===============================================================================
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, 2002
-------------------------------------------
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.
1200 Smith Street
Suite 2400
Houston, Texas 77002
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 del Valle Campestre
Garza Garcia, Nuevo Leon
Mexico 66220
================================================================================
CEMEX, INC. SAVINGS PLAN
Financial Statements and
Supplemental Schedules
December 30, 2002 and 2001
(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, 2002 and 2001 2
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 30, 2002 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) -
December 30, 2002 9
Schedule H, Line 4(j) - Schedule of Reportable Transactions -
Year Ended December 30, 2002 10
The following schedules required by the Department of Labor's Rules and Regula-
tions are omitted because of the absence of conditions under which they are
required:
Schedule H, Line 4(i) - Schedule of Assets (Acquired and Disposed of
Within the Plan Year)
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
INDEPENDENT AUDITORS' 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, 2002
and 2001, and the related statement of changes in net assets available for
benefits for the year ended December 30, 2002. 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 auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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, 2002 and 2001, and the changes in net assets available for
benefits for the year ended December 30, 2002, 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 schedules of assets
(held at end of year) and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements for 2002 and, in our opinion, are fairly
stated in all material respects in relation to the 2002 financial statements
taken as a whole.
/s/ Mir Fox & Rodriguez
Houston, Texas
June 23, 2003
1
CEMEX, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 30, 2002 and 2001
Assets 2002 2001
Investments, at fair value:
Mutual funds $ 113,675,481 35,810,851
Common collective trust fund 50,009,886 6,239,873
Common stock 7,826,770
Participant loans 12,092,122 3,019,785
---------------- ----------------
Total investments 183,604,259 45,070,509
Cash and cash equivalents 637,115 45,248
Accounts receivable 205,692 9,743
---------------- ----------------
Total assets 184,447,066 45,125,500
---------------- ----------------
Liabilities
Trades payable 755,509
Accounts payable 41,180 4,574
---------------- ----------------
Total liabilities 796,689 4,574
---------------- ----------------
Net assets available for benefits $ 183,650,377 45,120,926
================ ================
See accompanying notes to financial statements.
2
CEMEX, INC. SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 30, 2002
Additions to net assets:
Participant contributions $ 12,439,943
Employer contributions 6,509,568
Transfer in from qualified plan 155,054,504
Rollover contributions 441,619
Investment income 6,880,607
--------------------
Total additions to net assets 181,326,241
--------------------
Deductions from net assets:
Net depreciation in fair value of mutual funds 20,327,899
Net depreciation in fair value of common stock 1,480,571
Benefits paid to participants 20,906,206
Administrative fees and expenses 82,114
--------------------
Total deductions from net assets 42,796,790
--------------------
Net increase in net assets available for benefits 138,529,451
Net assets available for benefits:
Beginning of year 45,120,926
--------------------
End of year $ 183,650,377
====================
See accompanying notes to financial statements.
3
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements
December 30, 2002 and 2001
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 Cemex USA Management, Inc. Savings Plan and changed the
plan's name to CEMEX, Inc. Savings Plan (the Plan). Effective December
31, 2001, the Southdown, Inc. Retirement Savings Plan was merged into
the Plan resulting in a transfer into the Plan of net assets of
$155,054,504.
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. Participants should refer to
the amended and restated Plan Agreement for a complete description of
the Plan's provisions.
Eligibility
-----------
Effective April 1, 2002, non-union employees of CEMEX, Inc. and its
affiliated companies that have adopted the Plan (Non-Union Employees)
are eligible to participate in the Plan beginning on the first day of
the calendar quarter following the Employee's date of hire. Prior to
April 1, 2002, entry dates into the Plan for Employees were the January
1 or July 1 which coincided with or next followed the date the Employee
completed 500 hours of service during any two consecutive quarters.
Hourly paid employees of CEMEX Kosmos Cement Co. at its Louisville
Cement Plant, who are covered under the Plan pursuant to the provisions
of a collective bargaining agreement (Louisville Employees), are
eligible to participate in the Plan on the first day of the month
following completion of 90 days of employment.
Hourly paid employees of Sunbelt Cement, Inc. at its Balcones Cement
Plant, who are covered under the Plan pursuant to the provisions of a
collective bargaining agreement (Balcones Employees), are eligible to
participate in the Plan beginning on the January 1 or July 1 which
coincides with or next follows the date following completion of 500
hours of service during any two consecutive calendar quarters.
