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, 2003
---------------------------------------
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 66265
CEMEX, INC. SAVINGS PLAN
Financial Statements and
Supplemental Schedules
December 30, 2003 and 2002
(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, 2003 and 2002 2
Statement of Changes in Net Assets Available for Benefits -
Year Ended December 30, 2003 3
Notes to Financial Statements 4
Supplemental Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year) - December 30, 2003 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(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.]
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, 2003
and 2002, and the related statement of changes in net assets available for
benefits for the year ended December 30, 2003. 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. 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, 2003 and 2002, and the changes in net assets available for
benefits for the year ended December 30, 2003, 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 audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Mir Fox & Rodriguez
Houston, Texas
June 25, 2004
CEMEX, INC. SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 30, 2003 and 2002
Assets 2003 2002
------ ---- ----
Investments, at fair value:
Mutual funds $ 145,397,722 113,675,481
Common collective trust fund 48,712,699 50,009,886
Common stock 17,692,479 7,826,770
Participant loans 12,641,763 12,092,122
-----------------------------------
Total investments 224,444,663 183,604,259
Cash and cash equivalents 178,474 637,115
Accounts receivable 45,709 205,692
-----------------------------------
Total assets 224,668,846 184,447,066
-----------------------------------
Liabilities
Trades payable 78,124 755,509
Accounts payable 54,120 41,180
------------------------------------
Total liabilities 132,244 796,689
------------------------------------
Net assets available for benefits $ 224,536,602 183,650,377
====================================
See accompanying notes to financial statements.
CEMEX, INC. SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
Year Ended December 30, 2003
Additions to net assets:
Participant contributions $ 12,509,862
Employer contributions 6,356,814
Net appreciation in fair value of mutual funds 25,270,695
Net appreciation in fair value of common stock 3,042,337
Investment income 6,722,619
Transfer in from qualified plan 3,676,703
----------------
Total additions to net assets 57,579,030
----------------
Deductions from net assets:
Benefits paid to participants 16,604,081
Administrative fees and expenses 88,724
----------------
Total deductions from net assets 16,692,805
----------------
Net increase in net assets available for benefits 40,886,225
Net assets available for benefits:
Beginning of year 183,650,377
----------------
End of year $ 224,536,602
================
See accompanying notes to financial statements.
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements
December 30, 2003 and 2002
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 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.
Effective October 1, 2003, the non-union employees from the acquired
companies of Mineral Resources Technologies, Inc. and Prairie Material
Sales, Inc. were eligible to become participants in the Plan. Effective
January 1, 2004, the union employees from the acquired company of Prairie
Material Sales, Inc. were eligible to participate in 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. 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 Non-Union Employee's date of hire. From
January 1, 2002 to April 1, 2002, entry dates into the Plan for Non-Union
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 Kosmos Cement Co. at its Louisville Cement Plant
(Louisville Employees), who are covered under the Plan pursuant to the
provisions of a collective bargaining agreement, are eligible to
participate in the Plan on the first day of the month following
completion of 90 days of employment.
Prior to March 1, 2003, 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. Effective
March 1, 2003, Balcones Employees are eligible to participate in the Plan
beginning on the first day of the calendar quarter following the Balcones
Employee's date of hire.
Hourly paid employees of CEMEX, Inc.'s Charlevoix, Michigan plant
(Charlevoix Employees), who are covered under the Plan pursuant to the
provisions of a collective bargaining agreement, are eligible to
participate in the Plan beginning on the first day of the calendar
quarter following the Charlevoix Employee's completion of 90 calendar
days of employment with the Employer.
Continued
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
Contributions
-------------
Contributions into the Plan are as follows:
o Non-Union Employees and Charlevoix 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.
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.
o Prior to March 1, 2003, 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
18% of eligible compensation. Prior to March 1, 2003, the Employer
made matching contributions equal to 55% of the participant's
before-tax contributions that did 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.
Continued
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
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.
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.
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.
Continued
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
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.
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
-----------------------
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.
