-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LzJSs77Tb0IwZZDoI/YTkQGm9zpy6m91OC8aCqec89ERdEAnLhWV4VTWq2BbPLPR +cDZcGmY/+1JBLicriruGQ== 0000820626-98-000017.txt : 19980515 0000820626-98-000017.hdr.sgml : 19980515 ACCESSION NUMBER: 0000820626-98-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMC GLOBAL INC CENTRAL INDEX KEY: 0000820626 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 363492467 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09759 FILM NUMBER: 98620006 BUSINESS ADDRESS: STREET 1: 2100 SANDERS RD CITY: NORTHBROOK STATE: IL ZIP: 60062 BUSINESS PHONE: 8472729200 MAIL ADDRESS: STREET 1: 2345 WAUKEGAN ROAD - SUITE E-200 CITY: BANNOCKBURN STATE: IL ZIP: 60015-5516 FORMER COMPANY: FORMER CONFORMED NAME: IMC FERTILIZER GROUP INC DATE OF NAME CHANGE: 19920703 10-Q 1 FOR QUARTER ENDED 03/31/98 - --------------------------------------------------------------------- ------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 Commission file number 1-9759 IMC GLOBAL INC. (Exact name of Registrant as specified in its charter) Delaware 36-3492467 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2100 Sanders Road Northbrook, Illinois 60062 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 272-9200 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . ------ ------ APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: 114,311,666 shares, excluding 10,738,520 treasury shares as of May 7, 1998. ------------------------------------------------------------------ - ---------------------------------------------------------------------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements. The accompanying interim condensed consolidated financial statements of IMC Global Inc. (Company) do not include all disclosures normally provided in annual financial statements. These financial statements, which should be read in conjunction with the consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, are unaudited but include all adjustments which the Company's management considers necessary for a fair presentation. These adjustments consist of normal recurring accruals except as discussed in the following Notes to Condensed Consolidated Financial Statements. Certain 1997 amounts have been reclassified to conform to the 1998 presentation. Interim results are not necessarily indicative of the results expected for the full year. CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (In millions except per share amounts)
Three Months Ended March 31, 1998 1997 - ----------------------------------------------------------------------- Net sales $676.8 $664.8 Cost of goods sold 503.6 493.3 ------ ------ Gross margins 173.2 171.5 Selling, general and administrative expenses 64.3 63.2 Exploration expenses 9.5 - ------ ------ Operating earnings 99.4 108.3 Interest expense 24.1 12.7 Other (income) and expense, net (4.1) (1.3) ------ ------ Earnings before minority interest 79.4 96.9 Minority interest 5.4 35.3 ------ ------ Earnings before taxes 74.0 61.6 Provision for income taxes 26.0 22.5 ------ ------ Earnings before extraordinary item 48.0 39.1 Extraordinary charge - debt retirement (2.7) - ------ ------ Net earnings $ 45.3 $ 39.1 ====== ====== Basic earnings per share: Earnings before extraordinary item $ 0.42 $ 0.41 Extraordinary charge - debt retirement (0.02) - ------ ------ Net earnings per share $ 0.40 $ 0.41 ====== ====== Basic weighted average number of shares outstanding 114.0 95.3 Diluted earnings per share: Earnings before extraordinary item $ 0.42 $ 0.41 Extraordinary charge - debt retirement (0.02) - ------ ------ Net earnings per share $ 0.40 $ 0.41 ====== ====== Diluted weighted average number of shares outstanding 114.8 96.3 (See Notes to Condensed Consolidated Financial Statements on Page 5)
CONDENSED CONSOLIDATED BALANCE SHEET (Dollars in millions except per share amounts)
March 31, December 31, Assets 1998 1997 - ---------------------------------------------------------------------- Current assets: Cash and cash equivalents $ 123.8 $ 109.7 Receivables, net 298.0 288.1 Inventories 679.5 592.8 Deferred income taxes 54.3 54.2 Other current assets 17.6 17.4 -------- -------- Total current assets 1,173.2 1,062.2 Property, plant and equipment, net 2,544.5 2,506.0 Other assets 1,126.0 1,105.7 -------- -------- Total assets $4,843.7 $4,673.9 ======== ======== Liabilities and Stockholders' Equity - ---------------------------------------------------------------------- Current liabilities: Accounts payable $ 319.9 $ 253.3 Accrued liabilities 200.5 230.9 Short-term debt and current maturities of long-term debt 106.9 188.9 -------- -------- Total current liabilities 627.3 673.1 Long-term debt, less current maturities 1,393.2 1,235.2 Deferred income taxes 396.9 389.7 Other noncurrent liabilities 447.6 440.2 Stockholders' equity: Common stock, $1 par value authorized 300,000,000 shares issued 125,017,239 shares and 124,668,286 shares at March 31 and December 31, respectively 125.0 124.6 Capital in excess of par value 1,696.2 1,690.3 Retained earnings 482.1 446.2 Accumulated other comprehensive income (28.4) (30.8) Treasury stock, at cost, 10,738,520 shares and 10,691,520 shares at March 31 and December 31, respectively (296.2) (294.6) -------- -------- Total stockholders' equity 1,978.7 1,935.7 -------- -------- Total liabilities and stockholders' equity $4,843.7 $4,673.9 ======== ======== (See Notes to Condensed Consolidated Financial Statements on Page 5)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions)
Three months ended March 31, 1998 1997 - ----------------------------------------------------------------------- Cash Flows from Operating Activities - ------------------------------------ Net earnings $ 45.3 $ 39.1 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation, depletion and amortization 48.2 43.3 Minority interest 5.4 35.3 Deferred income taxes 6.3 6.3 Other charges and credits, net (14.7) (15.5) Changes in: Receivables (13.3) (30.9) Inventories (86.7) (107.9) Other current assets (0.2) 4.0 Accounts payable 66.5 145.1 Accrued liabilities (17.4) 9.0 ------- ------- Net cash provided by operating activities 39.4 127.8 ------- ------- Cash Flows from Investing Activities - ------------------------------------ Capital expenditures (88.7) (39.0) Acquisitions of businesses, net of cash acquired (1.0) (11.4) Proceeds from sales of property, plant and equipment 2.3 0.7 ------- ------- Net cash used in investing activities (87.4) (49.7) ------- ------- Net cash provided (used) before financing activities (48.0) 78.1 ------- ------- Cash Flows from Financing Activities - ------------------------------------ Joint venture cash distributions to Phosphate Resource Partners Limited Partnership, net (13.1) (47.0) Payments of long-term debt (728.3) (128.2) Proceeds from issuance of long-term debt, net 886.3 235.3 Changes in short-term debt, net (82.0) (50.0) Increase (decrease) in securitization of accounts receivable, net 3.5 (12.5) Stock options exercised 7.9 1.4 Cash dividends paid (9.1) (7.5) Purchase of treasury stock (3.1) (79.8) ------- ------- Net cash provided by (used in) financing activities 62.1 (88.3) ------- ------- Net change in cash and cash equivalents 14.1 (10.2) Cash and cash equivalents - beginning of period 109.7 63.3 ------- ------- Cash and cash equivalents - end of period $ 123.8 $ 53.1 ======= ======= (See Notes to Condensed Consolidated Financial Statements on Page 5)
