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**************************************************************************** SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
X |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2001
OR
____ |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________________to_____________________
Commission file number 1-9759
A. |
Full title of the plan and the address of the plan, if different from that of the Issuer named below: |
IMC Global Inc. Profit Sharing and Savings Plan
B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
IMC GLOBAL INC.
100 S. Saunders Road Suite 300
Lake Forest, Illinois 60045-2561
847.739.1200
****************************************************************************
IMC Global Inc. Profit Sharing and Savings Plan
Financial Statements and Supplemental Schedule
Years ended December 31, 2001 and 2000
with Report of Independent Auditors
Employer Identification #36-3492467
Plan #004
****************************************************************************
IMC Global Inc. Profit Sharing and Savings Plan
Financial Statements
and Supplemental Schedule
Years ended December 31, 2001 and 2000
Contents
1 |
|
|
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Financial Statements |
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2 |
|
3 |
|
4 |
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|
|
Supplemental Schedule |
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Schedule H, Line 4i -Schedule of Assets (Held at End of Year) |
10 |
|
|
Exhibit 23 |
12 |
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Report of Independent Auditors
Plan Administrator
IMC Global Inc. Profit Sharing and Savings Plan
We have audited the accompanying statements of assets available for benefits of the IMC Global Inc. Profit Sharing and Savings Plan as of December 31, 2001 and 2000, and the related statements of changes in assets available for benefits for the years then ended. 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. 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 assets available for benefits of the Plan at December 31, 2001 and 2000, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2001, is presented for purposes of additional analysis and is not a required part of the 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 our 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/ Ernst & Young LLP |
Ernst & Young LLP |
****************************************************************************
EIN 36-3492467
IMC Global Inc. Profit Sharing and Savings Plan
Statements of Assets Available for Benefits
|
December 31 |
|
|
2001 |
2000 |
Assets |
|
|
Interest in master trust funds |
$ 75,981,049 |
$ 36,534,122 |
Investments, at fair value |
101,422,967 |
64,709,254 |
Receivables: |
|
|
Participant contributions |
202,110 |
84,582 |
Employer contributions |
3,520,260 |
2,100,537 |
Pending investment sales |
- |
23,872 |
Total receivables |
3,722,370 |
2,208,991 |
Assets available for benefits |
$181,126,386 |
$103,452,367 |
|
|
|
See accompanying notes.
****************************************************************************
EIN 36-3492467
Plan #004
IMC Global Inc. Profit Sharing and Savings Plan
Statements of Changes in Assets Available for Benefits
|
Year ended December 31 |
||||||
|
2001 |
2000 |
|||||
Additions |
|
|
|||||
Investment income (loss): |
|
|
|||||
Interest and dividends |
$ 1,876,267 |
$ 2,772,217 |
|||||
Net realized and unrealized depreciation in fair value of investments - Mutual funds |
|
|
|||||
Income from master trust funds |
7,285,635 |
2,528,567 |
|||||
Total investment income (loss) |
7,760,780 |
(1,465,535) |
|||||
Contributions: |
|
|
|||||
Participants |
4,745,802 |
3,614,913 |
|||||
Employer |
5,868,872 |
6,952,224 |
|||||
Total contributions |
10,614,674 |
10,567,137 |
|||||
Transfers from other plans |
98,044,307 |
- |
|||||
Total additions |
116,419,761 |
9,101,602 |
|||||
|
|
|
|||||
Deductions |
|
|
|||||
Distributions |
7,963,582 |
21,239,832 |
|||||
Transfers to other plans |
30,777,660 |
34,834,432 |
|||||
Administrative fees |
4,500 |
3,450 |
|||||
Total deductions |
38,745,742 |
56,077,714 |
|||||
Net increase (decrease) |
77,674,019 |
(46,976,112) |
|||||
Assets available for benefits - Beginning of year |
103,452,367 |
150,428,479 |
|||||
Assets available for benefits - End of year |
$181,126,386 |
$103,452,367 |
|||||
|
|
|
See accompanying notes.
****************************************************************************
EIN 36-3492467
Plan #004
IMC Global Inc. Profit Sharing and Savings Plan
Notes to Financial Statements
1. Description of the Plan
The following description of the IMC Global Inc. Profit Sharing and Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.
