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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
--- THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the year ended December 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 60062
Northbrook, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (847) 272-9200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- - ------------------- -----------------------------------------
Common Stock, par value $1 per share New York and Chicago Stock Exchanges
Preferred Share Purchase Rights New York and Chicago Stock Exchanges
Warrants to Purchase Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant: $2,168,229,493 as of March 15, 1999. Market value is
based on the March 15, 1999 closing price of Registrant's common stock as
reported on the New York Stock Exchange Composite Transactions for such date.
APPLICABLE ONLY TO CORPORATE REGISTRANTS: Indicate the number of shares
outstanding of each of the Registrant's classes of common stock: 114,342,634
shares, excluding 10,738,520 treasury shares as of March 15, 1999.
DOCUMENTS INCORPORATED BY REFERENCE, IN PART: Information required by Items
6, 7, 7a and 8 of Part II is incorporated by reference to the sections of the
Registrant's 1998 Annual Report to Stockholders described in such Items.
Information required by Items 10, 11, 12 and 13 of Part III is incorporated by
reference to the sections of the Registrant's definitive proxy statement for
the Annual Meeting of Stockholders to be held on April 27, 1999.
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1998 FORM 10-K CONTENTS
Item Page
Part I:
1. Business 1
Company Profile 1
Business Unit Information 2
Factors Affecting Demand 14
Other Matters 14
Executive Officers of the Registrant 15
2. Properties 17
3. Legal Proceedings 17
4. Submission of Matters to a Vote of Security Holders 19
Part II:
5. Market for the Registrant's Common Stock and Related
Stockholder Matters 19
6. Selected Financial Data 19
7. Management's Discussion and Analysis of Results of
Operations and Financial Condition 20
7a. Quantitative and Qualitative Disclosures about
Market Risk 20
8. Financial Statements and Supplementary Data 20
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 20
Part III:
10. Directors and Executive Officers of the Registrant 20
11. Executive Compensation 20
12. Security Ownership of Certain Beneficial Owners and
Management 20
13. Certain Relationships and Related Transactions 20
Part IV:
14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 21
Signatures 33
PART I.
Item 1. Business.(1)
COMPANY PROFILE
IMC Global Inc. (the Company or IMC) is one of the world's
leading producers and distributors of crop nutrients to the
international agricultural community, one of the foremost
manufacturers and distributors of animal feed ingredients to
the worldwide industry and one of the world's leading
producers of salt. The Company mines, processes and
distributes potash in the United States and Canada and is the
majority joint venture partner in IMC-Agrico Company
(IMC-Agrico), a leading producer, marketer and distributor of
phosphate crop nutrients and animal feed ingredients. The
Company also mines, processes and distributes salt products in
the United States, Canada and Europe, including water
conditioning, agricultural, industrial, consumer and road
salt. In addition, the Company, through its interest in
Phosphate Resource Partners Limited Partnership (PLP),
participates in the exploration and production of oil & gas
(Exploration Program) through its agreement with McMoRan
Exploration Company (MMR), formerly McMoRan Oil & Gas Co.
(MOXY). The Company's current operational structure consists
of six business units corresponding to its major product lines
as follows: IMC-Agrico Phosphates (phosphates), IMC Kalium
(potash), IMC Salt (salt), IMC-Agrico Feed Ingredients (animal
feed), IMC AgriBusiness (wholesale and retail distribution)
and IMC Chemicals (soda ash and other inorganic chemicals). As
a result of the pending divestitures of IMC AgriBusiness and
IMC Chemicals, the future operational structure of the Company
will be comprised of the following four business units: IMC-
Agrico Phosphates (Phosphates), IMC Kalium (Kalium), IMC Salt
(Salt) and IMC-Agrico Feed Ingredients (Feed Ingredients).
IMC and PLP have a 56.5 percent and 43.5 percent,
respectively, direct economic interest in IMC-Agrico over the
term of the joint venture. IMC owns 51.6 percent of the
outstanding PLP limited partnership units. As a result, the
Company's total interest in IMC-Agrico is approximately 78.9
percent.
The three major nutrients required for plant growth are
phosphorus, contained in phosphate rock; potassium, contained
in potash; and nitrogen. Phosphorus plays a key role in the
photosynthesis process. Potassium is an important regulator
of plants' physiological functions. Nitrogen is an essential
element for most organic compounds in plants. These elements
occur naturally in the soil but need to be replaced as crops
remove them from the soil. Currently, no viable substitutes
exist to replace the role of phosphate, potash and nitrogen in
the development and maintenance of high-yield crops. Salt
serves several high volume applications where there is either
no substitute or no economical substitute. It is an essential
nutrient for animal health and is used universally to season
food, as a food preservative and as an additive to livestock
feed products. It also is the primary material used to provide
safe highways, walkways and parking lots. It is used
extensively in manufacturing many chemicals where it is the
most economical source of both sodium and chlorine. Another
large volume application is for both industrial and consumer
water conditioning where it removes other minerals and hence
"softens" or conditions water.
The Company believes that it is one of the most efficient
North American producers of concentrated phosphates, potash,
salt and animal feed ingredients. IMC's business strategy
focuses on maintaining and growing its leading position as a
crop nutrient, animal feed and salt producer and distributor
through extensive customer service, efficient distribution and
transportation as well as supplying products worldwide at
competitive prices, largely by capitalizing on economies of
scale and state-of-the-art technology to reduce costs.
For additional information on the Company's acquisition and
divestiture activity, see Note 2, "Acquisitions," Note 4,
"Discontinued Operations" and Note 5, "Other Divestitures," of
Notes to Consolidated Financial Statements included in Part
II, Item 8, "Financial Statements and Supplementary Data," of
this Annual Report on Form 10-K.
BUSINESS UNIT INFORMATION
The amounts and relative proportions of net sales and
operating earnings contributed by the business units of the
Company have varied from year to year and may continue to do
so in the future as a result of changing business, economic
and competitive conditions as well as technological
developments.
In the fourth quarter of 1998, the Company initiated a
restructuring of its operations (Restructuring Plan). One
initiative of the Restructuring Plan was the combination of
operating activities of Phosphates and Kalium in order to
realize certain operating and staff function synergies. The
following business unit information discusses Phosphates and
IMC Kalium separately as they are still considered two
distinct business units. The following business unit
discussion should be read in conjunction with the information
contained in Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," of
this Annual Report on Form 10-K.
IMC-Agrico Phosphates
---------------------
Net sales for Phosphates were $1,572.8 million, $1,484.8
million and $1,661.3 million for the years ended December 31,
1998, 1997 and 1996, respectively. Phosphates is a leading
United States miner of phosphate rock, one of the primary raw
materials used in the production of concentrated phosphates,
with 20.0 million tons of annual capacity. Phosphates is also
a leading United States producer of concentrated phosphates
with an annual capacity of approximately four million tons of
phosphoric acid (P2O5). P2O5 is an industry term indicating a
product's phosphate content measured chemically in units of
phosphorous pentoxide. Phosphate's concentrated phosphate
products are marketed worldwide to crop nutrient
manufacturers, distributors and retailers.
Phosphates' facilities, which produce concentrated phosphate,
are located in central Florida and Louisiana. Its annual
capacity represents approximately 32 percent of total United
States concentrated phosphate production capacity and
approximately ten percent of world capacity. The Florida
concentrated phosphate facilities consist of three plants:
New Wales, Nichols and South Pierce. The New Wales complex is
the largest concentrated phosphate plant in the world with an
estimated annual capacity of 1.8 million tons of phosphoric
acid (P2O5 equivalent). New Wales primarily produces four
forms of concentrated phosphates: diammonium phosphate (DAP),
monoammonium phosphate (MAP), granular triple superphosphate
(GTSP) and merchant grade phosphoric acid. The Nichols
facility manufactures phosphoric acid, DAP and granular MAP
(GMAP). The South Pierce plant produces phosphoric acid and
GTSP. The Louisiana concentrated phosphate facilities consist
of three plants: Uncle Sam, Faustina and Taft. The Uncle Sam
plant produces phosphoric acid which is then shipped to the
Faustina and Taft plants where it is used to produce DAP and
GMAP. The Faustina plant manufactures phosphoric acid, DAP,
GMAP and ammonia. The Taft facility manufactures DAP and
GMAP. Concentrated phosphate operations are managed in order
to balance Phosphates' output with customer needs. Phosphates
suspended phosphoric acid production at its Nichols facility
in October 1998 and suspended production at its Taft facility
in November 1998 in response to reduced market demands. The
Taft facility subsequently resumed production in January 1999.
Summarized below are descriptions of the principal raw
materials used in the production of concentrated phosphates:
phosphate rock, sulphur and ammonia.
Phosphate Rock
All six of the Company's phosphate mines and related mining
operations are located in central Florida. Phosphates extracts
phosphate ore through surface mining after removal of a ten to
50 foot layer of sandy overburden and then processes the ore
at one of its beneficiation plants where the ore goes through
washing, screening, sizing and flotation procedures designed
to separate it from sands, clays and other foreign materials.
Currently, four of the Company's phosphate mines are operating
while one was idled in November 1998 and another was idled in
January 1999. One of the operating mines will permanently
close in mid-1999 pursuant to the Restructuring Plan. The
present mining plan, developed in conjunction with the
Restructuring Plan, anticipates the re-start of the two idle
mines in the second half of 1999. The mining plan was
developed to maximize the available resources, lower the cost
of producing rock and manage the level of phosphate rock
inventory.
