Price Graph
Price
Yield
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x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
|
|
94-0479804
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
1735 Market Street
Philadelphia, Pennsylvania
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19103
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
LARGE ACCELERATED FILER
|
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x
|
|
ACCELERATED FILER
|
|
o
|
|
|
|
|
|
|
|
|
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NON-ACCELERATED FILER
|
|
o
|
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SMALLER REPORTING COMPANY
|
|
o
|
|
Class
|
|
Outstanding at June 30, 2012
|
|
Common Stock, par value $0.10 per share
|
|
137,317,914
|
|
|
Page
No.
|
|
(in Millions, Except Per Share Data)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
|
Revenue
|
$
|
905.2
|
|
|
$
|
812.2
|
|
|
$
|
1,845.9
|
|
|
$
|
1,607.2
|
|
|
Costs and Expenses
|
|
|
|
|
|
|
|
||||||||
|
Costs of sales and services
|
567.4
|
|
|
513.4
|
|
|
1,160.8
|
|
|
1,020.3
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Gross margin
|
337.8
|
|
|
298.8
|
|
|
685.1
|
|
|
586.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Selling, general and administrative expenses
|
128.3
|
|
|
108.9
|
|
|
257.4
|
|
|
214.8
|
|
||||
|
Research and development expenses
|
28.4
|
|
|
25.0
|
|
|
56.9
|
|
|
47.7
|
|
||||
|
Restructuring and other charges (income)
|
5.6
|
|
|
9.3
|
|
|
7.3
|
|
|
13.8
|
|
||||
|
Total costs and expenses
|
729.7
|
|
|
656.6
|
|
|
1,482.4
|
|
|
1,296.6
|
|
||||
|
Income from continuing operations before equity in (earnings) loss of affiliates, interest expense, net and income taxes
|
175.5
|
|
|
155.6
|
|
|
363.5
|
|
|
310.6
|
|
||||
|
Equity in (earnings) loss of affiliates
|
0.3
|
|
|
(1.7
|
)
|
|
0.2
|
|
|
(2.6
|
)
|
||||
|
Interest expense, net
|
11.5
|
|
|
10.5
|
|
|
22.8
|
|
|
20.4
|
|
||||
|
Income from continuing operations before income taxes
|
163.7
|
|
|
146.8
|
|
|
340.5
|
|
|
292.8
|
|
||||
|
Provision for income taxes
|
45.3
|
|
|
25.7
|
|
|
90.1
|
|
|
66.3
|
|
||||
|
Income from continuing operations
|
118.4
|
|
|
121.1
|
|
|
250.4
|
|
|
226.5
|
|
||||
|
Discontinued operations, net of income taxes
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(15.5
|
)
|
|
(16.9
|
)
|
||||
|
Net income
|
110.3
|
|
|
112.2
|
|
|
234.9
|
|
|
209.6
|
|
||||
|
Less: Net income attributable to noncontrolling interests
|
5.4
|
|
|
5.0
|
|
|
10.9
|
|
|
8.4
|
|
||||
|
Net income attributable to FMC stockholders
|
$
|
104.9
|
|
|
$
|
107.2
|
|
|
$
|
224.0
|
|
|
$
|
201.2
|
|
|
Amounts attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations, net of income taxes
|
$
|
113.0
|
|
|
$
|
116.1
|
|
|
$
|
239.5
|
|
|
$
|
218.1
|
|
|
Discontinued operations, net of income taxes
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(15.5
|
)
|
|
(16.9
|
)
|
||||
|
Net income
|
$
|
104.9
|
|
|
$
|
107.2
|
|
|
$
|
224.0
|
|
|
$
|
201.2
|
|
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.82
|
|
|
$
|
0.81
|
|
|
$
|
1.73
|
|
|
$
|
1.52
|
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.06
|
)
|
|
(0.11
|
)
|
|
(0.12
|
)
|
||||
|
Net income
|
$
|
0.76
|
|
|
$
|
0.75
|
|
|
$
|
1.62
|
|
|
$
|
1.40
|
|
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.82
|
|
|
$
|
0.80
|
|
|
$
|
1.72
|
|
|
$
|
1.51
|
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.06
|
)
|
|
(0.11
|
)
|
|
(0.12
|
)
|
||||
|
Net income
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
1.61
|
|
|
$
|
1.39
|
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
|
Net Income
|
$
|
110.3
|
|
|
$
|
112.2
|
|
|
$
|
234.9
|
|
|
$
|
209.6
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments (1)
|
(29.4
|
)
|
|
6.3
|
|
|
(18.2
|
)
|
|
28.0
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative instruments:
|
|
|
|
|
|
|
|
||||||||
|
Unrealized hedging gains (losses) and other
|
(1.5
|
)
|
|
(4.1
|
)
|
|
(0.7
|
)
|
|
2.6
|
|
||||
|
Reclassification of deferred hedging (gains) losses and other, included in net income
|
1.2
|
|
|
—
|
|
|
1.6
|
|
|
1.2
|
|
||||
|
Total derivative instruments
|
(0.3
|
)
|
|
(4.1
|
)
|
|
0.9
|
|
|
3.8
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
|
Unrealized actuarial gains (losses) and prior service (costs) credits (2)
|
1.3
|
|
|
(0.2
|
)
|
|
0.4
|
|
|
(1.0
|
)
|
||||
|
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income
|
7.9
|
|
|
5.6
|
|
|
15.8
|
|
|
11.2
|
|
||||
|
Total pension and other postretirement benefits
|
9.2
|
|
|
5.4
|
|
|
16.2
|
|
|
10.2
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
(20.5
|
)
|
|
7.6
|
|
|
(1.1
|
)
|
|
42.0
|
|
||||
|
Comprehensive income
|
$
|
89.8
|
|
|
$
|
119.8
|
|
|
$
|
233.8
|
|
|
$
|
251.6
|
|
|
Less: Comprehensive income attributable to the noncontrolling interest
|
5.0
|
|
|
4.9
|
|
|
10.6
|
|
|
8.7
|
|
||||
|
Comprehensive income attributable to FMC stockholders
|
$
|
84.8
|
|
|
$
|
114.9
|
|
|
$
|
223.2
|
|
|
$
|
242.9
|
|
|
(1)
|
Income taxes are not provided on the equity in undistributed earnings of our foreign subsidiaries or affiliates since it is our intention that such earnings will remain invested in those affiliates permanently.
|
|
(2)
|
At December 31st of each year, we remeasure our pension and postretirement plan obligations at which time we record any actuarial gains (losses) and prior service (costs) credits to other comprehensive income. The interim adjustments noted above reflect the foreign currency translation impacts from the unrealized actuarial gains (losses) and prior service (costs) credits related to our foreign pension and postretirement plans.
