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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
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94-0479804
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1735 Market Street
Philadelphia, Pennsylvania
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19103
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(Address of principal executive offices)
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(Zip Code)
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LARGE ACCELERATED FILER
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x
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ACCELERATED FILER
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o
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NON-ACCELERATED FILER
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o
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SMALLER REPORTING COMPANY
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o
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Class
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Outstanding at June 30, 2014
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Common Stock, par value $0.10 per share
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133,241,113
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Page
No.
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(in Millions, Except Per Share Data)
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Three Months Ended June 30
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Six Months Ended June 30
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||||||||||||
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2014
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2013
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2014
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2013
|
|||||||||
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(unaudited)
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(unaudited)
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||||||||||||
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Revenue
|
$
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987.8
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$
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876.0
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$
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1,929.6
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$
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1,786.7
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Costs and Expenses
|
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||||||||
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Costs of sales and services
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630.2
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548.5
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1,243.5
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1,105.6
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||||
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||||||||
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Gross margin
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357.6
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327.5
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686.1
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681.1
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||||
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||||||||
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Selling, general and administrative expenses
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125.0
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127.3
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244.4
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249.2
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||||
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Research and development expenses
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33.2
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27.7
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59.3
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55.7
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||||
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Restructuring and other charges (income)
|
2.7
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5.9
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9.4
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15.2
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||||
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Business separation costs
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13.8
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—
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16.8
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—
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||||
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Total costs and expenses
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804.9
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709.4
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1,573.4
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1,425.7
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||||
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Income from continuing operations before equity in (earnings) loss of affiliates, interest expense, net and income taxes
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182.9
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166.6
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356.2
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361.0
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||||
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Equity in (earnings) loss of affiliates
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0.2
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0.1
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0.2
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0.4
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||||
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Interest expense, net
|
15.3
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|
11.1
|
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28.8
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21.6
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||||
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Income from continuing operations before income taxes
|
167.4
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155.4
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327.2
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339.0
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||||
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Provision for income taxes
|
41.5
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35.7
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80.8
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81.1
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||||
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Income from continuing operations
|
125.9
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119.7
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246.4
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257.9
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||||
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Discontinued operations, net of income taxes
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(12.6
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)
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1.5
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(62.7
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)
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(1.7
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)
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||||
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Net income
|
113.3
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121.2
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183.7
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256.2
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||||
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Less: Net income attributable to noncontrolling interests
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4.2
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3.2
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9.0
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7.3
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||||
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Net income attributable to FMC stockholders
|
$
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109.1
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$
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118.0
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$
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174.7
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$
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248.9
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Amounts attributable to FMC stockholders:
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Continuing operations, net of income taxes
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$
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121.7
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$
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116.5
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$
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237.4
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$
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250.6
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Discontinued operations, net of income taxes
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(12.6
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)
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1.5
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(62.7
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)
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(1.7
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)
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||||
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Net income attributable to FMC stockholders
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$
|
109.1
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$
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118.0
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$
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174.7
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$
|
248.9
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Basic earnings (loss) per common share attributable to FMC stockholders:
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Continuing operations
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$
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0.91
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$
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0.85
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$
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1.78
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$
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1.83
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Discontinued operations
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(0.09
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)
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0.01
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(0.47
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)
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(0.01
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)
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||||
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Net income attributable to FMC stockholders
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$
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0.82
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$
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0.86
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$
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1.31
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$
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1.82
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Diluted earnings (loss) per common share attributable to FMC stockholders:
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||||||||
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Continuing operations
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$
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0.90
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$
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0.85
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$
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1.77
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$
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1.82
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Discontinued operations
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(0.09
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)
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0.01
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(0.47
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)
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(0.01
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)
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||||
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Net income attributable to FMC stockholders
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$
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0.81
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$
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0.86
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$
|
1.30
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$
|
1.81
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|
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(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
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2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
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Net income
|
$
|
113.3
|
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|
$
|
121.2
|
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$
|
183.7
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$
|
256.2
|
|
|
Other comprehensive income (loss), net of tax:
|
|
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|
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|
||||||||
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Foreign currency translation adjustments
(1)
|
(3.5
|
)
|
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1.1
|
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46.4
|
|
|
(13.5
|
)
|
||||
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|
||||||||
|
Derivative instruments:
|
|
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|
|
|
|
|
||||||||
|
Unrealized hedging gains (losses) and other, net of tax of $1.1 and $2.4 for the three and six months ended 2014 and $(5.1) and $(1.5) for the three and six months ended 2013, respectively
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2.0
|
|
|
(9.4
|
)
|
|
4.5
|
|
|
(3.2
|
)
|
||||
|
Reclassification of deferred hedging (gains) losses and other, included in net income, net of tax of $0.6 and $1.0 for the three and six months ended 2014 and $(0.6) and $(1.0) for the three and six months ended 2013, respectively
(3)
|
1.1
|
|
|
(1.4
|
)
|
|
2.2
|
|
|
(2.1
|
)
|
||||
|
Total derivative instruments, net of tax of $1.7 and $3.4 for the three and six months ended 2014 and $(5.7) and $(2.5) for the three and six months ended 2013, respectively
|
3.1
|
|
|
(10.8
|
)
|
|
6.7
|
|
|
(5.3
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
|
Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax of zero for the three and six months ended 2014 and zero and $0.1 for the three and six months ended 2013, respectively
(2)
|
(0.6
|
)
|
|
(0.5
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
||||
|
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, net of tax of $3.7 and $6.9 for the three and six months ended 2014 and $6.6 and $13.0 for the three and six months ended 2013, respectively
(3)
|
6.7
|
|
|
10.7
|
|
|
12.7
|
|
|
21.5
|
|
||||
|
Total pension and other postretirement benefits, net of tax of $3.7 and $6.9 for the three and six months ended 2014 and $6.6 and $13.1 for the three and six months end 2013, respectively
|
6.1
|
|
|
10.2
|
|
|
12.6
|
|
|
21.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
5.7
|
|
|
0.5
|
|
|
65.7
|
|
|
2.8
|
|
||||
|
Comprehensive income
|
$
|
119.0
|
|
|
$
|
121.7
|
|
|
$
|
249.4
|
|
|
$
|
259.0
|
|
|
Less: Comprehensive income attributable to the noncontrolling interest
|
3.4
|
|
|
3.9
|
|
|
8.5
|
|
|
7.9
|
|
||||
|
Comprehensive income attributable to FMC stockholders
|
$
|
115.6
|
|
|
$
|
117.8
|
|
|
$
|
240.9
|
|
|
$
|
251.1
|
|
|
(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. The amount for the six months end June 30, 2014 includes reclassification to net income due to the divestiture of our FMC Peroxygens business, see Note 14 for more information. In accordance with accounting guidance, this amount was previously factored into the lower of cost or fair value test associated with the 2013 Peroxygens' asset held for sale write-down charges.
|
|
(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.
|
|
(3)
|
For more detail on the components of these reclassifications and the affected line item in the Condensed Consolidated Statements of Income see Note 14.