Phosphates' phosphate rock production volume for the years
ended December 31, 1998, 1997 and 1996 totaled 20.0 million,
20.0 million and 22.5 million tons, respectively. Anticipated
production in 1999 will be less than the prior years as
Phosphates reduces its level of rock inventory through the
temporary idling of the two mines. Although Phosphates sells
phosphate rock to other crop nutrient and animal feed
ingredient manufacturers, it primarily uses phosphate rock
internally in the production of concentrated phosphates. Tons
used internally, primarily in the manufacture of concentrated
phosphates, totaled 14.8 million, 14.1 million and 14.3
million for the years ended December 31, 1998, 1997 and 1996,
respectively, representing 74 percent, 70 percent and 64
percent, respectively, of total tons produced. Product
shipments to customers totaled 5.0 million, 4.6 million and
6.5 million tons for the years ended December 31, 1998, 1997
and 1996, respectively. Customer shipments have been reduced
in order to maximize relative values of rock and concentrated
phosphates by utilizing high-quality reserves for internal
upgrading.
Phosphates estimates its proven reserves to be 530.0 million
tons of phosphate rock as of December 31, 1998. These
reserves are controlled by Phosphates through ownership, long-
term lease, royalty or purchase option agreements. Reserve
grades range from 58 percent to 78 percent bone phosphate of
lime (BPL), with an average grade of 66 percent BPL. BPL is
the standard industry term used to grade the quality of
phosphate rock. The phosphate rock mined by Phosphates in the
last three years averaged 65 percent BPL, which management
believes is typical for phosphate rock mined in Florida during
this period. Phosphates estimates its reserves based upon the
performance of exploration core drilling as well as technical
and economic analyses to determine that reserves so classified
can be economically mined at market prices estimated to
prevail during the next five years.
Phosphates also owns or controls phosphate rock resources in
the southern extension of the central Florida phosphate
district (Resources). Resources are mineralized deposits
which may be economically recoverable; however, additional
geostatistical analyses, including further explorations,
permitting and mining feasibility studies, are required before
such deposits may be classified as reserves. Based upon its
preliminary analyses of these Resources, Phosphates believes
that these mineralized deposits differ in physical and
chemical characteristics from those historically mined by
Phosphates but are similar to certain of the reserves being
mined in current operations. These Resources contain
estimated recoverable phosphate rock of approximately 114.0
million tons. Some of these Resources are located in what may
be classified as preservational wetland areas under standards
set forth in current county, state and federal environmental
protection laws and regulations, and consequently, the
Company's ability to mine these Resources may be restricted.
Sulphur
A significant portion of Phosphates' sulphur requirements is
provided by the sulphur subsidiary of MMR under a supply
agreement with the Company. Phosphates' remaining sulphur
requirements are provided by market contracts.
Ammonia
Phosphates' ammonia needs are supplied by its Faustina ammonia
production facility and by world suppliers, primarily under
annual and multi-year contracts. Production from the Faustina
plant, which has an estimated annual capacity of 560,000 tons
of anhydrous ammonia, is used internally to produce certain
concentrated phosphates.
Sales and Marketing
Domestically, Phosphates sells its concentrated phosphates to
crop nutrient manufacturers, distributors and retailers. The
Company also uses concentrated phosphates internally for the
production of animal feed ingredients (see IMC-Agrico Feed
Ingredients). Virtually all of Phosphates' export sales of
phosphate crop nutrients are marketed through the Phosphate
Chemicals Export Association (PhosChem), a Webb-Pomerene Act
organization, which the Company administers on behalf of three
other member companies. PhosChem believes that its sales
represent approximately 53 percent of total United States
exports of concentrated phosphates. The countries which
account for the largest amount of PhosChem's sales of
concentrated phosphates include China, Australia, India, Japan
and Brazil. In 1998, Phosphates' exports to Asia and China
were 48 percent and 27 percent, respectively, of total
shipments.
The table below shows Phosphates' shipments of concentrated
phosphates in thousands of dry product tons, primarily DAP:
1998 1997 1996
------------------------------------
Tons % Tons % Tons %
------------------------------------
Domestic
Customers 2,373 32 2,065 29 2,350 32
Captive, to other
business units 563 8 615 9 581 8
----- --- ----- --- ----- ---
2,936 40 2,680 38 2,931 40
Export 4,377 60 4,425 62 4,451 60
----- --- ----- --- ----- ---
Total shipments 7,313 100 7,105 100 7,382 100
===== === ===== === ===== ===
As of December 31, 1998, Phosphates had contractual
commitments from non-affiliated customers for the shipment of
concentrated phosphates and phosphate rock amounting to
approximately 2.7 million tons and 5.2 million tons,
respectively, in 1999.
Competition
Phosphates operates in a highly competitive global market.
Among the competitors in the global phosphate crop nutrient
market are domestic and foreign companies, as well as foreign
government-supported producers. Phosphate crop nutrient
producers compete primarily based on price and, to a lesser
extent, product quality and innovation. IMC Kalium Net sales
for the Kalium business unit were $700.1 million, $617.4
million and $464.8 million for the years ended December 31,
1998, 1997 and 1996, respectively.
Kalium mines, processes and distributes potash in the United
States and Canada. The term "potash" applies generally to the
common salts of potassium. Kalium's products are marketed
worldwide to crop nutrient manufacturers, distributors and
retailers and are also used in the manufacture of mixed crop
nutrients and, to a lesser extent, animal feed ingredients
(see IMC-Agrico Feed Ingredients). Kalium's potash products
are also used for ice melter and water softener regenerant
(see IMC Salt). Kalium also sells potash to customers for
industrial use. Kalium operates four potash mines in Canada as
well as three potash mines and a solar evaporation facility in
the United States. With a total capacity in excess of ten
million tons of product per year, management believes that
Kalium is one of the leading private-enterprise potash
producers in the world. In 1998, these operations accounted
for approximately 15 percent of world capacity on a K2O
basis(2).
Canadian Operations
Kalium's four mines in Canada produce muriate of potash
exclusively and are located in the province of Saskatchewan,
Canada. Two potash mines are interconnected at Esterhazy, one
is located at Belle Plaine and one is located at Colonsay.
The combined annual capacity of these four mines is
approximately eight million tons. Esterhazy and Colonsay
utilize shaft mining while Belle Plaine utilizes solution
mining technology. Traditional potash shaft mining takes
place underground at depths of over 3,000 feet where
continuous mining machines cut out the ore face and move
jagged chunks of ore to conveyor belts. The ore is then
crushed, moved to storage bins and then hoisted to refineries
above ground. In contrast, Kalium's solution mining process
involves heated water which is pumped through a "cluster" to
dissolve the potash in the ore bed. A cluster consists of a
series of boreholes drilled into the potash ore by a portable,
all-weather electric drilling rig. A separate distribution
center at each cluster controls the brine flow. The solution
containing dissolved potash and salt is pumped to a refinery
where sodium chloride, a co-product of this process, is
separated from the potash through the use of evaporation and
crystallization techniques. Concurrently, solution is pumped
into a 130 acre cooling pond where additional crystallization
occurs and the resulting product is recovered via a floating
dredge. Refined potash is dewatered, dried and sized. The
Canadian operations produce 26 different potash products,
including industrial grades, many through patented processes.
Potash Corporation of Saskatchewan Inc. (PCS) controls several
potash-producing properties in the province, including a
property which consists of reserves located in the vicinity of
Kalium's Esterhazy mines. Under a long-term contract with
PCS, the Company is obligated to mine and refine these
reserves for a fee plus a pro rata share of production costs.
The specified quantities of potash to be produced for PCS may,
at the option of PCS, amount to an annual maximum of
approximately one-fourth of the tons produced by Esterhazy but
no more than approximately 1.1 million tons. The current
contract extends through June 30, 2001 and is renewable at the
option of PCS for five additional five-year periods.
Kalium controls the rights to mine 323,070 acres of
potash-bearing land in Saskatchewan. This land, of which
63,887 acres have already been mined or abandoned, contains
over 4.6 billion tons of potash mineralization (calculated
after estimated extraction losses) at an average grade of
about 21 percent K2O. This ore is sufficient to support
current operations for more than a century and will yield more
than 1.4 billion tons of finished product with a K2O content
of approximately 61 percent.
Kalium's mineral rights in Saskatchewan consist of 123,953
acres owned in fee, 175,959 acres leased from the province of
Saskatchewan and 23,158 acres leased from other parties. All
leases are renewable by the Company for successive terms of 21
years. Royalties, established by regulation of the province
of Saskatchewan, amounted to approximately $9.8 million, $8.2
million and $6.2 million in 1998, 1997 and 1996, respectively.
Since December 1985, Kalium has experienced an inflow of water
into one of its two interconnected potash mines at Esterhazy.
As a result, Kalium has incurred expenditures to control the
inflow, certain of which, due to their nature, have been
capitalized while others have been charged to expense. Since
the initial discovery of the inflow, Kalium has been able to
meet all sales obligations from production at the mines. The
Company has considered, and continues to evaluate,
alternatives to the operational methods employed at Esterhazy.
However, the procedures utilized to control the water inflow
have proven successful to date, and the Company currently
intends to continue conventional shaft mining. Despite the
relative success of these measures, there can be no assurance
that the amounts required for remedial efforts will not
increase in future years or that the water inflow or
remediation costs will not increase to a level which would
cause the Company to change its mining process or abandon the
mines.
Kalium's underground mine operations are presently insured
against business interruption and risk from catastrophic
perils, including collapse, floods and other property damage
with the exception of flood coverage at Esterhazy. Due to the
ongoing water inflow problem at Esterhazy, underground
operations at this facility are currently not insurable for
water incursion problems. Like other potash producers' shaft
mines, Kalium's Colonsay mine is also subject to the risks of
inflow of water as a result of its shaft mining operations.
In January 1988, the United States Department of Commerce
(Commerce) signed an agreement with all of the potash
producers in Canada, suspending an investigation by Commerce
to determine whether Canadian potash was, or was likely to be,
sold in the United States at less than "fair value." The
agreement stipulated that each such producer's minimum price
for potash sold in the United States, compared with its potash
prices in Canada, would be based upon a formula to ensure that
such product would be sold in the United States at a price no
less than "fair value." This agreement will remain in place
until terminated by Commerce in accordance with applicable
law.