|
|
(in Millions, Except Share and Par Value Data)
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
|
(unaudited)
|
||||||
|
ASSETS
|
|
|
|
||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
75.5
|
|
|
$
|
158.9
|
|
|
Trade receivables, net of allowance of $25.0 at June 30, 2012 and $21.5 at December 31, 2011
|
993.7
|
|
|
931.3
|
|
||
|
Inventories
|
559.6
|
|
|
470.3
|
|
||
|
Prepaid and other current assets
|
171.6
|
|
|
173.4
|
|
||
|
Deferred income taxes
|
152.3
|
|
|
135.5
|
|
||
|
Total current assets
|
1,952.7
|
|
|
1,869.4
|
|
||
|
Investments
|
33.0
|
|
|
28.3
|
|
||
|
Property, plant and equipment, net
|
1,021.0
|
|
|
986.8
|
|
||
|
Goodwill
|
261.3
|
|
|
225.9
|
|
||
|
Other intangibles, net
|
213.5
|
|
|
187.3
|
|
||
|
Other assets
|
222.3
|
|
|
198.9
|
|
||
|
Deferred income taxes
|
203.8
|
|
|
246.9
|
|
||
|
Total assets
|
$
|
3,907.6
|
|
|
$
|
3,743.5
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Short-term debt
|
$
|
41.6
|
|
|
$
|
27.0
|
|
|
Current portion of long-term debt
|
4.9
|
|
|
19.5
|
|
||
|
Accounts payable, trade and other
|
366.4
|
|
|
458.3
|
|
||
|
Accrued and other liabilities
|
176.0
|
|
|
186.2
|
|
||
|
Accrued payroll
|
51.2
|
|
|
70.6
|
|
||
|
Accrued customer rebates
|
257.3
|
|
|
115.1
|
|
||
|
Guarantees of vendor financing
|
29.1
|
|
|
18.5
|
|
||
|
Accrued pension and other postretirement benefits, current
|
9.2
|
|
|
9.2
|
|
||
|
Income taxes
|
60.7
|
|
|
15.5
|
|
||
|
Total current liabilities
|
996.4
|
|
|
919.9
|
|
||
|
Long-term debt, less current portion
|
810.0
|
|
|
779.1
|
|
||
|
Accrued pension and other postretirement benefits, long-term
|
337.9
|
|
|
368.7
|
|
||
|
Environmental liabilities, continuing and discontinued
|
203.9
|
|
|
213.3
|
|
||
|
Reserve for discontinued operations
|
43.1
|
|
|
41.6
|
|
||
|
Other long-term liabilities
|
129.8
|
|
|
116.8
|
|
||
|
Commitments and contingent liabilities (Note 17)
|
|
|
|
||||
|
Equity
|
|
|
|
||||
|
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued in 2012 or 2011
|
—
|
|
|
—
|
|
||
|
Common stock, $0.10 par value, authorized 260,000,000 shares in 2012 and 2011; 185,983,792 issued shares at June 30, 2012 and December 31, 2011, respectively
|
18.6
|
|
|
18.6
|
|
||
|
Capital in excess of par value of common stock
|
470.0
|
|
|
454.5
|
|
||
|
Retained earnings
|
2,375.4
|
|
|
2,176.2
|
|
||
|
Accumulated other comprehensive income (loss)
|
(390.8
|
)
|
|
(390.0
|
)
|
||
|
Treasury stock, common, at cost: 48,665,878 shares at June 30, 2012 and 46,309,476 shares at December 31, 2011
|
(1,153.8
|
)
|
|
(1,018.7
|
)
|
||
|
Total FMC stockholders’ equity
|
1,319.4
|
|
|
1,240.6
|
|
||
|
Noncontrolling interests
|
67.1
|
|
|
63.5
|
|
||
|
Total equity
|
1,386.5
|
|
|
1,304.1
|
|
||
|
Total liabilities and equity
|
$
|
3,907.6
|
|
|
$
|
3,743.5
|
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2012
|
|
2011
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Net income
|
$
|
234.9
|
|
|
$
|
209.6
|
|
|
Discontinued operations
|
15.5
|
|
|
16.9
|
|
||
|
Income from continuing operations
|
$
|
250.4
|
|
|
$
|
226.5
|
|
|
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Depreciation and amortization
|
66.7
|
|
|
62.7
|
|
||
|
Equity in (earnings) loss of affiliates
|
0.2
|
|
|
(2.6
|
)
|
||
|
Restructuring and other charges (income)
|
7.3
|
|
|
13.8
|
|
||
|
Deferred income taxes
|
23.8
|
|
|
42.2
|
|
||
|
Pension and other postretirement benefits
|
29.4
|
|
|
19.8
|
|
||
|
Share-based compensation
|
10.2
|
|
|
8.9
|
|
||
|
Excess tax benefits from share-based compensation
|
(6.2
|
)
|
|
(5.2
|
)
|
||
|
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
|
Trade receivables, net
|
(64.1
|
)
|
|
3.4
|
|
||
|
Guarantees of vendor financing
|
10.6
|
|
|
(11.3
|
)
|
||
|
Inventories
|
(90.7
|
)
|
|
(63.6
|
)
|
||
|
Other current assets and other assets
|
(18.1
|
)
|
|
(7.5
|
)
|
||
|
Accounts payable
|
(87.5
|
)
|
|
(75.2
|
)
|
||
|
Accrued and other current liabilities and other liabilities
|
12.6
|
|
|
(26.3
|
)
|
||
|
Accrued payroll
|
(19.3
|
)
|
|
(19.5
|
)
|
||
|
Accrued customer rebates
|
142.9
|
|
|
80.5
|
|
||
|
Income taxes
|
40.6
|
|
|
(4.6
|
)
|
||
|
Pension and other postretirement benefit contributions
|
(33.2
|
)
|
|
(41.6
|
)
|
||
|
Environmental spending, continuing, net of recoveries
|
(2.3
|
)
|
|
(4.2
|
)
|
||
|
Restructuring and other spending
|
(5.4
|
)
|
|
(33.2
|
)
|
||
|
Cash provided (required) by operating activities
|
267.9
|
|
|
163.0
|
|
||
|
Cash provided (required) by operating activities of discontinued operations:
|
|
|
|
||||
|
Environmental spending, discontinued, net of recoveries
|
(8.7
|
)
|
|
(10.5
|
)
|
||
|
Payments of other discontinued reserves
|
(12.2
|
)
|
|
(8.7
|
)
|
||
|
Cash provided (required) by operating activities of discontinued operations
|
(20.9
|
)
|
|
(19.2
|
)
|
||
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2012
|
|
2011
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by investing activities:
|
|
|
|
||||
|
Capital expenditures
|
$
|
(81.2
|
)
|
|
$
|
(71.1
|
)
|
|
Proceeds from disposal of property, plant and equipment
|
0.1
|
|
|
0.2
|
|
||
|
Acquisitions, net of cash acquired
|
(98.4
|
)
|
|
—
|
|
||
|
Investments in nonconsolidated affiliates
|
(6.8
|
)
|
|
—
|
|
||
|
Other investing activities
|
(12.7
|
)
|
|
(8.0
|
)
|
||
|
Cash provided (required) by investing activities
|
(199.0
|
)
|
|
(78.9
|
)
|
||
|
Cash provided (required) by financing activities:
|
|
|
|
||||
|
Net borrowings (repayments) under committed credit facilities
|
26.0
|
|
|
—
|
|
||
|
Increase (decrease) in short-term debt
|
15.4
|
|
|
8.4
|
|
||
|
Repayments of long-term debt
|
(15.0
|
)
|
|
(23.9
|
)
|
||
|
Proceeds from borrowings of long-term debt
|
5.4
|
|
|
—
|
|
||
|
Distributions to noncontrolling interests
|
(7.0
|
)
|
|
(5.8
|
)
|
||
|
Issuances of common stock, net
|
11.0
|
|
|
7.8
|
|
||
|
Excess tax benefits from share-based compensation
|
6.2
|
|
|
5.2
|
|
||
|
Dividends paid
|
(22.9
|
)
|
|
(19.8
|
)
|
||
|
Repurchases of common stock under publicly announced program
|
(144.9
|
)
|
|
(10.0
|
)
|
||
|
Other repurchases of common stock
|
(3.1
|
)
|
|
(3.7
|
)
|
||
|
Contingent consideration paid
|
(2.0
|
)
|
|
—
|
|
||
|
Cash provided (required) by financing activities
|
(130.9
|
)
|
|
(41.8
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.5
|
)
|
|
2.0
|
|
||
|
Increase (decrease) in cash and cash equivalents
|
(83.4
|
)
|
|
25.1
|
|
||
|
Cash and cash equivalents, beginning of period
|
158.9
|
|
|
161.5
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
75.5
|
|
|
$
|
186.6
|
|
|
Preliminary Purchase Price Allocation
|
|||
|
(in Millions)
|
|
||
|
Current assets
(primarily inventory and trade receivables
) (1)
|
$
|
10.0
|
|
|
Property, plant & equipment
|
2.0
|
|
|
|
Finite-lived intangible assets (2)
|
32.5
|
|
|
|
Goodwill (3)
|
41.8
|
|
|
|
Total fair value of assets acquired
|
86.3
|
|
|
|
Current liabilities
|
3.0
|
|
|
|
Deferred tax liabilities
|
7.5
|
|
|
|
Other liabilities
|
1.0
|
|
|
|
Total fair value of liabilities assumed
|
11.5
|
|
|
|
|
|
||
|
Total Cash Paid
|
$
|
74.8
|
|
|
(1)
|
Fair value of finished good inventories acquired included a step-up in the value of approximately
$0.6 million
, which will be expensed to cost of sales and services during 2012.
