<PAGE>
- ---------------------------------------------------------------------
------------------------------------------------------------------
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.
------------------------------------------------------------------
- ----------------------------------------------------------------------
<PAGE>
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.
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS
(In millions except per share amounts)
<CAPTION>
Three Months Ended
March 31,
1998 1997
- -----------------------------------------------------------------------
<S> <C> <C>
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)
</TABLE>
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions except per share amounts)
<CAPTION>
March 31, December 31,
Assets 1998 1997
- ----------------------------------------------------------------------
<S> <C> <C>
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)
</TABLE>
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
<CAPTION>
Three months ended
March 31,
1998 1997
- -----------------------------------------------------------------------
Cash Flows from Operating Activities
- ------------------------------------
<S> <C> <C>
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)
</TABLE>
<PAGE>
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(In millions except per share amounts)
<CAPTION>
Three months ended
March 31,
1998 1997
- -----------------------------------------------------------------------
Common stock:
<S> <C> <C>
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)
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
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
===== =====
<PAGE>
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
===== =====
</TABLE>
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:
<TABLE>
<CAPTION>
Three months ended March 31, 1998
----------------------------------------------------
IMC-Agrico IMC IMC
Crop Nutrients Kalium AgriBusiness Other(a) Total
-------------- ------ ------------ ----- -----
<S> <C> <C> <C> <C> <C>
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
<PAGE>
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
</TABLE>
(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:
<TABLE>
<CAPTION>
Three months ended
March 31,
1998 1997
- ----------------------------------------------------------------------
<S> <C> <C>
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
===== =====
</TABLE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
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
</TABLE>
(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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Director Name For Withhold Total Votes
------------- --- -------- -----------
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
(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
<PAGE>
(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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<TABLE> <S> <C>
<PAGE>
<S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 5,100
<SECURITIES> 118,700
<RECEIVABLES> 306,800
<ALLOWANCES> 8,800
<INVENTORY> 679,500
<CURRENT-ASSETS> 1,173,200
<PP&E> 4,544,800
<DEPRECIATION> 2,000,300
<TOTAL-ASSETS> 4,843,700
<CURRENT-LIABILITIES> 627,300
<BONDS> 1,393,200
<COMMON> 125,000
0
0
<OTHER-SE> 1,853,700
<TOTAL-LIABILITY-AND-EQUITY> 4,843,700
<SALES> 676,800
<TOTAL-REVENUES> 676,800
<CGS> 503,600
<TOTAL-COSTS> 577,400
<OTHER-EXPENSES> 1,300
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 24,100
<INCOME-PRETAX> 74,000
<INCOME-TAX> 26,000
<INCOME-CONTINUING> 48,000
<DISCONTINUED> 0
<EXTRAORDINARY> (2,700)
<CHANGES> 0
<NET-INCOME> 45,300
<EPS-PRIMARY><F1> 0.40
<EPS-DILUTED><F1> 0.40
<FN>
<F1>
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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<S> <C> <C> <C>