General
The Plan was established on March 1, 1988, for salaried employees of IMC Global Operations Inc. (a wholly owned subsidiary of IMC Global Inc.) and its wholly owned domestic subsidiaries (the Company). Employees are eligible to participate in the Plan immediately upon their date of hire. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective October 1, 2001, the IMC-Agrico MP, Inc. Profit Sharing and Savings Plan merged into the Plan. In November 2001, the Company sold its Salt division, and as a result, the assets related to the accounts of the Salt division participants were transferred to the acquiror's qualified plan.
Contributions
The Plan is funded by contributions from participants in the form of payroll deductions/ salary reductions from 1% to 15% of participants' eligible pay (subject to Internal Revenue Service (IRS) limits) in before-tax dollars, after-tax dollars, or a combination of both. The Plan is also funded by Company matching contributions, which are subject to certain limitations imposed by Section 415 of the Internal Revenue Code (IRC). For the years ended December 31, 2001 and 2000, the Company matched up to 6% of a participant's eligible pay as follows: $1 for every $1 a participant contributes to the Plan, up to the first 3% of a participant's eligible pay and $.50 for every $1 that a participant contributes to the Plan on the next 3% of a participant's eligible pay. The Company also makes a profit-sharing contribution, subject to certain limitations and requirements. All or any portion of the profit-sharing contributions, initially deposited to the IMC Global Stock Fund, may be in the form of cash or shares of IMC Global Inc. common stock. Generally, a participant must be employed on the last day of the Plan year to be eligible for profit-sharing contributions.
Participants may roll over their vested benefits from other qualified benefit plans to the Plan.
Participant Accounts
Each participant's account is credited with the participant's contributions and allocations of: (a) the Company contributions and (b) Plan earnings, and is charged with an allocation of certain administrative expenses. Allocations are based on earnings or account balances as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.
Administrative Expenses
Certain administrative expenses of the Plan are borne by the Company.
Investment Programs
Prior to October 1, 2001, the Plan's investments were administered by Marshall & Ilsley Trust Company. Upon joining the Plan, participants could direct their contributions, Company matching contributions, and Company profit-sharing contributions to a selection of nine investment fund options, three of which were pooled funds shared only by other IMC Global, Inc. and IMC-Agrico MP, Inc. 401(k) plans. Effective October 1, 2001, the Plan's investments are administered by Putnam Fiduciary Trust Company. A selection of sixteen investment options are offered, two of which are pooled funds shared by another IMC Global, Inc. plan. Additionally, one of the investment options offered as of October 1, 2001, is a self-managed brokerage account whereby participants can invest self-directed contributions in a variety of investments, including mutual funds, stocks, and bonds.
Participants may elect to change the investment direction of their existing account balances and their future contributions daily.
Vesting
Participants are immediately vested in the portion of their Plan account related to participant contributions, Company matching contributions, and earnings thereon. Participants are vested in the Company profit-sharing portion of their account after either five years of service, attaining age 65, or death while an employee. Forfeitures of nonvested participant accounts are used to offset Company contributions.
Withdrawals
Participants may withdraw their interest in the Plan upon termination of employment. Subject to certain requirements and limitations, active participants may withdraw funds. Most withdrawals made by participants, including hardship withdrawals, will result in suspension of Plan participation for at least one year.
Participants who terminate their employment and have an account balance in excess of $5,000 may: (1) receive their distribution in a lump sum; (2) defer their lump sum payment to no later than age 70 1/2; or (3) receive annual installment payments for up to 10 years. Participants may be entitled to additional forms of payment, or may need to obtain spousal consent to a distribution or withdrawal if: the participant had an account balance from another qualified plan; and that plan was maintained by a company that was acquired by the Company; and the participant's account balance was transferred to this Plan.
Loans to Participants
Participants in the Plan may be granted loans subject to certain terms and maximum dollar or Plan account balance limits, as defined by the Plan. Principal repayments, which are over one to five years for general purpose loans and over one to ten years for residential loans, and related interest income are credited to the borrowing participant's account. Loan payments are made by payroll deductions. Each loan bears interest at the prevailing rate for loans of similar risk, date of maturity, and date of grant.
Plan Termination
Although it has not expressed any interest to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
2. Summary of Significant Accounting Policies
Investment Valuation and Income Recognition
Except for guaranteed investment contracts, investments are stated at fair value. Fair value is the last reported sales price on the last business day of the month for securities traded on a national securities exchange and in the over-the-counter market. Fair value for shares of master trust funds and mutual funds is the net asset value of those shares or units, as determined by the respective funds. Loans to participants are valued at cost, which approximates fair value. Guaranteed investment contracts are carried at contract value.
