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 [166] 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 mr@cemex.com 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 ir@cemex.com 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