Additional information (pdf 1618 Kb)

Transcription

Additional information (pdf 1618 Kb)
terms we use
Industry terms
Aggregates are sand and gravel, which are mined from quarries.
They give ready-mix concrete its necessary volume and add
to its overall strength. Under normal circumstances, one cubic
meter of fresh concrete contains two metric tons of gravel and
sand.
Financial terms
American Depositary Shares (ADSs) are a means for nonU.S.-based corporations to list their ordinary equity on an
American stock exchange. Denominated in US dollars, they
confer full rights of ownership to the corporation’s underlying
shares, which are held on deposit by a custodian bank in the
company’s home country or territory. In relation to CEMEX,
Citibank, N.A. is the depositary of CEMEX’s ADSs and each ADS
represents 10 CPOs. The CEMEX ADSs are listed on the New
York Stock Exchange.
Free cash flow CEMEX defines it as operating EBITDA minus
net interest expense, maintenance capital expenditures, change
in working capital, taxes paid, and other cash items (net other
expenses less proceeds from the disposal of obsolete and/or
substantially depleted operating fixed assets that are no longer
in operation). Free cash flow is not a GAAP measure.
LIBOR (London Interbank Offered Rate) is a reference rate
based on the interest rates at which banks borrow unsecured
funds from other banks in London.
Maintenance capital expenditures CEMEX defines it as investments incurred with the purpose of ensuring the company’s
operational continuity. These include capital expenditures on
projects required to replace obsolete assets or maintain current
operational levels and mandatory capital expenditures, which
are projects required to comply with governmental regulations
or company policies. Maintenance capital expenditures is not a
GAAP measure.
Operating EBITDA CEMEX defines it as operating earnings
before other expenses, net, plus depreciation and amortization.
Operating EBITDA does not include revenues and expenses
that are not directly related to CEMEX’s main activity, or which
are of an unusual or non-recurring nature under International
Financial Reporting Standards (IFRS). Operating EBITDA is not a
GAAP measure.
Ordinary Participation Certificates (CPOs) are issued under
the terms of a CPO Trust Agreement governed by Mexican
law and represent two of CEMEX’s series A shares and one of
CEMEX’s series B shares. This instrument is listed on the Mexican
Stock Exchange.
pp equals percentage points.
Strategic capital expenditures CEMEX defines it as investments incurred with the purpose of increasing the company’s
profitability. These include capital expenditures on projects designed to increase profitability by expanding capacity, and margin
improvement capital expenditures, which are projects designed
to increase profitability by reducing costs. Expansion capital
expenditures is not a GAAP measure.
TIIE (Tasa de Interés Interbancaria de Equilibrio) is a measure
of the average cost of funds in pesos in the Mexican interbank
money market.
Total debt CEMEX defines it as short-term and long-term debt
plus convertible securities, liabilities secured with account receivables and capital leases. Total debt is not a GAAP measure.
Net working capital CEMEX defines it as operating accounts
plus inventories minus operating accounts payable. Working
capital is not a GAAP measure.
bps (Basis Point) is a unit of percentage measure equal to
0.01%, used to measure the changes to interest rates, equity
indices, and fixed-income securities.
Clean Development Mechanism (CDM) is a mechanism under
the Kyoto Protocol that allows Annex I countries to recognize
greenhouse gas emission reductions from projects developed in
Non-Annex I countries.
Clinker is an intermediate cement product made by sintering
limestone, clay, and iron oxide in a kiln at around 1,450 degrees
Celsius. One metric ton of clinker is used to make approximately
1.1 metric tons of gray Portland cement.
Fly ash is a combustion residue from coal-fired power plants
that can be used as a non-clinker cementitious material.
Gray Portland cement is a hydraulic binding agent with a composition by weight of at least 95% clinker and 0–5% of a minor
component (usually calcium sulfate). It can set and harden underwater and, when mixed with aggregates and water, produces
concrete or mortar.
Installed capacity is the theoretical annual production capacity
of a plant; whereas effective capacity is a plant’s actual optimal
annual production capacity, which can be 10–20% less than
installed capacity.
Metric ton is the equivalent of 1.102 short tons.
Petroleum coke (petcoke) is a by-product of the oil refining
coking process.
Pozzolana is a fine, sandy volcanic ash.
Ready-mix concrete is a mixture of cement, aggregates, and
water.
Slag is the by-product of smelting ore to purify metals.