The Saskatchewan Department of Environmental and Resource
Management (Saskatchewan Department) published regulations
requiring all potash mine operators to submit facility
decommissioning and reclamation plans for approval by the
Saskatchewan Department and to provide assurances that the
plans will be carried out when the facility is closed. See
"Other Matters - Environmental Matters" for further detail.
United States Operations
Kalium has four United States potash facilities: the Carlsbad
and the Western Ag shaft mines located in Carlsbad, New
Mexico; the Hersey solution mine located in Hersey, Michigan;
and the solar evaporation facility located in Ogden, Utah.
The Kalium Carlsbad mine has an annual production capacity of
over one million tons of finished product. The ore reserves
are of three types: (1) sylvinite, a mixture of potassium
chloride and sodium chloride, the same as the ore mined in
Saskatchewan; (2) langbeinite, a double sulphate of potassium
and magnesium; and (3) a mixed ore, containing both potassium
chloride and langbeinite. At this time only the sylvinite and
langbeinite ores are mined.
Continuous and conventional underground mining methods are
utilized for ore extraction at Carlsbad. In the continuous
mining sections, drum type mining machines are used to cut
sylvinite and langbeinite ore from the face. Mining heights
are as low as four feet. In the conventional areas, a wide
ore face is undercut and holes drilled to accept explosive
charges. Ore from both continuous and conventional sections
is loaded onto conveyors, transported to storage areas and
then hoisted above ground for further processing at the
refinery.
Three types of potash are produced at the Carlsbad refinery:
muriate of potash, which is the primary source of potassium
for the crop nutrient industry; double sulphate of potash
magnesia, marketed under the brand name K-Mag(Registered
Trademark) containing significant amounts of sulphur,
potassium and magnesium, with low levels of chloride; and
sulphate of potash, supplying sulphur and a high concentration
of potassium with low levels of chloride.
At the Carlsbad facility, Kalium mines and refines potash from
43,877 acres of reserves which are controlled under long-term
leases. These reserves contain an estimated total of 155
million tons of potash mineralization (calculated after
estimated extraction losses) in four mining beds evaluated at
thicknesses ranging from four to 12 feet. At average refinery
rates, these ore reserves are estimated to be sufficient to
yield 10.7 million tons of concentrate from sylvinite with an
average grade of 60 percent K2O and 27.0 million tons of
langbeinite concentrate with an average grade of approximately
22 percent K2O. At current rates of production, management
estimates that Kalium's reserves of sylvinite and langbeinite
are sufficient to support operations for more than 17 years
and 32 years, respectively. Pursuant to potassium mineral
lease arrangements with the federal government, the State of
New Mexico and other third parties, the Company paid royalties
of $3.5 million, $3.3 million and $3.1 million in 1998, 1997
and 1996, respectively.
Kalium commissioned a $25.0 million, 400,000 ton per year
K-Mag(Registered Trademark) granulation facility at Carlsbad
during 1998. This facility will convert standard grade
K-Mag(Registered Trademark) into higher-priced, premium
granular grade which has expanded sales opportunities.
The Western Ag facility is located in Carlsbad, New Mexico,
adjacent to the Kalium Carlsbad facility and has an annual
capacity of 400,000 tons of double sulfate of potash magnesia
which is marketed under the brand name K-Mag(Registered
Trademark). The Western Ag facility mines and refines potash
from 16,487 acres of reserves which are controlled under
long-term leases. The reserves contain an estimated 93.8
million tons of potash mineralization in two mining beds in
thicknesses ranging from eight to ten feet. At average
refinery rates, these ore reserves are estimated to be
sufficient to yield 13.0 million tons of concentrate from
langbeinite with an average ore grade of 22 percent K2O and
9.9 million tons of sylvinite concentrate with an average ore
grade of 60 percent K2O. At current rates of production,
management estimates that Western Ag's langbeinite reserves
are sufficient to support operations for approximately 14
years. The sylvinite reserves, which would be processed at
the adjacent Carlsbad facility's refinery, are estimated by
management to be sufficient to support operations for
approximately nine years at the current rate of production.
Kalium is in the process of making mine modifications and
constructing a new state-of-the-art, world class langbeinite
refinery at Carlsbad at an estimated cost of approximately
$70.5 million. The new refinery will replace the current
refineries at the adjacent Carlsbad and Western Ag facility
locations and will increase annual capacity by approximately
35 percent, reduce costs and improve processing efficiency.
The new refinery is expected to be operational in mid-1999.
At Hersey, Michigan, Kalium operates a solution mining
facility with annual potash production capacity of
approximately 160,000 tons, and annual salt capacity of
approximately 300,000 tons. The salt from this facility is
marketed by Salt (see IMC Salt). At Hersey, Kalium's mineral
rights consist of 1,093 acres owned in fee and 10,537 acres
controlled under long-term leases. These lands contain an
estimated 300.0 million tons of potash mineralization
contained in two beds ranging in thickness from 14 to 30 feet.
Management estimates that these reserves are sufficient to
yield 62.0 million tons of concentrate from sylvinite with an
average grade of 60 percent K2O. At current rates of
production, management estimates that these reserves are
sufficient to support operations for more than 300 years.
The solar evaporation facility, located in Ogden, Utah,
utilizes solar energy and nearly 40,000 acres of evaporation
ponds to manufacture sulfate of potash, salt and magnesium
chloride from the brines of the Great Salt Lake. This
facility has the capacity to annually produce approximately
450,000 tons of sulfate of potash, 200,000 tons of magnesium
chloride and over 1.0 million tons of salt. Sulfate of potash
and magnesium chloride, which is primarily used for dust
control, ice control and for industrial applications, is
marketed by Kalium's sales force while the salt is marketed by
the Salt sales force (see IMC Salt). At the Ogden facility,
Kalium's mineral rights consist of 1,499 acres owned in fee
and 117,244 acres controlled under long-term leases. The
leases continue in effect so long as the salts are produced or
the State of Utah receives a minimum royalty and rent.
Management estimates that reserves are adequate to support
current capacity for more than a century and yield more than
49.0 million tons of sulfate of potash product with a K2O
content of approximately 50 percent.
Sales and Marketing
Kalium's North American potash sales are made through Kalium's
sales force. North American agricultural sales are primarily
to independent accounts, co-operatives and large regional
buyers while non-agricultural sales are primarily to large
industrial accounts and the animal feed industry.
Additionally, potash is used as an ingredient in ice melter
and as a water softener regenerant.
Potash is sold throughout the world, with Kalium's largest
amount of sales outside of North America made to China, Japan,
Malaysia, Korea, Australia, New Zealand and Latin America.
Potash is also used internally by IMC Salt as a major
ingredient in its ice melter products. Salt also markets
potash as a water softener regenerant along with its
traditional salt products (see IMC Salt). Kalium's exports
from Canada, except to the United States, are made through
Canpotex Limited (Canpotex), an export association of
Saskatchewan potash producers. Kalium's allocated share of
Canpotex's exports to Asia and China were 25 percent and 11
percent, respectively. Potash exports from Carlsbad are sold
through the Company's sales force. In 1998, 82 percent of the
potash produced by Kalium was sold as crop nutrients, while 18
percent was sold for non-agricultural uses.
The table below shows Kalium's shipments of potash in
thousands of tons:
1998 1997 1996
------------------------------------
Tons % Tons % Tons %
------------------------------------
Domestic
Customers 4,706 56 5,097 57 4,076 56
Captive, to other
business units 1,115 13 1,306 15 1,176 16
----- --- ----- --- ----- ---
5,821 69 6,403 72 5,252 72
Export 2,664 31 2,538 28 2,038 28
----- --- ----- --- ----- ---
Total shipments 8,485 100 8,941 100 7,290 100
===== === ===== === ===== ===
As of December 31, 1998, Kalium had contractual commitments
from non-affiliated customers for the shipment of potash
amounting to approximately 1.8 million tons in 1999.
Competition
Potash is a commodity available from many sources and
consequently, the market is highly competitive. In addition to
Kalium, there are four North American producers: two in the
United States and two in Canada, some of which may have greater
production capacity than Kalium. Through its participation in
Canpotex, Kalium competes outside of North America with various
independent potash producers and consortia and other export
organizations, including state-owned organizations. Kalium's
principal methods of competition, with respect to the sale of
potash include pricing; offering consistent, high-quality
products and superior service; as well as developing new
industrial and consumer uses for potash.
IMC-Agrico Feed Ingredients
---------------------------
Net sales for Feed Ingredients were $164.4 million, $163.5
million and $154.6 million for the years ended December 31,
1998, 1997 and 1996, respectively.
Feed Ingredients is one of the world's foremost producers and
marketers of phosphate-based animal feed ingredients with an
annual capacity in excess of 700,000 tons. In the first
quarter of 1998, Feed Ingredients started construction on the
expansion of its deflourinated phosphate [Multifos(Registered
Trademark)] capacity at its manufacturing operations at the New
Wales facility located in central Florida. The project will
increase the annual capacity for Multifos(Registered Trademark)
to 200,000 tons and will increase Feed Ingredients total annual
production to approximately 770,000 tons. The principal
production facilities of Feed Ingredients are located adjacent
to, and utilize raw materials from, Phosphates' concentrated
phosphate complex at New Wales.
Sales and Marketing
Feed Ingredients supplies phosphate and potassium-based feed
ingredients for poultry and livestock to markets in North
America, Latin America and Asia. Feed Ingredients sources
phosphate and potassium raw materials from the Company's
respective production facilities. Feed Ingredients has a
strong brand position in the $1.0 billion global market with
products such as Biofos(Registered Trademark),
Dynafos(Registered Trademark), Multifos(Registered Trademark),
Dyna-K(Registered Trademark) and Dynamate(Registered
Trademark).