|
|
(in Millions, Except Share and Par Value Data)
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
ASSETS
|
(unaudited)
|
||||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
114.4
|
|
|
$
|
123.2
|
|
|
Trade receivables,
net of allowance - 2014: $31.0; 2013: $30.2
|
1,500.0
|
|
|
1,484.3
|
|
||
|
Inventories
|
738.2
|
|
|
688.4
|
|
||
|
Prepaid and other current assets
|
183.0
|
|
|
236.8
|
|
||
|
Deferred income taxes
|
216.4
|
|
|
214.0
|
|
||
|
Current assets of discontinued operations held for sale
|
—
|
|
|
198.3
|
|
||
|
Total current assets
|
$
|
2,752.0
|
|
|
$
|
2,945.0
|
|
|
Investments
|
26.7
|
|
|
26.8
|
|
||
|
Property, plant and equipment, net
|
1,284.9
|
|
|
1,248.3
|
|
||
|
Goodwill
|
387.8
|
|
|
389.4
|
|
||
|
Other intangibles, net
|
265.6
|
|
|
272.3
|
|
||
|
Other assets
|
309.0
|
|
|
262.0
|
|
||
|
Deferred income taxes
|
101.3
|
|
|
91.4
|
|
||
|
Total assets
|
$
|
5,127.3
|
|
|
$
|
5,235.2
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Short-term debt and current portion of long-term debt
|
$
|
544.2
|
|
|
$
|
697.8
|
|
|
Accounts payable, trade and other
|
393.3
|
|
|
475.2
|
|
||
|
Advance payments from customers
|
4.0
|
|
|
178.9
|
|
||
|
Accrued and other liabilities
|
298.8
|
|
|
307.0
|
|
||
|
Accrued customer rebates
|
350.1
|
|
|
203.7
|
|
||
|
Guarantees of vendor financing
|
52.5
|
|
|
27.9
|
|
||
|
Accrued pension and other postretirement benefits, current
|
12.7
|
|
|
12.7
|
|
||
|
Income taxes
|
37.3
|
|
|
35.3
|
|
||
|
Current liabilities of discontinued operations held for sale
|
—
|
|
|
48.2
|
|
||
|
Total current liabilities
|
$
|
1,692.9
|
|
|
$
|
1,986.7
|
|
|
Long-term debt, less current portion
|
1,153.7
|
|
|
1,154.1
|
|
||
|
Accrued pension and other postretirement benefits, long-term
|
49.0
|
|
|
57.8
|
|
||
|
Environmental liabilities, continuing and discontinued
|
170.5
|
|
|
175.2
|
|
||
|
Deferred income taxes
|
75.1
|
|
|
73.1
|
|
||
|
Other long-term liabilities
|
217.7
|
|
|
216.2
|
|
||
|
Commitments and contingent liabilities
(Note 18)
|
|
|
|
||||
|
Equity
|
|
|
|
||||
|
Preferred stock
, no par value, authorized 5,000,000 shares; no shares issued in 2014 or 2013
|
—
|
|
|
—
|
|
||
|
Common stock
, $0.10 par value, authorized 260,000,000 shares; 185,983,792 issued shares at 2014 and 2013
|
18.6
|
|
|
18.6
|
|
||
|
Capital in excess of par value of common stock
|
435.7
|
|
|
448.3
|
|
||
|
Retained earnings
|
2,891.8
|
|
|
2,757.3
|
|
||
|
Accumulated other comprehensive income (loss)
|
(135.7
|
)
|
|
(201.9
|
)
|
||
|
Treasury stock
, common, at cost - 2014: 52,742,679 shares, 2013: 53,098,103 shares
|
(1,499.8
|
)
|
|
(1,502.5
|
)
|
||
|
Total FMC stockholders’ equity
|
$
|
1,710.6
|
|
|
$
|
1,519.8
|
|
|
Noncontrolling interests
|
57.8
|
|
|
52.3
|
|
||
|
Total equity
|
$
|
1,768.4
|
|
|
$
|
1,572.1
|
|
|
Total liabilities and equity
|
$
|
5,127.3
|
|
|
$
|
5,235.2
|
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2014
|
|
2013
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Net income
|
$
|
183.7
|
|
|
$
|
256.2
|
|
|
Discontinued operations
|
62.7
|
|
|
1.7
|
|
||
|
Income from continuing operations
|
$
|
246.4
|
|
|
$
|
257.9
|
|
|
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Depreciation and amortization
|
65.7
|
|
|
57.5
|
|
||
|
Equity in (earnings) loss of affiliates
|
0.2
|
|
|
0.4
|
|
||
|
Restructuring and other charges (income)
|
9.4
|
|
|
15.2
|
|
||
|
Deferred income taxes
|
(20.8
|
)
|
|
15.0
|
|
||
|
Pension and other postretirement benefits
|
17.5
|
|
|
36.2
|
|
||
|
Share-based compensation
|
8.4
|
|
|
8.8
|
|
||
|
Excess tax benefits from share-based compensation
|
(4.0
|
)
|
|
(6.3
|
)
|
||
|
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
|
Trade receivables, net
|
(15.2
|
)
|
|
29.9
|
|
||
|
Guarantees of vendor financing
|
24.6
|
|
|
(17.0
|
)
|
||
|
Inventories
|
(50.2
|
)
|
|
10.4
|
|
||
|
Other current assets and other assets
|
(8.9
|
)
|
|
(21.8
|
)
|
||
|
Accounts payable
|
(52.3
|
)
|
|
(71.7
|
)
|
||
|
Accrued and other current liabilities and other liabilities
|
(5.0
|
)
|
|
(19.8
|
)
|
||
|
Advance payments from customers
|
(174.9
|
)
|
|
(135.1
|
)
|
||
|
Accrued payroll
|
(21.8
|
)
|
|
(19.9
|
)
|
||
|
Accrued customer rebates
|
146.0
|
|
|
178.8
|
|
||
|
Income taxes
|
38.3
|
|
|
(18.1
|
)
|
||
|
Pension and other postretirement benefit contributions
|
(45.2
|
)
|
|
(43.0
|
)
|
||
|
Environmental spending, continuing, net of recoveries
|
(5.1
|
)
|
|
(2.9
|
)
|
||
|
Restructuring and other spending
|
(4.6
|
)
|
|
(6.5
|
)
|
||
|
Cash provided (required) by operating activities of continuing operations
|
$
|
148.5
|
|
|
$
|
248.0
|
|
|
|
|
|
|
||||
|
Cash provided (required) by operating activities of discontinued operations:
|
|
|
|
||||
|
Environmental spending, discontinued, net of recoveries
|
(9.9
|
)
|
|
(17.2
|
)
|
||
|
Operating activities of discontinued operations of FMC Peroxygens
|
(1.2
|
)
|
|
1.7
|
|
||
|
Payments of other discontinued reserves, net of recoveries
|
(22.3
|
)
|
|
0.6
|
|
||
|
Cash provided (required) by operating activities of discontinued operations
|
$
|
(33.4
|
)
|
|
$
|
(14.9
|
)
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2014
|
|
2013
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by investing activities of continuing operations:
|
|
|
|
||||
|
Capital expenditures
|
$
|
(120.6
|
)
|
|
$
|
(85.0
|
)
|
|
Proceeds from disposal of property, plant and equipment
|
0.1
|
|
|
1.7
|
|
||
|
Acquisitions, net of cash acquired
|
—
|
|
|
(0.2
|
)
|
||
|
Investments in nonconsolidated affiliates
|
(0.4
|
)
|
|
(4.5
|
)
|
||
|
Other investing activities
|
(4.4
|
)
|
|
(13.4
|
)
|
||
|
Cash provided (required) by investing activities of continuing operations
|
$
|
(125.3
|
)
|
|
$
|
(101.4
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by investing activities of discontinued operations:
|
|
|
|
||||
|
Proceeds from FMC Peroxygens divestiture
|
199.1
|
|
|
—
|
|
||
|
Other discontinued investing activities
|
0.9
|
|
|
(11.3
|
)
|
||
|
Cash provided (required) by investing activities of discontinued operations
|
$
|
200.0
|
|
|
$
|
(11.3
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by financing activities of continuing operations:
|
|
|
|
||||
|
Net borrowings (repayments) under committed credit facility
|
—
|
|
|
(130.0
|
)
|
||
|
Increase (decrease) in short-term debt
|
(138.0
|
)
|
|
236.6
|
|
||
|
Repayments of long-term debt
|
(17.3
|
)
|
|
(0.4
|
)
|
||
|
Proceeds from borrowings of long-term debt
|
—
|
|
|
0.5
|
|
||
|
Net distributions to and acquisitions of noncontrolling interests
|
(11.5
|
)
|
|
(86.6
|
)
|
||
|
Issuances of common stock, net