Contributions
-------------
Contributions into the Plan are as follows:
o Non-Union Employees may make voluntary contributions of up to 18%
of eligible compensation on a before-tax basis and an additional
18% of eligible compensation on an after-tax basis. The Employer
makes matching contributions equal to 75% of the participant's
before-tax contributions which do not exceed 6% of his or her
eligible compensation.
o Louisville Employees may make voluntary contributions of up to
16% of eligible compensation on a before-tax basis. After-tax
contributions may be made as long as the total participant's
contributions do not exceed 16% of his or her eligible
compensation. Effective March 1, 2003, voluntary contributions
can be up to 18% of eligible compensation. The Employer makes
matching contributions equal to 50% of the participant's combined
before-tax and after-tax contributions which do not exceed 6% of
his or her eligible compensation.
4
o Balcones Employees may make voluntary contributions of up to 15%
of eligible compensation on a before-tax basis. Effective March
1, 2003, voluntary contributions can be up to 16% of eligible
compensation. Balcones Employees are not allowed to make
after-tax contributions. The Employer makes matching
contributions equal to 55% of the participant's before-tax
contributions which do not exceed 6% of the first $65,000 of the
participant's annual eligible compensation. Effective March 1,
2003, the Employer matching contribution was changed to 75% of
the participant's before-tax 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.
Effective January 1, 2002, 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.
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.
Forfeitures are used to restore forfeited amounts for participants who
have previously terminated but qualify for restoration under the terms
of the Plan Agreement.
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%
5
Each participant who was first employed by Southdown, Inc. prior to
January 1, 2000 and all Louisville Employees are fully vested in their
entire account balance. 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%
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. Benefits are recorded when paid.
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
accounts.
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.
6
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.
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 stated at cost, which
approximates 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.
Administrative expenses
-----------------------
Asset management fees are paid by the Plan, loan fees are paid by the
borrowing participant, and all other administrative costs are paid by
the Employer.
Reclassifications
-----------------
Certain amounts in 2001 have been reclassified to conform to current
year presentation.
3. Investments
As of December 30, 2002 and 2001, the Plan's investments were as follows:
2002 2001
---- ----
Stable Value Fund $ 50,009,886 6,239,873
Washington Mutual Investors Fund 28,584,245 8,855,214
Bond Fund of America 27,724,037 4,879,820
MFS Research Fund 15,382,673 2,689,092
Templeton Foreign Fund 12,097,655 2,968,540
Franklin Balance Sheet Investment Fund 9,617,994 2,253,135
CEMEX stock (only offered during 2002) 7,631,885
Franklin Real Estate Securities Fund 6,494,732 1,499,023
Putnam New Opportunities Fund 4,012,619 5,775,367
AIM Constellation Fund 3,535,507 5,100,964
Pilgrim International Small Cap Growth Fund 3,202,587 679,201
Franklin Small Mid-Cap Growth Fund 1,804,370 565,112
Templeton Developing Markets Fund 1,178,971 545,383
Crane Company common stock (only offered during 2002) 194,886
Alliance Capital Reserve Account (only offered during 2002) 40,090
Participant loans 12,092,122 3,019,785
------------------ ----------
$ 183,604,259 45,070,509
================== ==========
Investments with a fair value that exceeds $9,182,519 at December 30,
2002 and $2,256,047 at December 30, 2001 represent 5 percent or more of
Plan net assets.
7
4. Significant Concentrations of Credit Risk
The Plan's cash in bank operating and trust accounts in excess of the
Federal Deposit Insurance Corporation insurance limit was $1,614,827 and
$215,864 as of December 30, 2002 and 2001, respectively. The Plan's
credit risk is mitigated by the financial strength of the banking
institution in which the deposits are held.
5. 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'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.
6. Risks and Uncertainties
The Plan provides for investment in various mutual funds, common
collective trust 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 reasonably possible that
changes in the values of investment securities will occur in the near
term.