Competition
Feed Ingredients operates in a competitive global market.
Major integrated producers of feed phosphates and feed grade
potassium are located in the United States and Europe. Many
smaller producers are located in emerging markets around the
world. Many of these smaller producers are not manufacturers
of phosphoric acid and are required to purchase this raw
material on the open market. Competition in this global market
is driven by quality, service and price.
IMC Salt
--------
Concurrent with the Harris Acquisition in April 1998, the
Company established the Salt business unit. Net sales for Salt
were $175.0 million for the partial year 1998.
Salt mines, produces, processes and distributes salt in North
America and Europe. The products are marketed primarily in the
United States, Canada and the United Kingdom. Salt is used in
a variety of applications, including as a de-icer for both
highway and consumer use, an ingredient in the production of
chemicals for paper bleaching and plastic production, a flavor
enhancer and preservative in food, an ingredient and nutrient
in animal feeds, and an essential item in both industrial and
consumer water softeners. The demand for salt has historically
remained relatively stable during economic cycles due to its
relatively low cost and high value in a large variety of uses.
However, demand in the highway de-icing market is affected by
changes in winter weather. Approximately 50 percent of Salt's
annual revenues are generated from December through March when
highway de-icing is at its peak.
Production Operations
Salt has a production capacity of approximately 15.3 million
tons of salt. Production activities are currently conducted at
15 facilities, six located in the United States, seven located
in Canada and two located in the United Kingdom.
Summarized below are the three processing methods used to
produce salt. Salt utilizes all three methods.
Rock Salt Mining
The Company employs a drill and blast mining technique at its
rock salt mines. Mining machinery moves salt from the salt
face to conveyor belts where it is then crushed and screened.
Salt is then hoisted to the surface where it is loaded onto
shipping vessels.
Mechanical Evaporation
The mechanical evaporation method involves subjecting salt-
saturated brine to vacuum pressure and heat to precipitate
salt. The salt brine is obtained from underground salt
deposits through a series of wells. The resulting product has
both a high purity and a uniform physical shape.
Solar Evaporation
The solar evaporation method is used in areas of the world
where high salinity brines are available and where weather
conditions provide for a high natural evaporation rate. The
brine is pumped into a series of large open ponds where sun and
wind evaporate the water and crystallize the salt, which is
then mechanically harvested.
IMC produces solar salt at the Great Salt Lake in Utah where,
at current extraction rates, management believes there are
resources sufficient for over 100 years.
United States Operations
Salt's central and midwestern United States customer base is
served by four mechanical evaporation plants, two located in
Kansas, one in Tennessee as well as one in Michigan wheresalt
is produced as a co-product by Kalium in its Michigan
operations. The Cote Blanche, Louisiana rock salt mine serves
chemical customers in the southern and western United States as
well as highway de-icing customers through a series of depots
located along the Mississippi and Ohio Rivers. The evaporation
plants, rock salt mine and other production have a combined
annual production capacity of 3.6 million tons. Salt's solar
evaporation facility located in Ogden, Utah is the largest
solar salt production site in the United States. This facility
principally serves the western general trade markets, but also
provides salt for chemical applications and highway de-icing.
Production capacity is currently only limited by demand. The
Company also owns and operates two salt packaging facilities in
Illinois and Wisconsin which also service customers in the
central and midwestern United States as well as parts of the
northeastern United States.
Canadian Operations
Salt produces salt at seven different locations in Canada.
Mechanically evaporated salt is produced at three facilities
strategically located throughout Canada: Amherst, Nova Scotia
in eastern Canada; Goderich, Ontario in central Canada; and
Unity, Saskatchewan in western Canada. From the Goderich,
Ontario rock salt mine, Salt also serves the highway de-icing
market in Canada and the Great Lakes region of the United
States. The Company also produces salt as a co-product from
its Esterhazy, Colonsay and Belle Plaine potash facilities
which serve both the general trade and the highway de-icing
markets. The evaporation plants, the rock salt mine and other
production facilities have a combined annual capacity of 7.4
million tons.
United Kingdom Operations
Salt's United Kingdom customer base is serviced by two
facilities with a combined annual production capacity of 2.9
million tons. Highway de-icing customers throughout the United
Kingdom are served by the Winsford rock salt mine in west
central England. Also, in west central England is the Weston
Point mechanical evaporation plant servicing the general trade
and chemical customers in the United Kingdom as well as
continental Europe.
Sales and Marketing
The Company separates sales of salt into three major market
segments: general trade, highway de-icing and chemical. The
general trade segment is Salt's largest segment and accounted
for approximately 62 percent of 1998 sales. This segment
includes consumer applications such as table salt, water
conditioning, consumer ice control, food and meat processing,
agricultural applications, including feed mixes, as well as a
variety of industrial applications such as oil refining and
drilling, metal processing and tanning.
Salt has maintained a significant presence in the general trade
business over recent years due to its strong focus on the
midwestern United States region, all of Canada and the United
Kingdom, its distribution network to the grocery trade and its
relationships with the large distributors of water conditioning
salt. In order to continue to expand its volume and
profitability in the general trade segment, Salt has focused
its efforts on improving its marketing programs. These
programs include: (i) differentiating various brand names
through promotional activities; (ii) developing an exclusive
distributor network in the United States; and (iii)
consolidating the product offerings to customers with products
available from the Kalium business unit.
The general trade market is driven by strong customer
relationships. Sales in the general trade segment occur
through retail channels such as grocery; building supply and
hardware stores; automotive stores; feed suppliers; as well as
industrial manufacturers in various industries. Distribution in
the general trade segment is channeled through a direct sales
force located in various parts of Salt's service territories,
who sell products to distributors, dealers and end-users. The
Company also maintains a network of brokers who sell table
salt, consumer de-icing and water conditioning products. These
brokers service wholesalers, chain grocers, retailers as well
as the food service industry.
Highway de-icing constitutes Salt's second largest segment,
accounting for approximately 23 percent of 1998 salt sales.
Principal customers are states, provinces, counties,
municipalities and road maintenance contractors that purchase
bulk salt for ice control on public roadways. Highway salt is
sold mostly via a tendered bid contract system with price,
product quality and deliverability being the primary market
factors when purchasers are selecting a supplier.
Winter weather variability is the most significant factor
affecting salt sales for de-icing applications because mild
winters reduce the need for salt used in ice and snow control.
Unusually mild or harsh weather can significantly affect Salt's
sales and earnings. The vast majority of North American de-
icing sales are made in Canada and the northern United States
where winter weather is generally harsher than in other parts
of North America.
The highway de-icing customer base consists of states,
provinces, counties and municipalities as well as road
maintenance contractors that purchase bulk salt for ice
control. Contracts generally are awarded annually on the basis
of tendered bids once the purchaser is assured that the minimum
requirements for purity, service and delivery can be met. The
bidding process eliminates the need to invest significant time
and effort in marketing and advertising. Location of the
source of salt and distribution outlets also play a significant
role in determining a supplier. Salt's North American
operations have an extensive network of approximately 80 depots
for storage and distribution of highway de-icing salt. The
majority of these depots are located on the Great Lakes and the
Mississippi River system.
The chemical segment accounted for approximately 15 percent of
Salt's 1998 salt sales. Principal customers are producers of
intermediate chemical products used in pulp bleaching and
plastic production that do not have a captive source of brine.
Distribution into the chemical market is made primarily through
long-term supply agreements, which are negotiated privately.
Price, service and quality of product are the major market
requirements.
Competition
Salt has significant competition in each of the markets in
which it operates. In North America, three other large,
nationally recognized firms compete against Salt in production
and marketing of rock, evaporated and solar salt. In addition,
there are several smaller regional producers of evaporated and
solar salt. In spite of the high relative cost of
transportation in the distribution of salt, there are also
several importers of salt. Most of these imports impact the
eastern seaboard where IMC has a minimum position. In the
United Kingdom, there is one other large producer of evaporated
salt, several small local producers as well as some imports
from continental Europe. There are two other companies that
produce rock salt; one in northern England and the other in
Ireland. There are no significant imports of rock salt into the
United Kingdom. Salt also exports salt from the United Kingdom
to Scandinavia and continental Europe and competes with many
other European producers.
FACTORS AFFECTING DEMAND
The Company's results of operations historically have reflected
the effects of several external factors which are beyond the
Company's control and have in the past produced significant
downward and upward swings in operating results. Revenues are
highly dependent upon conditions in the North American
agriculture industry and can be affected by crop failure,
changes in agricultural production practices, government
policies and weather. Furthermore, the Company's crop
nutrients business is seasonal to the extent North American
farmers and agricultural enterprises purchase more crop
nutrient products during the spring and fall. The Company's
salt business is seasonal and it can be highly affected by the
severity of winter weather in North America and the United
Kingdom. A high percentage of Salt's income is derived in the
first and the fourth quarter of each year when sales of salt
for de-icing is the greatest.
The Company's foreign operations and investments, and any
future international expansion by the Company, are subject to
numerous risks, including fluctuations in foreign currency
exchange rates and controls; expropriation and other economic,
political and regulatory policies of local governments; and
laws and policies affecting foreign trade and investment. Due
to economic and political factors, customer needs can change
dramatically from year to year. While management does not
believe current economic conditions in Asia and Latin America
will have a material adverse effect on the Company's results,
there can be no assurance that a continuation of such economic
conditions would not materially impact results. See Note 22,
"Operating Segments," of Notes to Consolidated Financial
Statements in Part II, Item 8, "Financial Statements and
Supplementary Data," of this Annual Report on Form 10-K.