Net income or loss from the Master Trust is allocated monthly to each participating plan based on the ratio of each plan's equity to the total equity of all participating plans prior to the allocations.
Purchases and sales of securities are accounted for on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest from investments is recorded on the accrual basis.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan administrator to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Reclassifications
Certain amounts in the 2000 financial statements have been reclassified to conform to the 2001 presentation.
3. Investment in Master Trust Funds
Assets of the IMC Global Bond Fund, the IMC Global Stock Fund, and the Stable Value Fund (formerly know as the IMC Global Fixed Income Fund) are invested in shares of IMC Global Inc. pooled funds shared by other IMC Global Inc. 401(k) plans. The Plan's investment in the IMC Global Bond Fund was liquidated October 1, 2001. The Plan held a 94%, and 89% interest, respectively, in the IMC Global Stock Fund, and the Stable Value Fund at December 31, 2001. The Plan held a 24%, 27%, and 46% interest, respectively, in the IMC Global Bond Fund, the IMC Global Stock Fund, and the IMC Global Fixed Income Fund at December 31, 2000.
The equitable shares in the pooled funds of a participating plan are proportionate to the fair market value of the assets allocable to such participating plan.
The assets of the pooled funds as of December 31, 2001, were as follows:
|
IMC Global |
Stable |
Putnam Stable Value Fund |
$ - |
$27,562,372 |
IMC Global Inc. common stock |
25,771,278 |
- |
Guaranteed Investment Contracts: |
|
|
Business Mens Assurance Co. |
- |
3,208,624 |
Rabobank Nederland |
- |
1,982,509 |
Allstate Life Insurance Co. |
- |
4,123,600 |
Ohio National Life Insurance Co. |
- |
5,550,318 |
SunAmerica Life Insurance Co. |
- |
4,100,827 |
John Hancock Life Insurance Co. |
- |
1,766,076 |
Connecticut General Life Insurance Co. |
- |
4,736,098 |
Protective Life Insurance Co. |
- |
5,135,939 |
Cash equivalents |
245,256 |
- |
Pending investment transactions |
(243,993) |
38,847 |
Accrued interest and dividends |
403 |
- |
Net assets |
$25,772,944 |
$58,205,210 |
|
|
|
*Formerly known as the IMC Global Fixed Income Fund.
The assets of the pooled funds as of December 31, 2000, were as follows:
|
IMC Global |
IMC Global |
IMC Global |
Bond Fund of America |
$3,860,168 |
$ - |
$ - |
IMC Global Inc. common stock |
- |
22,406,701 |
- |
M&I Stable Principal Fund |
- |
- |
20,346,347 |
Guaranteed Investment Contracts: |
|
|
|
Allstate Life Insurance Co. |
- |
- |
4,121,961 |
Rabobank Nederland |
- |
- |
2,593,751 |
John Hancock Life Insurance Co. |
- |
- |
1,664,382 |
Government Plus Synthetic |
- |
- |
9,285,886 |
Ohio National Life Insurance Co. |
- |
- |
5,223,828 |
SunAmerica Life Insurance Co. |
- |
- |
7,981,848 |
Connecticut General Life Insurance Co. |
- |
- |
4,495,587 |
Protective Life Insurance Co. |
- |
- |
5,135,114 |
Business Men's Assurance Co. |
- |
- |
3,209,268 |
Money Market Fund |
- |
- |
622,304 |
Cash |
116,885 |
524,672 |
- |
Pending investment transactions |
- |
1,527,118 |
- |
Accrued interest and dividends |
7,339 |
2,316 |
80,379 |
Liabilities |
- |
(1,525,000) |
- |
Net assets |
$3,984,392 |
$22,935,807 |
$64,760,655 |
|
|
|
|
Earnings (losses) and expenses in the pooled balances for the year ended December 31, 2001, are summarized as follows:
|
IMC Global |
IMC Global |
Stable |
Interest and dividend income |
$ 223,947 |
$ 162,705 |
$ 3,840,727 |
Net realized and unrealized appreciation (depreciation) |
|
|
|
Common collective trust fund |
(1,720) |
- |
- |
IMC Global, Inc. common stock |
- |
(2,446,492) |
- |
Guaranteed investments contracts |
- |
- |
42,416 |
Investment expenses |
- |
- |
(106,382) |
|
$ 222,227 |
$ (2,283,787) |
$ 3,776,761 |
|
|
|
|
*Formerly known as the IMC Global Fixed Income Fund.