[165]
board of directors
Directors
Audit Committee
Lorenzo H. Zambrano
Roberto Zambrano Villarreal
Chairman of the Board
President
Rogelio Zambrano Lozano
José Manuel Rincón Gallardo
Tomás Milmo Santos
Rafael Rangel Sostmann
Independent Members
Corporate Practices Committee
Armando J. García Segovia
Dionisio Garza Medina
Rodolfo García Muriel
President
Roberto Zambrano Villarreal
Dionisio Garza Medina
José Manuel Rincón Gallardo
Rafael Rangel Sostmann
Francisco Javier Fernández Carbajal
Secretary
Francisco Javier Fernández Carbajal
Rafael Rangel Sostmann
Finance Committee
Rogelio Zambrano Lozano
President
Ramiro Villarreal Morales
Tomás Milmo Santos
(not a member of the board)
Rodolfo García Muriel
Francisco Javier Fernández Carbajal
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executive comittee
Lorenzo H. Zambrano (69)
Chairman of the Board and Chief Executive Officer
Mr. Zambrano joined CEMEX in 1968. He was named
CEO in 1985 and has served as Chairman of the Board
since 1995. Mr. Zambrano holds a BS degree in Mechanical Engineering from Tecnológico de Monterrey and an
MBA from Stanford University.
Jaime Elizondo (50)
President CEMEX South, Central America and
the Caribbean
Jaime Elizondo joined CEMEX in 1985, and since then,
he has headed several operations, including Panama,
Colombia, Venezuela, and, more recently, Mexico. He is
the current President of CEMEX South, Central America
and the Caribbean, and is also in charge of the company’s
global Procurement area. He graduated with a BS degree
in Chemical and Systems Engineering and an MBA from
Tecnológico de Monterrey.
Joaquín Estrada (50)
President CEMEX Asia
Since he joined CEMEX in 1992, Joaquín Estrada has held
several executive positions, including head of operations
in Egypt and Spain, as well as head of Trading for Europe,
the Middle East, and Asia. He is currently President of
CEMEX Asia, and is also responsible for the company’s
global Trading area. Joaquín graduated with a degree in
economics from the University of Zaragoza and holds an
MBA from the Instituto de Empresa.
Fernando A. González (59)
Executive Vice President of Finance (CFO)
and Administration
Since joining CEMEX in 1989, Fernando A. González
has held several senior management positions, including
Corporate Vice President of Strategic Planning; President
of CEMEX Venezuela; President of CEMEX Asia; President of CEMEX South America and the Caribbean region;
President of CEMEX Europe, Middle East, Africa, Asia, and
Australia region; Executive Vice President of Planning and
Development; and Executive Vice President of Planning
and Finance. He is currently the CFO of CEMEX. Fernando
earned his BA and MBA from Tecnológico de Monterrey.
Luis Hernández (50)
Executive Vice President of Organization and
Human Resources
Luis Hernández joined CEMEX in 1996, and has held
senior management positions in the Strategic Planning
and Human Resources areas. He is currently Executive
Vice President of Organization and Human Resources.
Luis graduated with a degree in Civil Engineering from
Tecnológico de Monterrey, and holds a Master’s degree
in Civil Engineering and an MBA from the University of
Texas at Austin.
Ignacio Madridejos (48)
President CEMEX Northern Europe
Ignacio Madridejos joined CEMEX in 1996 and after holding management positions in the Strategic Planning area,
he headed CEMEX operations in Egypt, Spain, and Western Europe. He is currently President of CEMEX Northern
Europe, and is also responsible for the company’s global
Energy and Sustainability area. Ignacio graduated with a
MSc in Civil Engineering from the Polytechnic University
of Madrid and holds an MBA from Stanford University.
[167]
Jaime Muguiro (45)
President CEMEX Mediterranean
Jaime Muguiro joined CEMEX in 1996, and held several
executive positions in the areas of Strategic Planning,
Business Development, Ready-Mix Concrete, Aggregates, and Human Resources. More recently, he headed
CEMEX operations in Egypt. He is currently President
of CEMEX Mediterranean, which includes operations in
Spain, Egypt, Croatia, and the Middle East. He graduated
with a Management degree from San Pablo CEU University, and holds a Law degree from the Complutense University of Madrid and an MBA from the Massachusetts
Institute of Technology.