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (In millions except per share amounts)
Three months ended March 31, 1998 1997 - ----------------------------------------------------------------------- Common stock: Balance at December 31 $ 124.6 $ 101.6 Restricted stock awards (0.1) - Stock options exercised and other 0.5 0.1 -------- -------- Balance at March 31 125.0 101.7 Capital in excess of par value: Balance at December 31 1,690.3 936.1 Restricted stock awards 0.3 - Stock options exercised and other 5.6 1.3 -------- -------- Balance at March 31 1,696.2 937.4 Retained earnings: Balance at December 31 446.2 413.0 Net earnings 45.3 39.1 Dividends ($.08 per share in 1998 and 1997) (9.1) (7.5) Other (0.3) - -------- -------- Balance at March 31 482.1 444.6 Accumulated other comprehensive income: Balance at December 31 (30.8) (17.2) Foreign currency translation adjustment 2.4 (5.0) -------- -------- Balance at March 31 (28.4) (22.2) Treasury stock: Balance at December 31 (294.6) (107.3) Restricted stock awards and other 1.5 - Purchase of treasury stock (3.1) (79.8) -------- -------- Balance at March 31 (296.2) (187.1) -------- -------- Total stockholders' equity at March 31 $1,978.7 $1,274.4 ======== ======== (See Notes to Condensed Consolidated Financial Statements on Page 5)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions except per share amounts) 1. Extraordinary Charge - Debt Retirement -------------------------------------- In January 1998, the Company prepaid $120.0 million of unsecured term loans which bore interest at rates ranging between 7.12 percent and 7.18 percent and which were to mature at various dates between 2000 and 2005. In connection with the prepayment of such unsecured term loans, the Company recorded an extraordinary charge, net of taxes, of $2.7 million for redemption premium incurred. This prepayment was financed by net debt proceeds from the issuance in January 1998 of $150.0 million 6.55 percent senior notes due 2005 and $150.0 million 7.30 percent debentures due 2028. 2. Earnings Per Share ------------------ In February 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 128, "Earnings Per Share," which is required to be adopted for financial statements for periods ending after December 15, 1997. As a result, the basic and diluted earnings per share amounts reported for 1998 have been calculated in accordance with SFAS No. 128. Similarly, all earnings per share amounts reported for prior periods have been restated to comply with this statement. The following table sets forth the computation of basic and diluted earnings per share:
1998 1997 ---- ---- Basic earnings per share computation: Earnings available before extraordinary item $48.0 $39.1 Extraordinary charge - debt retirement (2.7) - ----- ----- Earnings available to common stockholders $45.3 $39.1 ===== ===== Basic weighted average common shares outstanding 114.0 95.3 Earnings per share before extraordinary item $0.42 $0.41 Extraordinary charge - debt retirement (0.02) - ----- ----- Basic earnings per share $0.40 $0.41 ===== ===== Diluted earnings per share computation: Earnings available before extraordinary item $48.0 $39.1 Extraordinary charge - debt retirement (2.7) - ----- ----- Earnings available to common stockholders $45.3 $39.1 ===== ===== Basic weighted average common shares outstanding 114.0 95.3 Unexercised stock options 0.8 1.0 ----- ----- Diluted weighted average common shares outstanding 114.8 96.3 ===== ===== Earnings per share before extraordinary item $0.42 $0.41 Extraordinary charge - debt retirement (0.02) - ----- ----- Diluted earnings per share $0.40 $0.41 ===== =====
Options to purchase approximately 2.3 million and 1.2 million shares of common stock were outstanding during the March 1998 and 1997 quarters, respectively, but were not included in the computation of diluted earnings per share because the exercise price was greater than the average market price of the common shares and, therefore, the effect would be antidilutive. Additionally, warrants to purchase approximately 8.4 million shares of common stock were outstanding during the March 1998 quarter but were not included in the computation of diluted earnings per share for the same reason as the options noted above. 3. Operating Segments ------------------ In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," was issued effective for fiscal years beginning after December 15, 1997. The statement allows, and the Company chose, the early adoption of this statement for the year ended December 31, 1997 and all subsequent reporting periods. The Company's reportable segments and related accounting policies are consistent with those as disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 1997. Segment information for the years 1998 and 1997 was as follows:
Three months ended March 31, 1998 ---------------------------------------------------- IMC-Agrico IMC IMC Crop Nutrients Kalium AgriBusiness Other(a) Total -------------- ------ ------------ ----- ----- Net sales from external customers $316.2 $150.2 $140.3 $ 70.1 $676.8 Intersegment net sales 48.3 25.4 - 3.0 76.7 Gross margins 71.3 76.6 19.3 6.0 173.2 Operating earnings 61.1 69.9 (7.6) (24.0) 99.4 Three months ended March 31, 1997 ---------------------------------------------------- IMC-Agrico IMC IMC Crop Nutrients Kalium AgriBusiness Other(a) Total -------------- ------ ------------ ----- ----- Net sales from external customers $312.1 $125.3 $139.9 $ 87.5 $664.8 Intersegment net sales 43.6 23.0 - 13.4 80.0 Gross margins 79.9 55.4 22.2 14.0 171.5 Operating earnings 69.3 50.3 (4.9) (6.4) 108.3