|
|
(2)
|
See Note 4 for the major classes of intangible assets acquired, which primarily represent customer relationships. The weighted average useful life of the acquired finite-lived intangibles is approximately
25 years
.
|
|
(3)
|
Goodwill largely consisted of expected revenue synergies resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes.
|
|
(in Millions)
|
Agricultural
Products
|
|
Specialty
Chemicals
|
|
Industrial
Chemicals
|
|
Total
|
||||||||
|
Balance, December 31, 2011
|
$
|
12.4
|
|
|
$
|
197.0
|
|
|
$
|
16.5
|
|
|
$
|
225.9
|
|
|
Acquisitions
|
—
|
|
|
41.8
|
|
|
—
|
|
|
41.8
|
|
||||
|
Purchase price allocation adjustments (See Note 3)
|
—
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
||||
|
Foreign currency adjustments
|
(0.1
|
)
|
|
(6.3
|
)
|
|
(0.3
|
)
|
|
(6.7
|
)
|
||||
|
Balance, June 30, 2012
|
$
|
12.3
|
|
|
$
|
232.9
|
|
|
$
|
16.1
|
|
|
$
|
261.3
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
(in Millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
Intangible assets subject to amortization (finite-lived)
|
|||||||||||||||||||||||
|
Customer relationships
|
$
|
129.8
|
|
|
$
|
(5.1
|
)
|
|
$
|
124.7
|
|
|
$
|
102.0
|
|
|
$
|
(2.2
|
)
|
|
$
|
99.8
|
|
|
Patents
|
0.6
|
|
|
(0.1
|
)
|
|
0.5
|
|
|
0.6
|
|
|
(0.1
|
)
|
|
0.5
|
|
||||||
|
Trademarks and trade names
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
|
Purchased and licensed technologies
|
56.6
|
|
|
(12.1
|
)
|
|
44.5
|
|
|
54.6
|
|
|
(9.9
|
)
|
|
44.7
|
|
||||||
|
Other intangibles
|
4.7
|
|
|
(1.3
|
)
|
|
3.4
|
|
|
4.1
|
|
|
(1.0
|
)
|
|
3.1
|
|
||||||
|
|
$
|
193.1
|
|
|
$
|
(18.6
|
)
|
|
$
|
174.5
|
|
|
$
|
161.5
|
|
|
$
|
(13.2
|
)
|
|
$
|
148.3
|
|
|
Intangible assets not subject to amortization (indefinite life)
|
|||||||||||||||||||||||
|
Trademarks and trade names
|
$
|
36.3
|
|
|
$
|
—
|
|
|
$
|
36.3
|
|
|
$
|
36.3
|
|
|
$
|
—
|
|
|
$
|
36.3
|
|
|
In-process research & development
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||||
|
|
$
|
39.0
|
|
|
$
|
—
|
|
|
$
|
39.0
|
|
|
$
|
39.0
|
|
|
$
|
—
|
|
|
$
|
39.0
|
|
|
Total intangible assets
|
$
|
232.1
|
|
|
$
|
(18.6
|
)
|
|
$
|
213.5
|
|
|
$
|
200.5
|
|
|
$
|
(13.2
|
)
|
|
$
|
187.3
|
|
|
(in Millions)
|
Finite-lived
|
|
Indefinite life
|
||||
|
Agricultural Products
|
$
|
108.7
|
|
|
$
|
35.2
|
|
|
Specialty Chemicals
|
56.1
|
|
|
3.2
|
|
||
|
Industrial Chemicals
|
9.7
|
|
|
0.6
|
|
||
|
Total
|
$
|
174.5
|
|
|
$
|
39.0
|
|
|
(in Millions)
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
Finished goods and work in process
|
$
|
339.1
|
|
|
$
|
298.6
|
|
|
Raw materials
|
220.5
|
|
|
171.7
|
|
||
|
Net inventory
|
$
|
559.6
|
|
|
$
|
470.3
|
|
|
(in Millions)
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
Property, plant and equipment
|
$
|
2,894.3
|
|
|
$
|
2,850.0
|
|
|
Accumulated depreciation
|
1,873.3
|
|
|
1,863.2
|
|
||
|
Property, plant and equipment, net
|
$
|
1,021.0
|
|
|
$
|
986.8
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
Restructuring Charges and Asset Disposals
|
$
|
4.3
|
|
|
$
|
6.4
|
|
|
$
|
5.4
|
|
|
$
|
9.2
|
|
|
Other Charges (Income), Net
|
1.3
|
|
|
2.9
|
|
|
1.9
|
|
|
4.6
|
|
||||
|
Total Restructuring and Other Charges
|
$
|
5.6
|
|
|
$
|
9.3
|
|
|
$
|
7.3
|
|
|
$
|
13.8
|
|
|
|
Restructuring Charges
|
|
|
|
||||||||||
|
(in Millions)
|
Severance and Employee Benefits (1)
|
|
Other Charges (Income) (2)
|
|
Asset Disposal Charges (3)
|
Total
|
||||||||
|
Huelva Shutdown
|
—
|
|
|
0.3
|
|
|
—
|
|
0.3
|
|
||||
|
Other Items (4)
|
2.4
|
|
|
0.2
|
|
|
1.4
|
|
4.0
|
|
||||
|
Three months ended June 30, 2012
|
$
|
2.4
|
|
|
$
|
0.5
|
|
|
$
|
1.4
|
|
$
|
4.3
|
|
|
Sodium Percarbonate Phase-out
|
5.5
|
|
|
—
|
|
|
—
|
|
5.5
|
|
||||
|
Huelva Shutdown
|
—
|
|
|
0.8
|
|
|
—
|
|
0.8
|
|
||||
|
Other Items (4)
|
—
|
|
|
0.1
|
|
|
—
|
|
0.1
|
|
||||
|
Three months ended June 30, 2011
|
$
|
5.5
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
$
|
6.4
|
|
|
Huelva Shutdown
|
—
|
|
|
0.7
|
|
|
—
|
|
0.7
|
|
||||
|
Other Items (4)
|
2.4
|
|
|
0.5
|
|
|
1.8
|
|
4.7
|
|
||||
|
Six months ended June 30, 2012
|
$
|
2.4
|
|
|
$
|
1.2
|
|
|
$
|
1.8
|
|
$
|
5.4
|
|
|
Sodium Percarbonate Phase-out
|
5.5
|
|
|
—
|
|
|
—
|
|
5.5
|
|
||||
|
Huelva Shutdown
|
—
|
|
|
1.5
|
|
|
—
|
|
1.5
|
|
||||
|
Other Items (4)
|
0.4
|
|
|
0.2
|
|
|
1.6
|
|
2.2
|
|
||||
|
Six months ended June 30, 2011
|
$
|
5.9
|
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
$
|
9.2
|
|
|
(1)
|
Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits.
|
|
(2)
|
Primarily represents costs associated with accrued lease payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as well as recoveries associated with restructuring.
|
|
(3)
|
Primarily represents accelerated depreciation and impairment charges on plant and equipment, which were or are to be abandoned. Asset disposal charges also included the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns, see Note 7.
|
|
(4)
|
Represents charges associated with certain other restructuring activities, which have resulted in severance and asset disposal costs.
|
|
(in Millions)
|
Balance at
12/31/11 (4)
|
|
Change in
reserves (2)
|
|
Cash
payments
|
|
Other (3)
|
|
Balance at
6/30/12 (4)
|
||||||||||
|
Sodium Percarbonate Phase-out
|
$
|
1.1
|
|
|
$
|
0.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Alginates Restructuring
|
2.8
|
|
|
0.1
|
|
|
(0.3
|
)
|
|
—
|
|
|
2.6
|
|
|||||
|
Huelva Restructuring
|
7.3
|
|
|
0.7
|
|
|
(3.2
|
)
|
|
(0.2
|
)
|
|
4.6
|
|
|||||
|
Barcelona Facility Shutdown
|
0.2
|
|
|
0.2
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Other Workforce Related and Facility Shutdowns (1)
|
1.0
|
|
|
2.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
3.2
|
|
|||||
|
Total
|
$
|
12.4
|
|
|
$
|
3.6
|
|
|
$
|
(5.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
10.4
|
|
|
(1)
|
Primarily severance costs related to workforce reductions and facility shutdowns described in the “Other Items” sections above.
|
|
(2)
|
Primarily severance, exited lease, contract termination and other miscellaneous exit costs. The accelerated depreciation and impairment charges noted above impacted our property, plant and equipment balances and are not included in the above tables.
|
|
(3)
|
Primarily foreign currency translation adjustments.
|
|
(4)
|
Included in “Accrued and other liabilities” and “Other long-term liabilities” on the condensed consolidated balance sheets.
