<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
-------------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-11936
----------------------------------------------------
LAFARGE CORPORATION
- ---------------------------------------------------------------------------
(Exact name of company as specified in its charter)
MARYLAND 58-1290226
- ---------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11130 SUNRISE VALLEY DRIVE, SUITE 300, RESTON, VA 22091
- ---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
703-264-3600
- ---------------------------------------------------------------------------
(Company's telephone number, including area code)
Indicate by check mark whether the company (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 company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Outstanding as of
Class April 30, 1996
--------------------------------- ----------------
<S> <C> <C>
Common Stock of Lafarge Corporation
($1 par value) 61,487,157
Exchangeable Preference Shares of
Lafarge Canada Inc.
(no par value) 8,086,781
----------
Total Common Equity Interests 69,573,938
==========
Number of pages contained in this report 15
--
Total sequentially numbered pages 15
--
Exhibit index on page 13
--
</TABLE>
1
<PAGE> 2
LAFARGE CORPORATION AND SUBSIDIARIES
FORM 10-Q - FOR THE QUARTER ENDED MARCH 31, 1996
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
a) Condensed Consolidated Statements
of Income (Loss) - Three-Month and
Twelve-Month Periods Ended
March 31, 1996 and 1995 3
b) Condensed Consolidated Balance Sheets -
March 31, 1996, March 31, 1995, and
December 31, 1995 4
c) Condensed Consolidated Statements of
Cash Flows - Three-Month and Twelve-Month
Periods Ended March 31, 1996 and 1995 5
d) Condensed Consolidated Geographic Information -
Three-Month and Twelve-Month Periods
Ended March 31, 1996 and 1995 6
e) Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6(a). Exhibits 13
Item 6(b). Reports on Form 8-K 13
SIGNATURE 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss)
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
----------------------------- ---------------------------------
1996 1995 1996 1995
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $ 203,712 $ 196,789 $1,479,082 $1,552,267
---------- ---------- ---------- ----------
COST AND EXPENSES
Cost of goods sold 223,493 212,703 1,159,958 1,236,328
selling and administrative 35,795 35,480 141,427 159,782
Interest expense, net 3,251 3,032 15,438 23,745
Other expense (income), net 2,857 (4,580) 3,930 (4,670)
------------------------------------------------------------------------
Total costs and expenses 265,396 246,635 1,320,753 1,415,185
------------------------------------------------------------------------
Pre-tax income (loss) (61,684) (49,846) 158,329 137,082
Income tax benefit (expense) 23,489 7,793 (24,858) (36,640)
------------------------------------------------------------------------
NET INCOME (LOSS) $ (38,195) $ (42,053) $ 133,471 $ 100,442
========================================================================
NET INCOME (LOSS) PER COMMON EQUITY
SHARE-PRIMARY $ (.55) $ (.62) $ 1.93 $ 1.47
========================================================================
NET INCOME (LOSS) PER COMMON EQUITY
SHARE-ASSUMING FULL DILUTION $ (.55) $ (.62) $ 1.87 $ 1.47
========================================================================
DIVIDENDS PER COMMON EQUITY SHARE $ .100 $ .075 $ .400 $ .300
========================================================================
Average number of common equity
shares outstanding 69,327 68,251 69,266 68,379
========================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
3
<PAGE> 4
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited and in thousands)
<TABLE>
<CAPTION>
March 31 March 31 December 31
1996 1995 1995
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 88,976 $ 160,766 $ 136,435
Short-term investments 97,514 54,248 84,516
Receivables, net 192,685 174,619 256,262
Inventories 221,622 191,467 210,076
Other current assets 32,814 30,393 31,214
----------------------------------------------------
Total current assets 633,611 611,493 718,503
Property, plant and equipment, net 823,896 752,754 797,017
Excess of cost over net assets
of businesses acquired, net 22,478 21,205 21,302
Other assets 163,516 173,843 177,031
----------------------------------------------------
TOTAL ASSETS $1,643,501 $1,559,295 $1,713,853
====================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 213,934 $ 217,967 $ 222,458
Income taxes payable 1,992 26,441 31,729
Current portion of long-term debt 20,633 16,729 15,741
----------------------------------------------------
Total current liabilities 236,559 261,137 269,928
Long-term debt 263,612 285,392 268,636
Deferred income tax 48,157 69,218 43,314