(a) Segment information below the quantitative thresholds is attributable to two business units (IMC-Agrico Feed Ingredients and IMC Vigoro) and corporate headquarters. The Company produces and markets animal feed ingredients through IMC-Agrico Feed Ingredients. IMC Vigoro manufactures and distributes consumer lawn and garden products; produces and markets professional products for turf, nursery and horticulture markets; and produces and distributes potassium-based ice melter products. Corporate headquarters includes the elimination of inter-business unit transactions and oil and gas activities through its interest in Phosphate Resource Partners Limited Partnership (PLP). 4. Comprehensive Income -------------------- In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," which is required to be adopted for fiscal years beginning after December 15, 1997. Under SFAS No. 130, interim financial statements are required to report total comprehensive income for the period, which is as follows:
Three months ended March 31, 1998 1997 - ---------------------------------------------------------------------- Comprehensive income: Net earnings $45.3 $39.1 Foreign currency translation adjustment 2.4 (5.0) ----- ----- Total comprehensive income for the period $47.7 $34.1 ===== =====
5. Subsequent Events ----------------- Harris Acquisition In April 1998, the Company completed its previously announced acquisition of privately held Harris Chemical Group, Inc. and its Australian affiliate, Penrice Soda Products Pty. Ltd., (collectively, HCG), for $1.4 billion (HCG Acquisition). Under the terms of the HCG Acquisition, the Company purchased all HCG equity for $450.0 million in cash and assumed approximately $950.0 million of debt. HCG, with annual sales of approximately $785.0 million, is a leading producer of salt, soda ash, boron chemicals and other inorganic chemicals, including potash crop nutrients. IMC Vigoro In April 1998, the Company entered into a definitive agreement for the sale of the Company's consumer lawn and garden and professional products businesses to privately held Pursell Industries, Inc. The consumer lawn and garden and professional products businesses, together with a consumer and commercial ice melter unit, comprise the IMC Vigoro business unit. The Company will retain the ice melter business. The sale, which has received the required regulatory approval, is expected to be finalized by the end of the second quarter. In connection with the transaction, the Company will record a one-time, pre-tax restructuring charge of approximately $14.0 million, $9.0 million after tax benefits or $0.08 per share, in the second quarter. Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.(1) Results of Operations - --------------------- Three months ended March 31, 1998 vs. three months ended March 31, 1997 - ----------------------------------------------------------------------- Overview Net sales for the first quarter ended March 31, 1998 were $676.8 million and gross margins were $173.2 million. Net earnings, before an extraordinary charge, were $48.0 million, or $0.42 per share. An extraordinary charge of $2.7 million, or $0.02 per share, related to the early extinguishment of debt, reduced net earnings to $45.3 million, or $0.40 per share. These results compare to net sales for the first quarter ended March 31, 1997 of $664.8 million, gross margins of $171.5 million and net earnings of $39.1 million, or $0.41 per share. Net sales increased two percent from the prior year first quarter while gross margins increased one percent from one year ago. The sales improvement was largely attributable to continued strong demand for potash by both domestic and export customers as well as a 13 percent increase in average potash prices. Potash sales rose 18 percent compared to the year-earlier quarter and volumes increased two percent. Sales of concentrated phosphates by IMC-Agrico Crop Nutrients also increased as strong domestic demand resulted in a net sales improvement of two percent over the year-earlier quarter. Largely offsetting increased potash and phosphate revenues were lower net sales at IMC- Agrico Feed Ingredients and IMC Vigoro. The operating results of the Company's three largest business units are discussed in more detail below. IMC-Agrico Crop Nutrients IMC-Agrico Crop Nutrients' net sales for the first quarter increased two percent to $364.5 million compared to $355.7 million last year due to higher sales volumes, which were partially offset by lower sales realizations as compared to the same period one year ago. Overall volumes of concentrated phosphates, primarily diammonium phosphate (DAP) and granular monoammonium phosphate, increased by $28.6 million from the prior year. The higher volumes resulted from strong winter fill movements, an early start to the spring season and favorable logistic conditions related to product movement. Lower average prices of concentrated phosphates, driven by reduced international DAP realizations, negatively impacted net sales $7.1 million. Furthermore, urea sales decreased $7.1 million from the prior year primarily due to a decrease in volumes sold to a large customer during the first quarter of 1998 in comparison to the first quarter of 1997 coupled with unfavorable pricing conditions primarily resulting from China's exit from the market in mid-1997. In addition, rock sales declined $3.8 million, mainly due to the Company's strategic decision to phase out export sales of rock. This action is being taken to maximize relative values of rock and concentrated phosphates by utilizing high-quality reserves for internal upgrading. Gross margins declined 11 percent to $71.3 million for the quarter compared to $79.9 million last year, mainly due to higher production costs, partially offset by the combination of the higher volumes and lower prices discussed above. Production costs increased compared to the prior year's first quarter due to higher rock costs, increased operating expenses associated with record rainfall in Florida, and the temporary shutdown of the Faustina, Louisiana, plant in January due to utility power outages. IMC Kalium IMC Kalium's net sales increased 18 percent to $175.6 million in the current quarter from $148.3 million in the prior year quarter. The increase was due to both volume and average sales realization improvements. The average sales realizations increased $23.5 million over the prior year as a result of multiple price increases over this time period. Domestic sales volumes increased $4.9 million over the prior year due to the inclusion of Western Ag-Minerals Company, which was acquired in September 1997, in the current quarter partially offset by lower intercompany domestic volumes. Gross margins increased 38 percent to $76.6 million for the quarter from $55.4 million one year ago, primarily due to the impact of higher volumes and increased average realizations discussed above. IMC AgriBusiness IMC AgriBusiness' net sales remained virtually unchanged at $140.3 million in the first quarter of 1998 as compared to $139.9 million for the same prior year