|
6.7
|
|
|
8.4
|
|
||
|
Excess tax benefits from share-based compensation
|
4.0
|
|
|
6.3
|
|
||
|
Dividends paid
|
(38.0
|
)
|
|
(37.1
|
)
|
||
|
Repurchases of common stock under publicly announced program
|
—
|
|
|
(109.9
|
)
|
||
|
Other repurchases of common stock
|
(4.1
|
)
|
|
(6.4
|
)
|
||
|
Contingent consideration paid
|
—
|
|
|
(0.5
|
)
|
||
|
Cash provided (required) by financing activities of continuing operations
|
$
|
(198.2
|
)
|
|
$
|
(119.1
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.4
|
)
|
|
(1.0
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
(8.8
|
)
|
|
0.3
|
|
||
|
Cash and cash equivalents, beginning of period
|
123.2
|
|
|
77.1
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
114.4
|
|
|
$
|
77.4
|
|
|
(in Millions)
|
FMC Agricultural
Solutions
|
|
FMC Health and Nutrition
|
|
FMC Minerals
|
|
Total
|
||||||||
|
Balance, December 31, 2013
|
$
|
31.0
|
|
|
$
|
358.4
|
|
|
$
|
—
|
|
|
$
|
389.4
|
|
|
Foreign currency adjustments
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||
|
Balance, June 30, 2014
|
$
|
31.0
|
|
|
$
|
356.8
|
|
|
$
|
—
|
|
|
$
|
387.8
|
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
(in Millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
Intangible assets subject to amortization (finite-lived)
|
|||||||||||||||||||||||
|
Customer relationships
|
$
|
159.8
|
|
|
$
|
(19.5
|
)
|
|
$
|
140.3
|
|
|
$
|
159.3
|
|
|
$
|
(15.2
|
)
|
|
$
|
144.1
|
|
|
Patents
|
1.8
|
|
|
(0.1
|
)
|
|
1.7
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
|
Trademarks and trade names
|
1.3
|
|
|
(0.5
|
)
|
|
0.8
|
|
|
1.3
|
|
|
(0.4
|
)
|
|
0.9
|
|
||||||
|
Purchased and licensed technologies
|
75.2
|
|
|
(22.2
|
)
|
|
53.0
|
|
|
75.6
|
|
|
(19.3
|
)
|
|
56.3
|
|
||||||
|
Other intangibles
|
3.6
|
|
|
(2.4
|
)
|
|
1.2
|
|
|
4.3
|
|
|
(2.8
|
)
|
|
1.5
|
|
||||||
|
|
$
|
241.7
|
|
|
$
|
(44.7
|
)
|
|
$
|
197.0
|
|
|
$
|
240.9
|
|
|
$
|
(37.7
|
)
|
|
$
|
203.2
|
|
|
Intangible assets not subject to amortization (indefinite life)
|
|||||||||||||||||||||||
|
Trademarks and trade names
|
$
|
66.5
|
|
|
|
|
$
|
66.5
|
|
|
$
|
67.0
|
|
|
|
|
$
|
67.0
|
|
||||
|
In-process research & development
|
2.1
|
|
|
|
|
2.1
|
|
|
2.1
|
|
|
|
|
2.1
|
|
||||||||
|
|
$
|
68.6
|
|
|
|
|
$
|
68.6
|
|
|
$
|
69.1
|
|
|
|
|
$
|
69.1
|
|
||||
|
Total intangible assets
|
$
|
310.3
|
|
|
$
|
(44.7
|
)
|
|
$
|
265.6
|
|
|
$
|
310.0
|
|
|
$
|
(37.7
|
)
|
|
$
|
272.3
|
|
|
(in Millions)
|
Finite-lived
|
|
Indefinite Life
|
||||
|
FMC Agricultural Solutions
|
$
|
104.2
|
|
|
$
|
35.2
|
|
|
FMC Health and Nutrition
|
91.7
|
|
|
33.4
|
|
||
|
FMC Minerals
|
1.1
|
|
|
—
|
|
||
|
Total
|
$
|
197.0
|
|
|
$
|
68.6
|
|
|
(in Millions)
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
Finished goods
|
$
|
330.9
|
|
|
$
|
283.0
|
|
|
Work in process
|
236.8
|
|
|
276.7
|
|
||
|
Raw materials, supplies and other
|
341.1
|
|
|
297.8
|
|
||
|
First-in, first-out inventory
|
$
|
908.8
|
|
|
$
|
857.5
|
|
|
Less: Excess of first-in, first-out cost over last-in, first-out cost
|
(170.6
|
)
|
|
(169.1
|
)
|
||
|
Net inventories
|
$
|
738.2
|
|
|
$
|
688.4
|
|
|
(in Millions)
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
Property, plant and equipment
|
$
|
2,745.9
|
|
|
$
|
2,663.2
|
|
|
Accumulated depreciation
|
(1,461.0
|
)
|
|
(1,414.9
|
)
|
||
|
Property, plant and equipment, net
|
$
|
1,284.9
|
|
|
$
|
1,248.3
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Restructuring charges and asset disposals
|
$
|
1.4
|
|
|
$
|
3.8
|
|
|
$
|
6.7
|
|
|
$
|
11.6
|
|
|
Other charges (income), net
|
1.3
|
|
|
2.1
|
|
|
2.7
|
|
|
3.6
|
|
||||
|
Total restructuring and other charges
|
$
|
2.7
|
|
|
$
|
5.9
|
|
|
$
|
9.4
|
|
|
$
|
15.2
|
|
|
|
Restructuring Charges
|
|
|
|
|
||||||||||
|
(in Millions)
|
Severance and Employee Benefits (1)
|
|
Other Charges (Income) (2)
|
|
Asset Disposal Charges (3)
|
|
Total
|
||||||||
|
Health and Nutrition Restructuring
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
Lithium Restructuring
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
|
Other Items
|
—
|
|
|
0.6
|
|
|
—
|
|
|
0.6
|
|
||||
|
Three months ended June 30, 2014
|
$
|
0.9
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
Lithium Restructuring
|
1.1
|
|
|
1.4
|
|
|
1.0
|
|
|
3.5
|
|
||||
|
Other Items
|
(0.1
|
)
|
|
0.4
|
|
|
—
|
|
|
0.3
|
|
||||
|
Three months ended June 30, 2013
|
$
|
1.0
|
|
|
$
|
1.8
|
|
|
$
|
1.0
|
|
|
$
|
3.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Health and Nutrition Restructuring
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
|
Lithium Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Other Items
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||
|
Six months ended June 30, 2014
|
$
|
5.8
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
6.7
|
|
|
Lithium Restructuring
|
3.7
|
|
|
3.6
|
|
|
2.0
|
|
|
9.3
|
|
||||
|
Other Items
|
1.7
|
|
|
0.6
|
|
|
—
|
|
|
2.3
|
|
||||
|
Six months ended June 30, 2013
|
$
|
5.4
|
|
|
$
|
4.2
|
|
|
$
|
2.0
|
|
|
$
|
11.6
|
|
|
(1)
|
Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits.
|
|
(2)
|
Primarily represents costs associated with 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 restructurings.
|
|
(3)
|
Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred, the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset disposal charges, see Note 8.
|
|
(in Millions)
|
Balance at
12/31/13
(4)
|
|
Change in
reserves
(2)
|
|
Cash
payments
|
|
Other
(3)
|
|
Balance at
6/30/14
(4)
|
||||||||||
|
Health and Nutrition Restructuring
|
$
|
—
|
|
|
$
|
5.8
|
|
|
$
|
(3.9
|
)
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
Lithium Restructuring
|
0.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.2
|
|
|||||
|
Other Workforce Related and Facility Shutdowns
(1)
|
2.8
|
|
|
0.9
|
|
|
(0.6
|
)
|
|
—
|
|
|
3.1
|
|
|||||
|
Restructuring activities related to discontinued operations
(5)
|
3.0
|
|
|
1.9
|
|
|
(3.5
|
)
|
|
—
|
|
|
1.4
|
|
|||||
|
Total
|
$
|
6.1
|
|
|
$
|
8.6
|
|
|
$
|
(8.1
|
)
|
|
$
|
—
|
|
|
$
|
6.6
|
|
|
(1)
|
Primarily severance costs related to workforce reductions and facility shutdowns noted in the “Other Items” sections above.
|
|
(2)
|
Primarily severance, exited lease, contract termination and other miscellaneous exit costs. Any 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” on the condensed consolidated balance sheets.
|
|
(5)
|
Cash spending associated with restructuring activities of discontinued operations is reported within Payments of other discontinued reserves, net of recoveries on the condensed consolidated statements of cash flows.