Other postretirement benefits 124,368 121,448 123,260
Other long-term liabilities 28,018 23,346 27,737
----------------------------------------------------
Total liabilities 700,714 760,541 732,875
----------------------------------------------------
Common equity interests
Common shares 61,011 59,902 60,735
Exchangeable shares 58,339 57,780 58,311
Additional paid-in-capital 597,514 579,026 593,310
Retained earnings 283,473 177,713 328,623
Foreign currency translation adjustments (57,550) (75,667) (60,001)
----------------------------------------------------
Total shareholders' equity 942,787 798,754 980,978
----------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,643,501 $1,559,295 $1,713,853
====================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
----------------------------- -------------------------------
1996 1995 1996 1995
-------- ----------- -------- ----------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATIONS
Net income (loss) $ (38,195) $ (42,053) $ 133,471 $ 100,442
Adjustments to reconcile net
income (loss) to net cash
provided by operations:
Depreciation, depletion and
amortization 25,402 23,071 96,652 98,712
Provision for doubtful accounts 524 609 503 5,644
Gain on sale of assets (861) (9,525) (5,921) (24,867)
Other postretirement benefits 821 822 2,261 3,020
Other non-cash charges and
credits, net (1,445) (2,008) (29,718) (28,872)
Changes in working capital 15,081 20,353 (68,923) 5,941
-------------------------------------------------------------------------
Net cash provided (consumed)
by operations: 1,327 (8,731) 128,325 160,020
-------------------------------------------------------------------------
CASH FLOWS FROM INVESTING
Capital expenditures (29,122) (27,619) (123,385) (104,100)
Acquisitions (8,127) (972) (36,474) (5,350)
Short-term investments (12,998) (3,748) (43,266) (54,248)
Proceeds from property, plant &
equipment dispositions 2,528 17,547 19,609 170,355
Other 2,445 (709) 6,074 9,154
-------------------------------------------------------------------------
Net cash provided by (used for)
investing (45,274) (15,501) (177,442) 15,811
-------------------------------------------------------------------------
CASH FLOWS FROM FINANCING
Net decrease in long-term borrowings (1,492) (6,363) (19,443) (115,912)
Issuance of equity securities 293 37 3,275 4,590
Dividends, net of reinvestments (2,740) (2,024) (10,830) (8,679)
-------------------------------------------------------------------------
Net cash consumed by financing (3,939) (8,350) (26,998) (120,001)
-------------------------------------------------------------------------
Effect of exchange rate changes 427 291 4,325 (3,042)
-------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (47,459) (32,291) (71,790) 52,788
CASH AND CASH EQUIVALENTS AT THE
BEGINNING OF THE PERIOD 136,435 193,057 160,766 107,978
-------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT THE END
OF THE PERIOD $ 88,976 $ 160,766 $ 88,976 $ 160,766
=========================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
LAFARGE CORPORATION AND SUBSIDIARIES
Condensed Consolidated Geographic Information
(Unaudited and in thousands)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
---------------------------- -------------------------------
1996 1995 1996 1995
--------- --------- -------- ----------
<S> <C> <C> <C> <C>
NET SALES
Canada $ 79,737 $ 83,169 $ 657,302 $ 672,230
United States 123,975 113,620 821,780 880,037
-----------------------------------------------------------------------
TOTAL NET SALES $ 203,712 $ 196,789 $1,479,082 $1,552,267
=======================================================================
INCOME (LOSS) FROM OPERATIONS
Canada $ (31,773) $ (25,895) $ 69,600 $ 57,291
United States (26,660) (20,919) 104,167 103,536
-----------------------------------------------------------------------
TOTAL INCOME (LOSS) FROM
OPERATIONS (58,433) (46,814) 173,767 160,827
Interest expense, net (3,251) (3,032) (15,438) (23,745)
-----------------------------------------------------------------------
PRE-TAX INCOME (LOSS) $ (61,684) $ (49,846) $ 158,329 $ 137,082
=======================================================================
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
6
<PAGE> 7
LAFARGE CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
1. The Company is engaged in the production and sale of cement, ready-mixed
concrete, other concrete products, asphalt and aggregates. The Company
operates in the U.S. and, through its major operating subsidiary,
Lafarge Canada Inc. ("LCI"), in Canada. The Company's wholly-owned
subsidiary, Systech Environmental Corporation, supplies cement plants
with substitute fuels and raw materials. Lafarge S.A., a French
corporation, and certain of its affiliates own a majority of the
Company's outstanding voting securities.
