<PAGE>
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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 September 30, 1994
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 1-9759
IMC Global Inc.
(Exact name of registrant as specified in its charter)
(Formerly IMC Fertilizer Group, Inc.)
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: (708) 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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS: Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by
Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by
a court. Yes . 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: 29,471,436 shares, excluding 2,770,259
treasury shares as of October 31, 1994.
------------------------------------------------------------------
----------------------------------------------------------------------
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying interim condensed consolidated financial
statements of IMC Global Inc. (the 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 1994
Annual Report to Stockholders, 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 1993 amounts have been
reclassified to conform to the 1994 presentation. Interim results are
not necessarily indicative of the results expected for the fiscal year.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions except per share amounts)
Three months ended
September 30,
1994 1993
-----------------------------------------------------------------
Net sales $420.8 $266.4
Cost of goods sold 344.1 259.0
------ ------
Gross margins 76.7 7.4
Selling, general and administrative expenses 14.3 13.9
Other operating (income) and expense, net (6.1) (6.6)
------ ------
Operating earnings (Note 1) 68.5 .1
Interest earned and other non-operating (income)
and expense, net (2.7) 3.1
Interest charges 15.0 22.5
------ ------
Earnings (loss) before minority interest and
items noted below 56.2 (25.5)
Minority interest in earnings (loss) of
consolidated joint venture 21.5 (1.2)
------ ------
Earnings (loss) before items noted below 34.7 (24.3)
Provision (credit) for income taxes (Note 2) 12.9 (1.8)
------ ------
Earnings (loss) before cumulative effect of
accounting change and extraordinary item 21.8 (22.5)
Cumulative effect of accounting change (Note 3) (5.9)
Extraordinary loss - debt retirement (Note 4) (1.2) (23.8)
------ ------
Net earnings (loss) $ 14.7 $(46.3)
====== ======
Earnings (loss) per share (Note 5):
Earnings (loss) before cumulative effect of
accounting change and extraordinary item $ .74 $ (1.02)
Cumulative effect of accounting change
(Note 3) (.20)
Extraordinary loss - debt retirement
(Note 4) (.04) (1.08)
------ ------
Net earnings (loss) $ .50 $(2.10)
------ ------
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions except per share amounts)
September 30,June 30,
Assets 1994 1994
------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 117.7 $ 169.0
-------- --------
Receivables, net 142.0 109.1
Inventories:
Products (principally finished) 174.6 185.5
Operating materials and supplies 68.5 67.6
-------- --------
243.1 253.1
Prepaid expenses 7.1 2.8
-------- --------
Total current assets 509.9 534.0
Investment in oil and gas joint venture 18.6 19.0
Property, plant and equipment 3,410.6 3,394.1
Accumulated depreciation and depletion (1,496.9) (1,466.7)
-------- --------
Net property, plant and equipment 1,913.7 1,927.4
Deferred income taxes 218.6 223.6
Other assets 72.1 74.3
-------- --------
$2,732.9 $2,778.3
======== ========
Liabilities and Stockholders' Equity
----------------------------------------------------------------
Current liabilities:
Accounts payable $ 96.1 $ 110.3
Accrued liabilities 108.7 98.0
Current maturities of long-term debt 1.1 1.1
-------- --------
Total current liabilities 205.9 209.4
Long-term debt, less current maturities 637.7 688.1
Deferred income taxes 370.6 372.6
Other noncurrent liabilities 291.9 275.1
Minority interest in consolidated joint venture 556.8 578.1
Stockholders' equity:
Common stock, $1 par value, authorized
50,000,000 shares; issued 32,241,535 shares
and 32,232,865 shares at September 30 and