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Environmental charges, net
|
$
|
1.3
|
|
|
$
|
1.0
|
|
|
$
|
2.7
|
|
|
$
|
2.0
|
|
|
Other, net
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.6
|
|
||||
|
Other charges (income), net
|
$
|
1.3
|
|
|
$
|
2.1
|
|
|
$
|
2.7
|
|
|
$
|
3.6
|
|
|
(in Millions)
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
Short-term foreign debt
(1)
|
$
|
31.7
|
|
|
$
|
7.1
|
|
|
Commercial paper
(2)
|
493.6
|
|
|
656.0
|
|
||
|
Total short-term debt
|
$
|
525.3
|
|
|
$
|
663.1
|
|
|
Current portion of long-term debt
|
18.9
|
|
|
34.7
|
|
||
|
Short-term debt and current portion of long-term debt
|
$
|
544.2
|
|
|
$
|
697.8
|
|
|
(1)
|
We often provide parent-company guarantees to lending institutions that extend credit to our foreign consolidated subsidiaries. Since these guarantees are provided to consolidated subsidiaries the consolidated financial position is not affected by the issuance of these guarantees.
|
|
(2)
|
At June 30, 2014, the average effective interest rate on the borrowings was
0.33%
.
|
|
(in Millions)
|
June 30, 2014
|
|
|
|
|
||||||
|
Interest Rate
Percentage
|
|
Maturity
Date
|
|
June 30, 2014
|
|
December 31, 2013
|
|||||
|
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)
|
0.2-6.5%
|
|
2014-2035
|
|
$
|
158.0
|
|
|
$
|
174.0
|
|
|
Senior notes (less unamortized discount of $2.1 and $2.2, respectively)
|
3.95-5.2%
|
|
2019-2024
|
|
997.9
|
|
|
997.8
|
|
||
|
Credit Facility
(1)
|
2.4%
|
|
2017
|
|
—
|
|
|
—
|
|
||
|
Foreign debt
|
0-9.3%
|
|
2014-2024
|
|
16.7
|
|
|
17.0
|
|
||
|
Total long-term debt
|
|
|
|
|
$
|
1,172.6
|
|
|
$
|
1,188.8
|
|
|
Less: debt maturing within one year
|
|
|
|
|
18.9
|
|
|
34.7
|
|
||
|
Total long-term debt, less current portion
|
|
|
|
|
$
|
1,153.7
|
|
|
$
|
1,154.1
|
|
|
(1)
|
Letters of credit outstanding under our Credit Facility totaled
$93.0 million
and available funds under this facility were
$913.4 million
at
June 30, 2014
(which reflects borrowings under our commercial paper program).
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
83.4
|
|
|
$
|
55.5
|
|
|
$
|
162.9
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(Loss) income from discontinued operations before income taxes
(1)
|
—
|
|
|
1.3
|
|
|
(10.7
|
)
|
|
5.8
|
|
||||
|
Provision for income taxes
|
—
|
|
|
1.2
|
|
|
29.3
|
|
|
3.3
|
|
||||
|
Total discontinued operations of FMC Peroxygens, net of income taxes
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(40.0
|
)
|
|
$
|
2.5
|
|
|
(1)
|
Includes allocated interest expense of
zero
and
$0.8 million
for the three and six months ended June 30, 2014, respectively and
$1.2 million
and
$2.4 million
for the three and six months ended June 30, 2013, respectively. Interest was allocated in accordance with relevant discontinued operations accounting guidance. Interest expense allocated in 2014 was prior to the completed sale. Income from discontinued operations before income taxes for the six months ended June 30, 2014 includes the pre-tax loss of
$10.1 million
discussed in the preceding paragraph.
|
|
(in Millions)
|
December 31, 2013
|
||
|
Assets
|
|
||
|
Current assets of discontinued operations held for sale
(primarily trade receivables and inventories)
|
$
|
94.8
|
|
|
Property, plant & equipment
|
61.1
|
|
|
|
Intangible assets, net
|
2.7
|
|
|
|
Other non-current assets
|
39.7
|
|
|
|
Noncurrent assets of discontinued operations held for sale
|
103.5
|
|
|
|
Total Assets
(1)
|
198.3
|
|
|
|
|
|
||
|
Liabilities
|
|
||
|
Current liabilities of discontinued operations held for sale
|
43.0
|
|
|
|
Noncurrent liabilities of discontinued operations held for sale
|
5.2
|
|
|
|
Total Liabilities
(1)
|
48.2
|
|
|
|
Net Assets
(2)
|
$
|
150.1
|
|
|
(1)
|
Presented as "Current assets\liabilities of discontinued operations held for sale" on the condensed consolidated balance sheet as of December 31, 2013.
|
|
(2)
|
Excludes the net cumulative translation adjustment (CTA) losses of our foreign FMC Peroxygens operations. See Note 14 for the CTA loss recognized upon the divestiture of FMC Peroxygens.
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Adjustment for workers’ compensation, product liability, and other postretirement benefits, net of income tax benefit (expense) of $0.6 for the three and six months ended 2014 and zero and ($0.1) for the three and six months ended 2013, respectively
|
$
|
(1.0
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
0.1
|
|
|
Provision for environmental liabilities, net of recoveries, net of income tax benefit of $4.4 and $7.1 for the three and six months ended 2014 and $1.2 and $2.5 for the three and six months ended 2013, respectively
(1)
|
(7.5
|
)
|
|
(2.1
|
)
|
|
(12.3
|
)
|
|
(4.1
|
)
|
||||
|
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $2.2 and $4.5 for the three and six months ended 2014 and ($2.5) and ($0.4) for the three and six months ended 2013, respectively
|
(3.8
|
)
|
|
4.0
|
|
|
(7.6
|
)
|
|
0.7
|
|
||||
|
Provision for restructuring charges, net of income tax benefit (expense) of $0.2 for the three and six months ended 2014 and $0.1 and $0.3 for the three and six months ended 2013, respectively
(2)
|
(0.3
|
)
|
|
(0.5
|
)
|
|
(1.7
|
)
|
|
(0.9
|
)
|
||||
|
Discontinued operations of FMC Peroxygens, net of income tax benefit (expense) of zero and ($29.3) for the three and six months ended 2014 and ($1.2) and ($3.3) for the three and six months ended 2013, respectively
|
—
|
|
|
0.1
|
|
|
(40.0
|
)
|
|
2.5
|
|
||||
|
Discontinued operations, net of income taxes
|
$
|
(12.6
|
)
|
|
$
|
1.5
|
|
|
$
|
(62.7
|
)
|
|
$
|
(1.7
|
)
|
|
(1)
|
See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during the 2014 in Note 11.
|
|
(2)
|
See roll forward of our restructuring reserves in Note 7.
|
|
(in Millions)
|
Operating and
Discontinued
Sites Total
|
||
|
Total environmental reserves, net of recoveries at December 31, 2013
|
$
|
204.7
|
|
|
Provision
|
27.3
|
|
|
|
Spending, net of recoveries
|
(20.9
|
)
|
|
|
Net change
|
6.4
|
|
|
|
Total environmental reserves, net of recoveries at June 30, 2014
|
$
|
211.1
|
|
|
Environmental reserves, current, net of recoveries
(1)
|
40.6
|
|
|
|
Environmental reserves, long-term continuing and discontinued, net of recoveries
(2)
|
170.5
|
|
|
|
Total environmental reserves, net of recoveries at June 30, 2014
|
$
|
211.1
|
|
|
(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.
|
|
(2)
|
These amounts are included in “Environmental liabilities, continuing and discontinued” on the condensed consolidated balance sheets.
|
|
(in Millions)
|
12/31/2013
|
|
Increase in Recoveries
|
|
Cash Received
|
|
6/30/2014
|
||||||||
|
Environmental liabilities, continuing and discontinued
|
$
|
21.0
|
|
|
$
|
0.9
|
|
|
$
|
(4.5
|
)
|
|
$
|
17.4
|
|
|
Other assets
|
35.5
|
|
|
5.3
|
|
|
(5.9
|
)
|
|
34.9
|
|
||||
|
Total
|
$
|
56.5
|
|
|
$
|
6.2
|
|
|
$
|
(10.4
|
)
|
|
$
|
52.3
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Continuing operations
(1)
|
$
|
1.3
|
|
|
$
|
1.0
|
|
|
$
|
2.7
|
|
|
$
|
2.0
|
|
|
Discontinued operations
(2)
|
11.9
|
|
|
3.2
|
|
|
19.4
|
|
|
6.5
|
|
||||
|
Net environmental provision
|
$
|
13.2
|
|
|
$
|
4.2
|
|
|
$
|
22.1
|
|
|
$
|
8.5
|
|
|
(1)
|
Recorded as a component of “Restructuring and other charges (income)” on our condensed consolidated statements of income. See Note 7.
|
|
(2)
|
Recorded as a component of “Discontinued operations, net of income taxes" on our condensed consolidated statements of income. See Note 10.