2. The condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. As a result, certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted.
The Company believes that the disclosures made are adequate to make the
information presented not misleading. These condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and related notes included in the Company's 1995
Annual Report on Form 10-K.
3. Because of seasonal, weather-related conditions in most of the Company's
marketing areas, earnings of any one quarter should not be considered as
indicative of results to be expected for a full fiscal year or any other
interim period.
4. Substantially all U.S. inventories other than maintenance and operating
supplies are costed using the last-in, first-out ("LIFO") method and all
other inventories are valued at average cost. At March 31, 1996 and
1995, and at December 31, 1995, inventories consisted of the following
(in thousands):
<TABLE>
<CAPTION>
March 31 March 31 December 31
1996 1995 1995
-------- -------- -----------
<S> <C> <C> <C>
Finished products $ 99,086 $ 87,559 $ 97,950
Work in process 36,340 23,688 16,959
Raw materials and fuel 43,161 41,320 50,030
Maintenance and operating
supplies 43,035 38,900 45,137
-------- -------- -----------
Total inventories $221,622 $191,467 $ 210,076
======== ======== ===========
</TABLE>
7
<PAGE> 8
5. Cash paid (received) during the period for interest and taxes is as
follows (in thousands):
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
----------------------- ---------------------------
1996 1995 1996 1995
--------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Interest, net $ 635 $ (1,607) $ 18,181 $ 23,799
Income taxes
(net of refunds) 7,632 3,646 79,020 44,100
</TABLE>
6. The 1995 amounts shown as income from operations for the twelve months
ended March 31, 1996 for Canada and the United States in the condensed
consolidated geographic information exclude $30.1 million of cumulative
adjustments resulting from an agreement reached with Revenue Canada
Taxation during the second quarter of 1995 related to the pricing of
certain cement sales between the Company's operations in Canada and the
U.S. for the years 1984 through 1994. If these adjustments were
reflected, net sales and income from operations from Canada would be
increased with corresponding adjustments in the U.S. There would be no
impact on consolidated income from operations.
7. See Part II Item I on page 13 for a discussion of the material
developments in legal proceedings. It is the opinion of management that
all legal and environmental matters will be resolved without material
effect on the Company's consolidated financial statements.
8. In the third quarter of 1995, the U.S. tax provision was decreased by
$23.3 million due to the reduction of a valuation allowance on deferred
tax assets which had been recorded in 1992. The reduction results from
the favorable long-term outlook of the U.S. cement market, three
consecutive years of taxable income in the U.S. and management's
projections of future taxable income in the U.S. which is expected to be
in excess of amounts needed to realize these deferred tax assets.
Therefore, management believes it is more likely than not the related
deferred tax assets will be realized.
9. In the opinion of management, the accompanying condensed consolidated
financial statements reflect all adjustments (which included only normal
recurring adjustments except as discussed above) necessary to present
fairly the Company's financial position as of the applicable dates and the
results of its operations and its cash flows for the interim periods
presented.
8
<PAGE> 9
LAFARGE CORPORATION AND SUBSIDIARIES
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
Historically, the Company incurs a loss in the first quarter because sales and
operating results are negatively impacted by weather conditions which reduce
construction activity. In addition, a substantial portion of the year's major
maintenance projects are performed during this period of low plant utilization
with the associated costs being charged to expense as incurred.
THREE MONTHS ENDED MARCH 31, 1996
The seasonal pattern was evident during the three months ended March 31, 1996
when the Company incurred a net loss of $38.2 million, or $0.55 per common
equity share. This compares with a net loss of $42.1 million, or $0.62 per
common equity share, for the first quarter of 1995. The improvement was mostly
due to a 4 percent increase in the average cement price, higher ready-mixed
concrete shipments and a $12 million tax benefit which was recorded on U.S.
operating losses in the first quarter of 1996. In 1995, no tax benefit was
recorded on the U.S. loss. These improvements were partially offset by lower
divestment gains and lower cement and aggregate sales volumes. The Company's
Canadian operations reported a net loss of $18.3 million, $4.2 million worse
than 1995. The U.S. net loss was $19.9 million, $8.1 million better than 1995.
