==============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No fee required, effective October 7, 1996)
For the fiscal year ended December 30, 2004
------------------------------------
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (No fee required)
For the transition period from _________________ to __________________
Commission file number 1-14946
---------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CEMEX, Inc. Savings Plan
c/o CEMEX, Inc.
840 Gessner Road
Suite 1400
Houston, Texas 77024
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
CEMEX,S.A. de C.V.
Av. Ricardo Margain Zozaya #325
Colonia Valle del Campestre
Garza Garcia, Nuevo Leon
Mexico 66265
==============================================================================
CEMEX, INC. SAVINGS PLAN
Financial Statements and
Supplemental Schedules
December 30, 2004 and 2003
(With Independent Auditors' Report Thereon)
CEMEX, INC. SAVINGS PLAN
Table of Contents
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits -
December 30, 2004 and 2003 2
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 30, 2004 3
Notes to Financial Statements 4
Supplemental Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year) - December 30, 2004 10
The following schedules required by the Department of Labor's Rules and
Regulations are omitted because of the absence of conditions under which they
are required:
Schedule G, Part I - Schedule of Loans on Fixed Income Obligations in
Default or Classified as Uncollectible
Schedule G, Part II - Schedule of Leases in Default or Classified as
Uncollectible
Schedule G, Part III - Nonexempt Transactions
Schedule H, Line 4(a) - Delinquent Employee Contributions and Loan
Repayments
Schedule H, Line 4(i) - Schedule of Assets (Acquired and Disposed of
Within the Plan Year)
Schedule H, Line 4(j) - Schedule of Reportable Transactions
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT
------------------------------------------------------
Participants and Administrator of
CEMEX, Inc. Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the CEMEX, Inc. Savings Plan (the Plan) as of December 30, 2004
and 2003, and the related statement of changes in net assets available for
benefits for the year ended December 30, 2004. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards as established by the Auditing Standards Board (United States) and
in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. The Plan is not required to have, nor were
we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 30, 2004 and 2003, and the changes in net assets available for
benefits for the year ended December 30, 2004, in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's
management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the 2004 basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the 2004
basic financial statements taken as a whole.
/s/ Mir.Fox & Rodriguez, P.C.
Houston, Texas
June 29, 2005
1
CEMEX, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 30, 2004 and 2003
Assets 2004 2003
------ ---- ----
Investments, at fair value:
Mutual funds $ 163,082,106 145,397,722
Common collective trust fund 48,016,215 48,712,699
Common stock 32,396,906 17,692,479
Participant loans 13,473,467 12,641,763
-------------------------------------
Total investments 256,968,694 224,444,663
Cash and cash equivalents 94,877 178,474
Employee contributions receivable 3,142
Employer contributions receivable 1,619
Accounts receivable 41,968 45,709
-------------------------------------
Total assets 257,110,300 224,668,846
-------------------------------------
Liabilities
-----------
Investment trades payable 12,887 78,124
Accounts payable 8,661 54,120
-------------------------------------
Total liabilities 21,548 132,244
-------------------------------------
Net assets available for benefits $ 257,088,752 224,536,602
=====================================
See accompanying notes to financial statements.
2
CEMEX, INC. SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 30, 2004
Additions to net assets:
Participant contributions $ 15,563,490
Employer contributions 7,001,438
Net appreciation in fair value of mutual funds 14,455,956
Net appreciation in fair value of common stock 8,381,297
Investment income 8,191,788
Transfer in from qualified plan 1,647,674
--------------------
Total additions to net assets 55,241,643
--------------------
Deductions from net assets:
Benefits paid to participants 22,581,281
Administrative fees and expenses 108,212
--------------------
Total deductions from net assets 22,689,493
--------------------
32,552,150
Net increase in net assets available for benefits
Net assets available for benefits:
Beginning of year 224,536,602
--------------------
End of year $ 257,088,752
====================
See accompanying notes to financial statements.
3
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements
December 30, 2004 and 2003
1. Plan Description
General
-------
The Cemex USA Management, Inc. Savings Plan was adopted effective April
1, 1991 for the benefit of the employees of Cemex Management, Inc.
(formerly known as Cemex USA Management, Inc.) and its affiliated
companies. Effective January 1, 2001, CEMEX, Inc. (Employer) assumed
sponsorship of the Cemex USA Management, Inc. Savings Plan and changed
the plan's name to CEMEX, Inc. Savings Plan (the Plan).
