GRUPO SIMEC, S.A.B. de C.V.
For the period ended Dec 31, 2024. Filed May 15, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed May 15, 2025
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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-11176
GRUPO SIMEC, S.A.B. de C.V.
(Exact name of registrant as specified in its charter)
SIMEC GROUP CORPORATION
(Translation of registrant’s name into English)
UNITED MEXICAN STATES
(Jurisdiction of incorporation or organization)
**Calzada Lázaro Cárdenas 601
Colonia La Nogalera
**Guadalajara, Jalisco **
México 44440
(Address of principal executive offices)
Mario Moreno Cortez
Calzada Lázaro Cárdenas 601
Colonia La Nogalera
Guadalajara, Jalisco
México 44440
Telephone:(5233) 3770-6700,
E-mail: mmoreno@gruposimec.com.mx
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
|---|---|---|
| American Depositary Shares (each representing three Series B shares) Series B Common Stock | SIM | NYSE American NYSE American* |
| * | Not for trading, for listing purposes only. |
|---|
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Series B Common Stock —461,004,869 shares as of December 31, 2024
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐No ☒
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer ☒ | Accelerated filer ☐ | Non-accelerated filer ☐ |
|---|---|---|
| Emerging growth company ☐ | ||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
|---|
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ | Other ☐ |
|---|
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
Table of Contents
| Page | |||
|---|---|---|---|
| PART I | 1 | ||
| Item 1. | Identity of Directors, Senior Management and Advisers | 1 | |
| Item 2. | Offer Statistics and Expected Timetable | 1 | |
| Item 3. | Key Information | 1 | |
| Item 4. | Information on the Company | 16 | |
| Item 4A. | Unresolved Staff Comments | 41 | |
| Item 5. | Operating and Financial Review and Prospects | 41 | |
| Item 6. | Directors, Senior Management and Employees | 62 | |
| Item 7. | Major Shareholders and Related Party Transactions | 68 | |
| Item 8. | Financial Information | 70 | |
| Item 9. | The Offer and Listing | 74 | |
| Item 10. | Additional Information | 74 | |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 89 | |
| Item 12. | Description of Securities Other than Equity Securities | 90 | |
| PART II | 92 | ||
| Item 13. | Defaults, Dividends Arrearages and Delinquencies | 92 | |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 92 | |
| Item 15. | Controls and Procedures | 92 | |
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| Item 16. | Reserved | 94 | |
|---|---|---|---|
| Item 16A. | Audit Committee Financial Expert | 94 | |
| Item 16B. | Code of Ethics | 94 | |
| Item 16C. | Principal Accountant Fees and Services | 94 | |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 95 | |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 95 | |
| Item 16F. | Change in Registrant’s Certifying Accountant | 95 | |
| Item 16G. | Corporate Governance | 95 | |
| Item 16H. | Mine Safety Disclosure | 96 | |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 96 | |
| Item 16J. | Insider Trading Policies | 96 | |
| Item 16K. | Cybersecurity | 96 | |
| PART III | 99 | ||
| Item 17. | Financial Statements | 99 | |
| Item 18. | Financial Statements | 99 | |
| Item 19. | Exhibits | 99 |
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CERTAIN TERMS
Grupo Simec, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of the United Mexican States (“Mexico”). Unless the context requires otherwise, when used in this annual report, the terms “we,” “our,” “the company,” “our company” and “us” refer to Grupo Simec, S.A.B. de C.V., together with its consolidated subsidiaries.
References in this annual report to “U.S. dollars” or “U.S.$” are to the lawful currency of the United States. References in this annual report to “pesos” or “Ps.” are to the lawful currency of Mexico. References in this annual report to “real” are to the lawful currency of the Federative Republic of Brazil. References to “tons” in this annual report refer to tons; a metric ton equals 1,000 kilograms or 2,204 pounds. We publish our financial statements in pesos.
The terms “special bar quality steel” or “SBQ steel” refer to steel that is hot rolled or cold finished into round square, or hexagonal steel bars that generally contain higher proportions of alloys than commercial grades of steel. SBQ steel is produced with precise chemical specifications and generally is made to order following client specifications.
This annual report contains translations of certain peso amounts to U.S. dollars at specified rates solely for your convenience. These translations do not mean that the peso amounts actually represent such dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated these U.S. dollar amounts from pesos at the exchange rate of Ps. 20.5103 per U.S.$1.00, the interbank transactions rate in effect on December 31, 2024. On May 12, 2025, the interbank transaction rate for the peso was Ps. 19.5642 per U.S.$1.00.
FORWARD LOOKING STATEMENTS
This annual report contains words, such as “believe,” “expect,” “anticipate,” “plans” and similar expressions that identify forward-looking statements, which reflect our views about future events and financial performance. We have made forward-looking statements that address, among other things our:
| ● | projected customer demand and supply chain; |
| ● | activities and strategies relating to raw material acquisition; |
| ● | trends in products and markets; |
| ● | activities relating to the import, export, sale, transportation and distribution of steel products; |
| ● | activities relating to our lines of business; |
| ● | projected capital expenditures and other costs. |
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Actual results could differ materially from those projected in such forward-looking statements as a result of various factors that may be beyond our control. These factors include, but are not limited to:
| ● | general economic and business conditions, including changes in the international and Mexican prices of steel, iron ore, scrap steel and other related commodities; |
| ● | uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; |
| ● | national and international demand for steel products; |
| ● | capital investments and their impact on our performance; |
| ● | the availability and cost of electricity and natural gas which could negatively affect our cost of steel production; |
| ● | changes in, or failure to comply with, our legal regime or regulatory environment, including with respect to tax, environmental regulations, fraudulent activity, corruption and bribery; |
| ● | receipt of governmental approvals, permits and licenses; |
| ● | fluctuations in prevailing exchange rates; |
| ● | changes in international trade policies, including the imposition of tariffs, trade sanctions or other protectionist measures, particularly those affecting imports or exports of steel and related products; |
| ● | effects on us from competition, including on our ability to source materials at competitive prices and hire and retain skilled personnel; |
| ● | the outbreak of military hostilities, including an escalation of the military conflict involving Russia and Ukraine and the conflict in Gaza; |
| ● | national or international public health events, including the outbreak of pandemic or contagious disease; and |
| ● | the cyclical nature of the steel industry. |
Forward looking statements speak only as of the date of this filing, and we undertake no obligation to publicly update or to revise any forward looking statements after the date of this annual report because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward looking events and circumstances discussed in this annual report might not occur.
For a discussion of important factors that could cause actual results to differ materially from those contained in any forward-looking statement, see “Item 3—Key Information—Risk Factors.”
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.