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Environmental reserves
(1)
|
$
|
18.4
|
|
|
$
|
5.0
|
|
|
$
|
27.3
|
|
|
$
|
10.3
|
|
|
Other assets
(2)
|
(5.2
|
)
|
|
(0.8
|
)
|
|
(5.2
|
)
|
|
(1.8
|
)
|
||||
|
Net environmental provision
|
$
|
13.2
|
|
|
$
|
4.2
|
|
|
$
|
22.1
|
|
|
$
|
8.5
|
|
|
(1)
|
See above roll forward of our total environmental reserves as presented on our condensed consolidated balance sheets.
|
|
(2)
|
Represents certain environmental recoveries.
|
|
(in Millions, Except Share and Per Share Data)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Earnings (loss) attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations, net of income taxes
|
$
|
121.7
|
|
|
$
|
116.5
|
|
|
$
|
237.4
|
|
|
$
|
250.6
|
|
|
Discontinued operations, net of income taxes
|
(12.6
|
)
|
|
1.5
|
|
|
(62.7
|
)
|
|
(1.7
|
)
|
||||
|
Net income attributable to FMC stockholders
|
$
|
109.1
|
|
|
$
|
118.0
|
|
|
$
|
174.7
|
|
|
$
|
248.9
|
|
|
Less: Distributed and undistributed earnings allocable to restricted award holders
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
(0.9
|
)
|
||||
|
Net income allocable to common stockholders
|
$
|
108.8
|
|
|
$
|
117.6
|
|
|
$
|
174.2
|
|
|
$
|
248.0
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.91
|
|
|
$
|
0.85
|
|
|
$
|
1.78
|
|
|
$
|
1.83
|
|
|
Discontinued operations
|
(0.09
|
)
|
|
0.01
|
|
|
(0.47
|
)
|
|
(0.01
|
)
|
||||
|
Net income attributable to FMC stockholders
|
$
|
0.82
|
|
|
$
|
0.86
|
|
|
$
|
1.31
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.90
|
|
|
$
|
0.85
|
|
|
$
|
1.77
|
|
|
$
|
1.82
|
|
|
Discontinued operations
|
(0.09
|
)
|
|
0.01
|
|
|
(0.47
|
)
|
|
(0.01
|
)
|
||||
|
Net income attributable to FMC stockholders
|
$
|
0.81
|
|
|
$
|
0.86
|
|
|
$
|
1.30
|
|
|
$
|
1.81
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Shares (in thousands):
|
|
|
|
|
|
|
|
||||||||
|
Weighted average number of shares of common stock outstanding - Basic
|
133,339
|
|
|
136,328
|
|
|
133,233
|
|
|
136,810
|
|
||||
|
Weighted average additional shares assuming conversion of potential common shares
|
1,015
|
|
|
813
|
|
|
1,044
|
|
|
926
|
|
||||
|
Shares – diluted basis
|
134,354
|
|
|
137,141
|
|
|
134,277
|
|
|
137,736
|
|
||||
|
(in Millions, Except Per Share Data)
|
FMC
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||
|
Balance at December 31, 2013
|
$
|
1,519.8
|
|
|
$
|
52.3
|
|
|
$
|
1,572.1
|
|
|
Net income
|
174.7
|
|
|
9.0
|
|
|
183.7
|
|
|||
|
Stock compensation plans
|
15.1
|
|
|
—
|
|
|
15.1
|
|
|||
|
Excess tax benefits from share-based compensation
|
4.0
|
|
|
—
|
|
|
4.0
|
|
|||
|
Shares for benefit plan trust
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
|
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax
(1)
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||
|
Net hedging gains/(losses) and other, net of income tax
(1)
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|||
|
Foreign currency translation adjustments
(1)
|
46.9
|
|
|
(0.5
|
)
|
|
46.4
|
|
|||
|
Dividends
($0.30 per share)
|
(40.1
|
)
|
|
—
|
|
|
(40.1
|
)
|
|||
|
Repurchases of common stock
|
(4.1
|
)
|
|
—
|
|
|
(4.1
|
)
|
|||
|
Net distributions and other activities with noncontrolling interests
|
(25.5
|
)
|
|
(3.0
|
)
|
|
(28.5
|
)
|
|||
|
Balance at June 30, 2014
|
$
|
1,710.6
|
|
|
$
|
57.8
|
|
|
$
|
1,768.4
|
|
|
(1)
|
See condensed consolidated statements of comprehensive income.
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income
(1)
|
|
Affected Line Item in the Condensed Consolidated Statements of Income
|
||||||||||||||
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|
|
||||||||||||
|
(in Millions)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Divestiture of FMC Peroxygens
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(49.6
|
)
|
|
$
|
—
|
|
|
Discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency contracts
|
|
$
|
(2.4
|
)
|
|
$
|
0.5
|
|
|
$
|
(3.3
|
)
|
|
$
|
0.4
|
|
|
Costs of sales and services
|
|
Energy contracts
|
|
0.5
|
|
|
0.5
|
|
|
1.5
|
|
|
0.2
|
|
|
Costs of sales and services
|
||||
|
Foreign currency contracts
|
|
0.2
|
|
|
1.1
|
|
|
(1.4
|
)
|
|
2.6
|
|
|
Selling, general and administrative expenses
|
||||
|
Other contracts
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
Interest expense, net
|
||||
|
Total before tax
|
|
$
|
(1.7
|
)
|
|
$
|
2.0
|
|
|
$
|
(3.2
|
)
|
|
$
|
3.1
|
|
|
|
|
|
|
0.6
|
|
|
(0.6
|
)
|
|
1.0
|
|
|
(1.0
|
)
|
|
Provision for income taxes
|
||||
|
Amount included in net income
|
|
$
|
(1.1
|
)
|
|
$
|
1.4
|
|
|
$
|
(2.2
|
)
|
|
$
|
2.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefits
(2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of prior service costs
|
|
$
|
(0.4
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(1.0
|
)
|
|
Selling, general and administrative expenses
|
|
Amortization of unrecognized net actuarial and other gains (losses)
|
|
(8.0
|
)
|
|
(16.8
|
)
|
|
(15.1
|
)
|
|
(33.5
|
)
|
|
Selling, general and administrative expenses
|
||||
|
Recognized loss due to settlement
|
|
$
|
(2.0
|
)
|
|
$
|
—
|
|
|
$
|
(3.6
|
)
|
|
$
|
—
|
|
|
Selling, general and administrative expenses
|
|
Total before tax
|
|
$
|
(10.4
|
)
|
|
$
|
(17.3
|
)
|
|
$
|
(19.6
|
)
|
|
$
|
(34.5
|
)
|
|
|
|
|
|
3.7
|
|
|
6.6
|
|
|
6.9
|
|
|
13.0
|
|
|
Provision for income taxes
|
||||
|
Amount included in net income
|
|
$
|
(6.7
|
)
|
|
$
|
(10.7
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(21.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total reclassifications for the period
|
|
$
|
(7.8
|
)
|
|
$
|
(9.3
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(19.4
|
)
|
|
Amount included in net income
|
|
(1)
|
Amounts in parentheses indicate charges to the condensed consolidated statements of income.
|
|
(2)
|
Pension and other postretirement benefits amounts include the impact from both continuing and discontinued operations. For detail on the continuing operations components of pension and other postretirement benefits, see Note 15.
|
|
(3)
|
The reclassification of historical cumulative translation adjustments was the result of the divestiture of our FMC Peroxygens business during the quarter ended March 31, 2014. The loss recognized from this reclassification is considered permanent for tax purposes and therefore no tax has been provided. See Note 10 for more information. In accordance with accounting guidance, this amount was previously factored into the lower of cost or fair value test associated with the 2013 Peroxygens' asset held for sale write-down charges.
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||||||||||||||||||
|
Pensions
|
|
Other Benefits
|
|
Pensions
|
|
Other Benefits
|
|||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||||||||||
|
Components of net annual benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Service cost
|
$
|
4.9
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.7
|
|
|
$
|
10.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
15.6
|
|
|
13.5
|
|
|
0.3
|
|
|
0.3
|
|
|
31.0
|
|
|
28.0
|
|
|
0.6
|
|
|
0.6
|
|
||||||||
|
Expected return on plan assets
|
(21.6
|
)
|
|
(19.2
|
)
|
|
—
|
|
|
—
|
|
|
(43.2
|
)
|
|
(38.4
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Amortization of prior service cost (credit)
|
0.4
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
||||||||
|
Recognized net actuarial and other (gain) loss
|
7.8
|
|
|
17.5
|
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|
15.7
|
|
|
35.0
|
|
|
(0.8
|
)
|
|
(0.9
|
)
|
||||||||
|
Recognized loss due to settlement
(1)
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net periodic benefit cost from continuing operations
|
$
|
9.1
|
|
|
$
|
17.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
17.7
|
|
|
$
|
36.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
|
(1)
|
Settlement charge is associated with the acceleration of previously deferred pension actuarial losses and was triggered by a lump-sum payout to certain former executives.
|
|
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.