June 30, respectively 32.2 32.2
Capital in excess of par value 736.5 736.2
Retained earnings (deficit) 8.4 (6.3)
Treasury stock, at cost, 2,770,259 shares (107.1) (107.1)
-------- --------
Total stockholders' equity 670.0 655.0
-------- --------
$2,732.9 $2,778.3
======== ========
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
Three months ended
September 30,
1994 1993
------------------------------------------------------------------
Cash Flows from Operating Activities
------------------------------------
Net earnings (loss) $ 14.7 $(46.3)
Adjustments to reconcile net earnings (loss)
to net cash provided (used) by operating
activities:
Depreciation, depletion and amortization 32.8 25.4
Deferred income taxes 3.0 (9.8)
Minority interest in earnings (loss)
of consolidated joint venture 21.5 (1.2)
Postemployment employee benefits 9.6
Cash distributions in excess of equity in
earnings of oil and gas joint venture .4 5.3
Debt retirement 39.0
Other non-cash charges and credits, net (4.8) (10.2)
Changes in:
Receivables (32.9) 44.4
Inventories 10.0 1.4
Prepaid expenses (4.3) (3.0)
Accounts payable, accrued liabilities
and income taxes (.8) (78.5)
------ ------
Net cash provided (used) by operating
activities 49.2 (33.5)
------ ------
Cash Flows from Investing Activities
------------------------------------
Capital expenditures (11.6) (11.8)
Other 5.8 1.6
------ ------
Net cash used by investing activities (5.8) (10.2)
------ ------
Net cash provided (used) before financing
activities 43.4 (43.7)
Cash Flows from Financing Activities
------------------------------------
Payments of long-term debt (50.7)
Proceeds from issuance of long-term debt .4 5.8
Joint venture cash distribution to FRP (44.4) (17.2)
Joint venture cash contribution from FRP 9.3
------ ------
Net cash used by financing activities (94.7) (2.1)
------ ------
Net decrease in cash and cash equivalents (51.3) (45.8)
Cash and cash equivalents-beginning of period 169.0 111.6
------ ------
Cash and cash equivalents-end of period $117.7 $ 65.8
====== ======
Supplemental cash flow disclosures:
Interest paid $ 5.4 $ 6.5
Income taxes paid (refunded) $ 15.4 $ (7.5)
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions)
Three months ended
September 30,
1994 1993
------------------------------------------------------------------
Common stock:
Balance at June 30 and September 30 $ 32.2 $ 32.2
Capital in excess of par value:
Balance at June 30 736.2 768.4
Restricted stock awards .3 (.1)
------ ------
Balance at September 30 736.5 768.3
Retained earnings (deficit):
Balance at June 30 (6.3) 22.5
Net earnings (loss) 14.7 (46.3)
------ ------
Balance at September 30 8.4 (23.8)
Treasury stock:
Balance at June 30 (107.1) (392.7)
Restricted stock award (.2)
------ ------
Balance at September 30 (107.1) (392.9)
------ ------
Total stockholders' equity $670.0 $383.8
====== ======
(See Notes to Condensed Consolidated Financial Statements on Page 5)
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Environmental Matters
---------------------
Operating earnings for the quarter ended September 30, 1994
included provisions totaling $7.6 million ($4.3 million net of minority
interest) to provide for additional remediation costs associated with a
sinkhole beneath a phosphogypsum storage stack at IMC-Agrico's New
Wales concentrated phosphate production facility in Florida and
anticipated repair and cleanup costs related to an earthen dam breach
at IMC-Agrico's Payne Creek phosphate rock mining facility in Florida.
These charges were more than completely offset on a net basis by a gain
of $5.0 million from the sale of land in Florida.
2. Income Taxes
------------
Provisions (credits) for income taxes were based on the estimated
annual effective tax rate for each fiscal year. Deferred income taxes
reflect the net tax effects of temporary differences between the
amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. In 1993, the provision
(credit) for income taxes included a charge of $4.1 million for an
adjustment to the Company's net deferred tax liability for the effect
of changes in U.S. corporate tax rates.