period. Sales remained the same due to increased volumes offset by lower prices. Sales volumes increased $4.8 million from higher volumes in the Rainbow division and the Midwest because dealers were attempting to obtain tight potash supplies at favorable pricing before previously announced price increases. Additionally, higher seed, ammonia and urea sales volumes increased net sales by $7.5 million. These increases were offset by unfavorable mixed goods sales volumes of $9.2 million caused by heavy rain in the Southeast curtailing dealer shipments along with lower prices of $4.0 million which resulted from decreased nitrogen solutions prices due to a softened market and lower ammonia prices. Gross margins decreased 13 percent from $22.2 million in the first quarter one year ago to $19.3 million in the current quarter, primarily due to higher volumes of $0.7 million and lower prices of $1.2 million discussed above coupled with higher costs of $2.4 million, primarily due to manufacturing inefficiencies. Other The remaining offsets to the increases in first quarter net sales and gross margins compared to the same period in the prior year were primarily the result of lower volumes at IMC-Agrico Feed Ingredients and IMC Vigoro. The following table summarizes the Company's sales of crop nutrient products and average selling prices for the three months ended March 31:
1998 1997 ---- ---- Sales volumes (in thousands of short tons)(a): IMC-Agrico Crop Nutrients 1,758 1,610 IMC Kalium 2,287 2,232 Average price per ton(b): DAP $171 $178 Potash $ 77 $ 68
(a)Sales volumes include tons sold captively. IMC-Agrico Crop Nutrients' volumes represent dry product tons, primarily DAP. (b)Average prices represent sales made FOB mine/plant. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $1.1 million, or two percent, to $64.3 million for the first quarter compared to $63.2 million one year ago. This increase was primarily due to the inclusion of the results of operations of businesses acquired since March 1997 in the Company's first quarter 1998 results of operations, partially offset by workforce reductions and savings from restructuring. Other Income and Expense, Net Other income for the current quarter increased $2.8 million from the same period last year to $4.1 million. The increase was primarily a result of income received from interest rate locks associated with January 1998 debt issuances. Interest Expense Interest expense totaled $24.1 million in the current quarter, an increase of $11.4 million from the same period in the prior year. The increase in interest expense was a direct result of increased activity under revolver loans and the issuance of: (i) $150.0 million 6.875 senior debentures due 2007 in July 1997; (ii) $150.0 million 6.55 percent senior notes due 2005 in January 1998; and (iii) $150.0 million debentures due 2028 in January 1998. The increase in interest expense was partially offset by the tender of higher interest notes and the early payment of certain unsecured term loans. As a result of the Company's refinancings, the weighted average interest rate for the first quarter 1998 decreased seven basis points to 6.40 percent compared to 7.10 percent for the same period in the prior year. Income Taxes The effective income tax rate for the current quarter was 35.2 percent, compared to an effective tax rate of 36.5 percent one year ago primarily as a result of greater utilization of foreign tax credits. Capital Resources and Liquidity - ------------------------------- Liquidity and Operating Cash Flow Cash generated from operating activities decreased $88.4 million from the same period last year to $39.4 million. The decrease was primarily due to: (i) a reduction in the change in accounts payable in the current quarter when compared to the prior year primarily as a result of decreased customer advances; and (ii) lower accrued liabilities due primarily to payouts related to the settlement of certain litigation. In contrast, when compared to December 31, 1997, the Company's working capital ratio increased to 1.9:1 at March 31, 1998 from 1.6:1 at December 31, 1997, primarily due to an increase in inventory levels in response to the upcoming planting season and a decrease in short-term debt as a result of recent refinancings. Net cash used in investing activities increased $37.7 million over the prior year's first quarter primarily due to increased capital expenditures partially offset by a decrease in expenditures associated with acquisitions in the first quarter of the current year. Capital expenditures for the current quarter increased $49.7 million over the same period in the prior year primarily due to the following: (i) Phosphate Resource Partners Limited Partnership's (PLP) share of McMoRan Oil & Gas Co. (MOXY) exploration and development costs of $19.2 million (see "Capital Expenditures" below for further detail); and (ii) enterprise-wide systems development expenditures of $9.5 million. Cash from financing activities increased $150.4 million from the comparable period in the prior year from a use of funds of $88.3 million at March 31, 1997 to a source of funds of $62.1 million at March 31, 1998. This increase in funds available was primarily due to decreased stock repurchases of $76.7 million and higher net debt proceeds for the current quarter of $34.9 million as compared to the same period last year. Additionally, net PLP distributions decreased $33.9 million as a result of IMC's increased ownership of IMC-Agrico Company (IMC-Agrico) due to IMC's merger with Freeport-McMoRan Inc. (FTX Merger). The Company used proceeds from the issuance of $150.0 million 6.55 percent senior notes due 2005 and $150.0 million 7.30 percent debentures due 2028 (collectively, Debt Issuances) in January 1998 to prepay $120.0 million of unsecured term loans. See "Financing" below for further detail. As a result of these Debt Issuances, debt to total capitalization increased slightly to 43.1 percent from 42.4 percent at December 31, 1997. Capital Expenditures In conjunction with the FTX Merger, the Company, through its interest in PLP, participates in an aggregate $210.0 million, multi- year oil and natural gas exploration program with MOXY (MOXY Exploration Program). In accordance with the MOXY Exploration Program agreement, the Company, MOXY and an individual investor (Investor) will fund 56.4 percent, 37.6 percent and six percent, respectively, of the exploration costs. All revenue and other costs will be allocated 47.0 percent to PLP, 48.0 percent to MOXY and five percent to the Investor. Financing The Company has credit facilities with a group of banks from which it and certain of its subsidiaries may borrow up to $350.0 million