|
|
|
June 30, 2014
|
||||||||||||||||||
|
|
Gross Amount of Derivatives
|
|
|
|
|
|
|
||||||||||||
|
(in Millions)
|
Designated as Cash Flow Hedges
|
|
Not Designated as Hedging Instruments
|
|
Total Gross Amounts
|
|
Gross Amounts Offset in the Consolidated Balance Sheet (3)
|
|
Net Amounts
|
||||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
$
|
5.7
|
|
|
$
|
0.1
|
|
|
$
|
5.8
|
|
|
$
|
(5.4
|
)
|
|
$
|
0.4
|
|
|
Energy contracts
|
1.1
|
|
|
—
|
|
|
1.1
|
|
|
(0.2
|
)
|
|
0.9
|
|
|||||
|
Total derivative assets
(1)
|
$
|
6.8
|
|
|
$
|
0.1
|
|
|
$
|
6.9
|
|
|
$
|
(5.6
|
)
|
|
$
|
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
$
|
(7.5
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(13.7
|
)
|
|
$
|
5.4
|
|
|
$
|
(8.3
|
)
|
|
Energy contracts
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
|||||
|
Total derivative liabilities
(2)
|
$
|
(7.9
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
5.6
|
|
|
$
|
(8.5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(1.1
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(7.2
|
)
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31, 2013
|
||||||||||||||||||
|
|
Gross Amount of Derivatives
|
|
|
||||||||||||||||
|
(in Millions)
|
Designated as Cash Flow Hedges
|
|
Not Designated as Hedging Instruments
|
|
Total Gross Amounts
|
|
Gross Amounts Offset in the Consolidated Balance Sheet (3)
|
|
Net Amounts
|
||||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
$
|
6.3
|
|
|
$
|
5.5
|
|
|
$
|
11.8
|
|
|
$
|
(6.7
|
)
|
|
$
|
5.1
|
|
|
Energy contracts
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
(0.2
|
)
|
|
0.5
|
|
|||||
|
Total derivative assets
(1)
|
$
|
7.0
|
|
|
$
|
5.5
|
|
|
$
|
12.5
|
|
|
$
|
(6.9
|
)
|
|
$
|
5.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
$
|
(17.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(18.3
|
)
|
|
$
|
6.7
|
|
|
$
|
(11.6
|
)
|
|
Energy contracts
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
0.2
|
|
|
(0.4
|
)
|
|||||
|
Total derivative liabilities
(2)
|
$
|
(18.3
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(18.9
|
)
|
|
$
|
6.9
|
|
|
$
|
(12.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(11.3
|
)
|
|
$
|
4.9
|
|
|
$
|
(6.4
|
)
|
|
$
|
—
|
|
|
$
|
(6.4
|
)
|
|
(1)
|
Net balance is included in “Prepaid and other current assets” in the condensed consolidated balance sheets.
|
|
(2)
|
Net balance is included in “Accrued and other liabilities” in the condensed consolidated balance sheets.
|
|
(3)
|
Represents net derivatives positions subject to master netting arrangements.
|
|
|
Three Months Ended June 30
|
||||||||||||||||||||||||||||||
|
|
Contracts
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Foreign Exchange
|
|
Energy
|
|
Other
|
|
Total
|
||||||||||||||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
|
Unrealized hedging gains (losses) and other, net of tax
|
$
|
2.0
|
|
|
$
|
(7.0
|
)
|
|
$
|
—
|
|
|
$
|
(2.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
(9.4
|
)
|
|
Reclassification of deferred hedging (gains) losses, net of tax
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Effective portion
|
1.4
|
|
|
(1.0
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
1.1
|
|
|
(1.4
|
)
|
||||||||
|
Total derivative instrument impact on comprehensive income
|
$
|
3.4
|
|
|
$
|
(8.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
3.1
|
|
|
$
|
(10.8
|
)
|
|
|
|||||||||||||||||||||||||||||||
|
|
Six Months Ended June 30
|
||||||||||||||||||||||||||||||
|
|
Contracts
|
|
|
|
|
||||||||||||||||||||||||||
|
|
Foreign Exchange
|
|
Energy
|
|
Other
|
|
Total
|
||||||||||||||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
|
Unrealized hedging gains (losses) and other, net of tax
|
$
|
3.1
|
|
|
$
|
(3.2
|
)
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
(3.2
|
)
|
|
Reclassification of deferred hedging (gains) losses, net of tax
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Effective portion
|
3.2
|
|
|
(1.9
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
2.2
|
|
|
(2.1
|
)
|
||||||||
|
Total derivative instrument impact on comprehensive income
|
$
|
6.3
|
|
|
$
|
(5.1
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
6.7
|
|
|
$
|
(5.3
|
)
|
|
(1)
|
See Note 14 for classification of amounts within 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)
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Foreign exchange contracts
|
Cost of sales and services
|
$
|
6.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.3
|
|
|
$
|
(2.5
|
)
|
|
Total
|
|
$
|
6.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
1.3
|
|
|
$
|
(2.5
|
)
|
|
(in Millions)
|
June 30, 2014
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities
(1)
:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
|
Other
(2)
|
30.6
|
|
|
30.6
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
31.9
|
|
|
$
|
30.6
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities
(1)
:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
8.3
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
||||
|
Other
(3)
|
35.0
|
|
|
33.9
|
|
|
1.1
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
43.5
|
|
|
$
|
33.9
|
|
|
$
|
9.6
|
|
|
$
|
—
|
|
|
(1)
|
See the Fair Value of Derivative Instruments table within this Note for classifications on our condensed consolidated balance sheet.
|
|
(2)
|
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.
|
|
(3)
|
Consists of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts due are included in “Other long-term liabilities” in the condensed consolidated balance sheets. Level 2 liabilities represent liability-based awards associated with non-employees.
|
|
(in Millions)
|
December 31, 2013
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities
(1)
:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
$
|
0.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
5.1
|
|
|
—
|
|
|
5.1
|
|
|
—
|
|
||||
|
Other
(2)
|
32.7
|
|
|
32.7
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
38.3
|
|
|
$
|
32.7
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities
(1)
:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
11.6
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
||||
|
Other
(3)
|
37.4
|
|
|
37.4
|
|
|
—
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
49.4
|
|
|
$
|
37.4
|
|
|
$
|
12.0
|
|
|
$
|
—
|
|
|
(1)
|
See the Fair Value of Derivative Instruments table within this Note for classification on our condensed consolidated balance sheet.
|
|
(2)
|
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.
|
|
(3)
|
Consist 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)
|
June 30, 2014
|
|
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, 2014)
|
||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities associated with exit activities
(1)
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
(5.8
|
)
|
|
Total liabilities
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
(5.8
|
)
|
|
(1)
|
This amount represents severance liabilities associated with the Health and Nutrition restructuring as further described in Note 7.
|
|
(in Millions)
|
December 31, 2013
|
|
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,
2013)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net assets of discontinued operations held for sale
(1)
|
$
|
150.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150.1
|
|
|
$
|
(156.7
|
)
|
|
Long-lived assets associated with exit activities
(2)
|
2.6
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|
(1.9
|
)
|
|||||
|
Total assets
|
$
|
152.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
152.7
|
|
|
$
|
(158.6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities associated with exit activities
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7.2
|
)
|
|
(1)
|
We assessed the carrying value of the net assets held for sale of our discontinued FMC Peroxygens segment at December 31, 2013. This charge was recorded in "Discontinued operations, net of income taxes" for the year ended December 31, 2013. Our evaluation of fair value, less cost to sell was based on the signed definitive agreement with One Equity Partners.
|
|
(2)
|
We recorded charges, within our FMC Minerals segment, to write down the value of certain long-lived assets to their fair value related to our Lithium restructuring.
|
|
(3)
|
This amount represents severance liabilities associated with the Lithium restructuring.
|
|
(in Millions)
|
|
||
|
Guarantees:
|
|
||
|
Guarantees of vendor financing
(1)
|
$
|
52.5
|
|
|
Debt guarantees
(2)
|
71.7
|
|
|
|
Total
|
$
|
124.2
|
|
|
(1)
|
Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.”
|
|
(2)
|
These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions custome
rs.
The liability for the guarantees is recorded at an amount that approximates fair-value (i.e. representing the stand-ready obligation) based on our historical collection experience and a current assessment of credit exposure. We believe the
fair-value of these guarantees are immaterial.
The majority of these guarantees have an expiration date of less than one year.
