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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 31, 2005
------------------------------------------
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
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
CEMEX, Inc. Savings and Investment Plan
for Union Employees
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
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CEMEX, INC. SAVINGS AND
INVESTMENT PLAN FOR
UNION EMPLOYEES
Financial Statements
December 31, 2005 and 2004
(With Report of Independent Registered Public Accounting Firm)
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Table of Contents
Page
----
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2005 and 2004 2
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 31, 2005 3
Notes to Financial Statements 4
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 or 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 (Held at End of Year)
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
[Letterhead of Mir.Fox & Rodriguez, P.C.]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
Participants and Administrator of
CEMEX, Inc. Savings and Investment Plan
for Union Employees:
We have audited the accompanying statements of net assets available for
benefits of the CEMEX, Inc. Savings and Investment Plan for Union Employees
(the Plan) as of December 31, 2005 and 2004, and the related statement of
changes in net assets available for benefits for the year ended December 31,
2005. 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 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 31, 2005 and 2004, and the changes in net assets available for
benefits for the year ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Mir.Fox & Rodriguez, P.C.
Houston, Texas
June 26, 2006
1
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Statements of Net Assets Available for Benefits
December 31, 2005 and 2004
Assets 2005 2004
------ ---- ----
Investments, at fair value:
Mutual funds $ 1,758,201
Common collective trust fund 900,541
Common stock 583,048
Participant loans 195,588
Money market fund 94
----------- -----------
Total investments -- 3,437,472
Participant contributions receivable 8,410
Employer contributions receivable 2,587
Other accounts receivable 1,969
Cash 18
---------- -----------
Total assets and net assets available for benefits $ -- 3,450,456
========= ===========
See accompanying notes to financial statements.
2
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2005
Additions to net assets:
Participant contributions $ 95,756
Employer contributions 26,642
Investment income 17,061
Net depreciation in fair value of mutual funds (14,188)
Net appreciation in fair value of common stock 5,334
----------------
Total additions to net assets 130,605
----------------
Deductions from net assets:
Transfer to CEMEX Inc. Savings Plan 3,579,154
Benefits paid to participants 1,591
Administrative fees and expenses 316
-----------------
Total deductions from net assets 3,581,061
-----------------
Net decrease in net assets available for benefits (3,450,456)
Net assets available for benefits:
Beginning of year 3,450,456
----------------
End of year $ --
================
See accompanying notes to financial statements.
3
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements
December 31, 2005 and 2004
1. Plan Description
The CEMEX, Inc. Savings and Investment Plan for Union Employees (the Plan)
was adopted effective August 1, 1998 for the benefit of certain union
employees of CEMEX, Inc. Effective April 1, 2005, the union employees of
the Clinchfield, Georgia plant, which represented all of the participants
in the Plan, ceased participating in the Plan and became participants in
the CEMEX, Inc. Savings Plan. In connection therewith, assets of
$3,579,154 were transferred from the Plan to the CEMEX, Inc. Savings Plan
during fiscal year 2005. Effective December 31, 2005, the Plan was merged
into the CEMEX, Inc Savings Plan.
The Plan is qualified under section 401(a) of the Internal Revenue Code
(IRC) as a defined contribution plan and is subject to the Employee
Retirement Income Security Act of 1974, as amended (ERISA). Participants
should refer to the Plan Agreement for a more complete description of the
Plan's provisions. The Plan provisions in place during 2005 and prior to
the merger on December 31, 2005 were as follows:
Eligibility
-----------
Union employees of the Clinchfield, Georgia plant of CEMEX, Inc. with
at least three months of service are eligible to participate in the
Plan, with Plan entry dates being the first day of the calendar
quarter coinciding with or following the completion of service.
Effective April 1, 2005, union employees of the Clinchfield, Georgia
plant ceased participating in the Plan.
Contributions
-------------
Participants may contribute from 1% to 16% of their eligible pay, up
to an annual maximum subject to IRC limitations. Participants may also
rollover certain amounts from other qualified defined benefit or
contribution plans. Participants direct 100% of their account
balances.
CEMEX, Inc. (the Employer and Sponsor) matches 50% of the amount
contributed by each participant up to the first 6% of eligible pay.
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 contributions in
accordance with the provisions of the Plan Agreement. During fiscal
year 2005, no additional contributions were made by the Employer.
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
account.
Continued
4
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements, Continued
Vesting
-------
Participants are immediately and fully vested in all contributions
plus actual earnings thereon.
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.
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 the rate established by the
Loan Committee. 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.
Administrative expenses
-----------------------
Loan fees are paid by the borrowing participant and all other
administrative costs are paid by the Sponsor.
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.
Continued
5
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements, Continued
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. Accordingly, actual results could
differ from those estimates.
3. Investments
As of December 31, 2004, participant accounts were invested at the option
of the participants in one or more of the following investment funds:
INVESCO Stable Value Fund $ 900,541
CEMEX stock 583,048
Washington Mutual Investors Fund 428,908
PIMCO Total Return Fund 328,016
Growth Fund of America 300,815
Templeton Foreign Fund 234,156
Participant loans 195,588
Franklin Balance Sheet Investment Fund 163,941
American Century Investments Real Estate Fund 133,229
MFS International Fund 81,299
Templeton Developing Markets Fund 56,647
Franklin Small Mid-Cap Growth Fund 31,190
Alliance Capital Reserve Account 94
------------
$ 3,437,472
===========
Investments with a fair value that exceeds $172,523 at December 31, 2004,
represent 5% or more of Plan net assets.
4. Federal Income Tax Status
The Plan obtained its latest determination letter on June 14, 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 was designed and operated in
compliance with the applicable requirements of the IRC. Therefore, the
Plan's management believes that the related trust was tax-exempt and
accordingly, no provision for Federal income taxes has been included in
the Plan's financial statements.
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plans) have
duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
By: /s/ Andrew M. Miller
-------------------------------------
Name: Andrew M. Miller
Title: Chairman of Administrative
Committee
Date: June 26, 2006
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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. 333-86090) of CEMEX,
S.A. de C.V. of its report, dated June 26, 2006,
with respect to the audited financial statements of
the CEMEX, Inc. Savings and Investment Plan for
Union Employees as of December 31, 2005.
EXHIBIT 1
[Letterhead of Mir.Fox & Rodriguez, P.C.]
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-86090) of CEMEX, S.A. de C.V. of our report dated June 26,
2006, with respect to the statements of net assets available for benefits of
CEMEX, Inc. Savings and Investment Plan for Union Employees as of December 31,
2005 and 2004, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2005, which report appears in the
December 31, 2005 annual report on Form 11-K of the CEMEX, Inc. Savings and
Investment Plan for Union Employees.
/s/ Mir.Fox & Rodriguez, P.C.
Houston, Texas
June 26, 2006