on a revolving basis (Revolving Credit Facility) expiring in December 1998 and $650.0 million under a long-term revolving credit facility (Long- Term Credit Facility) expiring in December 2002. As of March 31, 1998, commitment fees associated with the facilities were 8.5 basis points and 6.5 basis points for the Long-Term Credit Facility and Revolving Credit Facility, respectively. On April 1, 1998 the Company entered into amendments to the Revolving Credit Facility and the Long-Term Credit Facility, which retroactively, from December 15, 1997, increased the commitment fees associated with the Revolving Credit Facility and the Long-Term Credit Facility to 7.5 basis points and 11.0 basis points, respectively. Additionally on April 1, 1998, the Company entered into an additional credit facility with a group of banks under which the Company and certain of its subsidiaries may borrow up to $1.0 billion on a revolving basis (364-day Revolving Credit Facility) expiring in March 1999. The commitment fees associated with the 364- day Revolving Credit Facility are 7.5 basis points. The credit facilities described above (collectively, Credit Facilities), support the Company's commercial paper borrowings and are available for other corporate purposes. The amount available for borrowing under the Credit Facilities is reduced by the balance of outstanding commercial paper. Commercial paper outstanding at March 31, 1998 is classified as long-term since the Company intends to refinance these borrowings on a long-term basis utilizing available Credit Facilities. Simultaneously with the consummation of the FTX Merger, the Company and its Canadian subsidiaries entered into a credit facility with a group of banks to borrow up to $100.0 million under a revolving credit facility (Canadian Facility) that will expire in December 2002. The Company guarantees all loans made to its subsidiaries under the Canadian Facility. As of March 31, 1998 commitment fees associated with the Canadian Facility were 8.5 basis points. On April 1, 1998 the Company and its subsidiaries entered into an amendment to the Canadian Facility which retroactively, from December 22, 1997, increased the commitment fees associated with the Canadian Facility to 11.0 basis points. In April 1998, the Company completed its previously announced acquisition of privately held Harris Chemical Group, Inc. and its Australian affiliate, Penrice Soda Products Pty. Ltd., (collectively, HCG), for $1.4 billion. As a result, the Company assumed approximately $950.0 million of debt and paid approximately $450.0 million for the equity of HCG, the payment of which was funded by the commercial paper borrowings. Item 3. Market Risk. The Company is exposed to the impact of interest rate changes, fluctuations in the Canadian currency, and fluctuations in the purchase price of natural gas consumed in operations, as well as changes in the market value of its financial instruments. The Company periodically enters into derivatives in order to minimize these risks, but not for trading purposes. At March 31, 1998, the Company's exposure to these market risk factors had not materially changed from December 31, 1997. Item 4. Submission of Matters to a Vote of Security Holders. (a) The 1998 Annual Meeting of Stockholders was held on April 29, 1998. (b) The meeting was held to consider and vote upon: (i) electing four officers, each for a term of three years or until their respective successors have been duly elected and qualified; (ii) approval of the 1998 Stock Option Plan for Non- Employee Directors; and (iii) ratification of appointment of Ernst & Young LLP as auditors for the year ending December 31, 1998. The votes cast with respect to each director are summarized as follows:
Director Name For Withhold Total Votes ------------- --- -------- ----------- Raymond F. Bentele 102,184,827 4,280,258 106,465,085 Robert W. Bruce III 102,214,542 4,250,543 106,465,085 Rod F. Dammeyer 102,220,719 4,244,366 106,465,085 Donald F. Mazankowski 102,219,160 4,245,925 106,465,085
The following directors continue in office: Wendell F. Bueche James M. Davidson, Ph. D. Robert E. Fowler, Jr. Rene L. Latiolais Harold H. MacKay David B. Mathis James R. Moffet Joseph P. Sullivan Richard L. Thomas Billie B. Turner The votes cast for approving the 1998 Stock Option Plan for Non- Employee Directors are summarized as follows: For Against Abstain Total Votes --- ------- ------- ----------- 103,502,067 2,685,669 277,346 106,465,082 The votes cast for ratifying Ernst & Young LLP as the Company's independent auditors are summarized as follows: For Against Abstain Total Votes --- ------- ------- ----------- 106,225,802 132,339 106,944 106,465,085 Part II. OTHER INFORMATION Item 1. Legal Proceedings. (1) Potash Antitrust Litigation - --------------------------- The Company was a defendant, along with other Canadian and United States potash producers, in a class action antitrust lawsuit filed in federal court in 1993. The plaintiffs alleged a price-fixing conspiracy among North American potash producers beginning in 1987 and continuing until the filing of the complaint. The class action complaint against all defendants, including the Company, was dismissed by summary judgment in January 1997. The summary judgment dismissing the case is currently on appeal by the plaintiffs to the United States Court of Appeals for the Eighth Circuit. The Court of Appeals is expected to rule during calendar 1998. In addition, in 1993 and 1994, class action antitrust lawsuits with allegations similar to those made in the federal case were filed against the Company and other Canadian and United States potash producers in state courts in Illinois and California. The Illinois case was dismissed for failure to state a claim. In the California litigation, merits discovery has been stayed pending the decision of the Court of Appeals for the Eighth Circuit Court. FTX Merger Litigation - --------------------- In August 1997, five identical class action lawsuits were filed in Chancery Court in Delaware by unitholders of PLP. Each case named the same defendants and broadly alleged that FTX and FMRP Inc. (FMRP) had breached fiduciary duties owed to the public unitholders of PLP. The Company was alleged to have aided and abetted these breaches of fiduciary duty. In November 1997, an amended class action complaint was filed with respect to all cases. The amended complaint named the same defendants and raised the same broad allegations of breaches of fiduciary duty against FTX and FMRP for allegedly favoring the interests of FTX and FTX's common stockholders in connection with the FTX Merger. The plaintiffs claimed specifically that, by virtue of the FTX Merger, the public unitholders' interests in PLP's ownership of IMC-Agrico would become even more subject to the dominant interest of the Company. The amended complaint seeks certification as a class action and an injunction against the proposed FTX Merger or, in the alternative, rescissionary damages. The defendants' time to answer or otherwise plead to the amended complaint has been extended. Other - ----- In the ordinary course of its business, the Company is and will from time to time be involved in routine litigation. