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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, 2006
--------------------------------------------
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 Plan
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.B. 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 31, 2006 and 2005
(With Report of Independent Registered Public Accounting Firm)
CEMEX, INC. SAVINGS PLAN
Table of Contents
Page
----
Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits -
December 31, 2006 and 2005 2
Statements of Changes in Net Assets Available for Benefits -
Year Ended December 31, 2006 and One Day Period
Ended December 31, 2005 3
Notes to Financial Statements 4
Supplemental Schedules:
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year) - December 31, 2006 11
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Period) - December 31, 2005 12
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
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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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 31, 2006 and 2005, and
the related statements of changes in net assets available for benefits for the
year ended December 31, 2006 and the one day period 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. An audit includes 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 also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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, 2006 and 2005, and the changes in net assets available for benefits
for the year ended December 31, 2006 and the one day period ended December 31,
2005, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules are presented
for the purpose of additional analysis and are 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. 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 and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Mir Fox & Rodriguez, P.C.
----------------------------------
Houston, Texas
June 25, 2007
1
CEMEX, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
Assets 2006 2005
------ ---- ----
Investments, at fair value:
Plan interest in CEMEX, Inc. Savings Plan Trust $ 422,109,406 291,137,464
Participant loans 22,310,498 13,775,403
------------------------ ---------------------
Total investments 444,419,904 304,912,867
Cash and cash equivalents 1,386,683 95,483
Employee contributions receivable 579,673 369,996
Employer contributions receivable 320,220 193,320
Accounts receivable 513,600 94,185,474
------------------------ ---------------------
Total assets 447,220,080 399,757,140
------------------------ ---------------------
Liabilities
Investment trades payable 314,652 207,896
Accounts payable 160,153 87,323
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Total liabilities 474,805 295,219
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Net assets available for benefits at fair value 446,745,275 399,461,921
Adjustment from fair value to contract value for interest in
CEMEX, Inc. Savings Plan Trust relating to benefit-responsive
investment contracts 1,455,029 810,198
------------------------ ---------------------
Net assets available for benefits $ 448,200,304 400,272,119
======================== =====================
See accompanying notes to financial statements.
2
CEMEX, INC. SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2006 and One Day Period Ended December 31, 2005
2006 2005
---- ----
Additions to net assets:
Participant contributions $ 26,486,812
Employer contributions 13,694,979
Income from Plan interest in CEMEX, Inc. Savings Plan Trust 51,816,782
Transfer in from qualified plan 21,068 97,289,309
---------------------------------------------
Total additions to net assets 92,019,641 97,289,309
---------------------------------------------
Deductions from net assets:
Benefits paid to participants 43,908,503
Administrative fees and expenses 182,953
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Total deductions from net assets 44,091,456 --
---------------------------------------------
Net increase in net assets available for benefits 47,928,185 97,289,309
Net assets available for benefits:
Beginning of period 400,272,119 302,982,810
---------------------------------------------
End of period $ 448,200,304 400,272,119
=============================================
See accompanying notes to financial statements.
3
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements
December 30, 2006 and 2005
1. Plan Description
General
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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. (Sponsor) assumed sponsorship of the
Cemex USA Management, Inc. Savings Plan and changed the plan's name to
CEMEX, Inc. Savings Plan (the Plan). 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 January 1,
2005. In connection therewith, the Plan year was changed from December 30
to December 31 with a short Plan year from December 30, 2005 through
December 31, 2005. Effective December 31, 2005, the following qualified
plans were merged into the Plan:
o Savings & Retirement Plan for Employees of RMC USA, Inc. &
Affiliated Companies
o RMC Pacific Materials Incorporated Savings Plan for Salaried
Employees
o CEMEX El Paso, Inc. 401(k) Plan
o Nor-Cal Readymix, Inc. 401(k) Plan
o NeorisLogistics 401(k) Plan
In connection with these mergers, assets of approximately $97 million were
transferred into the Plan. Effective August 1, 2006, the CEMEX, Inc.
Savings and Investment Plan for Bargaining Employees was merged into the
Plan resulting in a transfer of assets into the Plan of approximately
$21,000.
The following brief description of the Plan is provided for general
information purposes only and is as of December 31, 2006, 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 31, 2006, 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 (collectively, Employer) 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.B. 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. The employee 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. Any
employee who is a nonresident alien with no United States source income,
working outside the United States, is a leased employee, or an individual
contractor, shall be excluded from participating in the Plan.
Continued
4
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
Contributions
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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 into various investment
options offered by the Plan.