Juan Romero (57)
President CEMEX Mexico
Juan Romero joined CEMEX in 1989, and has held several
high-ranking positions within the organization, including
President of CEMEX operations in Colombia, Mexico, the
South America and the Caribbean region, and the Europe,
Middle East, Africa, and Asia region. He is currently
President of CEMEX Mexico, and is also in charge of the
company’s global Technology area. Juan Romero graduated from the University of Comillas, where he studied
Law, Economics, and Management.
Juan Pablo San Agustín (45)
Executive Vice President of Strategic Planning and New
Business Development
Juan Pablo San Agustín joined CEMEX in 1994 and has
held executive positions in the Strategic Planning, Continuous Improvement, e-Business, and Marketing areas. He
is currently Executive Vice President of Strategic Planning
and New Business Development. He graduated with a BS
from Metropolitan University, and holds an MBA from the
Instituto de Empresa.
Karl Watson, Jr. (49)
President CEMEX USA
Karl Watson, Jr. formally joined CEMEX in 2007, after a
successful career of more than 22 years in the building
materials industry. Since then he has held several senior
positions in the company’s operations in Florida and the
Eastern region of the United States. Before joining CEMEX
he headed the ready-mix concrete and concrete products
divisions of Rinker in the USA and Australia. He is currently President of CEMEX USA. Karl holds an MBA from the
University of Nova Southeastern, Florida.
[168]
investor and media information
Media relations contact
[email protected]
Phone: (52-81) 8888-4334
Fax: (52-81) 8888-4417
Headquarters
Av. Ricardo Margáin Zozaya 325
66265 San Pedro Garza García, N.L. México
Phone: (52-81) 8888-8888
Fax: (52-81) 8888-4417
Investor relations contact
[email protected]
From the US: 1 877 7CX NYSE
From other countries : (212) 317-6000
Fax: (212) 317-6047
Mexico City office
Av. Presidente Masarik 101-18
11570 México, D.F. México
Phone: (52-55) 5726-9040
Fax: (52-55) 5203-2542
Web address
www.cemex.com
New York office
590 Madison Ave. 41st floor
New York, NY 10022 USA
Phone: (212) 317-6000
Fax: (212) 317-6047
Exchange listings
Bolsa Mexicana de Valores (BMV) Mexico
Ticker symbol:
CEMEXCPO
Share series:
CPO (representing two A shares and one B share)
New York Stock Exchange (NYSE) United States
Ticker symbol:
CX
Share series:
ADS (representing 10 CPOs)
[169]
Cautionary Statement Regarding Forward-Looking Statements
This annual report contains forward-looking statements within the meaning of securities
laws in the U.S. and Mexico. We intend these forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements in the U.S. federal securities laws
and equivalent provision in Mexican securities laws.
In some cases, these statements can be identified by the use of forward-looking words such
as, but not limited to, “may,” “should,” “could,” “anticipate,” “estimate,” “expect,” “plan,”
“believe,” “predict,” “potential” and “intend” or other similar words. These forward-looking
statements reflect our current expectations and projections about future events based on
our knowledge of present facts and circumstances and assumptions about future events.
These statements necessarily involve risks and uncertainties that could cause actual results
to differ materially from our expectations. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could have an impact on
us or our subsidiaries, include: the cyclical activity of the construction sector; competition;
general political, economic and business conditions; the regulatory environment, including
environmental, tax and acquisition-related rules and regulations; our ability to satisfy our
obligations under the Facilities Agreement recently entered into with our major creditors
as well as under the indentures that govern our high yield notes; our ability to consummate
contemplated asset sales and to achieve cost-savings from our cost-reduction initiatives;
weather conditions; natural disasters and other unforeseen events; and other risks and uncertainties associated with our business and the countries in which we operate.
Readers are urged to read this annual report and carefully consider the risks, uncertainties
and other factors that affect our business. The information contained in this annual report
is subject to change without notice, and we are not obligated to publicly update or revise
forward-looking statements. Readers should review future reports filed by us with the SEC
and the BMV and/or CNBV.
This annual report also includes statistical data regarding the production, distribution, marketing and sale of cement, ready-mix concrete, clinker and aggregates. We generated some
of this data internally, and some was obtained from independent industry publications and
reports that we believe to be reliable sources. We have not independently verified this data
nor sought the consent of any organizations to refer to their reports in this annual report.
[170]
www.cemex.com
Centro Roberto Garza Sada, Universidad de Monterrey, Mexico. Architect: Tadao Ando.
design: signi.com.mx