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
CEMEX, INC. SAVINGS PLAN
Notes to Financial Statements, Continued
3. Investments
As of December 30, 2003 and 2002, the Plan's investments were as follows:
2003 2002
---- ----
Stable Value Fund $ 48,712,699 50,009,886
Washington Mutual Investors Fund 36,801,117 28,584,245
PIMCO Total Return Fund 27,263,166
MFS Research Fund 20,429,540 15,382,673
CEMEX stock 17,445,158 7,631,885
Templeton Foreign Fund 17,084,213 12,097,655
Franklin Balance Sheet Investment Fund 13,097,187 9,617,994
Franklin Real Estate Securities Fund 9,283,007 6,494,732
Pilgrim International Small Cap Growth Fund 5,594,961 3,202,587
Putnam New Opportunities Fund 5,526,784 4,012,619
AIM Constellation Fund 4,554,233 3,535,507
Franklin Small Mid-Cap Growth Fund 3,282,847 1,804,370
Templeton Developing Markets Fund 2,479,903 1,178,971
Crane Company common stock 247,321 194,886
Alliance Capital Reserve Account 764 40,090
Bond Fund of America 27,724,037
Participant loans 12,641,763 12,092,122
--------------- -----------
$ 224,444,663 183,604,259
=============== ===========
Investments with a fair value that exceeds $11,226,830 at December 30,
2003 and $9,182,519 at December 30, 2002 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'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
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:
2003 2002
---- ----
Net assets available for benefits per the
financial statements $ 224,536,602 183,650,377
Benefits payable (26,604) (8,867)
---------------- ------------
Net assets available for benefits per the
Form 5500 $ 224,509,998 183,641,510
================ ============
The following is a reconciliation of benefits paid to participants per
the 2003 financial statements to the Form 5500:
Benefits paid to participants per the
financial statements $ 16,604,081
Add: Amounts payable at December 30, 2003 26,604
Less: Amounts payable at December 30, 2002 (8,867)
Benefits paid to participants per the Form 5500 $ 16,621,818
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, 2003
(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; 48,712,699 shares $ 48,712,699
Washington Mutual Washington Mutual Investors Fund; 1,280,930 shares 36,801,117
PIMCO Total Return Fund; 2,547,959 shares 27,263,166
MFS Fund Distributors, Inc. MFS Research Fund; 1,170,077 shares 20,429,540
* CEMEX, S.A. de S.V. American Depository Shares; 663,314 shares 17,445,158
Franklin Templeton Investor Services, Inc. Templeton Foreign Fund; 1,613,240 shares 17,084,213
Franklin Templeton Investor Services, Inc. Franklin Balance Sheet Investment Fund; 273,885 shares 13,097,187
Franklin Templeton Investor Services, Inc. Franklin Real Estate Securities Fund; 429,371 shares 9,283,007
ING Pilgrim Group Pilgrim International Small Cap Growth Fund; 207,837 shares 5,594,961
Putnam Investments Putnam New Opportunities Fund; 146,250 shares 5,526,784
AIM Family of Funds AIM Constellation Fund; 211,530 shares 4,554,233
Franklin Templeton Investor Services, Inc. Franklin Small Mid-Cap Growth Fund; 108,024 shares 3,282,847
Franklin Templeton Investor Services, Inc. Templeton Developing Markets Fund; 166,102 shares 2,479,903
Crane Company Common stock; 8,043 shares 247,321
Pershing Alliance Capital Reserve Account; 764 shares 764
* Participant loans 5.00% to 10.84%; 1-5 year term; payable monthly 12,641,763
--------------
$ 224,444,663
==============
* Party-in-interest
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, 2004
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 25,
2004, with respect to the audited financial
statements of the CEMEX, Inc. Savings Plan as of
December 30, 2003.
EXHIBIT 1
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference
of our report dated June 25, 2004, included in this Form 11-K, into the
previously filed registration statement on Form S-8 of the CEMEX, Inc. Savings
Plan (File No. 333-83962).
/s/ Mir Fox & Rodriguez
Mir Fox & Rodriguez, P.C.
Houston, Texas
June 28, 2004