3. Accounting for Postemployment Benefits
--------------------------------------
Effective July 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 112, ``
Employers' Accounting for
Postemployment Benefits,''
to account for disability benefits. Prior
to July 1, 1994, the Company recognized the cost of providing certain
of these benefits on a cash basis. SFAS No. 112 requires the cost of
providing these benefits be recognized when it becomes probable that
such benefits will be paid and when sufficient information exists to
make reasonable estimates of the amounts to be paid. As a result,
results for the three months ended September 30, 1994 reflected a
charge of $5.9 million, net of taxes, for the cumulative effect of the
adoption of SFAS No. 112. The effect of the adoption of SFAS No. 112
on the three month's earnings before the cumulative effect of the
accounting change was not material.
4. Extraordinary Loss - Debt Retirement
------------------------------------
In connection with the purchase of portions of the Company's Senior
Notes during the three month period ended September 30, 1994 and the
1993 purchase of $220 million of its 11.25 percent Notes with The
Prudential Insurance Company of America, the Company recorded
extraordinary charges of $1.2 million and $23.8 million, respectively,
for redemption premium incurred and write-off of previously deferred
finance charges associated with such Notes, net of taxes.
5. Earnings (Loss) Per Share
-------------------------
Earnings (loss) per share were based on the weighted average number
of shares and equivalent shares outstanding. Shares used in the
calculations were 29,538,970 shares for the quarter ended September 30,
1994 which reflected common stock offerings in October 1993 and May
1994 of 7,450,000 shares. For the quarter ended September 30, 1993,
shares and equivalent shares outstanding totaled 22,060,493 million
shares.
<PAGE>
Item 2.Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
---------------------
Operating results for the three months ended September 30, 1994
improved significantly over the same period a year ago. In 1994, net
earnings for the quarter totaled $14.7 million, or $.50 per share,
compared to a net loss of $46.3 million, or $2.10 per share, in 1993.
Included in 1994 operating results was a one-time charge of $5.9
million, or $.20 per share, for the cumulative effect on prior years of
a change in accounting for postemployment benefits resulting from the
adoption of SFAS No. 112 on July 1, 1994 and an extraordinary charge of
$1.2 million, or $.04 per share, related to the early extinguishment of
debt. In 1993, the loss included an extraordinary charge of $23.8
million, or $1.08 per share, related to the early extinguishment of
debt and a charge of $4.1 million, or $.19 per share, for an adjustment
to the Company's net deferred tax liability for the effect of changes
in U.S. corporate tax rates.
Excluding the non-recurring items described above, the Company's
earnings for the three months ended September 30, 1994 totaled $21.8
million, or $.74 per share, compared to a net loss of $18.4 million, or
$.83 per share, for the same period a year ago. See Notes to Condensed
Consolidated Financial Statements for further discussion of these
non-recurring items.
Net sales for the three months ended September 30, 1994 were $420.8
million, a 58 percent increase over 1993 when sales were $266.4
million. Continued strength in global markets as well as a significant
rebound in concentrated phosphate prices from year-earlier levels
contributed to this increase.
Gross margins increased $69.3 million from last year primarily due
to higher margins for concentrated phosphates and potash of $68 million
and $9 million, respectively, partially offset by lower phosphate rock
margins of $7 million.
Concentrated phosphate margins increased primarily as a result of
higher prices ($59 million) as average diammonium phosphate prices
increased 43 percent over year-earlier levels. Other related
concentrated phosphate products showed similar price improvements. In
addition, sales volume increased ($18 million) as domestic and export
shipping demand increased 37 percent over last year's first quarter.
Partially offsetting these increases were higher production costs ($9
million) primarily due to higher raw material costs and a charge
resulting from anticipated remediation costs associated with a sinkhole
described in Note 1 of Notes to Condensed Consolidated Financial
Statements.
Potash margins increased primarily due to increased sales volume
($6 million) as domestic and export shipments increased 77 percent over
the same period a year ago. In addition, production costs were lower
($3 million) primarily due to lower water inflow control spending.