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. The Employer contributions are in the form of American
Depository Shares representing common stock of CEMEX, S.A.B. 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.
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 Active Service, among other
things, and is further defined in the Plan Agreement. The maximum years of
Active Service required for 100% vesting is five years.
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 31, 2006 and 2005, forfeited non-vested accounts
totaled $627,069 and $535,001, respectively. During fiscal year 2006,
Employer contributions were reduced by $523,951 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 death, 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.
Continued
5
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
Unless timely election is made, participants with a vested account balance
less than or equal to $1,000 will automatically receive a lump sum cash
distribution and participants with a vested account balance less than or
equal to $5,000 but larger than $1,000 will automatically receive a direct
rollover to an IRA designated by the Benefits Committee.
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. A participant may only have two loans
outstanding at the same time.
Plan termination
----------------
Although no interest has been expressed, the Sponsor 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.
2. Significant Accounting Policies
Basis of accounting and use of estimates
----------------------------------------
The financial statements have been prepared on an accrual basis and present
the net assets available for benefits and changes in those net assets in
accordance with U.S. generally accepted accounting principles. The
preparation of financial statements in conformity with U.S. generally
accepted accounting principles 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.
The financial statements reflect the retroactive adoption of the Financial
Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the FSP). As
required by the FSP, the statements of net assets available for benefits
present investment contracts at fair value as well as an additional line
item showing an adjustment of fully benefit-responsive investment contracts
from fair value to contract value. The statement of changes in net assets
available for benefits is presented on a contract value basis and was not
affected by the adoption of the FSP.
Continued
6
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
Investment valuation and income recognition
-------------------------------------------
The Plan's investments are stated at fair value. Participant loans are
valued at their outstanding balances, which approximate fair value. The
fair value of the Plan's interest in the Master Trust is based on the
specific interest that each plan has in the underlying participant directed
investment options. The investments held by the Master Trust are valued as
follows:
Investments in mutual funds and money market funds are valued at the
closing net asset value of shares held at year-end. Investments in
common stock are valued at fair value based on quoted market prices as
of the date of the financial statements. The investment in the
collective trust (stable value fund) is valued at contract value as
determined by the issuer based on the cost of the underlying
investments plus accrued interest income less amounts withdrawn to pay
benefits. The fair value of the stable value fund is based on
discounting the related cash flows of the underlying guaranteed
investment contracts based on the present value of the contract's
expected cash flows, discounted by current market interest rates for
like-duration and like-quality investments.
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
-----------------------
Expenses incurred in connection with the purchase or sale of securities are
charged against the investment funds whose assets are involved in such
transactions. Loan fees are paid by the borrowing participant. Legal,
accounting and certain administrative costs of the Plan are paid by the
Employer.
New accounting pronouncement
----------------------------
In September 2006, the Financial Accounting Standards Board issued
Statement on Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements. SFAS establishes a single authoritative definition of fair
value, sets out a framework for measuring fair value and requires
additional disclosures about fair value measurement. SFAS 157 is effective
for financial statements issued for fiscal years beginning after November
15, 2007. Management does not believe that the adoption of SFAS No. 157
will have a material effect on the Plan's financial statements.
3. 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 and the Plan's tax counsel believe that the Plan is designed and
is currently being operated in compliance with the applicable requirements
of the IRC. Therefore, the Plan's management and the Plan's tax counsel
believe 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
7
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
4. Interest in CEMEX, Inc. Savings Plan Trust
The Plan's investments, with the exception of the participant loans, are in
a Master Trust which was established on August 1, 2005 for the investment
of assets of the Plan and other Employer sponsored retirement plans. Each
participating retirement plan has an undivided interest in the Master
Trust. Investment income and administrative expenses relating to the Master
Trust are allocated to the individual plans based upon average monthly
balances invested by each plan. The assets of the Master Trust are held by
Nationwide Trust Company (trustee). At December 31, 2006 and 2005, the Plan
was the only participating plan in the Master Trust and as such, had a 100%
interest in the Master Trust.