Effective April 1, 2005, the union employees of the Clinchfield, Georgia
plant ceased participating in the CEMEX, Inc. Savings and Investment Plan
for Union Employees and became participants in the Plan. In connection
therewith, assets of $3,579,136 were transferred into the Plan from the
CEMEX, Inc. Savings and Investment Plan for Union Employees subsequent to
December 30, 2004.
In connection with CEMEX, Inc.'s purchase of Neoris USA, Inc., assets of
$1,647,674 were transferred from the Neoris USA, Inc. 401(k) Profit
Sharing Plan into the Plan during 2004.
Effective September 1, 2003, the union employees of CEMEX, Inc.'s
Charlevoix, Michigan plant became participants in the Plan. Accordingly,
assets of $3,676,704 were transferred from the CEMEX, Inc. Savings and
Investment Plan for Union Employees into the Plan during 2003.
The Plan is intended to qualify under section 401(a) of the Internal
Revenue Code (IRC) as a profit sharing plan with a 401(k) feature. The
Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended.
The Plan Agreement was completely amended and restated effective August
1, 2004. The following brief description of the Plan is provided for
general information purposes only and is as of December 30, 2004, unless
otherwise noted. The capitalized words and phrases used in the following
subsections of this note, shall have the meanings as set forth in the
Plan Agreement and are as of December 30, 2004 unless otherwise noted.
Participants should refer to the amended and restated Plan Agreement for
a complete description of the Plan's provisions.
Eligibility
-----------
Except as otherwise noted, Employees of CEMEX, Inc. and its affiliated
companies that have adopted the Plan are eligible to participate in the
Plan on the first day of the calendar quarter following the Employee's
date of hire. All Employees who are covered by a collective bargaining
agreement shall be excluded from participating in the Plan, unless the
collective bargaining agreement requires that the Employer include such
Employees in this Plan. Any Employee who is notified that he is eligible
to participate in a foreign retirement plan maintained by CEMEX, Inc. or
any company in any country operating under the parent company of CEMEX,
S.A. de C.V. shall be ineligible to participate in this Plan as of the
first day of the month following the month he or she is notified of his
or her eligibility to participate in such foreign retirement plan, and
shall remain ineligible until the first day of the month following the
month he or she is notified that he or she is no longer eligible to
participate in such foreign retirement plan.
Continued
4
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
Contributions
-------------
Employees may make voluntary contributions of up to 40% of eligible
compensation on a before-tax basis and an additional 18% of eligible
compensation on an after-tax basis. Participants who are or will attain
age 50 years old or older before the close of the Plan's year, are
eligible to make a catch-up contribution in accordance with section
414(v) of the IRC. Participants may also contribute amounts representing
distributions from other qualified defined benefit or contribution plans.
Participants direct the investment of their participant contributions in
the investment options listed in note 3.
The Employer makes matching contributions equal to 75% of the
participant's before-tax contributions, including catch-up contributions,
which do not exceed 6% of his or her eligible compensation. The Employer
contributions are in the form of American Depository Shares representing
common stock of CEMEX, S.A. de C.V. (CEMEX stock). A participant may, at
any time after the CEMEX stock is credited to his or her account, make a
diversification election and exercise investment discretion with respect
to the Employer matching contribution. The Employer may make additional
minimum contributions in accordance with the provisions of the Plan
Agreement.
Participant accounts
--------------------
Separate accounts are maintained for each participant. Participant
accounts are credited with the participant's contribution and allocations
of the Employer's contributions and Plan earnings. Allocations are based
on each participant's earnings or account balance, as defined in the Plan
Agreement. Each participant is entitled to the benefit that can be
provided from the participant's vested account.
Vesting
-------
Participants are immediately vested in their employee and rollover
contributions plus actual earnings thereon. Vesting in the Employers'
matching and discretionary minimum contribution portion of their accounts
plus earnings thereon is based on years of continuous service as follows:
Completed Years of Active Service Vesting %
--------------------------------- ---------
Less than one year 0%
One year but less than two years 20%
Two years but less than three years 40%
Three years but less than four years 60%
Four years but less than five years 80%
Five years or more 100%
Each participant who was first employed by Southdown, Inc. prior to
January 1, 2000, all Louisville Employees and Charlevoix Employees who
were participants in the CEMEX, Inc. Savings and Investment Plan for
Union Employees as of September 1, 2003 are fully vested in their entire
account balance. Louisville Employees hired before July 1, 2004 are 100%
vested in all Employer matching contributions. Louisville Employees hired
after July 1, 2004 are vested according to the table shown above.