Phosphate rock margins decreased primarily due to higher production
costs as excessive rainfall levels in Florida affected phosphate rock
production and additional costs were incurred in the startup of the
Company's previously idled Payne Creek mine. Also included in higher
production costs was a charge for anticipated repair and cleanup costs
<PAGE>
related to an earthen dam breach discussed in Note 1 of Notes to
Condensed Consolidated Financial Statements.
The following table summarizes the Company's sales of crop nutrient
products and average selling prices for the three months ended
September 30, 1994 and 1993.
(Tons in millions of short tons)
1994 1993
-------- --------
Concentrated phosphates - primarily
diammonium phosphate (DAP)
Total dry product sales tons 1.816 1.307
Average DAP price per ton * $151.62 $106.17
*Average DAP prices represent sales made FOB Florida, Louisiana and
regional warehouses.
Phosphate rock
Sales tons 2.356 2.209
Average price per ton $ 19.67 $ 20.01
Potash
Sales tons .911 .590
Average price per ton $ 62.52 $ 68.14
Other operating income and expense for the three months ended
September 30, 1994 included a gain of $5.0 million from the sale of
land in Florida and $.7 million from the amortization of a deferred
gain resulting from the exchange of the Company's phosphate business
for a 56.5 percent interest in IMC-Agrico. In 1993, other operating
income and expense included $3.9 million of such amortization.
Interest earned and other non-operating income increased $5.8
million over the same period a year ago due primarily to increased
interest income and lower debt fee amortization charges.
Interest charges for the three months ended September 30, 1994 were
$7.5 million lower than last year's first quarter and reflected efforts
made by the Company to reduce high-cost, long-term indebtedness over
the past year.
Financial Condition
-------------------
Since June 30, 1994, cash and cash equivalents have decreased $51.3
million. Primary uses of cash included $50.7 million to purchase
portions of the Company's outstanding Senior Notes, $44.4 million of
cash sharing distributions to FRP and $11.6 million of capital
expenditures. Partially offsetting these cash outflows were $49.2
million generated by operating activities and $5.8 million from the
sale of fixed assets.
The Company's working capital ratio at September 30, 1994 was 2.5
versus 2.6 at June 30, 1994. Debt to total capitalization improved to
48.8 percent at September 30, 1994 compared to 71.2 percent a year ago
and 51.3 percent at June 30, 1994.
<PAGE>
The Company has an agreement with a group of banks to provide it
with an unsecured revolving credit facility (the Working Capital
Facility) under which the Company may borrow up to $100 million until
June 30, 1996. At September 30, 1994, $29.6 million was drawn down in
the form of letters of credit principally to support industrial revenue
bonds and other debt and credit risk guarantees. There were no other
borrowings under the agreement at September 30, 1994.
IMC-Agrico also has an agreement with a group of banks to provide
it with a $75 million unsecured revolving credit facility (the
IMC-Agrico Working Capital Facility). At September 30, 1994, $4.9
million was drawn down in the form of letters of credit. There were no
other borrowings under this agreement at September 30, 1994.
Certain debt agreements contain provisions which restrict the
Company's ability to make capital expenditures, dispose of assets,
limit the payment of dividends or other distributions to stockholders,
and prohibit the incurrence of additional indebtedness. The Working
Capital Facility also contains financial ratios and tests which must be
met with respect to interest and fixed charge coverage, tangible net
worth, working capital and debt to total capitalization. In addition,
the IMC-Agrico Working Capital Facility contains financial and minimum
net Partners' capital requirements, places limitations on indebtedness
of IMC-Agrico and restricts the ability of IMC-Agrico to make cash
distributions in excess of Distributable Cash (as defined in the
Partnership Agreement). At September 30, 1994, both the Company and
IMC-Agrico were in compliance with all of the covenants in the
indentures and other agreements governing its indebtedness.