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits. Exhibit No. Description ------------------------------------------------------------ 10.7 * 1998 Stock Option Plan for Non-Employee Directors 27.1 Financial Data Schedule 27.2 Restated 1997 Quarterly Financial Data Schedules 27.3 Restated 1996 Quarterly Financial Data Schedules 27.4 Restated 1996 and 1995 Annual Financial Data Schedules * Denotes management contract or compensatory plan. (b) Reports on Form 8-K. Up to the date of this report, the following reports on Form 8-K were filed: A report under Items 2, 5 and 7 dated January 6, 1998. A report under Items 5 and 7 dated January 15, 1998. A report under Items 2 and 7 dated April 15, 1998. * * * * * * * * * * * * * * * * SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMC GLOBAL INC. /s/ Anne M. Scavone ---------------------------------- Anne M. Scavone Vice President and Controller (on behalf of the Registrant and as Chief Accounting Officer) Date: May 14, 1998 - ------------------------------------ (1) Except for statements of historical fact contained herein, the statements appearing under Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and Part II, Item 1, "Legal Proceedings," presented herein constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: the effect of general business and economic conditions; conditions in and policies of the agriculture industry; risks associated with investments and operations in foreign jurisdictions and any future international expansion, including those related to economic, political and regulatory policies of local governments and laws or policies of the United States and Canada; changes in governmental laws and regulations affecting environmental compliance, taxes and other matters impacting IMC Global Inc. (IMC or Company); the risks attendant with mining operations; the potential impacts of increased competition in the markets the Company operates within; risks attendant with supply of and demand for oil and gas; the Company's ability to integrate certain acquired businesses and realize certain expected acquisition-related synergies and the risk factors reported from time to time in the reports filed by the Company with the SEC. EX-10.7 2 1998 STOCK OPTION PLAN FOR NON-EMLPOYEE DIRECTORS EXHIBIT 10.7 IMC GLOBAL INC. 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS I. INTRODUCTION 1.1 Purposes. The purposes of the IMC Global Inc. 1998 Stock Option Plan for Non-Employee Directors (this "Plan") are to (i) advance the interests of IMC Global Inc. (the "Company") by attracting and retaining qualified persons who are not officers or employees of the Company or any subsidiary of the Company for service as directors of the Company ("Eligible Directors"), (ii) align the interests of the Eligible Directors and the stockholders of the Company by increasing the proprietary interests of the Eligible Directors in the Company's growth and success and (iii) provide enhanced incentives to the Eligible Directors to act in the long-term best interests of the Company and its stockholders. 1.2 Administration. This Plan shall be administered by a committee (the "Committee") designated by the Board of Directors of the Company (the "Board") consisting of two or more members of the Board. Each member of the Committee shall be a "Non-Employee Director" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof and establish rules and regulations it deems necessary or desirable for the administration of this Plan. All such interpretations, rules and regulations shall be final, binding and conclusive. Each option shall be evidenced by a written agreement (an "Agreement") between the Company and the optionee setting forth the terms and conditions of such option. No member of the Board or the Committee shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys' fees) arising therefrom to the full extent permitted by law and under any directors' and officers' liability insurance that may be in effect from time to time. A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at a meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting. 1.3 Shares Available. Subject to adjustment as provided in Section 3.6, 270,000 shares of common stock, par value $1.00 per share, of the Company ("Common Stock") plus the number of shares of Common Stock available for issuance under the IMC Global Inc. 1994 Stock Option Plan for Non-Employee Directors, shall be available for grants of options under this Plan, reduced by the sum of the aggregate number of shares of Common Stock which become subject to outstanding options. To the extent that shares of Common Stock subject to an outstanding option are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such option (other than by reason of the delivery or withholding of shares of Common Stock to pay all or a portion of the exercise price of such option), such shares of Common Stock shall again be available under this Plan. Shares of Common Stock shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise, or a combination thereof. II. STOCK OPTIONS 2.1 Grants. On the date of each annual meeting of stockholders of the Company, commencing with the annual meeting of stockholders of the Company to be held in 1998, each person who is an Eligible Director immediately after such annual meeting of stockholders shall be granted an option to purchase 2,500 shares of Common Stock. If a person is first elected or begins to serve as an Eligible Director (other than by reason of termination of employment with the Company or a subsidiary of the Company) on a date other than the date of an annual meeting of stockholders of the Company, such Eligible Director shall be granted an option to purchase a number of shares of Common Stock equal to 2,500, prorated based on the period of service until the date scheduled for the next annual meeting of stockholders of the Company. Each option granted pursuant to this Plan shall have an exercise price per share equal to the Fair Market Value of a share of Common Stock on the date of grant of such option. "Fair Market Value" shall mean the closing transaction price of a share of Common Stock as reported in New York Stock Exchange Composite Transactions, on the date as of which such value is being determined or, if there shall be no reported transaction on such date, on the next preceding date for which a transaction was reported; provided, however, that Fair Market Value may be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate. All options granted under this Plan shall constitute options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended. 