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
Environmental Charges, Net
|
$
|
1.5
|
|
|
$
|
1.9
|
|
|
$
|
2.5
|
|
|
$
|
3.0
|
|
|
Other, net
|
(0.2
|
)
|
|
1.0
|
|
|
(0.6
|
)
|
|
1.6
|
|
||||
|
Other Charges (Income), Net
|
$
|
1.3
|
|
|
$
|
2.9
|
|
|
$
|
1.9
|
|
|
$
|
4.6
|
|
|
(in Millions)
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
Short-term debt
|
$
|
41.6
|
|
|
$
|
27.0
|
|
|
Current portion of long-term debt
|
4.9
|
|
|
19.5
|
|
||
|
Total debt maturing within one year
|
$
|
46.5
|
|
|
$
|
46.5
|
|
|
(in Millions)
|
June 30, 2012
|
|
|
|
|
|||||||
|
Interest Rate
Percentage
|
|
Maturity
Date
|
|
6/30/2012
|
|
12/31/2011
|
||||||
|
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)
|
0.2-6.5%
|
|
|
2013-2035
|
|
$
|
176.7
|
|
|
$
|
176.7
|
|
|
Senior notes (less unamortized discount of $1.9 and $2.1, respectively)
|
3.95-5.2%
|
|
|
2019-2022
|
|
598.1
|
|
|
597.9
|
|
||
|
2011 credit agreement
|
3.2
|
%
|
|
2016
|
|
26.0
|
|
|
—
|
|
||
|
Foreign debt
|
0-13.5%
|
|
|
2013
|
|
14.1
|
|
|
24.0
|
|
||
|
Total long-term debt
|
|
|
|
|
$
|
814.9
|
|
|
$
|
798.6
|
|
|
|
Less: debt maturing within one year
|
|
|
|
|
4.9
|
|
|
19.5
|
|
|||
|
Total long-term debt, less current portion
|
|
|
|
|
$
|
810.0
|
|
|
$
|
779.1
|
|
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
Adjustment for workers’ compensation, product liability, and other postretirement benefits (net of income tax expense of zero and $0.1 for the three and six months ended June 30, 2012 and zero for the three and six months June 30, 2011, respectively)
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
Provision for environmental liabilities, net of recoveries (net of income tax benefit of $3.0 and $4.5 for the three and six months ended June 30, 2012 and $3.2 and $6.1 for the three and six months ended June 30, 2011, respectively) (1)
|
(4.9
|
)
|
|
(5.4
|
)
|
|
(7.5
|
)
|
|
(10.0
|
)
|
||||
|
Provision for legal reserves and expenses, net of recoveries (net of income tax benefit of $2.0 and $5.1 for the three and six months ended June 30, 2012 and $2.2 and $4.3 for the three and six months ended June 30, 2011, respectively)
|
(3.3
|
)
|
|
(3.5
|
)
|
|
(8.3
|
)
|
|
(6.9
|
)
|
||||
|
Discontinued operations, net of income taxes
|
$
|
(8.1
|
)
|
|
$
|
(8.9
|
)
|
|
$
|
(15.5
|
)
|
|
$
|
(16.9
|
)
|
|
(1)
|
See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during the year in Note 11.
|
|
(in Millions)
|
Operating and
Discontinued
Sites Total
|
||
|
Total environmental reserves, net of recoveries at December 31, 2011
|
$
|
226.9
|
|
|
|
|
||
|
Provision
|
14.5
|
|
|
|
Spending, net of recoveries
|
(16.6
|
)
|
|
|
Net change
|
(2.1
|
)
|
|
|
Total environmental reserves, net of recoveries at June 30, 2012
|
$
|
224.8
|
|
|
Environmental reserves, current, net of recoveries (1)
|
20.9
|
|
|
|
Environmental reserves, long-term continuing and discontinued, net of recoveries
|
203.9
|
|
|
|
Total environmental reserves, net of recoveries at June 30, 2012
|
$
|
224.8
|
|
|
(1)
|
“Current” includes only those reserves related to continuing operations. These amounts are included within "Accrued and other liabilities" on the condensed consolidated balance sheets.
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
Continuing operations (1)
|
$
|
1.5
|
|
|
$
|
1.9
|
|
|
$
|
2.5
|
|
|
$
|
3.0
|
|
|
Discontinued operations (2)
|
7.9
|
|
|
8.6
|
|
|
12.0
|
|
|
16.1
|
|
||||
|
Net environmental provision
|
$
|
9.4
|
|
|
$
|
10.5
|
|
|
$
|
14.5
|
|
|
$
|
19.1
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
Environmental reserves (1)
|
$
|
9.4
|
|
|
$
|
19.4
|
|
|
$
|
14.5
|
|
|
$
|
30.1
|
|
|
Other assets (2)
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(11.0
|
)
|
||||
|
Net environmental provision
|
$
|
9.4
|
|
|
$
|
10.5
|
|
|
$
|
14.5
|
|
|
$
|
19.1
|
|
|
(in Millions, Except Share and Per Share Data)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
Earnings (loss) attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Income from continuing operations attributable to FMC stockholders
|
$
|
113.0
|
|
|
$
|
116.1
|
|
|
$
|
239.5
|
|
|
$
|
218.1
|
|
|
Discontinued operations, net of income taxes
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(15.5
|
)
|
|
(16.9
|
)
|
||||
|
Net income
|
$
|
104.9
|
|
|
$
|
107.2
|
|
|
$
|
224.0
|
|
|
$
|
201.2
|
|
|
Less: Distributed and undistributed earnings allocable to restricted award holders
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(1.1
|
)
|
|
(1.0
|
)
|
||||
|
Net income allocable to common stockholders
|
$
|
104.4
|
|
|
$
|
106.7
|
|
|
$
|
222.9
|
|
|
$
|
200.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.82
|
|
|
$
|
0.81
|
|
|
$
|
1.73
|
|
|
$
|
1.52
|
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.06
|
)
|
|
(0.11
|
)
|
|
(0.12
|
)
|
||||
|
Net income
|
$
|
0.76
|
|
|
$
|
0.75
|
|
|
$
|
1.62
|
|
|
$
|
1.40
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.82
|
|
|
$
|
0.80
|
|
|
$
|
1.72
|
|
|
$
|
1.51
|
|
|
Discontinued operations
|
(0.06
|
)
|
|
(0.06
|
)
|
|
(0.11
|
)
|
|
(0.12
|
)
|
||||
|
Net income
|
$
|
0.76
|
|
|
$
|
0.74
|
|
|
$
|
1.61
|
|
|
$
|
1.39
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Shares (in thousands):
|
|
|
|
|
|
|
|
||||||||
|
Weighted average number of shares of common stock outstanding - Basic
|
137,247
|
|
|
143,212
|
|
|
137,870
|
|
|
143,056
|
|
||||
|
Weighted average additional shares assuming conversion of potential common shares
|
1,006
|
|
|
1,158
|
|
|
1,121
|
|
|
1,262
|
|
||||
|
Shares – diluted basis
|
138,253
|
|
|
144,370
|
|
|
138,991
|
|
|
144,318
|
|
||||
|
(in Millions, Except Per Share Data)
|
FMC’s
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||
|
Balance at December 31, 2011
|
$
|
1,240.6
|
|
|
$
|
63.5
|
|
|
$
|
1,304.1
|
|
|
Net income
|
224.0
|
|
|
10.9
|
|
|
234.9
|
|
|||
|
Stock compensation plans
|
21.3
|
|
|
—
|
|
|
21.3
|
|
|||
|
Excess tax benefits from share-based compensation
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||
|
Shares for benefit plan trust
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||
|
Net pension and other benefit actuarial gains/(losses) and prior service cost credits, net of income tax expense of $10.0 (1)
|
16.2
|
|
|
—
|
|
|
16.2
|
|
|||
|
Net hedging gains (losses) and other, net of income tax expense of $0.6 (1)
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|||
|
Foreign currency translation adjustments (1)
|
(17.9
|
)
|
|
(0.3
|
)
|
|
(18.2
|
)
|
|||
|
Dividends ($0.09 per share)
|
(24.8
|
)
|
|
—
|
|
|
(24.8
|
)
|
|||
|
Repurchases of common stock
|
(148.0
|
)
|
|
—
|
|
|
(148.0
|
)
|
|||
|
Distributions to noncontrolling interests
|
—
|
|
|
(7.0
|
)
|
|
(7.0
|
)
|
|||
|
Balance at June 30, 2012
|
$
|
1,319.4
|
|
|
$
|
67.1
|
|
|
$
|
1,386.5
|
|
|
(1)
|
See Condensed Consolidated Statements of Comprehensive Income.