IMC-Agrico makes cash distributions to each partner based on
formulas and sharing ratios as defined in the Partnership Agreement.
For the three months ended September 30, 1994, the total amount of
Distributable Cash generated by IMC-Agrico was $61.4 million, of which
$34.1 million was distributed to FRP, including $11.9 million
distributed in November 1994.
Capital expenditures for the year ending June 30, 1995 are
estimated to total $64 million (including $45 million by IMC-Agrico).
The Company believes that its current liquidity position and cash flow
from operations should be sufficient to meet its working capital needs
and expansion of its operations.
In October 1993 and May 1994, the Company successfully completed
common stock offerings totaling 7,450,000 shares, the proceeds of which
were used to reduce long-term indebtedness. Assuming the common stock
offerings had occurred on July 1, 1993 and the proceeds used to reduce
outstanding indebtedness, the pro forma net loss for the three months
ended September 30, 1993 would have been $40.5 million, or $1.37 per
share.
There were no other material changes in the Company's financial
condition, capital resources, or liquidity from that described in the
Company's Annual Report on Form 10-K for the year ended June 30, 1994.
Other Matters
-------------
Pursuant to the development order for the New Wales concentrated
phosphate facility, the Company has been monitoring groundwater
contamination levels, and had until October 30, 1994 to achieve
permitted levels or seek an extension of time in order to accomplish
<PAGE>
it. Failure to reach such levels could potentially result in the
incurrence of substantial expenditures to line or relocate a New Wales
cooling pond.
Concentrations of groundwater contaminants had been slowly dropping
and approaching permitted levels following plugging of the 12 former
recharge wells located beneath the cooling pond. The concentrations
increased significantly, however, at the time of the appearance of a
large hole atop the New Wales phosphogypsum stack, believed to be
caused by a sinkhole beneath the stack.
Concentrations are currently substantially in excess of permitted
levels. Because the Company is pumping water from the aquifer to use
at the New Wales facility, the contamination has not traveled outside
the Company's property.
The Company is working with government authorities in connection
with the sinkhole, and remediation of the groundwater contamination
levels is seen as a part of the overall situation; accordingly no
formal request for extension under the development order has been
filed.
Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
Pursuant to certain agreements between the Company and Mallinckrodt
Group Inc., the Company has agreed to indemnify Mallinckrodt Group Inc.
against any liability or costs attributable to, among other things,
litigation involving the crop nutrient business, whether or not the
events which give rise to the litigation predated July 1, 1987.
In the ordinary course of its business, the Company is and will
from time to time be involved in routine litigation. Except for the
matters discussed below, which matters were previously discussed in the
Company's 1994 Annual Report on Form 10-K, none of the litigation
pending or known to be threatened at this time is regarded by the
Company as potentially material.
Sterlington Litigation
----------------------
In May of 1991, an explosion occurred at a nitroparaffins plant in
Sterlington, Louisiana, owned by Angus Chemical Company (Angus) and
operated by the Company pursuant to a management agreement with Angus.
Litigation involving the Company, Angus and third parties in Texas
was settled in April 1993, although the meaning of certain of the terms
of the settlement and the final judgment in that litigation remain in
dispute between Angus and the Company, as described below.
The Company has been partially reimbursed by its insurers for sums
paid in settlement and is seeking additional sums from one of them in
arbitration. In that arbitration, the insurer has filed a counterclaim
which seeks the return of the $15 million previously paid to the
Company by that insurer.
In Louisiana, there are currently in excess of 240 personal injury
lawsuits which are unresolved and additional suits are threatened. The
<PAGE>
Company has established a reserve to cover the estimated cost of
resolving such litigation but is continuing to assess its exposure as
the existing lawsuits progress and new plaintiffs are identified.
Recent decisions of Louisiana courts indicate that certain defenses
under Louisiana workers compensation laws may have been weakened,
potentially expanding the Company's exposure. It now appears likely
that a class or classes of plaintiffs will be certified for trial.