In 1998, sales to China accounted for approximately 15 percent
of the Company's net sales. No single customer or group of
affiliated customers accounted for more than ten percent of the
Company's net sales.
OTHER MATTERS
Environmental Matters
---------------------
Information regarding environmental matters of the Company is
included in Part II, Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations ," of
this Annual Report on Form 10-K.
Employees
---------
The Company had approximately 11,244 employees at December 31,
1998. The work force consisted of 4,230 salaried, 6,983 hourly
and 31 temporary or part-time employees.
Labor Relations
---------------
The Company has 19 collective bargaining agreements with 16
international unions or their affiliated local chapters. At
December 31, 1998, approximately 88 percent of the hourly work
force were covered under collective bargaining agreements.
Three agreements covering 43 percent of the hourly work force
were negotiated during 1998. Resulting wage and benefit
increases were consistent with competitive industry and
community standards. Two agreements will expire during 1999
due to plant closures. The Company has not experienced a
significant work stoppage in recent years and considers its
employee relations to be good.
EXECUTIVE OFFICERS OF THE REGISTRANT
The ages and five-year employment history of the Company's
executive officers as of March 15, 1999 was as follows:
E. Paul Dunn, Jr.
Age 45. VicePresident and Treasurer of the Company since
joining the Company in May 1998. Prior to joining the Company,
Mr. Dunn served as Vice President, Finance and Information
Technology for GATX Terminals Corporation from 1995 to 1998. He
also served as Treasurer of GATX Corporation from 1990 to 1995.
Robert E. Fowler, Jr.
Age 63. Chairman and Chief Executive Officer of the Company.
Mr. Fowler served as Chairman, President and Chief Executive
Officer of the Company from July 1, 1998 through September 30,
1998. From July 1, 1997 through June 30, 1998, he served as
President and Chief Executive Officer of the Company. Mr.
Fowler served as President and Chief Operating Officer of the
Company from March 1996 through June 1997. He served as
President and Chief Executive Officer of The Vigoro Corporation
from September 1994 through February 1996 and as President and
Chief Operating Officer from July 1993 to September 1994. He is
a director of Anixter International, Inc. Mr. Fowler previously
served as a director of The Vigoro Corporation from August 1993
through February 1996 and has served as an IMC Global Director
since March 1996. His term expires in April 2000. Mr. Fowler
currently serves as Chairman of the Executive Committee and is a
non-voting member of the Committee on Directors and Board
Affairs.
Phillip Gordon
Age 55. Senior Vice President, General Counsel and Assistant
Secretary of the Company. Mr. Gordon is a partner of Altheimer
& Gray, a Chicago-based law firm he joined as an associate in
1973.
C. Steven Hoffman
Age 50. Senior Vice President of the Company. Mr. Hoffman
served as Senior Vice President, Marketing from 1993 until
1994.
John U. Huber
Age 60. Senior Vice President of the Company. Mr. Huber has
served as President of the IMC Kalium business unit since
joining the Company in March 1996 and President of IMC-Agrico
Phosphates since September 1998. Prior to joining the Company,
Mr. Huber served as Executive Vice President of The Vigoro
Corporation from June 1993 to March 1996. Prior thereto he
served as President of Kalium Chemicals, Ltd. (now known as IMC
Kalium Ltd.) and as President of Kalium Canada, Ltd. (now known
as IMC Kalium Canada Ltd.) from August 1991 to March 1996.
J. Bradford James
Age 52. Senior Vice President and Chief Financial Officer of
the Company since joining the Company in February 1998. Prior
to joining the Company, Mr. James served as Executive Vice
President of USG Corporation from 1995 through 1997 and Senior
Vice President and Chief Financial Officer of USG Corporation
from 1991 through 1994.
B. Russell Lockridge
Age 49. Senior Vice President, Human Resources of the Company
since joining the Company in July 1996. Mr. Lockridge served
as Corporate Director, Executive Compensation and Development
at FMC Corporation from 1992 to 1996.
Carolyn W. Merritt
Age 52. Senior Vice President, Environment, Health and Safety
of the Company. Ms. Merritt served as Vice President,
Environment, Health and Safety from March 1996 to August 1998.
Prior to joining the Company, Ms. Merritt served as Vice
President, Environmental Affairs for The Vigoro Corporation
from July 1994 to March 1996.
Douglas A. Pertz
Age 44. President and Chief Operating Officer of the Company.
From 1995 to 1998, Mr. Pertz served as President and Chief
Executive Officer of Culligan Water Technologies, Inc. From
1994 until January 1995, Mr. Pertz was Corporate Vice President
and Group Executive of the Danaher Corporation.
Anne M. Scavone
Age 35. Vice President and Controller of the Company. Ms.
Scavone served as Director, Joint Venture Finances from April
1995 to April 1996 and as Joint Venture Financial Coordinator
from April 1993 to April 1995.
Robert M. Van Patten
Age 53. Senior Vice President of the Company and President of
the IMC AgriBusiness business unit. Mr. Van Patten has served
as President of the IMC AgriBusiness business unit since
joining the Company in March 1996. Prior to joining the
Company, Mr. Van Patten served as Executive Vice President of
The Vigoro Corporation and as President of Vigoro Industries,
Inc. (now known as IMC AgriBusiness Inc.) from June 1993 to
March 1996.
Lynn F. White
Age 46. Senior Vice President, Corporate Development since
October 1997. Mr. White also served as acting Chief Financial
Officer of the Company from October 1997 until February 1998;
and Vice President, Corporate Development from February 1997
until October 1997. Prior to joining the Company, Mr. White
served in a wide array of domestic and international
assignments for FMC Corporation, including General Manager of
FMC Corporation's worldwide Food Ingredients Division.
All of the Company's executive officers are elected annually,
with the terms of the officers listed above to expire in April
1999. No "family relationships," as that term is defined in
Item 401(d) of Regulation S-K, exist among any of the listed
officers.
Item 2. Properties.
Information regarding the plant and properties of the Company
is included in Part I, Item 1, "Business," of this Annual
Report on Form 10-K.
Item 3. Legal Proceedings.(1)
Sterlington Litigation
----------------------
In early 1998, the Company entered into a Preliminary
Settlement Agreement with the plaintiffs in connection with the
Louisiana class action arising out of a May 1991 explosion at a
nitroparaffins plant located in Sterlington, Louisiana. The
Preliminary Settlement Agreement settles all claims that
members of the class have against the Company and releases the
Company from further potential liabilities based on the claims
of the members of the class. In January 1999, the court held a
hearing on the fairness of the Preliminary Settlement
Agreement. In February 1999, the court entered a written order
approving the Settlement Agreement. The Company also has
settled all the known claims of individuals and entities who
opted out of the Louisiana class action. Settlement of the
Louisiana third-party claims is intended to resolve the
Company's known potential future liabilities in connection with
the Sterlington explosion. In addition, the settlement is
intended to protect the Company from the remaining claims for
contribution and indemnity filed by ANGUS Chemical Company and
the other remaining defendants with respect to the Sterlington
explosion.
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 (Court of Appeals).
The Court of Appeals is expected to rule during calendar 1999.
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, all proceedings have been stayed
pending the decision of the Court of Appeals.
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' moved
the court to dismiss the amended complaint in November 1998.
The plaintiffs have until March 1999 to file their response.
IMC intends to defend this action vigorously.
In May 1998, IMC and PLP (collectively, Plaintiffs) filed a
lawsuit (IMC Action) in Delaware Chancery Court against certain
former directors of FTX (Director Defendants), and MOXY. IMC
alleges that the Director Defendants, as the directors of PLP's
administrative managing general partner FTX, owed duties of
loyalty to PLP and its limited partnership unitholders. IMC
further alleges that the Director Defendants breached their
duties by causing PLP to enter into a series of interrelated
non-arm's-length transactions with MOXY, an affiliate of FTX.
IMC also alleges that MOXY knowingly aided and abetted and
conspired with the Director Defendants to breach their
fiduciary duties. On behalf of the PLP public unitholders, IMC
seeks to reform or rescind the contracts that PLP entered into
with MOXY and to recoup the monies expended as a result of
PLP's participation in those agreements. The Director
Defendants and MOXY have filed motions to dismiss the
Plaintiffs' claims. The defendants filed their briefs in
support of their motions in January 1999. IMC filed its
amended complaint, and its responses to the motions to dismiss
in February 1999. No trial date has been scheduled. IMC
intends to pursue this action vigorously.
In May 1998, Jacob Gottlieb filed an action (Gottlieb Action)
on behalf of himself and all other PLP unitholders against the
Director Defendants, MOXY and IMC asserting the same claims
that IMC asserts in the IMC Action. Because IMC and PLP had
already asserted these claims, IMC has filed a motion to
dismiss the Gottlieb Action. The court has not set a briefing
schedule for IMC's motion to dismiss. IMC intends to defend
this action vigorously.
Other
-----
In the ordinary course of its business, the Company is and will
from time to time be involved in legal proceedings of a
character normally incident to its business. The Company
believes that its potential liability in any such pending or
threatened proceedings will not have a material adverse effect
on the financial condition or results of operations of the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the
three months ended December 31, 1998.
PART II.
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters.
COMMON STOCK PRICES AND DIVIDENDS
Quarter
----------------------------------
1998 First Second Third Fourth
-------------------------------------------------------------
Dividends per common share $ 0.08 $ 0.08 $ 0.08 $ 0.08
Common stock prices:
High $39.500 $39.125 $30.375 $27.312
Low 28.562 29.375 17.812 18.125
Quarter
----------------------------------
1997 First Second Third Fourth
-------------------------------------------------------------
Dividends per common share $ 0.08 $ 0.08 $ 0.08 $ 0.08
Common stock prices:
High $42.500 $39.375 $37.250 $37.625
Low 33.125 33.125 31.375 29.625
The Company's common stock is traded on the New York Stock
Exchange and the Chicago Stock Exchange under the symbol IGL.