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||||||||||||||||||
|
Pensions
|
|
Other Benefits
|
|
Pensions
|
|
Other Benefits
|
|||||||||||||||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||||||||||
|
Components of net annual benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Service cost
|
$
|
5.1
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
10.2
|
|
|
$
|
9.8
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Interest cost
|
15.3
|
|
|
15.4
|
|
|
0.3
|
|
|
0.6
|
|
|
30.6
|
|
|
30.8
|
|
|
0.6
|
|
|
1.2
|
|
||||||||
|
Expected return on plan assets
|
(19.2
|
)
|
|
(20.6
|
)
|
|
—
|
|
|
—
|
|
|
(38.4
|
)
|
|
(41.2
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Amortization of prior service cost (gain)
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
(0.2
|
)
|
||||||||
|
Recognized net actuarial and other (gain) loss
|
13.2
|
|
|
9.2
|
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
26.4
|
|
|
18.4
|
|
|
(1.0
|
)
|
|
(0.2
|
)
|
||||||||
|
Net periodic benefit cost from continuing operations
|
$
|
14.9
|
|
|
$
|
9.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.5
|
|
|
$
|
29.8
|
|
|
$
|
18.8
|
|
|
$
|
(0.4
|
)
|
|
$
|
1.0
|
|
|
Financial Instrument
|
|
Valuation Method
|
|
|
|
|
|
Foreign Exchange Forward Contracts
|
|
Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies.
|
|
|
|
|
|
Commodity Forward and Option Contracts
|
|
Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices for applicable commodities.
|
|
|
|
|
|
Debt
|
|
Our estimates and information obtained from independent third parties using market data, such as bid/ask spreads for the last business day of the reporting period.
|
|
(in Millions)
|
|
|
|
June 30, 2012
|
|
December 31, 2011
|
||||
|
|
|
Balance Sheet Location
|
|
Fair Value
|
||||||
|
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
||||
|
Foreign exchange contracts
|
|
Prepaid and other current assets
|
|
$
|
3.8
|
|
|
$
|
8.4
|
|
|
Commodity contracts:
|
|
|
|
|
|
|
||||
|
Energy contracts
|
|
Prepaid and other current assets
|
|
0.1
|
|
|
0.5
|
|
||
|
Total Derivative Assets
|
|
|
|
$
|
3.9
|
|
|
$
|
8.9
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign exchange contracts
|
|
Accrued and other liabilities
|
|
(7.2
|
)
|
|
(10.3
|
)
|
||
|
Commodity contracts:
|
|
|
|
|
|
|
||||
|
Energy contracts
|
|
Accrued and other liabilities
|
|
(4.4
|
)
|
|
(8.0
|
)
|
||
|
Total Derivative Liabilities
|
|
|
|
$
|
(11.6
|
)
|
|
$
|
(18.3
|
)
|
|
Net Derivative Assets/(Liabilities)
|
|
|
|
$
|
(7.7
|
)
|
|
$
|
(9.4
|
)
|
|
|
|
|
|
|
|
|
||||
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
||||
|
Foreign exchange contracts
|
|
Prepaid and other current assets
|
|
$
|
1.5
|
|
|
$
|
3.5
|
|
|
Total Derivative Assets
|
|
|
|
$
|
1.5
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
||||
|
Foreign exchange contracts
|
|
Accrued and other liabilities
|
|
—
|
|
|
—
|
|
||
|
Total Derivative Liabilities
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net Derivative Assets/(Liabilities)
|
|
|
|
$
|
1.5
|
|
|
$
|
3.5
|
|
|
(in Millions)
|
|
Amount of Gain or (Loss)
Recognized in OCI on
Derivatives, net of tax
(Effective Portion)
|
|
Amount of Pre-tax Gain or
(Loss) Reclassified from
AOCI into Income (Effective
Portion) (a)
|
|
Amount of Pre-tax Gain or
(Loss) Recognized in Income
on Derivative (Ineffective
Portion and Amount Excluded
from Effectiveness Testing) (a)
|
||||||||||||||||||
|
|
|
Three Months Ended June 30
|
|
Three Months Ended June 30
|
|
Three Months Ended June 30
|
||||||||||||||||||
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
Foreign exchange contracts
|
|
$
|
(3.3
|
)
|
|
$
|
0.9
|
|
|
$
|
2.0
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
Commodity contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Energy contracts
|
|
3.3
|
|
|
0.6
|
|
|
(3.9
|
)
|
|
(1.7
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
|
$
|
—
|
|
|
$
|
1.5
|
|
|
$
|
(1.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
(in Millions)
|
|
Amount of Gain or (Loss)
Recognized in OCI on
Derivatives, net of tax
(Effective Portion)
|
|
Amount of Pre-tax Gain or
(Loss) Reclassified from
AOCI into Income (Effective
Portion) (a)
|
|
Amount of Pre-tax Gain or
(Loss) Recognized in Income
on Derivative (Ineffective
Portion and Amount Excluded
from Effectiveness Testing) (a)
|
||||||||||||||||||
|
|
|
Six Months Ended June 30
|
|
Six Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||||||||
|
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||||||
|
Foreign exchange contracts
|
|
$
|
(1.1
|
)
|
|
$
|
1.8
|
|
|
$
|
3.7
|
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
Commodity contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Energy contracts
|
|
2.0
|
|
|
1.8
|
|
|
(6.4
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Other
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Total
|
|
$
|
0.9
|
|
|
$
|
3.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
(a)
|
Amounts are included in “Cost of sales and services” on the condensed consolidated statements of income.
|
|
|
Location of Gain or (Loss)
Recognized in Income on Derivatives
|
Amount of Pre-tax Gain or (Loss)
Recognized in Income on Derivatives
|
||||||||||||||
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
Foreign Exchange contracts
|
Cost of Sales and Services
|
$
|
15.9
|
|
|
$
|
(1.3
|
)
|
|
$
|
19.3
|
|
|
$
|
(2.5
|
)
|
|
Commodity contracts:
|
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
Cost of Sales and Services
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
|
Total
|
|
$
|
15.9
|
|
|
$
|
(1.4
|
)
|
|
$
|
19.3
|
|
|
$
|
(2.7
|
)
|
|
(in Millions)
|
June 30, 2012
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities: (2)
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
|
Derivatives – Foreign Exchange (2)
|
5.3
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
||||
|
Other (3)
|
27.3
|
|
|
27.3
|
|
|
—
|
|
|
—
|
|
||||
|
Total Assets
|
$
|
32.7
|
|
|
$
|
27.3
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities: (4)
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
$
|
4.4
|
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
—
|
|
|
Derivatives – Foreign Exchange (4)
|
7.2
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
||||
|
Acquisition (5)
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||
|
Other (6)
|
36.9
|
|
|
36.9
|
|
|
—
|
|
|
—
|
|
||||
|
Total Liabilities
|
$
|
50.0
|
|
|
$
|
36.9
|
|
|
$
|
11.6
|
|
|
$
|
1.5
|
|
|
(in Millions)
|
December 31, 2011
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
|
Common Stock (1)
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivatives – Commodities: (2)
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
|
Derivatives – Foreign Exchange (2)
|
11.9
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
||||
|
Other (3)
|
20.9
|
|
|
20.9
|
|
|
—
|
|
|
—
|
|
||||
|
Total Assets
|
$
|
33.4
|
|
|
$
|
21.0
|
|
|
$
|
12.4
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities: (4)
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
Derivatives – Foreign Exchange (4)
|
10.3
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
||||
|
Acquisition (5)
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||
|
Other (6)
|
31.8
|
|
|
31.8
|
|
|
—
|
|
|
—
|
|
||||
|
Total Liabilities
|
$
|
53.6
|
|
|
$
|
31.8
|
|
|
$
|
18.3
|
|
|
$
|
3.5
|
|
|
(1)
|
Amounts included in “Investments” in the condensed consolidated balance sheets.