<ARTICLE> 5 5 5
<RESTATED>
<MULTIPLIER> 1000
<PERIOD-TYPE> 3-MOS 6-MOS 9-mos
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 11,000 20,600 21,900
<SECURITIES> 42,100 22,600 52,500
<RECEIVABLES> 323,000 369,300 272,400
<ALLOWANCES> 9,100 6,800 8,800
<INVENTORY> 681,900 534,200 572,300
<CURRENT-ASSETS> 1,117,300 1,014,400 983,400
<PP&E> 4,277,500 4,337,200 4,404,800
<DEPRECIATION> 1,897,500 1,928,000 1,959,100
<TOTAL-ASSETS> 3,675,100 3,611,600 3,646,100
<CURRENT-LIABILITIES> 503,500 421,800 409,400
<BONDS> 760,200 694,800 809,900
<COMMON> 101,700 101,800 101,900
0 0 0
0 0 0
<OTHER-SE> 1,172,700 1,238,100 1,206,500
<TOTAL-LIABILITY-AND-EQUITY> 3,675,100 3,611,600 3,646,100
<SALES> 664,800 1,713,000 2,311,700
<TOTAL-REVENUES> 664,800 1,713,000 2,311,700
<CGS> 493,300 1,282,900 1,732,400
<TOTAL-COSTS> 556,500 1,415,600 1,930,100
<OTHER-EXPENSES> 34,000 71,500 100,500
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 12,700 25,200 38,400
<INCOME-PRETAX> 61,600 200,700 242,700
<INCOME-TAX> 22,500 73,300 88,600
<INCOME-CONTINUING> 39,100 127,400 154,100
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 (3,300) (3,300)
<CHANGES> 0 0 0
<NET-INCOME> 39,100 124,100 150,800
<EPS-PRIMARY><F1> 0.41 1.31 1.60
<EPS-DILUTED><F1> 0.41 1.30 1.59
<FN>
<F1>
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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<S> <C> <C> <C>
<ARTICLE> 5 5 5
<RESTATED>
<MULTIPLIER> 1000
<PERIOD-TYPE> 3-MOS 6-MOS 9-mos
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 2,100 (4,700) 1,600
<SECURITIES> 47,100 14,300 52,900
<RECEIVABLES> 265,600 380,600 232,100
<ALLOWANCES> 4,900 3,600 7,700
<INVENTORY> 609,200 476,700 514,400
<CURRENT-ASSETS> 1,023,900 918,200 876,000
<PP&E> 4,101,500 4,123,600 4,171,200
<DEPRECIATION> 1,756,900 1,772,300 1,821,800
<TOTAL-ASSETS> 3,526,200 3,436,800 3,386,300
<CURRENT-LIABILITIES> 608,500 366,400 328,700
<BONDS> 696,100 736,700 717,800
<COMMON> 97,500 97,900 98,000
0 0 0
0 0 0
<OTHER-SE> 986,700 1,058,400 1,075,900
<TOTAL-LIABILITY-AND-EQUITY> 3,526,200 3,436,800 3,386,300
<SALES> 716,900 1,672,000 2,275,600
<TOTAL-REVENUES> 716,900 1,672,000 2,275,600
<CGS> 531,400 1,267,000 1,715,100
<TOTAL-COSTS> 636,600 1,436,000 1,940,500
<OTHER-EXPENSES> 61,700 101,600 140,600
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 16,000 30,800 45,900
<INCOME-PRETAX> 2,600 103,600 148,600
<INCOME-TAX> 10,900 45,500 61,900
<INCOME-CONTINUING> (8,300) 58,100 86,700
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 (7,500)
<CHANGES> 0 0 0
<NET-INCOME> (8,300) 58,100 79,200
<EPS-PRIMARY><F1> (.09) .63 .86
<EPS-DILUTED><F1> (.09) .60 .82
<FN>
<F1>
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.
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<S> <C> <C>
<ARTICLE> 5 5
<RESTATED>
<MULTIPLIER> 1000
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-END> DEC-31-1996 DEC-31-1995
<CASH> (7,400) (2,700)
<SECURITIES> 70,700 138,400
<RECEIVABLES> 234,700 295,200
<ALLOWANCES> 7,900 8,300
<INVENTORY> 571,500 501,800
<CURRENT-ASSETS> 933,600 1,015,700
<PP&E> 4,241,400 4,111,400
<DEPRECIATION> 1,860,000 1,769,100
<TOTAL-ASSETS> 3,485,200 3,521,800
<CURRENT-LIABILITIES> 351,000 508,100
<BONDS> 656,800 741,700
<COMMON> 101,600 96,900
0 0
0 0
<OTHER-SE> 1,224,600 993,500
<TOTAL-LIABILITY-AND-EQUITY> 3,485,200 3,521,800
<SALES> 2,941,000 2,940,400
<TOTAL-REVENUES> 2,941,000 2,940,400
<CGS> 2,196,000 2,161,700
<TOTAL-COSTS> 2,479,600 2,373,800
<OTHER-EXPENSES> 179,800 148,400
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 56,700 69,800
<INCOME-PRETAX> 224,900 348,400
<INCOME-TAX> 89,700 129,400
<INCOME-CONTINUING> 135,200 219,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> (8,100) (3,500)
<CHANGES> 0 0
<NET-INCOME> 127,100 215,500
<EPS-PRIMARY><F1> 1.37 2.37
<EPS-DILUTED><F1> 1.31 2.30
<FN>
<F1>
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.
</FN>
</TABLE>