The Company's net sales increased 4 percent to $203.7 million from $196.8
million in 1995. Canadian net sales declined 4 percent to $79.7 million due
mostly to inclement weather conditions and continuing weakness in the Ontario
and Quebec construction markets. U.S. net sales increased 9 percent to $124.0
million mainly due to acquisitions in the cement and construction materials
operations in 1995 and 1996. The effect of a 6 percent decline in cement
shipments was offset by a 4 percent increase in average cement prices.
Ready-mixed concrete shipments were 6 percent higher while aggregate shipments
declined 8 percent.
The first quarter loss from the Company's cement operations was $27.0 million,
$5.0 million worse than last year. Net sales declined slightly (1%). The
Canadian loss was $10.9 million, $5.4 million worse than 1995. Net sales and
cement shipments were 7 percent and 12 percent lower, respectively, reflecting
inclement weather and the slowdown of construction activity in Ontario, Quebec,
British Columbia and Alberta. Canadian results were also negatively impacted by
lower clinker production in Canada due to high inventory levels. The U.S. loss
was $16.1 million, $0.4 million better than a year ago. An increase in the
average net selling price of 5 percent was offset by a 4 percent decline in
sales volumes (due largely to poor weather). Net sales increased a modest 1
percent.
The Company's construction materials and waste management operations lost $21.3
million, $1.6 million better than 1995. The improvement was due to lower
expenses related to the development of a new financial system and a 9 percent
increase in net sales primarily due to acquisitions. In Canada, the loss was
$17.2 million, $0.4 million better than 1995. Net sales were 4 percent lower
than last year reflecting a 2 percent and 7 percent decline in ready-mixed
concrete and aggregate volumes, respectively. This volume decline was due to
9
<PAGE> 10
cold and wet weather and the slowdown of construction activity, mostly in
Ontario and Quebec. In the U.S., the loss was $4.1 million. This was $1.2
million better than last year. Net sales increased 34 percent mostly due to
acquisitions and higher ready-mixed concrete prices. Ready-mixed concrete
shipments were 19 percent higher while aggregate volumes declined 8 percent.
Other expense, net was $2.9 million compared to net income of $4.6 million in
1995. The change resulted mostly from lower divestment gains offset by lower
interest rate swap expenses.
For each of the three-month periods ended March 31, 1996 and 1995 the Company
recorded an income tax benefit as a result of the seasonal loss from its
Canadian operations. A $12 million tax benefit was recorded on U.S. operating
losses in the first quarter of 1996, whereas in 1995 no tax benefit was
recorded. The Canadian effective income tax rate was 39.2 percent for the first
quarter of 1996 compared to 40.6 percent for the same period last year.
TWELVE MONTHS ENDED MARCH 31, 1996
During the second quarter of 1995, the Company reached an agreement with
Revenue Canada Taxation related to the pricing of certain cement sales between
its operations in Canada and the U.S. for the years 1984 through 1994. The
result was an increase in net sales and pre-tax income in Canada of U.S. $30.1
million with corresponding adjustments in the U.S. The impact of this
agreement was immaterial to consolidated net income. Management's Discussion
and Analysis that follows excludes the impact of this agreement (except for the
discussion on income taxes).
The Company reported net income of $133.5 million compared to $100.4 million
for the same period ended March 31, 1995. Net sales declined 5 percent
primarily due to divestments of non-strategic assets in the U.S. Canadian net
sales were 2 percent lower mostly due to a slowdown of construction activity in
Ontario, Quebec and British Columbia. Net sales in the U.S. dropped 7 percent.
The average cement net selling price increased 6 percent in the U.S. and 5
percent in Canada (excluding exchange rate fluctuations) compared to 1995.
Cement sales volumes remained relatively flat in the U.S. but declined 8
percent in Canada. Ready-mixed concrete and aggregate shipments declined
mostly due to divestments in the U.S. and a slowdown of construction activity
in various Canadian provinces. Selling and administrative expenses were $18.4
million lower. The reduction resulted from the Company's staff reductions
related to restructuring and from divestments. Net interest expense declined
$8.3 million due to lower average debt and higher average cash invested at
higher interest rates. Other expense, net was $3.9 million as compared to
income of $4.7 million in 1995. The change resulted primarily from lower gains
on the sale of non-strategic assets. Income taxes for the twelve month period
reflect the impact of the agreement with Revenue Canada Taxation related to the
pricing of certain cement sales between the Company's operations in Canada and
the U.S. Income tax expense decreased from $36.6 million in 1995 to $24.9
million in 1996. In the third quarter of 1995, the U.S. tax provision was
reduced by $23.3 million due to the reduction of a valuation allowance on
deferred tax assets which had been recorded in 1992. In addition, a $12
million tax benefit was recorded on U.S. operating losses in the first quarter
of 1996 whereas in 1995 no tax benefit was recorded.