2.2 Exercises. Options granted under this Plan shall be exercisable as follows: (a) Option Period and Exercisability. Each option granted under this Plan shall be fully exercisable on and after its date of grant in accordance with the terms of this Plan. Each option granted under this Plan shall expire 10 years after its date of grant. An exercisable option, or portion thereof, may be exercised in whole or in part only with respect to whole shares of Common Stock. (b) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanied by payment therefor in full (or arrangement made for such payment to the Company's satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of previously owned whole shares of Common Stock (which the optionee has held for at least six months prior to the delivery of such shares or which the optionee purchased on the open market and in each case for which the optionee has good title, free and clear of all liens and encumbrances) having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) a combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the option and (ii) by executing such documents as the Company may reasonably request. The Company shall have sole discretion to disapprove of an election pursuant to any of clauses (B)-(D). Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No certificate representing Common Stock shall be delivered until the full purchase price therefor has been paid (or arrangement made for such payment to the Company's satisfaction). (c) Termination of Directorship. If an optionee's service as a director of the Company terminates for any reason, each option held by such optionee may thereafter be exercised by such optionee (or such optionee's legal representative or similar person) until and including the earlier to occur of (i) the date which is two years after the effective date of such optionee's termination of service as a director of the Company and (ii) the expiration date of the term of such option; provided, however, that if such optionee dies during such period following termination of service as a director of the Company, such option may thereafter be exercised by such optionee's executor, administrator, legal representative, beneficiary or similar person until and including the earlier to occur of (i) the later of (A) the date which is two years after the effective date of such optionee's termination of service as a director of the Company and (B) the date which is one year after the date of such death and (ii) the expiration date of the term of such option. III. GENERAL 3.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company for approval and, if approved by the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the 1998 annual meeting of stockholders, shall become effective on the date of such approval. No option may be exercised prior to the date of such stockholder approval. In the event that this Plan is not approved by the stockholders of the Company, this Plan and any options granted hereunder shall be null and void. This Plan shall terminate 10 years after its effective date unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any option granted prior to such termination. 3.2 Amendment. The Board may amend this Plan as it shall deem advisable, subject to any requirement of stockholder approval required by applicable law, rule or regulation; provided, however, that no amendment shall be made without stockholder approval if such amendment would (i) increase the maximum number of shares of Common Stock available under this Plan (subject to Section 3.6) or (ii) extend the term of this Plan. No amendment may impair the rights of a holder of an outstanding option without the consent of such holder. 3.3 Agreement. No option shall be valid until an Agreement is executed by the Company and the optionee and, upon execution by the Company and the optionee and delivery of the Agreement to the Company, such option shall be effective as of the effective date set forth in the Agreement. 3.4 Transferability. Unless otherwise specified in the Agreement relating to an option, options granted hereunder may be transferable (i) by will or the laws of descent and distribution, (ii) pursuant to beneficiary designation procedures approved by the Company, (iii) pursuant to a domestic relations order, (iv) to one or more family members of the optionee, (v) to a trust or trusts for the exclusive benefit of the optionee and/or one or more family members of the optionee, (vi) to a partnership in which the optionee and/or one or more family members of the optionee are the only partners, (vii) to a limited liability company in which the optionee and/or one or more family members of the optionee are the only members, or (viii) to such other persons or entities as may be specified in the Agreement relating to an option or approved in writing by the Committee prior to such transfer. Except to the extent permitted by the preceding sentence, each option may be exercised during the optionee's lifetime only by the optionee or the optionee's legal representative or similar person. Except as permitted by the second preceding sentence, (i) no option granted hereunder shall be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process and (ii) upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any option granted hereunder, such option and all rights thereunder shall immediately become null and void. 3.5 Restrictions on Shares. Each option granted hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such option upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the exercise of such option or the delivery of shares thereunder, such option shall not be exercised and such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any option hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder. 3.6 Adjustment. In the event of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and type of securities available under this Plan, the number and type of securities subject to each outstanding option, the purchase price per security and the number and type of securities subject to each option to be granted pursuant to this Plan shall be adjusted automatically without an increase in the aggregate purchase price. In the event of a merger, consolidation, recapitalization or