As of March 15, 1999, the Company had 114,342,634 shares of
common stock outstanding, excluding 10,738,520 treasury shares.
Common stock prices are from the composite tape for New York
Stock Exchange issues as reported in The Wall Street Journal.
As of March 15, 1999, the number of registered holders of
common stock as reported by the Company's registrar was 11,404.
However, an indeterminable number of stockholders beneficially
own shares of the Company's common stock through investment
funds and brokers. For the year ended December 31, 1998, the
Company paid cash dividends of $36.6 million.
Item 6. Selected Financial Data.
For information related to the years 1994 through 1998
contained under the heading "Five Year Comparison," reference
is made to page 79 of the Company's 1998 Annual Report to
Stockholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Reference is made to "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing on
pages 28 through 44 of the Company's 1998 Annual Report to
Stockholders.
Item 7a.Quantitative and Qualitative Disclosures about Market Risk.
Reference is made to "Market Risk" of "Management's Discussion
and Analysis of Financial Condition and Results of Operations"
appearing on page 37 of the Company's 1998 Annual Report to
Stockholders.
Item 8. Financial Statements and Supplementary Data.
Reference is made to the Company's Consolidated Financial
Statements and Notes thereto appearing on pages 46 through 77
of the Company's 1998 Annual Report to Stockholders, together
with the report thereon of Ernst & Young LLP dated January 28,
1999, appearing on page 45 of such Annual Report and the
information contained under the heading "Quarterly Results
(unaudited)" appearing on page 73 of such Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III.
Item 10. Directors and Executive Officers of the Registrant.
The information contained under the headings "The Annual
Meeting--Election of Directors" and "Beneficial Ownership of
Common Stock--Section 16(a) Beneficial Ownership Reporting
Compliance" included in the Company's definitive Proxy
Statement for the 1999 Annual Meeting of Stockholders and the
information contained under the heading "Executive Officers of
the Registrant" in Part I, Item 1 hereof is incorporated
herein by reference.
Item 11. Executive Compensation.
The information under the heading "Executive Compensation"
included in the Company's definitive Proxy Statement for the
1999 Annual Meeting of Stockholders is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The information under the heading "Beneficial Ownership of
Common Stock" included in the Company's definitive Proxy
Statement for the 1999 Annual Meeting of Stockholders is
incorporated herein by reference. The Company knows of no
contractual arrangements which may, at a subsequent date,
result in a change in control of the Company.
Item 13. Certain Relationships and Related Transactions.
The information under the headings "Executive Compensation"
and "Transactions with Principal Stockholders, Directors and
Executive Officers" included in the Company's definitive Proxy
Statement for the 1999 Annual Meeting of Stockholders is
incorporated herein by reference.
PART IV.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-
K.
(1) Consolidated financial statements filed as part of this
report are listed under Part II, Item 8 of this Annual
Report on Form 10-K.
(2) All schedules for which provision is made in the
applicable accounting regulations of the Securities and
Exchange Commission are not required under the related
instructions or are inapplicable, and therefore have been
omitted.
(3) The exhibits listed in the following index have
previously been filed with the Securities and Exchange
Commission or are being filed as part of this report.
Incorporated Filed with
Exhibit Herein by Electronic
No. Description Reference to Submission
- - -----------------------------------------------------------------------
3.1 Restated Certificate of Company's Report
Incorporation, as amended on Form 8-K dated
November 1, 1994
3.2 Certificate of Amendment to Exhibit 3.2 to
Restated Certificate of the June 30, 1997
Incorporation, dated Annual Report
October 20, 1994 on Form 10-K
3.3 Certificate of Amendment to Exhibit 3.2 to
Restated Certificate of the Company's
Incorporation, dated Registration
October 23, 1995 Statement on
Form 8-A/A-1
dated
January 12, 1996
3.4 Certificate of Amendment Exhibit 3.4 to
to Restated Certificate of the June 30, 1997
Incorporation, dated Annual Report on
March 1, 1996 Form 10-K
3.5 Certificate of Merger dated Exhibit 3.5 to
December 22, 1997 the December 31,
1997 Annual Report
on Form 10-K
3.6 Certificate of Amendment to Exhibit 4.6 to
Restated Certificate of the Company's
Incorporation dated Registration
January 6, 1998 Statement
on Form S-3 dated
January 20, 1999
3.7 Amended and Restated By-Laws Exhibit 3.6 to
the December 31,
1997 Annual Report
on Form 10-K
3.8 Rights Agreement dated June 21, Company's Report
1989, amended as of August 17, on Form 8-A/A
1995, with The First National dated
Bank of Chicago (including the September 7, 1995
Shareholder Rights Plan)
4.1 Indenture, dated as of July 17, Exhibit 4.1 to
1997, between IMC Global Inc. the Company's
and The Bank of New York, Report on Form
relating to the issuance of 8-K dated
6.875% Senior Debentures due July 23, 1997
July 15, 2007; 7.30% Senior
Debentures due January 15, 2028;
and 6.55% Senior Notes due
January 15, 2005
4.2 Indenture, dated as of August 1, Exhibit 4.10 to
1998, between IMC Global Inc. the Company's
and The Bank of New York, Form S-3, dated
relating to the issuance of September 16,
6.625% Notes due 2001; 7.40% 1998
Notes due 2002; 7.625% Notes
due 2005; 6.50% Notes due 2003;
and 7.375% Debentures due 2018
4.3 Warrant Agreement dated December X
22, 1997, between IMC Global Inc.
and American Stock Transfer &
Trust Company
10.1 Agreement dated June 27, 1985, Exhibit 10.6 to
supplementing, amending and the Company's
continuing Potash Resource Registration
Payment Agreement dated Statement on
October 15, 1979, between Form S-1,
Mallinckrodt and the Province (Amendment No. 2),
of Saskatchewan (No. 33-22914)
10.2 Mining and Processing Agreement Exhibit 10.7 to
dated January 31, 1978, between the Company's
Potash Corporation of Registration
Saskatchewan Inc. and Statement on
International Minerals & Chemical Form S-1,
(Canada) Global Limited (No. 33-17091)
10.3* Management Incentive Compensation Exhibit 10.17 to
Program, as amended through the Company's
July 1, 1996 Registration
Statement on
Form S-1,
(No. 33-17091)
10.4* Amendment to Management Incentive Exhibit 10.6 to
Compensation Program the June 30, 1997
Annual Report on
Form 10-K
10.5* 1996 Long-Term Performance Exhibit 10.77 to
Incentive Plan the Company's
September 30,
1996 Form 10-Q
10.6* 1988 Stock Option & Award Plan, Exhibit 10.8 to
as amended and restated the June 30, 1997
Annual Report on
Form 10-K
10.7* 1994 Stock Option Plan for Exhibit 4(a) to
Non-Employee Directors the Company's
Registration
Statement on
Form S-8,
(No. 33-56911)
10.8* Retirement Plan for Salaried Exhibit 10.9 to
Employees, as amended through the June 30, 1995
November 1, 1994, and as Annual Report on
currently in effect Form 10-K
10.9* Supplemental Benefit Plan Exhibit 10.12 to
the Company's
Registration
Statement on
Form S-1,
(No. 33-17091)
10.10* Supplemental Executive Exhibit 10.7 to
Retirement Plan, as amended the Company's
through June 30, 1992, and as Registration
currently in effect Statement on
Form S-1,
(No. 33-17091)
10.11* Investment Plan for Salaried Exhibit 10.12 to
Employees, as amended through the June 30, 1995
July 1, 1994, and as currently Annual Report on
in effect Form 10-K
10.12* Management Compensation and Exhibit 10.12 to
Benefit Assurance Program, as the June 30, 1995
amended through August 17, 1995 Annual Report on
Form 10-K
10.13* Form of Trust Agreement with Exhibit 10.33 to
Wachovia Bank & Trust Co., the June 30, 1992
N.A., as amended through August Annual Report on
15, 1991 Form 10-K
10.14* Form of Contingent Employment Exhibit 10.18 to
Agreement dated the June 30, 1995
September 1, 1995, with Officers Annual Report on
of Corporation Form 10-K
10.15* Form of "Gross Up" Agreement Exhibit 10.20 to
dated September 1, 1995, with the June 30, 1995
Officers of Corporation, as Annual Report on
amended Form 10-K
10.16* Directors' Retirement Service Exhibit 10.54
Plan Effective July 1, 1989 to the
June 30, 1992
Annual Report on
Form 10-K
10.17* Amendment Number 2 to Exhibit 10.44 to
Investment Plan for Salaried the Company's
Employees effective Registration
March 1, 1988 and restated Statement on
effective January 1, 1992 Form S-4,
(No. 33-49795)
10.18* First Amendment, dated Exhibit 10.45 to
July 2, 1991, to form of the Company's
Contingent Employment Agreement Registration
with Officers of Corporation Statement on
Form S-4,
(No. 33-49795)
10.19* Amendment, dated July 2, 1991, Exhibit 10.46 to
to Form of "Gross Up" Agreement the Company's
with Officers of Corporation Registration
Statement on
Form S-4,
(No. 33-49795)
10.20* Consulting Agreement, dated Exhibit 10.48 to
July 19, 1993, between the Company's
Wendell F. Bueche and Registration
IMC Global Inc. Statement on
Form S-4,
(No. 33-49795)
10.21* Amendment and Extension Exhibit 10.49 to
Agreement, dated as of the June 30, 1995
June 15, 1995, to Employment Annual Report on
Agreement dated as of Form 10-K
April 15, 1993 and Consulting
Agreement dated as of
July 19, 1993, between
Wendell F. Bueche and
IMC Global Inc.