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
531.2
|
|
|
$
|
442.6
|
|
|
$
|
998.1
|
|
|
$
|
937.8
|
|
|
FMC Health and Nutrition
|
207.1
|
|
|
189.9
|
|
|
433.3
|
|
|
381.8
|
|
||||
|
FMC Minerals
|
249.6
|
|
|
244.4
|
|
|
498.3
|
|
|
469.0
|
|
||||
|
Eliminations
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(1.9
|
)
|
||||
|
Total
|
$
|
987.8
|
|
|
$
|
876.0
|
|
|
$
|
1,929.6
|
|
|
$
|
1,786.7
|
|
|
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
130.7
|
|
|
$
|
124.7
|
|
|
$
|
250.8
|
|
|
$
|
288.0
|
|
|
FMC Health and Nutrition
|
49.1
|
|
|
44.3
|
|
|
100.0
|
|
|
88.0
|
|
||||
|
FMC Minerals
|
42.8
|
|
|
35.4
|
|
|
79.6
|
|
|
64.4
|
|
||||
|
Eliminations
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
|
Segment operating profit
|
$
|
222.6
|
|
|
$
|
204.3
|
|
|
430.4
|
|
|
440.2
|
|
||
|
Corporate and other
|
(19.6
|
)
|
|
(20.3
|
)
|
|
(37.1
|
)
|
|
(40.1
|
)
|
||||
|
Operating profit before the items listed below
|
$
|
203.0
|
|
|
$
|
184.0
|
|
|
$
|
393.3
|
|
|
$
|
400.1
|
|
|
Interest expense, net
|
(15.3
|
)
|
|
(11.1
|
)
|
|
(28.8
|
)
|
|
(21.6
|
)
|
||||
|
Restructuring and other (charges) income
(1)
|
(2.7
|
)
|
|
(5.9
|
)
|
|
(9.4
|
)
|
|
(15.2
|
)
|
||||
|
Non-operating pension and postretirement (charges) income
(2)
|
(2.7
|
)
|
|
(11.6
|
)
|
|
(6.9
|
)
|
|
(24.3
|
)
|
||||
|
Business separation costs
(3)
|
(13.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
||||
|
Acquisition related charges
(4)
|
(1.1
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
||||
|
Provision for income taxes
|
(41.5
|
)
|
|
(35.7
|
)
|
|
(80.8
|
)
|
|
(81.1
|
)
|
||||
|
Discontinued operations, net of income taxes
|
(12.6
|
)
|
|
1.5
|
|
|
(62.7
|
)
|
|
(1.7
|
)
|
||||
|
Net income attributable to noncontrolling interests
|
$
|
(4.2
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(9.0
|
)
|
|
$
|
(7.3
|
)
|
|
Net income attributable to FMC stockholders
|
$
|
109.1
|
|
|
$
|
118.0
|
|
|
$
|
174.7
|
|
|
$
|
248.9
|
|
|
(1)
|
See Note 7 for details of restructuring and other charges (income). Amounts for the three months ended
June 30, 2014
, relate to FMC Health and Nutrition of
$1.0 million
, FMC Minerals of
$(0.1) million
and Corporate of
$1.8 million
. Amounts for the three months ended
June 30, 2013
, relate to FMC Agricultural Solutions of
$1.4 million
, FMC Minerals of
$3.5 million
and Corporate of
$1.0 million
. Amounts for the six months ended
June 30, 2014
, relate to FMC Health and Nutrition of
$5.9 million
and Corporate of
$3.5 million
. Amounts for the six months ended June 30, 2013, relate to FMC Agricultural Solutions of
$2.0 million
, FMC Health and Nutrition of
$0.6 million
, FMC Minerals of
$9.3 million
and Corporate of
$3.3 million
.
|
|
(2)
|
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 from our segments 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. These expenses are included as a component of the line item “Selling, general and administrative expenses” on our condensed consolidated statements of income.
|
|
(3)
|
Charges are associated with our announced plan to separate into two independent public companies.
See Note 3 for more detail on the business separation costs.
These charges are included within "Business separation costs" on our condensed consolidated income statement. These costs were primarily related to professional fees associated with separation activities within the finance and legal functions.
|
|
(4)
|
Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions and costs incurred associated the completion of acquisitions. On the condensed consolidated statements of income, the charges associated with inventory fair value step-up are included in “Costs of sales and services” and fees associated with concluding the acquisitions are included in "Selling, general and administrative expenses". Charges for the three and six months ended June 30, 2014, represented amortization of inventory fair value step-up associated with our Epax acquisition completed in the latter part of 2013 within our FMC Health and Nutrition segment, see Note 3 to our 2013 10-K for more information.
|
|
•
|
Environmental obligations and related recoveries
|
|
•
|
Impairment and valuation of long-lived assets
|
|
•
|
Pensions and other postretirement benefits
|
|
•
|
Income taxes
|
|
•
|
Revenue of
$987.8 million
for the three months ended
June 30, 2014
increased $111.8 million or 13 percent versus the same period last year. The increase in revenue was driven by all three of our segments. A more detailed review of revenues by segment is discussed under the section titled
"Results of Operations"
. On a regional basis, sales in North America increased by 11 percent, sales in Asia were up 20 percent, Latin America sales increased by seven percent and sales in Europe, Middle East and Africa were up 18 percent.
|
|
•
|
Our gross margin, excluding acquisition related charges, increased by approximately $31 million or approximately 10 percent to $358.7 million versus prior year's quarter. Gross margin percent of 36 percent declined from 37 percent. The reduction in gross margin and gross margin percent was driven by unfavorable currency movements and product mix of sales in FMC Agricultural Solutions.
|
|
•
|
Selling, general and administrative expenses, excluding non-operating pension and postretirement charges increased by approximately $7 million or six percent to $122.3 million. The majority of these increases were experienced in our FMC Agricultural Solutions segment.
|
|
•
|
Research and Development expenses of $33.2 million increased approximately $6 million or 20 percent. This increase is primarily related to spending in FMC Agricultural Solutions to fund investments in earlier stage active ingredient research, biological crop protection development projects and rapid market innovation initiatives.
|
|
•
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $135.7 million increased $7.8 million or 6 percent primarily due to higher operating results in FMC Agricultural Solutions, FMC Health and Nutrition and FMC Minerals. See the disclosure of our Adjusted Earnings Non-GAAP financial measurement below, under the section titled
"Results of Operations"
.
|
|
•
|
On March 10, 2014, we announced a plan to separate into two independent public companies. One company initially referred to as “New FMC,” will contain our FMC Agricultural Solutions and FMC Health and Nutrition segments, while the other company, "FMC Minerals", will be comprised of our FMC Minerals segment. “New FMC” will be renamed "FMC Corporation" subsequent to the separation. During the second quarter we incurred
$13.8 million
in business separation costs as we continued to separate into two independent public companies.
