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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, 2004
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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 and
Supplemental Schedules
December 31, 2004 and 2003
(With Independent Auditors' Report Thereon)
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Table of Contents
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2004 and 2003 2
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 31, 2004 3
Notes to Financial Statements 4
Supplemental Schedule - Schedule H, Line 4(i) - Schedule of
Assets (Held at End of Year) - December 31, 2004 8
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 (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 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, 2004 and 2003, and the related statement of
changes in net assets available for benefits for the year ended December 31,
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 31, 2004 and 2003, and the changes in net assets available for
benefits for the year ended December 31, 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 AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
Assets 2003 2002
------ ---- ----
Investments, at fair value:
Mutual funds $ 1,758,295 1,315,532
Common collective trust fund 900,541 906,746
Common stock 583,048 315,291
Participant loans 195,588 175,554
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Total investments 3,437,472 2,713,123
Employee contributions receivable 8,410
Employer contributions receivable 2,587
Other accounts receivable 1,969
Cash 18 2,486
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Total assets 3,450,456 2,715,609
Liabilities
- -----------
Investment trades payable 2,462
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Net assets available for benefits $ 3,450,456 2,713,147
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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, 2004
Additions to net assets:
Participant contributions $ 375,810
Employer contributions 111,016
Net appreciation in fair value of mutual funds 151,791
Net appreciation in fair value of common stock 148,879
Investment income 113,524
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Total additions to net assets 901,020
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Deductions from net assets:
Benefits paid to participants 162,409
Administrative fees and expenses 1,302
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Total deductions from net assets 163,711
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Net decrease in net assets available for benefits 737,309
Net assets available for benefits:
Beginning of year 2,713,147
----------------
End of year $ 3,450,456
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See accompanying notes to financial statements.
3
CEMEX, INC. SAVINGS AND
INVESTMENT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements
December 31, 2004 and 2003
1. Plan Description
General
-------
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 ceased participating in the Plan and became
participants in the CEMEX, Inc. Savings Plan. In connection therewith,
assets of $3,579,136 were transferred from the Plan to the CEMEX, Inc.
Savings Plan subsequent to December 31, 2004. Effective September 1, 2003,
the union employees of the Charlevoix, Michigan plant ceased participating
in the Plan and became participants in the CEMEX, Inc. Savings Plan. In
connection therewith, assets of $3,676,704 were transferred from the Plan
to the CEMEX, Inc. Savings Plan during 2003.
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). The following
is provided for general information purposes only. Participants should
refer to the Plan Agreement for a more complete description of the Plan's
provisions.
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.
Plan entry dates are 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 plan ceased participating in the
Plan.
Contributions
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Participants may contribute from 1% to 16% of their eligible pay, up to an
annual maximum of the lesser of their eligible pay or $40,000.
Participants may also rollover certain amounts from other qualified
defined benefit or contribution plans. Participants direct the investment
of their participant contributions in the investment options listed in
note 3.
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.
Participant accounts
--------------------
Separate accounts are maintained for each participant as follows.
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.
Plan termination
----------------
The Employer has the right under the Plan to terminate the Plan subject to
the provisions of ERISA.
2. Significant Accounting Policies
Basis of presentation
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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
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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. Actual results could differ from those
estimates.
3. Investments
As of December 31, 2004 and 2003, participant contributions to the Plan
were invested at the option of the participants in one or more of the
following investment funds:
2004 2003
---- ----
INVESCO Stable Value Fund $ 900,541 906,746
CEMEX stock 583,048 315,291
Washington Mutual Investors Fund 428,908 337,645
PIMCO Total Return Fund 328,016 260,485
Growth Fund of America 300,815
Templeton Foreign Fund 234,156 170,249
Franklin Balance Sheet Investment Fund 163,941 114,267
American Century Investments Real Estate Fund 133,229
MFS International Fund 81,299
Templeton Developing Markets Fund 56,647 40,573
Franklin Small Mid-Cap Growth Fund 31,190 22,384
Alliance Capital Reserve Account 94 51
MFS Research Fund 179,368
Franklin Real Estate Securities Fund 78,152
ING International Small Cap Growth Fund 55,139
AIM Constellation Fund 46,591
Putnam New Opportunities Fund 10,628
Participant loans 195,588 175,554
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$ 3,437,472 2,713,123
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Investments with a fair value that exceeds $172,523 and $135,657 at
December 31, 2004 and 2003, respectively, 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 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.
Continued
6
CEMEX, INC. SAVINGS AND
INVESTMENT PLAN
FOR UNION EMPLOYEES
Notes to Financial Statements, Continued
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.
7
Supplemental Schedule H, Line 4(i)
Plan Sponsor No. 72-0296500
Plan No. 010
CEMEX, INC. SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
Schedule of Assets (Held at End of Year)
December 31, 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; 900,541 shares $ 900,541
* Cemex, S.A. de C.V. American Depository Shares; 16,009 shares 583,048
Washington Mutual Washington Mutual Investors Fund; 13,935 shares 428,908
PIMCO Total Return Fund; 30,742 shares 328,016
American Funds Growth Fund of America; 10,987 shares 300,815
Franklin Templeton Investor Services, Inc. Templeton Foreign Fund; 19,037 shares 234,156
Franklin Templeton Investor Services, Inc. Franklin Balance Sheet Investment Fund; 2,814 shares 163,941
American Century Investments Real Estate Fund; 5,383 shares 133,229
MFS Fund Distributors, Inc. MFS International Fund; 3,810 shares 81,299
Franklin Templeton Investor Services, Inc. Templeton Developing Markets Fund; 3,059 shares 56,647
Franklin Templeton Investor Services, Inc. Franklin Small Mid-Cap Growth Fund; 913 shares 31,190
Pershing Alliance Capital Reserve Account; 94 shares 94
* Participant loans 5.24% to 9.50%; 1-5 year term; payable monthly 195,588
-------------
$ 3,437,472
=============
* Party-in-interest
8
SIGNATURES
The Plan. 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 30, 2005
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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 29, 2005,
with respect to the audited financial statements of
the CEMEX, Inc. Savings and Investment Plan for
Union Employees as of December 31, 2004.
EXHIBIT 1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Administrator of the
CEMEX, Inc. Savings and Investment Plan
for Union Employees:
We consent to the incorporation by reference in the Registration Statement (No.
333-86090) on Form S-8 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 and Investment Plan for Union Employees as of December 31,
2004 and 2003, the related statement of changes in net assets available for
benefits for the year ended December 31, 2004 and the related supplemental
schedule of assets (held at end of year) as of December 31, 2004, which report
appears in the December 31, 2004 annual report on Form 11-K of CEMEX, Inc.
Savings and Investment Plan for Union Employees.
/s/ Mir.Fox & Rodriguez, P.C.
Houston, Texas
June 29, 2005