10.22* Non-competition Agreement Exhibit 10.71 to
dated as of March 1, 1996 the June 30, 1996
between IMC Global Inc., Annual Report on
IMC Global Operations Inc. Form 10-K
and C. Steven Hoffman
10.23* Non-competition Agreement Exhibit 10.72 to
dated as of February 29, 1996 the June 30, 1996
between IMC Global Inc. and Annual Report on
Robert E. Fowler, Jr. Form 10-K
10.24* Non-competition Agreement Exhibit 10.26 to
dated as of March 1, 1996 the June 30, 1997
between IMC Global Inc. and Annual Report on
John U. Huber Form 10-K
10.25* Non-competition Agreement Exhibit 10.27 to
dated as of March 1, 1996 the June 30, 1997
between IMC Global Inc. and Annual Report on
Robert M. Van Patten Form 10-K
10.26* Transition Bonus Agreement Exhibit 10.73 to
dated as of March 1, 1996 the June 30, 1996
between IMC Global Inc., Annual Report on
IMC Global Operations Inc. Form 10-K
and Marschall I. Smith
10.27* The Vigoro Corporation Exhibit 10.74 to
Severance Plan, as amended the June 30, 1996
Annual Report on
Form 10-K
10.28* The IMC Global Inc. Severance Exhibit 10.75 to
Plan the June 30, 1996
Annual Report on
Form 10-K
10.29 Suspension Agreement Exhibit 10.17 to
concerning Potassium Chloride the Company's
from Canada among the U.S. Registration
Department of Commerce and Statement on
the signatory purchasers/ Form S-1,
exporters of potassium (No. 33-17091)
chloride from Canada
dated January 7, 1988
10.30 Settlement Agreement dated Exhibit 10.18 to
as of November 3, 1987, by the Company's
and among the Board of Registration
Trustees of the Internal Statement on
Improvement Trust Fund of Form S-1,
the State of Florida, the (No. 33-17091)
Department of Natural
Resources of the State of
Florida and Mallinckrodt
10.31 Sulphur Joint Operating Exhibit 10.40 to
Agreement dated as of the June 30, 1990
May 1, 1988, among Annual Report on
Freeport-McMoRan Resource Form 10-K
Partners, IMC Global
Operations Inc. and Felmont
Oil Corporation
10.32 Oil/Gas Operating Agreement Exhibit 10.41 to
dated as of June 5, 1990, the June 30, 1990
among Freeport-McMoRan Annual Report on
Resource Partners, IMC Form 10-K
Global Operations Inc. and
Felmont Oil Corporation
10.33 Agreement in Principle dated Exhibit 10.43 to
September 7, 1990, with the June 30, 1990
Mallinckrodt Annual Report on
Form 10-K
10.34 Agreement dated as of Exhibit 10.41 to
September 12, 1990, with the June 30, 1990
Mallinckrodt Annual Report on
Form 10-K
10.35 Memorandum of Agreement as Exhibit 10.51 to
of December 21, 1990, amending the June 30, 1991
Mining and Processing Agreement Annual Report on
of January 31, 1978, between Form 10-K
Potash Corporation of
Saskatchewan Inc. and
International Minerals &
Chemical (Canada) Global
Limited
10.36 Division of Proceeds Agreement Exhibit 10.52 to
dated December 21, 1990, between the June 30, 1991
Potash Corporation of Annual Report on
Saskatchewan Inc. and Form 10-K
International Minerals &
Chemical (Canada) Global Limited
10.37 Contribution Agreement dated Exhibit 10.55 to
April 5, 1993 between the Company's
Freeport-McMoRan Resource March 31, 1993
Partners, Limited Partnership Form 10-Q/A
and IMC Global Operations Inc. (Amendment No. 1)
filed on May 19, 1993
10.38 Form of Partnership Agreement, Exhibit 10.29 to
dated as of July 1, 1993, as the June 30, 1995
further amended and restated Annual Report on
as of May 26, 1995, between Form 10-K
IMC-Agrico GP Company, Agrico
Limited Partnership and
IMC-Agrico MP Inc., including
definitions
10.39 Form of Parent Agreement, Exhibit 10.30 to
dated as of July 1, 1993, as the June 30, 1995
further amended and restated Annual Report on
as of May 26, 1995, between Form 10-K
IMC Global Operations Inc.,
Freeport-McMoRan Resource
Partners, Limited Partnership,
Freeport-McMoRan Inc. and
IMC-Agrico Company
10.40 Amendment, Waiver and Consent, Exhibit 10.31 to
dated May 26, 1995, among IMC the June 30, 1995
Global Inc.; IMC Global Annual Report on
Operations Inc.; IMC-Agrico GP Form 10-K
Company; IMC-Agrico MP, Inc.;
IMC-Agrico Company; Freeport-
McMoRan Inc.; Freeport-McMoRan
Resource Partners, Limited
Partnership; and Agrico,
Limited Partnership
10.41 Agreement and Plan of Complete Exhibit 10.32 to
Liquidation and Dissolution, the June 30, 1995
dated May 26, 1995, among IMC Annual Report on
Global Operations Inc., Form 10-K
IMC-Agrico GP Company, and
IMC-Agrico MP, Inc.
10.42 Sterlington Settlement Exhibit 10.58 to
Agreement between IMC the Company's
Global Inc., ANGUS Chemical March 31, 1993
Company and Industrial Risk Form 10-Q/A
Insurers dated April 1, 1993 (Amendment No. 1)
filed on May 19, 1993
10.43 First Amendment to Exhibit 10.59 to
Contribution Agreement, the Company's Report
dated as of July 1, 1993, on Form 8-K dated
between Freeport-McMoRan July 16, 1993
Resource Partners, Limited
Partnership and IMC Global
Operations Inc.
10.44 Loan Agreement, dated as of Exhibit 10.64 to
December 1, 1991, between IMC the Company's
Global Operations Inc. and Registration
the Polk County Industrial Statement on
Development Authority (Florida) Form S-4,
(No. 33-49795)
10.45 Amended and Restated Exhibit 10.65 to
Unconditional Guaranty, dated the Company's
as of December 1, 1991 of IMC Registration
Global Inc. with respect to Statement on
Polk County Industrial Form S-4
Development Authority (Florida) (No. 33-49795)
Industrial Development Revenue
Bonds (IMC Global Operations
Inc. Project) 1991 Tax-Exempt
Series A and 1992 Tax-Exempt
Series A
10.46 Supplemental Loan Agreement, Exhibit 10.66 to
dated as of January 1, 1992, the Company's
between IMC Global Operations Registration
Inc. and the Polk County Statement on
Industrial Development Authority Form S-4,
(Florida) (No. 33-49795
10.47 Second Supplemental Loan Exhibit 10.67 to
Agreement, dated as of the Company's
June 30, 1993, between IMC Registration
Global Operations Inc. and Statement on
the Polk County Industrial Form S-4,
Development Authority (No. 33-49795)
(Florida)
10.48 Amendment to Guaranty, dated Exhibit 10.68 to
June 30, 1993, with respect to the Company's
Polk County Industrial Registration
Development Authority Statement on
(Florida) Industrial Form S-4,
Development Revenue Bonds (No. 33-49795)
(IMC Global Operations Inc.