Earnings (losses) and expenses in the pooled balances for the year ended December 31, 2000, are summarized as follows:
|
IMC Global |
IMC Global |
IMC Global |
Interest and dividend income |
$ 131,916 |
$ 274,251 |
$2,406,558 |
Net realized and unrealized appreciation (depreciation) |
|
|
|
Common collective trust fund |
(159,050) |
- |
- |
IMC Global, Inc. common stock |
- |
2,372,715 |
- |
Investment expenses |
- |
- |
(165,797) |
|
$ (27,134) |
$2,646,966 |
$2,240,761 |
|
|
|
|
4. Significant Investments
Individual investments that represent 5% or more of net assets available for benefits were as follows:
|
December 31 |
|
|
2001 |
2000 |
Mutual funds: |
|
|
Fidelity Equity-Income Fund |
$ - |
$ 8,239,461 |
Vanguard Wellington Fund |
- |
9,058,804 |
Fidelity Magellan Fund |
22,719,921 |
18,853,219 |
Vanguard Index Trust 500 Fund |
- |
20,944,040 |
Putnam Equity Income Fund |
26,288,250 |
- |
Putnam Asset Allocation - Balanced Portfolio |
12,546,415 |
- |
S&P 500 Index Fund |
16,533,993 |
- |
|
|
|
5. Federal Income Tax Status
The IRS ruled on July 17, 1995, that the Plan qualified under Section 401(a) of the IRC, and therefore, the related trust is not subject to tax under present income tax law. The Plan has been amended and restated since receiving the determination letter. However, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
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Supplemental Schedule
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EIN 36-3492467
IMC Global Inc. Profit Sharing and Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
|
|
Number of Shares |
Current |
Putnam Fiduciary Trust Company* |
Putnam Equity Income Fund |
1,787,100 |
$26,288,250 |
|
Fidelity Magellan Fund |
217,999 |
22,719,921 |
|
S&P 500 Index Fund |
593,680 |
16,533,993 |
|
Putnam Asset Allocation - Balanced Portfolio |
1,277,638 |
12,546,415 |
|
T. Rowe Price Small Cap Stock Fund |
337,167 |
8,543,816 |
|
PIMCO Total Return Fund |
545,805 |
5,709,128 |
|
Putnam International Growth Fund |
145,378 |
2,900,298 |
|
Putnam Investors Fund |
47,377 |
552,418 |
|
Vanguard Windsor II Fund |
19,304 |
494,012 |
|
Capital Guardian Emerging Markets Equity Fund |
50,529 |
329,960 |
|
Putnam Asset Allocation - Growth Portfolio |
30,356 |
292,638 |
|
CSF Direct Securities Account (self-managed brokerage account) |
- |
220,008 |
|
Putnam Asset Allocation - Conservative Portfolio |
18,096 |
157,438 |
|
Pending Account |
- |
51,688 |
Loans to participants |
Varying maturities with interest rates ranging from 6.00% to 9.75% |
- |
4,082,984 |
|
|
|
$101,422,967 |
|
|
|
|
*Indicates party in interest to the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, I the Undersigned Chairman of the Employee Benefits Committee, have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
IMC GLOBAL INC. PROFIT SHARING AND SAVINGS PLAN
/s/ Stephen P. Malia |
Date: June 24, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons in their capacities as members of the Employee Benefits Committee and on the dates indicated.
Signature |
Title |
Date |
/s/ J. Reid Porter |
Executive Vice President and Chief Financial Officer |
June 24, 2002 |
/s/ Stephen P. Malia |
Senior Vice President Human Resources |
June 24, 2002 |
/s/ E. Paul Dunn, Jr. |
Vice President Finance and Treasurer |
June 24, 2002 |
/s/ Mary Ann Hynes |
Senior Vice President and General Counsel |
June 24, 2002 |
/s/ James O. Siemers |
Director of Compensation and Benefits |
June 24, 2002 |
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Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-22079) pertaining to the IMC Global Inc. Profit Sharing and Savings Plan of our report dated April 15, 2002, with respect to the financial statements of the IMC Global Inc. Profit Sharing and Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001.
/s/ Ernst & Young LLP |
Ernst & Young LLP |
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