10
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
Net cash of $1.3 million was provided by operating activities in the first
quarter of 1996 compared to net cash of $8.7 million consumed in the first
quarter of 1995. Net cash used for investing activities in the first quarter of
1996 was $29.8 million higher than the first quarter of 1995 due to lower
proceeds from divestments, higher short-term investments and increased
acquisition activity. The 1995 divestment proceeds resulted mainly from the
sale of the Company's interest in a Texas aggregate operation. Net cash
consumed by financing activities consisted of debt reduction and net dividends
paid.
Net cash provided from operating activities for the twelve-month period ended
March 31, 1996 decreased over the same period in 1995 primarily as a result of
an increase in working capital requirements partially offset by higher net
income. The working capital increase was mainly the result of higher
inventories and lower income taxes payable. Inventories were higher as a
result of accelerated U.S. cement and clinker purchases in mid-1995 in
anticipation of higher shipments, the slowdown of shipments which began late in
the third quarter of 1995 and the unusually cold and wet weather in the fourth
quarter of 1995 that extended into the first quarter of 1996. Income taxes
payable decreased due to a $12 million tax benefit recorded on U.S. operating
losses in the first quarter of 1996 as previously discussed. Net cash of $177.4
million was used for investing activities during the twelve-month period ended
March 31, 1996 compared to net cash of $15.8 million provided during the same
period in 1995. The change resulted from proceeds received upon the 1995
divestment of non-strategic assets and higher 1996 capital spending and
acquisitions. Net cash consumed by financing activities for the twelve-month
period ended March 31, 1996 was $93 million lower than the same period in 1995
due to lower debt reduction. The debt reduction in 1995 resulted mostly from
the proceeds of divested non-strategic assets.
Capital investments are not expected to exceed $225.0 million in 1996. At
March 31, 1996, the Company had no material capital commitments and had $150.0
million of committed bank lines of credit of which none had been drawn.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company and LCI have settled all of their claims with all of the insurance
companies in the Coverage Suit except for Hartford Casualty Insurance Company
("Hartford"). For a description of the Coverage Suit, see the Company's annual
report on Form 10-K for the year ended December 31, 1995. On March 20, 1996,
the Company and LCI filed an appeal of certain issues to the Court of Appeals
for the Fourth Circuit. On April 15, 1996, Hartford also filed an appeal. It
is expected that the Fourth Circuit will hear the appeal sometime during the
fourth quarter of 1996 and render a decision in the first half of 1997.
In LCI's third and fourth party claims against its primary and excess insurers
for defense fees and indemnity, if any, in the Bertrand case (for a description
of the Bertrand case see the Company's annual report on Form 10-K for the year
ended December 31, 1995) Boreal Insurance Inc. (previously Laurentianne General
Insurance Company) one of LCI's primary insurers served LCI in April 1996 with
a Motion for Summary Judgment seeking dismissal of the third party action
instituted by LCI against Boreal. Boreal alleges that its insurance contracts
are not triggered and it has no obligation to indemnify LCI in regard to claims
made against LCI in the Bertrand case. LCI anticipates that some of its other
insurers may take the same position as Boreal and bring similar motions for
summary judgment. LCI intends to strongly oppose Boreal's motion and any other
such motions for summary judgment.
Item 4. Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of the Company was held on May 7, 1996. A
total of 69,498,938 shares were entitled to be voted. At the meeting,
shareholders elected the 17 nominees for the Board of Directors identified
below:
12
<PAGE> 13
<TABLE>
<CAPTION>
Director Elected Votes For Votes Withheld
- ---------------- --------- --------------
<S> <C> <C>
Thomas A. Buell 50,140,761 33,368
Marshall A. Cohen 50,140,830 33,299
Bertrand P. Collomb 50,141,736 32,393
Bernard L. Kasriel 50,141,361 32,768
Jacques Lefevre 50,141,038 33,091
Paul W. MacAvoy 50,140,561 33,568
Claudine B. Malone 50,140,557 33,567
Alonzo L. McDonald 50,131,750 42,379
David E. Mitchell 50,127,771 46,358
Robert W. Murdoch 50,142,578 31,551
Bertin F. Nadeau 50,138,761 35,368
John M. Piecuch 50,142,798 31,331
John D. Redfern 50,141,758 32,371
Joe M. Rodgers 50,140,104 34,025
Michel Rose 50,140,873 33,256
Ronald D. Southern 50,125,141 48,988
Edward H. Tuck 50,120,761 53,368
</TABLE>
The shareholders ratified the appointment of Arthur Andersen LLP as auditors to
audit the financial statements of the Company for the year ending December 31,
1996, with voting as follows:
<TABLE>
<CAPTION>
Votes For Votes Against Abstentions Broker Non-Votes
- --------- ------------- ----------- ----------------
<S> <C> <C> <C>
50,144,450 12,428 17,251 -0-
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Page
-------- ----
Exhibit 11 - Statement regarding computation of
net income (loss) per common equity share. 15
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by the Company
during the three-months ended March 31, 1996.