Continued
5
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
Each participant who was first employed by Southdown, Inc. on or after
January 1, 2000 is fully vested in his or her "Prior Plan Matching
Account" under the Southdown, Inc. Retirement Savings Plan. Each
participant who was first employed by Southdown, Inc. between January 1,
2000 and December 31, 2001 and who also terminated employment during such
period will have his or her vested interest in the Employer matching and
discretionary contributions determined as follows:
Completed Years of Active Service Vesting %
--------------------------------- ---------
Less than five years 0%
Five years or more 100%
Forfeitures
-----------
Forfeited amounts are first used to restore forfeited amounts for
participants who have previously terminated but qualify for restoration
under the terms of the Plan Agreement. If any amount remains after that
allocation, it may be used to reduce the Employer matching contribution
for that year. At December 30, 2004 and 2003, forfeited non-vested
accounts totaled $50,998 and $363,364, respectively. During fiscal year
2004, Employer contributions were reduced by $633,288 from forfeited
non-vested accounts.
Benefit payments
----------------
Benefits are payable from participant account balances, subject to
certain restrictions, upon termination of employment, retirement,
reaching the age of 59 1/2, or by incurring a disability or financial
hardship, as defined in the Plan Agreement. Participants elect the method
of distribution which may be either in the form of a direct rollover to
an eligible retirement plan, lump sum payment or, if in excess of $5,000,
payment over a period of time not to exceed the shorter of 10 years or
certain life expectancies as defined in the Plan Agreement. Participants
may elect that their portion of account balances invested in full shares
of CEMEX stock or Crane Company common stock be distributed in-kind.
Participant loans
-----------------
A participant may obtain a loan from his or her separate account balance.
Each loan is evidenced by a promissory note and may not be less than
$1,000. The loans are secured by the balance in the participant's account
and bear interest at a rate commensurate with commercial prevailing rates
as determined by the Administrator. Provisions of the Plan require the
aggregate of each loan outstanding not to exceed the lesser of $50,000 or
50% of the participant's vested account balance. Repayment terms for
loans are not to exceed five years and principal and interest is paid
ratably through monthly payroll deductions.
Plan termination
----------------
Although no interest has been expressed, CEMEX, Inc. has the right under
the Plan to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants become 100% vested in their
Employer contributions account. Participant contributions are always 100%
vested.
Continued
6
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
2. Significant Accounting Policies
Basis of presentation
---------------------
The financial statements have been prepared on an accrual basis and
present the net assets available for plan benefits and changes in those
net assets in accordance with accounting principles generally accepted in
the United States of America.
Investment valuation and income recognition
-------------------------------------------
The mutual funds, common collective trust fund and common stock are
stated at fair value based on quoted market prices as of the date of the
financial statements. Participant loans are valued at their outstanding
balances, which approximate fair value. Purchases and sales of securities
are recorded on a trade-date basis. Interest income is recorded on the
accrual basis. Dividends are recorded on the ex-dividend date.
Benefit payments
----------------
Benefits are recorded when paid.
Administrative expenses
-----------------------
Loan fees are paid by the borrowing participant and all other
administrative costs are paid by the Employer.
Use of estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
Continued
7
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
3. Investments
As of December 30, 2004 and 2003, the Plan's investments were as follows:
2004 2003
---- ----
INVESCO Stable Value Fund $ 48,016,215 48,712,699
Washington Mutual Investors Fund 40,014,396 36,801,117
CEMEX stock 32,222,967 17,445,158
Growth Fund of America 32,089,559
PIMCO Total Return Fund 29,271,416 27,263,166
Templeton Foreign Fund 19,131,801 17,084,213
Franklin Balance Sheet Investment Fund 16,733,261 13,097,187
American Century Real Estate Fund 11,982,488
MFS International Fund 6,327,489
Franklin Small Mid-Cap Growth Fund 4,102,662 3,282,847
Templeton Developing Markets Fund 3,406,234 2,479,903
Crane Company common stock 173,939 247,321
Alliance Capital Reserve Account 22,800 764
MFS Research Fund 20,429,540
Franklin Real Estate Securities Fund 9,283,007
Pilgrim International Small Cap Growth Fund 5,594,961
Putnam New Opportunities Fund 5,526,784
AIM Constellation Fund 4,554,233
Participant loans 13,473,467 12,641,763
-------------- ----------
$ 256,968,694 224,444,663
============== ===========
Investments with a fair value that exceeds $12,854,438 at December 30,
2004 and $11,226,830 at December 30, 2003 represent 5 percent or more of
Plan net assets.