|
|
(2)
|
Amounts included in “Prepaid and other current assets” in the condensed consolidated balance sheets.
|
|
(3)
|
Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in “Other assets” in the condensed consolidated balance sheets.
|
|
(4)
|
Amounts included in “Accrued and other liabilities” in the condensed consolidated balance sheets.
|
|
(5)
|
Represents contingent consideration associated with the acquisitions during 2011. See Note 3 for more information. The changes in this Level 3 liability represented payments made against the liability.
|
|
(6)
|
Consists of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts included in “Other long-term liabilities” in the condensed consolidated balance sheets.
|
|
(in Millions)
|
Six months ended June 30, 2012
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Gains (Losses) (Six Months Ended June 30, 2012)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-lived assets to be abandoned (1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
|
Total Assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.8
|
)
|
|
(1)
|
We recorded charges to write down the value of certain long-lived assets to be abandoned within our Agricultural Products segment to their salvage value of
zero
as the majority of these long-lived assets have no future use and are anticipated to be demolished. The loss noted in the above table represents the accelerated depreciation of these assets recorded during the period.
|
|
(in Millions)
|
Year ended December 31, 2011
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Gains
(Losses)
(Year Ended
December 31,
2011)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-lived assets to be abandoned (1)
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
(16.4
|
)
|
|
Total Assets
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
(16.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities associated with exit activities (2)
|
5.5
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
(5.5
|
)
|
|||||
|
Total Liabilities
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
(5.5
|
)
|
|
(1)
|
In connection with the Sodium Percarbonate phase-out, we recorded charges to write down the value of the related long-lived assets to be abandoned to their salvage value of
$0.7 million
. We also recognized a
$1.6 million
charge to write down certain other assets to fair value in our Industrial Chemicals segment during the year ended December 31, 2011. The loss noted in the above table represents the accelerated depreciation and write-down of these assets recorded during the period.
|
|
(2)
|
This amount represents severance liabilities associated with the Sodium Percarbonate phase-out as further described in Note 8.
|
|
(in Millions)
|
|
||
|
Guarantees:
|
|
||
|
Guarantees of vendor financing
|
$
|
29.1
|
|
|
Foreign equity method investment debt guarantees
|
6.7
|
|
|
|
Other debt guarantees
|
14.5
|
|
|
|
Total
|
$
|
50.3
|
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
Agricultural Products
|
$
|
393.6
|
|
|
$
|
329.6
|
|
|
$
|
847.8
|
|
|
$
|
673.2
|
|
|
Specialty Chemicals
|
235.4
|
|
|
228.5
|
|
|
451.3
|
|
|
438.6
|
|
||||
|
Industrial Chemicals
|
277.1
|
|
|
254.8
|
|
|
549.7
|
|
|
497.3
|
|
||||
|
Eliminations
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(2.9
|
)
|
|
(1.9
|
)
|
||||
|
Total
|
$
|
905.2
|
|
|
$
|
812.2
|
|
|
$
|
1,845.9
|
|
|
$
|
1,607.2
|
|
|
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|||||||||
|
Agricultural Products
|
$
|
111.2
|
|
|
$
|
94.3
|
|
|
$
|
241.0
|
|
|
$
|
194.8
|
|
|
Specialty Chemicals
|
52.7
|
|
|
56.0
|
|
|
97.0
|
|
|
100.9
|
|
||||
|
Industrial Chemicals
|
42.8
|
|
|
36.2
|
|
|
90.9
|
|
|
76.5
|
|
||||
|
Eliminations
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
Segment operating profit
|
206.7
|
|
|
186.6
|
|
|
428.9
|
|
|
372.2
|
|
||||
|
Corporate
|
(14.7
|
)
|
|
(15.6
|
)
|
|
(28.9
|
)
|
|
(32.4
|
)
|
||||
|
Other income (expense), net (1)
|
(4.3
|
)
|
|
(4.9
|
)
|
|
(15.5
|
)
|
|
(12.2
|
)
|
||||
|
Operating profit before the items listed below (2)
|
187.7
|
|
|
166.1
|
|
|
384.5
|
|
|
327.6
|
|
||||
|
Interest expense, net
|
(11.5
|
)
|
|
(10.5
|
)
|
|
(22.8
|
)
|
|
(20.4
|
)
|
||||
|
Restructuring and other income (charges) (3)
|
(5.6
|
)
|
|
(9.3
|
)
|
|
(7.3
|
)
|
|
(13.8
|
)
|
||||
|
Non-operating pension and postretirement (charges) income (4)
|
(9.1
|
)
|
|
(4.5
|
)
|
|
(18.2
|
)
|
|
(9.0
|
)
|
||||
|
Acquisition-related charges (5)
|
(3.2
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
||||
|
Provision for income taxes
|
(45.3
|
)
|
|
(25.7
|
)
|
|
(90.1
|
)
|
|
(66.3
|
)
|
||||
|
Discontinued operations, net of income taxes
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(15.5
|
)
|
|
(16.9
|
)
|
||||
|
Net income attributable to FMC stockholders
|
$
|
104.9
|
|
|
$
|
107.2
|
|
|
$
|
224.0
|
|
|
$
|
201.2
|
|
|
(1)
|
Other income (expense), net is comprised primarily of last-in, first-out (“LIFO”) inventory adjustments and certain employee benefits, including incentive compensation. Our business segments account for their inventory utilizing a first-in-first-out ("FIFO") basis of accounting. The LIFO inventory adjustments are not allocated to the business segments and therefore are recorded to "Other income (expense), net".
|
|
(2)
|
Results for all segments including corporate expense and other income (expense) are net of noncontrolling interests of
$5.4 million
and
$10.9 million
in the three and six months ended
June 30, 2012
, and
$5.0 million
and
$8.4 million
in the three and six months ended
June 30, 2011
, respectively. The majority of the noncontrolling interests pertain to our Industrial Chemicals segment.
|
|
(3)
|
See Note 8 for details of restructuring and other charges (income). Amounts for the
three
months ended
June 30, 2012
, relate to Agricultural Products (
$1.3 million
), Specialty Chemicals (
$0.1 million
), Industrial Chemicals (
$2.8 million
) and Corporate (
$1.4 million
). Amounts for the
three
months ended
June 30, 2011
, relate to Agricultural Products (
$0.7 million
), Specialty Chemicals (
$0.1 million
), Industrial Chemicals (
$6.6 million
) and Corporate (
$1.9 million
). Amounts for the
six
months ended
June 30, 2012
, relate to Agricultural Products (
$1.7 million
), Specialty Chemicals (
$0.1 million
-gain), Industrial Chemicals (
$3.7 million
) and Corporate (
$2.0 million
). Amounts for the
six
months ended
June 30, 2011
, relate to Agricultural Products (
$0.7 million
), Specialty Chemicals (
$1.6 million
), Industrial Chemicals (
$8.5 million
) and Corporate (
$3.0 million
).
|
|
(4)
|
Our non-operating pension and postretirement costs are defined as those costs related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements. These costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance and we consider these costs to be outside our operational performance. We exclude these non-operating pension and postretirement costs as we believe that removing them provides a better understanding of the underlying profitability of our businesses, provides increased transparency and clarity in the performance of our retirement plans and enhances period-over-period comparability. We continue to include the service cost and amortization of prior service cost in our operating segments noted above. We believe these elements reflect the current year operating costs to our businesses for the employment benefits provided to active employees.