13
<PAGE> 14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LAFARGE CORPORATION
Date: May 14, 1996 By: LARRY J. WAISANEN
------------ -----------------
Larry J. Waisanen
Senior Vice President
and Chief Financial Officer
14
<PAGE> 1
LAFARGE CORPORATION AND SUBSIDIARIES EXHIBIT 11
Computation of Net Income (Loss) per Common Equity Share
(Unaudited and in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended March 31 Ended March 31
--------------------------------- ------------------------------
1996 1995 1996 1995
------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
PRIMARY CALCULATION
- -------------------
Net income (loss) $ (38,195) $ (42,053) $ 133,471 $ 100,442
============== ============ =========== ==========
Weighted average number
of common equity
shares outstanding 69,327 68,251 68,934 67,959
Net effect of dilutive
stock options based on
the treasury method - - 332 420
-------------- ----------- ---------- ---------
Weighted average number
of common equity shares
and share equivalents
outstanding 69,327 68,251 69,266 68,379
============== =========== ========= =========
Primary net income (loss)
per common equity share $ (.55) $ (.62) $ 1.93 $ 1.47
============== =========== ========== ==========
FULLY DILUTED CALCULATION
- -------------------------
Net income (loss) $ (38,195) $ (42,053) $ 133,471 $ 100,442
Add after tax interest expense
applicable to 7% Convertible
Subordinated Debentures 1,102 1,750 4,409 7,000
-------------- ----------- ---------- ----------
Net income (loss) assuming
full dilution $ (37,093) $ (40,303) $ 137,880 $ 107,442
============== =========== =========== ==========
Weighted average number
of common equity
shares outstanding 69,327 68,251 68,934 67,959
Add additional shares
assuming conversion
of 7% Convertible
Subordinated Debentures 4,520 4,520 4,520 4,520
Net effect of dilutive
stock options based on
the treasury stock method 352 438 332 437
------------ ----------- ----------- -----------
Weighted average number of
common equity shares
assuming full conversion
of all potentially
dilutive securities 74,199 73,209 73,786 72,916
=========== =========== =========== ===========
Fully diluted net income
(loss) per common
equity share $ (.50)(a) $ (.55)(a) $ 1.87 $ 1.47
============ =========== =========== ===========
</TABLE>
(a) This calculation is submitted in accordance with Regulation S-K item
601(b)(11) although it is contrary to paragraph 40 of APB Opinion No.15
because it produces an anti-dilutive result.
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 88,976
<SECURITIES> 97,514
<RECEIVABLES> 192,685
<ALLOWANCES> 0
<INVENTORY> 221,622
<CURRENT-ASSETS> 633,611
<PP&E> 823,896<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 1,643,501
<CURRENT-LIABILITIES> 236,559
<BONDS> 263,612
0
0
<COMMON> 716,864
<OTHER-SE> 225,923
<TOTAL-LIABILITY-AND-EQUITY> 1,643,501
<SALES> 203,712
<TOTAL-REVENUES> 203,712
<CGS> 223,493
<TOTAL-COSTS> 223,493
<OTHER-EXPENSES> 2,857
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,251
<INCOME-PRETAX> (61,684)
<INCOME-TAX> (23,489)
<INCOME-CONTINUING> (38,195)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (38,195)
<EPS-PRIMARY> (.55)
<EPS-DILUTED> (.55)
<FN>
<F1>PP&E net shown only. Interim financial statements do not require PP&E at
cost and accumulated depreciation and depletion.
</FN>
</TABLE>
