TEXT-S&P puts CEMEX 'B-' credit rating on watch positive

Overview
-- Mexico-based cement producer CEMEX successfully executed its liability
management and asset sales plan, which resulted in an extended debt maturity
profile and additional liquidity.
-- The company's operating performance remains on a positive trend and we
expect profitability and cash flow generation to improve further in 2013.
-- We are placing our ratings, including the 'B-' global scale and
'mxBB/mxB' national scale corporate credit ratings, on CEMEX on CreditWatch
with positive implications.
-- We expect to resolve the CreditWatch during the next 30 days, after an
analysis of CEMEX's projected operating performance for 2013-2015.

Rating Action
On Dec. 7, 2012, Standard & Poor's Ratings Services placed its ratings,
including the 'B-' global scale and 'mxBB/mxB' national scale corporate credit
ratings, on CEMEX S.A.B. de C.V. and its key operating
subsidiaries--CEMEX Espana S.A., CEMEX Mexico S.A. de C.V., Cemex Corp., and and
CEMEX Inc.-- on CreditWatch with positive implications.

Rationale
The CreditWatch listing reflects CEMEX's extended debt maturity profile and
additional liquidity following the successful execution of its liability
management and asset sales plan. Also, it reflects the company's improved
operating performance and gradual recovery in most of its major markets,
resulting in sustained EBITDA growth during the past five quarters and higher
operating margins.

On Oct. 4, 2012, CEMEX issued $1.5 billion in bonds due 2022 to prepay
principal outstanding under the new Facilities Agreement, allowing the company
to satisfy the March 31, 2013, $1.0 billion payment and the Feb. 14, 2014,
$500 million amortization payment, which addressed the company's short-term
risk. In addition, on Nov. 6, 2012, CEMEX raised approximately $1.1 billion
through the sale of a minority stake of its Central and South American
operations (CEMEX Latam), excluding its Mexican operations, which further
reduced the company's debt and increased liquidity.

Our ratings on Cemex and its key subsidiaries are still constrained by its
"highly leveraged" financial risk profile, and reflect our assessment of the
company's "satisfactory" business risk profile and "adequate" liquidity.

CEMEX's "satisfactory" business risk profile mainly reflects its leading
position in the global cement, concrete, aggregates, and ready-mix businesses.
We have equalized the ratings on CEMEX Mexico, CEMEX Inc., and CEMEX Espana
because of the strategic importance of each of these subsidiaries to the group.

For the nine months ended Sept. 30 2012, CEMEX's financial performance started
to reflect gradual recovery in the demand for cement, particularly from the
U.S. market. Also, CEMEX has been able to alleviate some of its operating
pressures, through cost-reduction initiatives, resulting in EBITDA margins
approaching 16%. For the 12 months ended Sept. 30, 2012, the company posted
adjusted total debt to EBITDA of 8.5x, EBITDA interest coverage of 1.6x, and
funds from operations to total debt of 4.8%. These ratios compare favorably
with those for the same period a year earlier of 10.6x, 1.5x, and 2.1%,
respectively.

CreditWatch
We will resolve the CreditWatch listing within the next 30 days, after
completing a detailed analysis of CEMEX's projected operating performance for
2013-2015 to determine if it can achieve improved credit metrics, commensurate
with a higher rating. We expect to raise the ratings by one notch, and a key
factor for an upgrade will be our assessment that CEMEX can maintain its
operating performance and liquidity for the next two years, even under
volatile economic conditions.

Related Criteria And Research
-- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012
-- Use Of CreditWatch And Outlooks, Sept. 14, 2009
-- Corporate Ratings Criteria 2008, April 15, 2008

Ratings List
Ratings Affirmed; CreditWatch/Outlook Action
To From
CEMEX S.A.B. de C.V.
CEMEX Mexico S.A. de C.V.
Corporate Credit Rating B-/Watch Pos/-- B-/Stable/--
Caval - Mexican Rating Scale mxBB/Watch Pos/mxB mxBB/Stable/mxB

CEMEX Corp.
Corporate Credit Rating B-/Watch Pos/NR B-/Stable/NR

CEMEX Espana S.A.
CEMEX Inc.
Corporate Credit Rating B-/Watch Pos/-- B-/Stable/--

CEMEX S.A.B. de C.V.
Senior Secured B-/Watch Pos B-
Recovery Rating 3 3
Senior Unsecured mxBB/Watch Pos mxBB
Subordinated mxB+/Watch Pos mxB+
Commercial Paper mxB/Watch Pos mxB

C10 Capital Ltd.
Senior Unsecured CCC+/Watch Pos CCC+

C10-EUR Capital (SPV) Limited
Senior Unsecured CCC+/Watch Pos CCC+

C5 Capital Ltd.
Senior Unsecured CCC+/Watch Pos CCC+

C8 Capital Ltd.
Senior Unsecured CCC+/Watch Pos CCC+

CEMEX Espana S.A.
Senior Secured B-/Watch Pos B-
Recovery Rating 3 3

CEMEX Finance Europe B.V.
Senior Unsecured B-/Watch Pos B-
Recovery Rating 3 3

CEMEX Finance LLC
Senior Secured B-/Watch Pos B-
Recovery Rating 3 3

CEMEX Materials LLC.
Senior Unsecured B-/Watch Pos B-
Recovery Rating 3 3

Complete ratings information is available to subscribers of RatingsDirect on
the Global Credit Portal at www.globalcreditportal.com. All ratings affected
by this rating action can be found on Standard & Poor's public Web site at
www.standardandpoors.com. Use the Ratings search box located in the left
column.