|
|
(5)
|
These charges were related to the expensing of the inventory fair value step-up resulting from the application of purchase
|
|
•
|
Environmental obligations and related recoveries
|
|
•
|
Impairment and valuation of long-lived assets
|
|
•
|
Pensions and other postretirement benefits
|
|
•
|
Income taxes
|
|
•
|
Revenue of
$905.2 million
for the three months ended June 30, 2012 increased $93 million or 11 percent versus the same period last year. Included in this increase was approximately $20 million associated with recently completed acquisitions. Revenue increased in all businesses. A more detailed review of revenues by segment is discussed under the section titled
"Results of Operations"
. On a regional basis, sales in Asia were up 13 percent, sales in Latin America grew 32 percent, sales in North America were up 9 percent while sales in Europe, Middle East and Africa decreased slightly by 4 percent.
|
|
•
|
Our gross margin, excluding acquisition-related charges, increased by $42.2 million or approximately 14 percent to $341.0 million versus last year's second quarter. Gross margin percent of 38 percent increased approximately one percent, driven by higher selling prices and improved mix partially offset by higher costs.
|
|
•
|
Selling, general and administrative expenses, excluding non-operating pension and postretirement charges, increased approximately $15 million or 14 percent to $119.2 million, largely due to increased spending on targeted growth initiatives and to meet the growth in our business. The majority of these increases were experienced in our Agricultural Products segment.
|
|
•
|
Research and Development expenses of $28.4 million increased $3.4 million or 14 percent, largely due to increased spending in Agricultural Products associated with various innovation projects.
|
|
•
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $126.9 million increased $16.4 million or 15 percent primarily due to higher operating results in Agricultural Products and Industrial Chemicals. See the disclosure of our Adjusted Earnings Non-GAAP financial measurement below, under the section titled
"Results of Operations"
.
|
|
•
|
We also completed the following growth initiatives:
|
|
◦
|
In June 2012, we acquired Phytone Ltd (Phytone). Phytone is a natural colors producer based in the United Kingdom. Phytone's natural products and formulations are used by global customers in the food, beverage, personal care and nutrition sectors. Phytone will be consolidated into our existing BioPolymer division within our Specialty Chemicals segment.
|
|
◦
|
In July 2012, we entered into an agreement to acquire Pectine Italia. This acquisition will enable us to enter the pectin market which complements our portfolio of texturant product lines which is part of our BioPolymer division within our Specialty Chemicals segment. This acquisition is expected to close by the end of the third quarter 2012.
|
|
◦
|
In July 2012, we made the decision to invest more than $100 million in a new world class microcrystalline cellulose (MCC) manufacturing facility in Rayong, Thailand. The new plant will ensure our long-term ability to supply the growing Asia market with our industry leading Avicel colloidal MCC which is part of our BioPolymer division within our Specialty Chemicals segment.
|
|
SEGMENT RESULTS RECONCILIATION
|
|||||||||||||||
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
Agricultural Products
|
$
|
393.6
|
|
|
$
|
329.6
|
|
|
$
|
847.8
|
|
|
$
|
673.2
|
|
|
Specialty Chemicals
|
235.4
|
|
|
228.5
|
|
|
451.3
|
|
|
438.6
|
|
||||
|
Industrial Chemicals
|
277.1
|
|
|
254.8
|
|
|
549.7
|
|
|
497.3
|
|
||||
|
Eliminations
|
(0.9
|
)
|
|
(0.7
|
)
|
|
(2.9
|
)
|
|
(1.9
|
)
|
||||
|
Total
|
$
|
905.2
|
|
|
$
|
812.2
|
|
|
$
|
1,845.9
|
|
|
$
|
1,607.2
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
|
Agricultural Products
|
$
|
111.2
|
|
|
$
|
94.3
|
|
|
$
|
241.0
|
|
|
$
|
194.8
|
|
|
Specialty Chemicals
|
52.7
|
|
|
56.0
|
|
|
97.0
|
|
|
100.9
|
|
||||
|
Industrial Chemicals
|
42.8
|
|
|
36.2
|
|
|
90.9
|
|
|
76.5
|
|
||||
|
Eliminations
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
|
Segment operating profit
|
206.7
|
|
|
186.6
|
|
|
$
|
428.9
|
|
|
$
|
372.2
|
|
||
|
Corporate
|
(14.7
|
)
|
|
(15.6
|
)
|
|
(28.9
|
)
|
|
(32.4
|
)
|
||||
|
Other income (expense), net (1)
|
(4.3
|
)
|
|
(4.9
|
)
|
|
(15.5
|
)
|
|
(12.2
|
)
|
||||
|
Operating profit before the items listed below (2)
|
187.7
|
|
|
166.1
|
|
|
384.5
|
|
|
327.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net
|
(11.5
|
)
|
|
(10.5
|
)
|
|
(22.8
|
)
|
|
(20.4
|
)
|
||||
|
Corporate special (charges) income:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other (charges) income
|
(5.6
|
)
|
|
(9.3
|
)
|
|
(7.3
|
)
|
|
(13.8
|
)
|
||||
|
Non-operating pension and postretirement charges (3)
|
(9.1
|
)
|
|
(4.5
|
)
|
|
(18.2
|
)
|
|
(9.0
|
)
|
||||
|
Acquisition-related charges
|
(3.2
|
)
|
|
—
|
|
|
(6.6
|
)
|
|
—
|
|
||||
|
Provision for income taxes
|
(45.3
|
)
|
|
(25.7
|
)
|
|
(90.1
|
)
|
|
(66.3
|
)
|
||||
|
Discontinued operations, net of income taxes
|
(8.1
|
)
|
|
(8.9
|
)
|
|
(15.5
|
)
|
|
(16.9
|
)
|
||||
|
Net income attributable to FMC stockholders
|
$
|
104.9
|
|
|
$
|
107.2
|
|
|
$
|
224.0
|
|
|
$
|
201.2
|
|
|
(1)
|
Other income (expense), net is comprised primarily of last-in first-out (“LIFO”) inventory adjustments and certain employee benefits, including incentive compensation. Our business segments account for their inventory utilizing a first-in first-out ("FIFO") basis of accounting. The LIFO inventory adjustments are not allocated to the business segments and therefore are recorded to "Other income (expense), net".
|
|
(2)
|
Results for all segments including corporate expense and other income (expense) are net of noncontrolling interest of
$5.4 million
and
$5.0 million
for the three months ended
June 30, 2012
and 2011 and
$10.9 million
and
$8.4 million
for the six months ended
June 30, 2012
and 2011, respectively. The majority of the noncontrolling interest pertains to our Industrial Chemicals segment.
|
|
(3)
|
Our non-operating pension and postretirement costs are defined as those costs related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements. These costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance and we consider these costs to be outside our operational performance. We exclude these non-operating pension and postretirement costs as we believe that removing them provides a better understanding of the underlying profitability of our businesses, provides increased transparency and clarity in the performance of our retirement plans and enhances period-over-period comparability. We continue to include the service cost and amortization of prior service cost in our operating segments noted above. We believe these elements reflect the current year operating costs to our businesses for the employment benefits provided to active employees.