Also in Louisiana, Angus filed in 1993, but has not yet served on
the Company, a lawsuit which Angus counsel assert seeks damages
allegedly related to (1) direct action claims against two of the
Company's insurers, with one of which there is an agreement which that
insurer might assert requires the Company to indemnify such insurer,
(2) third party claims against Angus, and (3) sums already paid by
Angus to third parties. The Company believes there are substantial
defenses to the direct action claims against its insurers and the
claims for sums already paid by Angus to third parties (which third
party claims Angus asserts are approximately $10 million), and that in
any event the Company's exposure, if any, for such direct action claims
is approximately $30 million.
The Company filed a lawsuit in Texas seeking a court determination
that the settlement and final judgment in the Texas litigation
described above disposed of the Angus claims described in items (1) and
(3) directly above. Angus filed a counterclaim seeking reimbursement
for sums already paid by Angus to third parties. The trial judge has
ruled against the Company as to the terms of the settlement agreement
with Angus, has not yet ruled on issues related to the final judgment,
and did not rule as to whether Louisiana law permits Angus to pursue
the direct action claims against the Company's insurers.
The Company intends to vigorously litigate these matters. However,
given that the Texas lawsuit is in its early stages and discovery is
not complete, the Louisiana lawsuit has not been served on the Company,
and with the uncertainties inherent in litigation, no assurances can be
given with respect to the outcome of these matters.
Potash Antitrust Litigation
---------------------------
The Company has been named as a defendant, along with other
Canadian and U.S. potash producers, in lawsuits filed in federal court
in Minnesota and state court in California and Illinois. The
plaintiffs are purchasers of potash who allege a price fixing
conspiracy among North American potash producers beginning in 1987 and
continuing until the filing of the lawsuits. Discovery has been
conducted with respect to the limited question of whether the court
should certify a class of potash purchasers in the Minnesota
litigation. Cases filed in California and Illinois are still at an
early stage pending further proceedings concerning preliminary issues
and no discovery in those cases has yet occurred. While the Company
believes that the allegations in the complaints are without merit,
until discovery has been completed it is unable to evaluate possible
defenses or to make a reliable determination as to potential liability
exposure, if any.
The Company has also received a U.S. grand jury subpoena seeking
information related to the sale of potash in the United States from
1986 to the present. The Company is cooperating with the government
and is assembling the information needed to comply with the subpoena.
As in the civil litigation described above, while the Company does not
believe that violations of the antitrust laws have occurred, the
<PAGE>
Company is unable to predict the outcome of the government
investigation or make a reliable determination as to potential
exposure, if any.
Item 4.Submission of Matters to a Vote of Security Holders.
(a)The Annual Meeting of Stockholders was held October 20, 1994.
(b)The following directors were elected at the Annual Meeting of
Stockholders:
Term expiring in 1997 ................Raymond F. Bentele
`` `` `` `` ...................Thomas H . Roberts, Jr.
`` `` `` `` ...................James D. Speir
The following directors continue in office:
Wendell F. Bueche
Frank W. Considine
Dr. James M. Davidson
Richard A. Lenon
Billie B. Turner
(c)The following matters were voted upon at the Annual Meeting of
Stockholders:
1. Approval of 1994 Stock Option Plan for Non-Employee
Directors
The adoption of the 1994 Stock Option Plan for Non-Employee
Directors was ratified by the affirmative vote of an
aggregate of 23,936,068 shares of common stock. A total of
2,053,435 shares of common stock voted against adoption.
Holders of 410,964 shares of common stock abstained from
voting.
2. Approval of Amendment to the Company's Restated
Certificate of Incorporation Changing Its Name to IMC Global
Inc.
The adoption of the amendment to the Company's Restated
Certificate of Incorporation changing its name to IMC Global
Inc. was ratified by the affirmative vote of an aggregate of
25,955,668 shares of common stock. A total of 50,398 shares
of common stock voted against adoption. Holders of 394,401
shares of common stock abstained from voting.