7. 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:
2002 2001
Net assets available for benefits per the
financial statements $ 183,650,377 45,120,926
Benefits payable (8,867)
Net assets available for benefits per the
Form 5500 $ 183,641,510 45,120,926
The following is a reconciliation of benefits paid to participants per
the 2002 financial statements to the Form 5500:
Benefits paid to participants per the
financial statements $ 20,906,206
Add: Amounts payable at December 30, 2002 8,867
Less: Amounts payable at December 30, 2001 -
Benefits paid to participants per the Form 5500 $ 20,915,073
8
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, 2002
(a) (b) (c)
Identity of issue, borrower, lessor, Description of investment including maturity date,
or similar party rate of interest, collateral, par or maturity value
-------------------------------------------------------------- -----------------------------------------------------------
INVESCO Trust Company Stable Value Fund; 50,009,886 shares
Washington Mutual Washington Mutual Investors Fund; 1,217,387 shares
American Funds Bond Fund of America; 2,182,995 shares
MFS Fund Distributors, Inc. MFS Research Fund; 1,089,424 shares
Franklin Templeton Investor Services, Inc. Templeton Foreign Fund; 1,462,836 shares
Franklin Templeton Investor Services, Inc. Franklin Balance Sheet Investment Fund; 260,368 shares
* CEMEX, S.A. de S.V. American Depository Shares; 352,512 shares
Franklin Templeton Investor Services, Inc. Franklin Real Estate Securities Fund; 403,149 shares
Putnam Investments Putnam New Opportunities Fund; 141,289 shares
AIM Family of Funds AIM Constellation Fund; 212,470 shares
ING Pilgrim Group Pilgrim International Small Cap Growth Fund; 171,721 shares
Franklin Templeton Investor Services, Inc. Franklin Small Mid-Cap Growth Fund; 82,542 shares
Franklin Templeton Investor Services, Inc. Templeton Developing Markets Fund; 118,371 shares
Crane Company Common stock; 9,744 shares
Pershing Alliance Capital Reserve Account; 40,090 shares
* Participant loans 5.00% to 10.84%; 1-5 year term; payable monthly
* Party-in-interest
(table continued)
(a) (b) (e)
Identity of issue, borrower, lessor, Current
or similar party value
----------------------------------------------------------------------- ----------------------
INVESCO Trust Company $ 50,009,886
Washington Mutual 28,584,245
American Funds 27,724,037
MFS Fund Distributors, Inc. 15,382,673
Franklin Templeton Investor Services, Inc. 12,097,655
Franklin Templeton Investor Services, Inc. 9,617,994
* CEMEX, S.A. de S.V. 7,631,885
Franklin Templeton Investor Services, Inc. 6,494,732
Putnam Investments 4,012,619
AIM Family of Funds 3,535,507
ING Pilgrim Group 3,202,587
Franklin Templeton Investor Services, Inc. 1,804,370
Franklin Templeton Investor Services, Inc. 1,178,971
Crane Company 194,886
Pershing 40,090
* Participant loans 12,092,122
----------------------
$ 183,604,259
* Party-in-interest ======================
9
Supplemental Schedule H, Line 4(j)
Plan Sponsor No. 72-0296500
Plan No. 001
CEMEX, INC. SAVINGS PLAN
Schedule of Reportable Transactions
Cumulative Transactions by Issue
Year Ended December 30, 2002
(e)
(b) (d)
(a) Description of asset (include interest rate (c) Selling Lease
Identity of party involved and maturity in case of a loan) Purchase price price Rental
- -------------------------------- ----------------------------------------------- ------------------- ------------ ----------
CEMEX, S.A. de S.V. American Depository Shares $ 6,469,478 n/a n/a
(table continued)
(f) (g) (h)
Expenses Current value of (i)
(a) incurred with asset on Net gain or
Identity of party involved transaction Cost of asset transaction date (loss)
- -------------------------------- --------------- -------------- ------------------- -------------------
CEMEX, S.A. de S.V. n/a 6,469,478 6,469,478 n/a
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, 2003
---------------
EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
1. Certification of Plan Administrator of the CEMEX, Inc. Savings
Plan pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
2. 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 23,
2003, with respect to the audited financial statements of the
CEMEX, Inc. Savings Plan as of December 30, 2002.
EXHIBIT 1
Certification of Plan Administrator
Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 11-K of the CEMEX, Inc. Savings
Plan (the "Plan") for the year ended December 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Andrew
M. Miller, as Chairman of the Administrative Committee of the Plan, hereby
certifies, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of
the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Plan.
/s/ Andrew M. Miller
- -------------------------------------
Name: Andrew M. Miller
Title: Chairman of Administrative
Committee
Date: June 30, 2003
This certification accompanies the Report pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the
Sarbanes-Oxley Act of 2002, be deemed filed by the Plan for purposes of ss.18
of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been
provided to the Plan and will be retained by the Plan and furnished to the
Securities and Exchange Commission or its staff upon request.
EXHIBIT 2
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference
of our report dated June 23, 2003, included in this Form 11-K, into the
previously filed registration statement of CEMEX, Inc. Savings Plan, on Form
S-8 (File No. 333-83962).
/s/ Mir Fox & Rodriguez
Houston, Texas
June 30, 2003