|
|
ADJUSTED EARNINGS RECONCILIATION
|
|||||||||||||||
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
|||||||||
|
Net income attributable to FMC stockholders (GAAP)
|
$
|
104.9
|
|
|
$
|
107.2
|
|
|
$
|
224.0
|
|
|
$
|
201.2
|
|
|
Corporate special charges (income), pre-tax
|
17.9
|
|
|
13.8
|
|
|
32.1
|
|
|
22.8
|
|
||||
|
Income tax expense (benefit) on Corporate special charges (income)
|
(6.4
|
)
|
|
(4.6
|
)
|
|
(11.7
|
)
|
|
(7.7
|
)
|
||||
|
Corporate special charges (income), net of income taxes
|
11.5
|
|
|
9.2
|
|
|
20.4
|
|
|
15.1
|
|
||||
|
Discontinued operations, net of income taxes
|
8.1
|
|
|
8.9
|
|
|
15.5
|
|
|
16.9
|
|
||||
|
Tax adjustments
|
2.4
|
|
|
(14.8
|
)
|
|
2.4
|
|
|
(15.1
|
)
|
||||
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP)
|
$
|
126.9
|
|
|
$
|
110.5
|
|
|
$
|
262.3
|
|
|
$
|
218.1
|
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Increase/(Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
||||||||
|
Revenue
|
$
|
393.6
|
|
|
$
|
329.6
|
|
|
$
|
64.0
|
|
|
19
|
%
|
|
Operating Profit
|
111.2
|
|
|
94.3
|
|
|
16.9
|
|
|
18
|
|
|||
|
(in Millions)
|
Three Months Ended June 30
|
|
Increase/(Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
||||||||
|
Revenue
|
$
|
235.4
|
|
|
$
|
228.5
|
|
|
$
|
6.9
|
|
|
3
|
%
|
|
Operating Profit
|
52.7
|
|
|
56.0
|
|
|
(3.3
|
)
|
|
(6
|
)
|
|||
|
(in Millions)
|
Three Months Ended June 30
|
|
Increase/(Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
||||||||
|
Revenue
|
$
|
277.1
|
|
|
$
|
254.8
|
|
|
$
|
22.3
|
|
|
9
|
%
|
|
Operating Profit
|
42.8
|
|
|
36.2
|
|
|
6.6
|
|
|
18
|
|
|||
|
(in Millions)
|
Six Months Ended June 30
|
|
Increase/(Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
||||||||
|
Revenue
|
$
|
847.8
|
|
|
$
|
673.2
|
|
|
$
|
174.6
|
|
|
26
|
%
|
|
Operating Profit
|
241.0
|
|
|
194.8
|
|
|
46.2
|
|
|
24
|
|
|||
|
(in Millions)
|
Six Months Ended June 30
|
|
Increase/(Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
||||||||
|
Revenue
|
$
|
451.3
|
|
|
$
|
438.6
|
|
|
$
|
12.7
|
|
|
3
|
%
|
|
Operating Profit
|
97.0
|
|
|
100.9
|
|
|
(3.9
|
)
|
|
(4
|
)
|
|||
|
(in Millions)
|
Six Months Ended June 30
|
|
Increase/(Decrease)
|
|||||||||||
|
2012
|
|
2011
|
|
$
|
|
%
|
||||||||
|
Revenue
|
$
|
549.7
|
|
|
$
|
497.3
|
|
|
$
|
52.4
|
|
|
11
|
%
|
|
Operating Profit
|
90.9
|
|
|
76.5
|
|
|
14.4
|
|
|
19
|
|
|||
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2012
|
|
2011
|
|||||
|
Income from continuing operations before equity in (earnings) loss of affiliates, interest income and expense and income taxes
|
$
|
363.5
|
|
|
$
|
310.6
|
|
|
Significant non-cash expenses (1)
|
108.1
|
|
|
93.0
|
|
||
|
Operating income before non-cash expenses (Non-GAAP)
|
471.6
|
|
|
403.6
|
|
||
|
|
|
|
|
||||
|
Change in trade receivables (2)
|
(64.1
|
)
|
|
3.4
|
|
||
|
Change in inventories (3)
|
(90.7
|
)
|
|
(63.6
|
)
|
||
|
Change in accounts payable (4)
|
(87.5
|
)
|
|
(75.2
|
)
|
||
|
Change in accrued rebates (5)
|
142.9
|
|
|
80.5
|
|
||
|
Change in all other operating assets and liabilities (6)
|
(21.7
|
)
|
|
(59.0
|
)
|
||
|
Restructuring and other spending (7)
|
(5.4
|
)
|
|
(33.2
|
)
|
||
|
Environmental spending, continuing, net of recoveries (8)
|
(2.3
|
)
|
|
(4.2
|
)
|
||
|
Pension and other postretirement benefit contributions (9)
|
(33.2
|
)
|
|
(41.6
|
)
|
||
|
Cash basis operating income (Non-GAAP)
|
309.6
|
|
|
210.7
|
|
||
|
|
|
|
|
||||
|
Interest payments
|
(13.5
|
)
|
|
(19.4
|
)
|
||
|
Tax payments
|
(22.0
|
)
|
|
(23.1
|
)
|
||
|
Excess tax benefits from share-based compensation
|
(6.2
|
)
|
|
(5.2
|
)
|
||
|
|
|
|
|
||||
|
Cash provided by operating activities
|
$
|
267.9
|
|
|
$
|
163.0
|
|
|
(1)
|
Represents the sum of depreciation, amortization, non-cash asset write downs, share-based compensation, and pension charges.
|
|
(2)
|
Overall, the use of cash for trade receivables is primarily due to revenue increases, particularly for Agricultural Products' sales in Brazil where terms are significantly longer than the rest of our businesses. Receivable collections improved in 2012 in relation to the increase in 2012 revenue.
|
|
(3)
|
The change in inventory from 2011 to 2012 resulted in a use of cash primarily due to an inventory build to fulfill projected 2012 demand in Agricultural Products and in Specialty Chemicals' BioPolymer division.
|
|
(4)
|
The increased cash outflow in 2012 was driven by the inventory build at the end of 2011 to satisfy projected demand, which was paid during the first quarter 2012.
|
|
(5)
|
These rebates are associated with our Agricultural Products segment and are primarily in North America and Brazil and generally settle in the fourth quarter of each year. The increase from 2011 to 2012 is primarily associated with the increased sales for Agricultural Products in North America.
|
|
(6)
|
Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities.
|
|
(7)
|
See Note 8 in our condensed consolidated financial statements included in this Form 10-Q for further details. The higher payments in 2011 was primarily associated with the exit of the phosphate business at our Huelva, Spain facility at the end of 2010.
|
|
(8)
|
Included in our income for both periods presented are environmental charges of $2.5 million and $3.0 million, respectively, for environmental remediation at our operating sites. The amounts in 2012 will be spent in years beyond second quarter 2012. The amounts in this row represent environmental remediation spending at our operating sites which were recorded against pre-existing reserves, net of recoveries.
|
|
(9)
|
Amounts include voluntary contributions to our U.S. defined benefit plan of
$28.0 million
and $36.0 million, respectively.
|
|
|
|
|
|
|
|
Publicly Announced Program
|
||||||||||||
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased
|
|
Total Dollar
Amount
Purchased
|
|
Maximum Dollar Value of
Shares that May Yet be
Purchased
|
||||||||
|
Total Q1 2012
|
|
3,139,712
|
|
|
$
|
47.20
|
|
|
3,072,540
|
|
|
$
|
144,947,279
|
|
|
$
|
244,811,313
|
|
|
April 1-30, 2012
|
|
80
|
|
|
$
|
53.16
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
244,811,313
|
|
|
May 1-31, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
244,811,313
|
|
|
|
June 1-30, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
244,811,313
|
|
|
Total Q2 2012
|
|
80
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
244,811,313
|
|
|
Total
|
|
3,139,792
|
|
|
$
|
47.20
|
|
|
3,072,540
|
|
|
$
|
144,947,279
|
|
|
$
|
244,811,313
|
|
|
12
|
|
Statements of Computation of Ratios of Earnings to Fixed Charges
|
|
|
|
|
|
15
|
|
Awareness Letter of KPMG LLP
|
|
|
|
|
|
31.1
|
|
Chief Executive Officer Certification
|
|
|
|
|
|
31.2
|
|
Chief Financial Officer Certification
|
|
|
|
|
|
32.1
|
|
CEO Certification of Quarterly Report
|
|
|
|
|
|
32.2
|
|
CFO Certification of Quarterly Report
|
|
|
|
|
|
95
|
|
Mine Safety Disclosures
|
|
|
|
|
|
101
|
|
Interactive Data File
|
|
|
FMC CORPORATION
(Registrant)
|
|
|
|
|
|
|
|
|
|
By:
|
/
S
/ W. K
IM
F
OSTER
|
|
|
|
|
W. Kim Foster
Executive Vice President and
Chief Financial Officer
|
|
|
Exhibit No.
|
|
Exhibit Description
|
|
12
|
|
Statements of Computation of Ratios of Earnings to Fixed Charges
|
|
|
|
|
|
15
|
|
Awareness Letter of KPMG LLP
|
|
|
|
|
|
31.1
|
|
Chief Executive Officer Certification
|
|
|
|
|
|
31.2
|
|
Chief Financial Officer Certification
|
|
|
|
|
|
32.1
|
|
CEO Certification of Quarterly Report
|
|
|
|
|
|
32.2
|
|
CFO Certification of Quarterly Report
|
|
|
|
|
|
95
|
|
Mine Safety Disclosures
|
|
|
|
|
|
101
|
|
Interactive Data File
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
Customers
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|