3. Approval of Appointment of Independent Auditors.
The appointment of Ernst & Young LLP, independent
accountants, as auditors of the registrant for the fiscal
year ending June 30, 1995, was ratified by the affirmative
vote of an aggregate of 26,035,551 shares of common stock. A
total of 28,684 shares of common stock voted against the
appointment. Holders of 336,232 shares of common stock
abstained from voting.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit
No. Description
-------------------------------------------------------
11.3 Fully diluted earnings per share computation for the
three months ended September 30, 1994
(b) Reports on Form 8-K.
Up to the date of this report, the following report on Form
8-K was filed:
A report under Item 5 dated November 1, 1994.
* * * * * * * * * * * * * * * *
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.
Robert C. Brauneker
------------------------------------
Robert C. Brauneker
Executive Vice President
and Chief Financial Officer
Date: November 14, 1994
<PAGE>
EXHIBIT 11.3
EARNINGS (LOSS) PER SHARE
FULLY DILUTED COMPUTATION
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(IN MILLIONS EXCEPT SHARE AND PER SHARE AMOUNTS)
At September 30,
-----------------------
1994 1993
----------- -----------
Basis for computation of fully diluted
earnings (loss)per share:
Earnings (loss) before extraordinary item
and cumulative effect of accounting change,
as reported $ 21.8 $ (22.5)
Add interest charges on convertible debt 1.8 1.8
Less provision for taxes (.7) (.7)
---------- ----------
Earnings (loss) before cumulative effect of
accounting change and extraordinary item,
as adjusted 22.9 (21.4)
Cumulative effect of accounting change (5.9)
Extraordinary loss - debt retirement (1.2) (23.8)
---------- ----------
Net earnings (loss) applicable to
common stock $ 15.8 $ (45.2)
========== ==========
Number of shares:
Weighted average shares outstanding 29,538,970 22,060,493
Conversion of convertible subordinated
notes into common stock 1,811,024 1,811,024
---------- ----------
Total common and common equivalent
shares assuming full dilution 31,349,994 23,871,517
========== ==========
Fully diluted earnings (loss) per share:
Earnings (loss) before cumulative effect of
accounting change and extraordinary item $ .73 $ (.89)
Cumulative effect of accounting change (.19)
Extraordinary loss - debt retirement (.04) (1.00)
---------- ----------
Net earnings (loss) $ .50 $ (1.89)
========== ==========
This calculation is submitted in accordance with Regulation S-K item
601(b)(11). However, under APB Opinion No. 15, calculation of fully
diluted earnings (loss) per share would exclude the conversion of
convertible securities which would have an antidilutive effect on
earnings (loss) per share for each period.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-END> SEP-30-1994
<CASH> (13,400)
<SECURITIES> 131,100
<RECEIVABLES> 144,200
<ALLOWANCES> 2,200
<INVENTORY> 243,100
<CURRENT-ASSETS> 509,900
<PP&E> 3,410,600
<DEPRECIATION> 1,496,900
<TOTAL-ASSETS> 2,732,900
<CURRENT-LIABILITIES> 205,900
<BONDS> 637,700
<COMMON> 32,200
0
0
<OTHER-SE> 637,800
<TOTAL-LIABILITY-AND-EQUITY> 2,732,900
<SALES> 420,800
<TOTAL-REVENUES> 427,000
<CGS> 344,100
<TOTAL-COSTS> 358,500
<OTHER-EXPENSES> 18,800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,000
<INCOME-PRETAX> 34,700
<INCOME-TAX> 12,900
<INCOME-CONTINUING> 21,800
<DISCONTINUED> 0
<EXTRAORDINARY> (1,200)
<CHANGES> (5,900)
<NET-INCOME> 14,700
<EPS-PRIMARY> .50
<EPS-DILUTED> .50
</TABLE>