Project) 1991 Tax-Exempt
Series A and 1992 Tax-Exempt
Series A
10.49 Indenture of Trust, dated as Exhibit 10.69 to
of December 1, 1991, between the Company's
Polk County Industrial Registration
Development Authority (the Statement on
"Authority") and The Bank of Form S-4,
New York, as Trustee (the "IRB (No. 33-49795)
Trustee") relating to the
Industrial Development Revenue
Bonds (IMC Global Operations
Inc. Project) 1991 Tax-Exempt
Series A (the "Series 1991 Bonds")
10.50 Supplemental Indenture of Trust, Exhibit 10.70 to
dated as of January 1, 1992, the Company's
between the Authority and the Registration
IRB Trustee, relating to the Statement on
Industrial Development Revenue Form S-4,
Bonds (IMC Global Operations (No. 33-49795)
Inc. Project) 1992 Tax-Exempt
Series A (the "Series 1992 Bonds")
10.51 Second Supplemental Indenture Exhibit 10.71 to
of Trust, dated as of June 30 the Company's
1993, between the Authority and Registration
the IRB Trustee, relating to Statement on
the Series 1991 Bonds and the Form S-4,
Series 1992 Bonds (No. 33-49795)
10.52 Agreement Under the Parent Exhibit 10.63
Agreement, dated as of to the Company's
January 23, 1996, among IMC December 31, 1995
Global Inc.; IMC Global Form 10-Q
Operations Inc.; Freeport-
McMoRan Resource Partners,
Limited Partnership; Freeport-
McMoRan Inc.; and IMC-Agrico
Company, a Delaware general
partnership
10.53 Amendment and Agreement Under Exhibit 10.64
the Partnership Agreement, to the Company's
dated as of January 23, 1996, December 31, 1995
by and among IMC-Agrico GP Form 10-Q
Company; Agrico, Limited
Partnership; IMC-Agrico MP,
Inc.; IMC Global Operations
Inc. and IMC-Agrico Company
10.54 Second Amended and Restated Exhibit 10.67 to
Related Party Guaranty, dated the June 30, 1997
as of February 28, 1996 by Annual Report on
IMC Global Inc. and The Vigoro Form 10-K
Corporation, a Delaware
corporation, in favor of The
Prudential Insurance Company of
America
10.55 Five-Year Credit Agreement, Exhibit 10.1
dated as of December 15, 1997 to the Company's
among IMC Global Inc., a Report on
Delaware corporation, as Form 8-K dated
borrower, the financial December 22, 1997
institutions parties thereto,
Morgan Guaranty Trust Company of
New York, as Administrative Agent,
Royal Bank of Canada, as
Documentation Agent, The Chase
Manhattan Bank and NationsBank,
N.A., as Co-Syndication Agents,
J.P. Morgan Securities Inc., as
Arranger, and NationsBanc
Montgomery Securities, Inc. and
Royal Bank of Canada, as Co-Arrangers
10.56 Amendment No. 1, dated X
March 23, 1998, to Five-Year
Credit Agreement dated
December 15, 1997
10.57 Amendment No. 2 dated X
December 14, 1998, to Five-Year
Credit Agreement dated
December 15, 1997
10.58 Amendment No. 3, dated X
December 31, 1998 to Five-Year
Credit Agreement dated
December 15, 1997
10.59 364-Day Credit Agreement, dated X
as of December 14, 1998, as
amended, among IMC Global Inc.,
a Delaware corporation, as
borrower, the banks, managing
agents and co-agents listed
therein
10.60 Five-Year Credit Agreement, Exhibit 10.57 to
dated as of December 22, 1997 the December 31, 1997
among International Minerals & Annual Report on
Chemical (Canada) Global Limited Form 10-K
and IMC Kalium Canada Ltd., as
borrowers, the Company, and Royal
Bank of Canada, as Agent
10.61 Amendment No. 1, dated X
March 31, 1998 , to Five-Year
Credit Agreement, dated as of
December 22, 1997
10.62 Amendment No. 2, dated X
August 31, 1998 , to Five-Year
Credit Agreement, dated as of
December 22, 1997
10.63 Amendment No. 3, dated X
December 16, 1998 , to Five-Year
Credit Agreement, dated as of
December 22, 1997
10.64 Amendment No. 4, dated X
December 31, 1998 , to Five-Year
Credit Agreement, dated as of
December 22, 1997
10.65 Transfer and Administration Exhibit 10.72 to
Agreement, dated as of the June 30, 1997
June 27, 1997, among IMC-Agrico Annual Report on
Receivables Company L.L.C., Form 10-K
IMC-Agrico Company and
Enterprise Funding Corporation,
a Delaware corporation
10.66 Receivables Purchase Agreement Exhibit 10.73 to
between IMC-Agrico Company as the June 30, 1997
Seller and IMC-Agrico Annual Report on
Receivables Company L.L.C. as Form 10-K
Purchaser, dated as of
June 27, 1997
10.67 Amendment Number 1 to Transfer Exhibit 10.60 to
and Administration Agreement the December 31, 1997
and Receivables Purchase Annual Report on
Agreement among IMC-Agrico Form 10-K
Receivables Company L.L.C.,
IMC-Agrico Company and
Enterprise Funding Corporation,
a Delaware corporation
10.68 Amendment Number 2 to Transfer X
and Administration Agreement and
Receivables Purchase Agreement
among IMC-Agrico Receivables
Company L.L.C., IMC-Agrico
Company and Enterprise Funding
Corporation, a Delaware
corporation
10.69 Bill of Sale and Assignment X
of Assets by and between
IMC-Agrico Receivables Company
L.L.C., dated September 30, 1998
10.70 Registration Rights Agreement Exhibit 99.6 to
dated as of March 1, 1996 among the Company's
IMC Global Inc. and certain March 31, 1996
former stockholders of The Form 10-Q
Vigoro Corporation
10.71* Employment Agreement dated Exhibit 10.62 to
as of January 29, 1998 between the December 31,
IMC Global Inc. and 1997 Annual Report
Robert E. Fowler, Jr. On Form 10-K
10.72 364-Day Credit Agreement Exhibit 10.1 to
dated as of April 1, 1998 the Company's
among IMC Global Inc. and Report on
the Banks listed therein Form 8-K dated
August 14, 1998
10.73 Amendment No. 1, dated X
December 31, 1998 to 364-Day
Credit Agreement dated
April 1, 1998
10.74 Revolving Loan Agreement, X
dated as of December 18, 1998,
as amended, among Harris
Chemical Europe Ltd., Namsco
(UK) Ltd.; Salt Union Limited;
IMC Global Inc.; IMC Inorganic
Chemicals, Inc.; Chase Manhattan
plc and Chase Manhattan
International Limited
10.75 Amendment No. 1, dated January 15, X
1999 to Revolving Loan Agreement
dated December 18, 1998
10.76 Facility Agreement, dated as X
of September 23, 1998, among The
First National Bank of Chicago,
Penrice Soda Products Pty Ltd.,
Penrice Holdings Pty and IMC
Global Australia Pty Ltd. And
IMC Global Inc.
10.77 Facility Agreement, dated as of X
September 23, 1998, among Banque
Nationale de Paris, The First
National Bank of Chicago, Penrice
Soda Products Pty Ltd., Penrice
Holdings Pty and IMC Global
Australia Pty Ltd. and IMC Global Inc.
10.78 Facility Agreement, dated as X
of September 23, 1998, among
Rabo Australia Limited, The
First National Bank of Chicago,
Penrice Soda Products Pty Ltd.,
Penrice Holdings Pty and IMC Global
Australia Pty Ltd. and IMC Global Inc.
10.79* Employment Agreement dated Exhibit 10.1 to
as of September 15, 1998 the Company's
between IMC Global Inc. and September 30, 1998
Douglas A. Pertz Form 10-Q
10.80* 1998 Stock Option Plan for Exhibit 10.7 to
non-employee Directors the Company's
Report on
Form 8-K dated
May 14, 1998
10.81 Non-competition Agreement X
dated as of August 1, 1998
between IMC Global Inc. and
Robert M. Van Patten
10.82 Severance Agreement dated X
as of March 19, 1998 between
IMC Global Inc. and
J. Bradford James
10.83 Severance Agreement dated X
as of August 1, 1998 between
IMC Global Inc. and
Robert M. Van Patten
12 Ratio of Earnings to Fixed Charges X
13 The portions of IMC Global X
Inc.'s 1998 Annual Report to
Stockholders which are
specifically incorporated by
reference
21 Subsidiaries of the Registrant X
23 Consent of Independent Auditors X
24 Power of Attorney X
27 Financial Data Schedule X
* Denotes management contract or compensatory plan.
(b) REPORTS ON FORM 8-K
During the fourth quarter and through the date of this filing, the
following reports were filed:
A report under Items 5 and 7 dated October 28, 1998
A report under Items 5 and 7 dated November 17, 1998
A report under Item 5 dated December 31, 1998 as amended under
Items 5 and 7 on January 13, 1999
A report under Item 5 dated January 6, 1999
A report under Items 2 and 7 dated January 7, 1999 which amended a
report dated April 1, 1998
(c) EXHIBITS
See exhibit index listed at Item 14(a)(3) hereof.
(d) Financial statements and schedules and summarized financial
information of 50 percent or less owned persons are omitted as
none of such persons are individually, or in the aggregate,
significant under the tests specified in Regulation S-X under
Article 3.09 of general instructions to the financial statements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
/s/ Robert E. Fowler, Jr.
-------------------------
Robert E. Fowler, Jr.
Chairman and Chief Executive Officer
Date: March 29, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
/s/ Robert E. Fowler, Jr. Chairman and Chief March 29, 1999
Robert E. Fowler, Jr. Executive Officer
(principal executive officer)
/s/ Douglas A. Pertz President, Chief Operating March 29, 1999
Douglas A. Pertz Officer and Director
(principal operating officer)
/s/ J.Bradford James Senior Vice President and March 29, 1999
J. Bradford James Chief Financial Officer
(principal financial officer)
/s/ Anne M. Scavone Vice President and March 29, 1999
Anne M. Scavone Controller
(principal accounting officer)
* Director March 29, 1999
- - -----------------------
Wendell F. Bueche
* Director March 29, 1999
- - -----------------------
Raymond F. Bentele
* Director March 29, 1999
- - -----------------------
Rod F. Dammeyer
* Director March 29, 1999
- - -----------------------
James M. Davidson
* Director March 29, 1999
- - -----------------------
Harold H. MacKay
* Director March 29, 1999
- - -----------------------
David B. Mathis
* Director March 29, 1999
- - -----------------------
Donald F. Mazankowski
* Director March 29, 1999
- - -----------------------
Joseph P. Sullivan
* Director March 29, 1999
- - -----------------------
Richard L. Thomas
* Director March 29, 1999
- - -----------------------
Billie B. Turner
*By: /s/ Rose Marie Williams
Rose Marie Williams
Attorney-in-fact
- - ----------------------------
(1) All statements, other than statements of historical fact contained
within this Form 10-K constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995.
Factors that could cause actual results to differ materially from
those expressed or implied by the forward-looking statements
include, but are not limited to, the following: general business
and economic conditions in the agricultural industry or in
localities where the Company or its customers operate; weather
conditions; the impact of competitive products; pressure on prices
realized by the Company for its products; constraints on supplies
of raw materials used in manufacturing certain of the Company's
products; capacity constraints limiting the production of certain
products; difficulties or delays in the development, production,
testing and marketing of products; difficulties or delays in
receiving required governmental and regulatory approvals; market
acceptance issues, including the failure of products to generate
anticipated sales levels; difficulties in integrating acquired
businesses and in realizing related cost savings and other
benefits; the effects of and change in trade, monetary and fiscal
policies, laws and regulations; foreign exchange rates and
fluctuations in those rates; the costs and effects of legal,
including environmental, and administrative proceedings involving
the Company; the completion of the Company's Year 2000 program; and
the other risk factors reported from time to time in the Company's
Securities and Exchange Commission reports.
(2) Since the amount of potassium in the common salts of potassium
varies, the industry has established a common standard of
measurement by defining a product's potassium content, or grade, in
terms of equivalent percentages of potassium oxide (K2O). A K2O
equivalent of 60 percent, 50 percent and 22 percent is the
customary minimum standard for muriate of potash, sulphate of
potash and double sulphate of potash magnesia products,
respectively.