The following table presents the investments for the Master Trust as of
December 31:
2006 2005
---- ----
CEMEX stock $ 83,539,271 $ 63,106,592
INVESCO Stable Value Trust 66,684,446 52,220,659
Washington Mutual Investors Fund 77,192,618 40,521,509
Growth Fund of America 49,192,935 36,123,503
PIMCO Total Return Fund 40,846,480 30,873,107
Templeton Foreign Fund 31,278,899 20,676,355
Franklin Balance Sheet Investment Fund 25,744,686 16,902,250
American Century Real Estate Fund 16,191,445 12,050,274
MFS International Fund 11,338,834 7,859,768
Franklin Small Mid-Cap Growth Fund 11,805,416 5,311,639
Templeton Developing Markets Fund 7,960,899 5,299,376
Federated Capital Reserve Account 245,341 70,803
Crane Company common stock 88,136 121,596
Cash Management Trust of America 33
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Total investments at fair value 422,109,406 291,137,464
Adjustment from fair value to contract value
for fully benefit-responsive investment contracts 1,455,029 810,198
------------- --------------
Total investments $ 423,564,435 $ 291,947,662
=========== ===========
Investment income for the Plan's holdings in the Master Trust is as follows
for the year ended December 31, 2006:
Net appreciation in fair value of common stock $ 10,300,778
Net appreciation in fair value of mutual funds 19,164,858
Interest and dividend income 22,351,146
----------
Total investment income $ 51,816,782
==========
Continued
8
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
5. Investments
The following investments represent 5% or more of the Plan's net assets as
of December 31:
2006 2005
---- ----
Interest in CEMEX, Inc. Savings Plan Trust $ 423,564,435 291,947,662
=========== ===========
6. Risks and Uncertainties
The Plan provides for investment in a various investment securities.
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. 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:
2006 2005
---- ----
Net assets available for benefits per the
financial statements $ 448,200,304 400,272,119
Benefits payable (1,301,078) (257,431)
Adjustment to contract value (1,455,029)
------------- --------------------
Net assets available for benefits per the
Form 5500 $ 445,444,197 400,014,688
=========== ===========
The following is a reconciliation of benefits paid to participants per the
2006 financial statements to the Form 5500:
Benefits paid to participants per the
financial statements $ 43,908,503
Less: Deemed distributions (107,627)
Less: Corrective distributions (24,841)
Add: Amounts payable at December 31, 2006 1,301,078
Less: Amounts payable at December 31, 2005 (257,431)
------------
Benefits paid to participants per the Form 5500 $ 44,819,682
==========
8. Related-Party Transactions
Certain Plan investments are American Depository Shares representing common
stock of CEMEX, S.A.B. de C.V. The Plan's transactions involving the CEMEX
stock qualify as party-in-interest transactions. However, these
transactions are covered by an exemption from the prohibited transaction
provisions of ERISA and the IRC.
Continued
9
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
9. Subsequent Events
Effective January 1, 2007, the Plan was amended to limit participant
transactions in the CEMEX stock investment option. The amendment provides
that a participant may only allocate up to 15% of his or her deferral
contributions into the CEMEX stock. Additionally, if the value of the
participant's CEMEX stock account comprises more than 20% of the
participant's entire account balance, he or she will not be permitted to
purchase additional shares of CEMEX stock via a transfer between investment
options.
In June 2007, the Sponsor received notice that Nationwide Trust Company
intended to resign as trustee of the Master Trust, effective July 31, 2007,
or earlier, at the Sponsor's discretion. This resignation is the result of
the acquisition of the 401(k) Companies, Inc. and subsidiaries, which
provides administrative and other services to the Plan, by the Charles
Schwab Corporation, effective March 31, 2007. The Sponsor has chosen the
Charles Schwab Trust Company to be the successor trustee of the Master
Trust.
10
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 31, 2006
(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
----------------------------------------------- --------------------------------------------------- ----------------
* Plan interest in CEMEX, Inc. Savings Plan Trust Master trust $ 422,077,852
* Participant loans 4.00% to 11.00%; 1-5 year term; payable monthly 22,310,498
---------------
$ 444,388,350
===============
* Party-in-interest
11
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 Period)
December 31, 2006
(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
----------------------------------------------- --------------------------------------------------- ----------------
* Plan interest in CEMEX, Inc. Savings Plan Trust Master trust $ 291,137,772
* Participant loans 4.00% to 11.50%; 1-5 year term; payable monthly 13,775,403
----------------
$ 304,913,175
================
* Party-in-interest
12
SIGNATURES
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 hereunto
duly authorized.
CEMEX, INC. SAVINGS PLAN
Date: June 25, 2007 By: /s/ Andrew M. Miller
------------------- ---------------------------
Name: Andrew M. Miller
Title: Chairman of Administrative
Committee
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.B. de C.V. of its report, dated June 25,
2007, with respect to the audited financial statements of the
CEMEX, Inc. Savings Plan as of December 31, 2006 and 2005.