4. Federal Income Tax Status
The Plan obtained its latest determination letter on November 20, 2002 in
which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the IRC.
The Plan has been amended since receiving the determination letter.
However, the Plan's management believes that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC. Therefore, the Plan's management believes that the related
trust is tax-exempt and accordingly, no provision for Federal income
taxes has been included in the Plan's financial statements.
5. Risks and Uncertainties
The Plan provides for investment in a common collective trust fund,
various mutual funds, and common stock. Investment securities, in
general, are exposed to various risks, such as interest rate, credit and
overall market volatility risks. Due to the level of risk associated with
certain investment securities, it is at least reasonably possible that
changes in the values of investment securities will occur in the near
term and that such changes could materially affect participants' account
balances and the amounts reported in the statements of net assets
available for benefits.
Continued
8
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to the Form 5500:
2004 2003
---- ----
Net assets available for benefits per the
financial statements $ 257,088,752 224,536,602
Benefits payable (9,784) (26,604)
------------- -----------
Net assets available for benefits per the
Form 5500 $ 257,078,968 224,509,998
============= ===========
The following is a reconciliation of benefits paid to participants per
the 2004 financial statements to the Form 5500:
Benefits paid to participants per the
financial statements $ 22,581,281
Add: Amounts payable at December 30, 2004 9,784
Less: Amounts payable at December 30, 2003 (26,604)
--------------
Benefits paid to participants per the Form 5500 $ 22,564,461
==============
9
Supplemental Schedule H, Line 4(i)
Plan Sponsor No. 72-0296500
Plan No. 001
CEMEX, INC. SAVINGS PLAN
Schedule of Assets (Held at End of Year)
December 30, 2004
(a) (b) (c) (e)
Identity of issue, borrower, lessor, Description of investment including maturity date, Current
or similar party rate of interest, collateral, par or maturity value value
------------------------------------------ ----------------------------------------------------------- ------------------
INVESCO Trust Company Stable Value Fund; 48,016,215 shares $ 48,016,215
American Funds Washington Mutual Investors Fund; 1,297,905 shares 40,014,396
* CEMEX, S.A. de S.V. American Depository Shares; 882,637 shares 32,222,967
American Funds Growth Fund of America; 1,171,579 shares 32,089,559
PIMCO Total Return Fund; 2,745,911 shares 29,271,416
Franklin Templeton Investor Services, Inc. Templeton Foreign Fund; 1,556,697 shares 19,131,801
Franklin Templeton Investor Services, Inc. Franklin Balance Sheet Investment Fund; 287,414 shares 16,733,261
American Century Investments Real Estate Fund; 483,165 shares 11,982,488
MFS Fund Distributors, Inc. MFS International Fund; 296,370 shares 6,327,489
Franklin Templeton Investor Services, Inc. Franklin Small Mid-Cap Growth Fund; 119,856 shares 4,102,662
Franklin Templeton Investor Services, Inc. Templeton Developing Markets Fund; 184,720 shares 3,406,234
Crane Company Common stock; 6,015 shares 173,939
Pershing Alliance Capital Reserve Account; 22,858 shares 22,800
* Participant loans 5.00% to 10.74%; 1-5 year term; payable monthly 13,473,467
------------------
$ 224,444,663
==================
* Party-in-interest
10
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CEMEX, INC. SAVINGS PLAN
By: /s/ Andrew M. Miller
---------------------------------
Name: Andrew M. Miller
Title: Chairman of Administrative
Committee
Date: June 30, 2005
-----------------
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
1. Consent of Mir.Fox & Rodriguez, P.C. to the incorporation by
reference into the Registration Statement on Form S-8 (File
No. 333-83962) of CEMEX, S.A. de C.V. of its report, dated
June 29, 2005, with respect to the audited financial
statements of the CEMEX, Inc. Savings Plan as of December 30,
2004.
EXHIBIT 1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
The Administrator of the
CEMEX, Inc. Savings Plan
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-83962) of CEMEX, S.A. de C.V. of our report dated June 29,
2005, with respect to the statements of net assets available for benefits of
CEMEX, Inc. Savings Plan as of December 30, 2004 and 2003, the related
statement of changes in net assets available for benefits for the year ended
December 30, 2004 and the related supplemental schedule of assets (held at end
of year) as of December 30, 2004, which report appears in the December 30,
2004 annual report on Form 11-K of CEMEX, Inc. Savings Plan.
/s/ Mir.Fox & Rodriguez, P.C.
Houston, Texas
June 29, 2005