other transaction pursuant to which the outstanding shares of Common Stock are converted into securities or other property of the Company or of any other entity involved in such transaction, each outstanding option shall be converted automatically into an option to purchase, for each share of Common Stock subject to such option, the number of securities or amount of other property into which each outstanding share of Common Stock is so converted, at a purchase price for such number of securities or such amount of other property equal to the exercise price per share of Common Stock subject to such option; provided, that if the outstanding shares of Common Stock are converted into cash, each outstanding option shall be converted automatically into the right to receive, for each share of Common Stock subject to such option, an amount of cash equal to the cash into which each outstanding share of Common Stock is so converted, minus the exercise price per share of Common Stock subject to such option. If any adjustment would result in a fractional security being (i) available under this Plan, such fractional security shall be disregarded, or (ii) subject to an option under this Plan, the Company shall pay the optionee, in connection with the first exercise of the option in whole or in part occurring after such adjustment, an amount in cash determined by multiplying (A) the fraction of such security (rounded to the nearest hundredth) by (B) the excess, if any, of (x) the Fair Market Value on the exercise date over (y) the exercise price of the option. 3.7 No Right to Continue as a Director. Neither the adoption of this Plan nor the grant of any option hereunder shall (i) confer upon any person any right to continue as a director of the Company or (ii) affect in any manner the right of the Company or its stockholders to remove any person as a director of the Company to the extent that such director may have been removed if this Plan had not been adopted and no options had been granted hereunder. 3.8 Rights as a Stockholder. No person shall have any rights as a stockholder of the Company with respect to any shares of Common Stock which are subject to an option granted hereunder until such person becomes a stockholder of record with respect to such shares of Common Stock. 3.9 Designation of Beneficiary. If permitted by the Company, an optionee may file with the Committee a written designation of one or more persons as such optionee's beneficiary or beneficiaries (both primary and contingent) in the event of the optionee's death. To the extent an outstanding option granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option. Each beneficiary designation shall become effective only when filed in writing with the Committee during the optionee's lifetime on a form prescribed by the Committee. The spouse of a married optionee domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations. If an optionee fails to designate a beneficiary, or if all designated beneficiaries of an optionee predecease the optionee, then each outstanding option granted hereunder held by such optionee, to the extent exercisable, may be exercised by such optionee's executor, administrator, legal representative or similar person. 3.10 Governing Law. This Plan, each option granted hereunder and its related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. EX-27.1 3 FINANCIAL DATA SCHEDULE
5 1000 3-MOS DEC-31-1998 MAR-31-1998 5,100 118,700 306,800 8,800 679,500 1,173,200 4,544,800 2,000,300 4,843,700 627,300 1,393,200 125,000 0 0 1,853,700 4,843,700 676,800 676,800 503,600 577,400 1,300 0 24,100 74,000 26,000 48,000 0 (2,700) 0 45,300 0.40 0.40 Earnings per share has been calculated in accordance with Statement of Financial Accounting Standard No. 128, "Earnings Per Share," and is, therefore, stated on a basic and diluted basis.
EX-27.2 4 RESTATED 1997 QUARTERLY FINANCIAL DATA SCHEDULES
5 5 5 1000 3-MOS 6-MOS 9-mos DEC-31-1997 DEC-31-1997 DEC-31-1997 MAR-31-1997 JUN-30-1997 SEP-30-1997 11,000 20,600 21,900 42,100 22,600 52,500 323,000 369,300 272,400 9,100 6,800 8,800 681,900 534,200 572,300 1,117,300 1,014,400 983,400 4,277,500 4,337,200 4,404,800 1,897,500 1,928,000 1,959,100 3,675,100 3,611,600 3,646,100 503,500 421,800 409,400 760,200 694,800 809,900 101,700 101,800 101,900 0 0 0 0 0 0 1,172,700 1,238,100 1,206,500 3,675,100 3,611,600 3,646,100 664,800 1,713,000 2,311,700 664,800 1,713,000 2,311,700 493,300 1,282,900 1,732,400 556,500 1,415,600 1,930,100 34,000 71,500 100,500 0 0 0 12,700 25,200 38,400 61,600 200,700 242,700 22,500 73,300 88,600 39,100 127,400 154,100 0 0 0 0 (3,300) (3,300) 0 0 0 39,100 124,100 150,800 0.41 1.31 1.60 0.41 1.30 1.59 Earnings per share has been calculated in accordance with Statement of Financial Accounting Standard No. 128, "Earnings Per Share," and is, therefore, stated on a basic and diluted basis.
EX-27.3 5 RESTATED 1996 QUARTERLY FINANCIAL DATA SCHEDULES
5 5 5 1000 3-MOS 6-MOS 9-mos DEC-31-1996 DEC-31-1996 DEC-31-1996 MAR-31-1996 JUN-30-1996 SEP-30-1996 2,100 (4,700) 1,600 47,100 14,300 52,900 265,600 380,600 232,100 4,900 3,600 7,700 609,200 476,700 514,400 1,023,900 918,200 876,000 4,101,500 4,123,600 4,171,200 1,756,900 1,772,300 1,821,800 3,526,200 3,436,800 3,386,300 608,500 366,400 328,700 696,100 736,700 717,800 97,500 97,900 98,000 0 0 0 0 0 0 986,700 1,058,400 1,075,900 3,526,200 3,436,800 3,386,300 716,900 1,672,000 2,275,600 716,900 1,672,000 2,275,600 531,400 1,267,000 1,715,100 636,600 1,436,000 1,940,500 61,700 101,600 140,600 0 0 0 16,000 30,800 45,900 2,600 103,600 148,600 10,900 45,500 61,900 (8,300) 58,100 86,700 0 0 0 0 0 (7,500) 0 0 0 (8,300) 58,100 79,200 (.09) .63 .86 (.09) .60 .82 Earnings per share has been calculated in accordance with Statement of Financial Accounting Standard No. 128, "Earnings Per Share," and is, therefore, stated on a basic and diluted basis.
EX-27.4 6 RESTATED 1996 AND 1995 ANNUAL FINANCIAL DATA SCHEDULES
5 5 1000 YEAR YEAR DEC-31-1996 DEC-31-1995 DEC-31-1996 DEC-31-1995 (7,400) (2,700) 70,700 138,400 234,700 295,200 7,900 8,300 571,500 501,800 933,600 1,015,700 4,241,400 4,111,400 1,860,000 1,769,100 3,485,200 3,521,800 351,000 508,100 656,800 741,700 101,600 96,900 0 0 0 0 1,224,600 993,500 3,485,200 3,521,800 2,941,000 2,940,400 2,941,000 2,940,400 2,196,000 2,161,700 2,479,600 2,373,800 179,800 148,400 0 0 56,700 69,800 224,900 348,400 89,700 129,400 135,200 219,000 0 0 (8,100) (3,500) 0 0 127,100 215,500 1.37 2.37 1.31 2.30 Earnings per share has been calculated in accordance with Statement of Financial Accounting Standard No. 128, "Earnings Per Share," and is, therefore, stated on a basic and diluted basis.
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