|
|
SEGMENT RESULTS RECONCILIATION
|
|||||||||||||||
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
531.2
|
|
|
$
|
442.6
|
|
|
$
|
998.1
|
|
|
$
|
937.8
|
|
|
FMC Health and Nutrition
|
207.1
|
|
|
189.9
|
|
|
433.3
|
|
|
381.8
|
|
||||
|
FMC Minerals
|
249.6
|
|
|
244.4
|
|
|
498.3
|
|
|
469.0
|
|
||||
|
Eliminations
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.1
|
)
|
|
(1.9
|
)
|
||||
|
Total
|
$
|
987.8
|
|
|
$
|
876.0
|
|
|
$
|
1,929.6
|
|
|
$
|
1,786.7
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
130.7
|
|
|
$
|
124.7
|
|
|
$
|
250.8
|
|
|
$
|
288.0
|
|
|
FMC Health and Nutrition
|
49.1
|
|
|
44.3
|
|
|
100.0
|
|
|
88.0
|
|
||||
|
FMC Minerals
|
42.8
|
|
|
35.4
|
|
|
79.6
|
|
|
64.4
|
|
||||
|
Eliminations
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
|
Segment operating profit
|
$
|
222.6
|
|
|
$
|
204.3
|
|
|
$
|
430.4
|
|
|
$
|
440.2
|
|
|
Corporate and other
|
(19.6
|
)
|
|
(20.3
|
)
|
|
(37.1
|
)
|
|
(40.1
|
)
|
||||
|
Operating profit before the items listed below
|
$
|
203.0
|
|
|
$
|
184.0
|
|
|
$
|
393.3
|
|
|
$
|
400.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net
|
(15.3
|
)
|
|
(11.1
|
)
|
|
(28.8
|
)
|
|
(21.6
|
)
|
||||
|
Corporate special (charges) income:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other (charges) income
(1)
|
(2.7
|
)
|
|
(5.9
|
)
|
|
(9.4
|
)
|
|
(15.2
|
)
|
||||
|
Non-operating pension and postretirement charges
(2)
|
(2.7
|
)
|
|
(11.6
|
)
|
|
(6.9
|
)
|
|
(24.3
|
)
|
||||
|
Business separation costs
(3)
|
(13.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
||||
|
Acquisition related charges
(4)
|
(1.1
|
)
|
|
—
|
|
|
(4.2
|
)
|
|
—
|
|
||||
|
Provision for income taxes
|
(41.5
|
)
|
|
(35.7
|
)
|
|
(80.8
|
)
|
|
(81.1
|
)
|
||||
|
Discontinued operations, net of income taxes
|
(12.6
|
)
|
|
1.5
|
|
|
(62.7
|
)
|
|
(1.7
|
)
|
||||
|
Net income attributable to noncontrolling interests
|
(4.2
|
)
|
|
(3.2
|
)
|
|
(9.0
|
)
|
|
(7.3
|
)
|
||||
|
Net income attributable to FMC stockholders
|
$
|
109.1
|
|
|
$
|
118.0
|
|
|
$
|
174.7
|
|
|
$
|
248.9
|
|
|
(1)
|
See Note 7 for details of restructuring and other charges (income). Amounts for the three months ended
June 30, 2014
, relate to FMC Health and Nutrition of
$1.0 million
, FMC Minerals of
$(0.1) million
and Corporate of
$1.8 million
. Amounts for the three months ended
June 30, 2013
, relate to FMC Agricultural Solutions of
$1.4 million
, FMC Minerals of
$3.5 million
, and Corporate of
$1.0 million
. Amounts for the six months ended June 30, 2014, relate to FMC Health and Nutrition of
$5.9 million
and Corporate of
$3.5 million
. Amounts for the six months ended June 30, 2013, relate to FMC Agricultural Solutions of
$2.0 million
, FMC Health and Nutrition of
$0.6 million
, FMC Minerals of
$9.3 million
and Corporate of
$3.3 million
.
|
|
(2)
|
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 from our segments 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. These expenses are included as a component of the line item “Selling, general and administrative expenses” on our condensed consolidated statements of income.
|
|
(3)
|
Charges are associated with our announced plan to separate into two independent public companies.
See Note 3 in our condensed consolidated financial statements filed in this Form 10-Q for more detail on the business separation costs.
These charges are included
|
|
(4)
|
Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting for acquisitions and costs incurred associated the completion of acquisitions. On the condensed consolidated statements of income, the charges associated with inventory fair value step-up are included in “Costs of sales and services” and fees associated with concluding the acquisitions are included in "Selling, general and administrative expenses". Charges for the three and six months ended June 30, 2014, represented amortization of inventory fair value step-up associated with our Epax acquisition completed in the latter part of 2013 within our FMC Health and Nutrition segment, see Note 3 to our 2013 10-K for more information.
|
|
ADJUSTED EARNINGS RECONCILIATION
|
|||||||||||||||
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Net income attributable to FMC stockholders (GAAP)
|
$
|
109.1
|
|
|
$
|
118.0
|
|
|
$
|
174.7
|
|
|
$
|
248.9
|
|
|
Corporate special charges (income), pre-tax
|
20.3
|
|
|
17.5
|
|
|
37.3
|
|
|
39.5
|
|
||||
|
Income tax expense (benefit) on Corporate special charges (income)
|
(7.3
|
)
|
|
(6.8
|
)
|
|
(13.1
|
)
|
|
(14.9
|
)
|
||||
|
Corporate special charges (income), net of income taxes
|
$
|
13.0
|
|
|
$
|
10.7
|
|
|
$
|
24.2
|
|
|
$
|
24.6
|
|
|
Discontinued operations, net of income taxes
|
12.6
|
|
|
(1.5
|
)
|
|
62.7
|
|
|
1.7
|
|
||||
|
Tax adjustments
|
1.0
|
|
|
0.7
|
|
|
1.0
|
|
|
1.7
|
|
||||
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP)
|
$
|
135.7
|
|
|
$
|
127.9
|
|
|
$
|
262.6
|
|
|
$
|
276.9
|
|
|
($ in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Revenue
|
$
|
531.2
|
|
|
$
|
442.6
|
|
|
$
|
998.1
|
|
|
$
|
937.8
|
|
|
Operating Profit
|
130.7
|
|
|
124.7
|
|
|
250.8
|
|
|
288.0
|
|
||||
|
($ in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Revenue
|
$
|
207.1
|
|
|
$
|
189.9
|
|
|
$
|
433.3
|
|
|
$
|
381.8
|
|
|
Operating Profit
|
49.1
|
|
|
44.3
|
|
|
100.0
|
|
|
88.0
|
|
||||
|
($ in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|||||||||
|
Revenue
|
$
|
249.6
|
|
|
$
|
244.4
|
|
|
$
|
498.3
|
|
|
$
|
469.0
|
|
|
Operating Profit
|
42.8
|
|
|
35.4
|
|
|
79.6
|
|
|
64.4
|
|
||||
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Restructuring charges and asset disposals
|
$
|
1.4
|
|
|
$
|
3.8
|
|
|
$
|
6.7
|
|
|
$
|
11.6
|
|
|
Other charges (income), net
|
1.3
|
|
|
2.1
|
|
|
2.7
|
|
|
3.6
|
|
||||
|
Total restructuring and other charges
|
$
|
2.7
|
|
|
$
|
5.9
|
|
|
$
|
9.4
|
|
|
$
|
15.2
|
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2014
|
|
2013
|
|||||
|
Income from continuing operations before equity in (earnings) loss of affiliates, interest income and expense and income taxes
|
$
|
356.2
|
|
|
$
|
361.0
|
|
|
Significant non-cash expenses
(1)
|
91.6
|
|
|
103.5
|
|
||
|
Operating income before non-cash expenses (Non-GAAP)
|
$
|
447.8
|
|
|
$
|
464.5
|
|
|
Change in trade receivables
(2)
|
(15.2
|
)
|
|
29.9
|
|
||
|
Change in inventories
(3)
|
(50.2
|
)
|
|
10.4
|
|
||
|
Change in accounts payable
|
(52.3
|
)
|
|
(71.7
|
)
|
||
|
Change in accrued rebates
(4)
|
146.0
|
|
|
178.8
|
|
||
|
Change in advance payments from customers
(5)
|
(174.9
|
)
|
|
(135.1
|
)
|
||
|
Change in all other operating assets and liabilities
(6)
|
(16.9
|
)
|
|
(58.2
|
)
|
||
|
Restructuring and other spending
(7)
|
(4.6
|
)
|
|
(6.5
|
)
|
||
|
Environmental spending, continuing, net of recoveries
(8)
|
(5.1
|
)
|
|
(2.9
|
)
|
||
|
Pension and other postretirement benefit contributions
(9)
|
(45.2
|
)
|
|
(43.0
|
)
|
||
|
Cash basis operating income (Non-GAAP)
|
$
|
229.4
|
|
|
$
|
366.2
|
|
|
|
|
|
|
||||
|
Interest payments
|
(19.6
|
)
|
|
(22.4
|
)
|
||
|
Tax payments
(10)
|
(57.3
|
)
|
|
(89.5
|
)
|
||
|
Excess tax benefits from share-based compensation
|
(4.0
|
)
|
|
(6.3
|
)
|
||
|
|
|
|
|
||||
|
Cash provided (required) by operating activities
|
$
|
148.5
|
|
|
$
|
248.0
|
|
|
(1)
|
Represents the sum of depreciation, amortization, non-cash asset write downs, share-based compensation, and pension charges.
|
|
(2)
|
Overall, the use of cash in 2014 for trade receivables is due to increases in our FMC Health and Nutrition business as well as in our FMC Agricultural Solutions' business in Brazil where terms are significantly longer than the rest of our businesses. The change from 2013 to 2014 is also due timing of collections.
|
|
(3)
|
The change in inventory from 2013 to 2014 resulted in a use of cash primarily due to an inventory build to fulfill projected demand in the second half of 2014 in FMC Agricultural Solutions and FMC Health and Nutrition.
|
|
(4)
|
These rebates are associated with our FMC Agricultural Solutions segment, primarily in North America and Brazil. The decrease from 2013 to 2014 is primarily associated with the mix in sales eligible for rebates and incentives in 2014 compared to 2013 as well as timing of payment of rebates.
|
|
(5)
|
The advance payments from customers represent advances from our FMC Agricultural Solutions segment customers. The use of cash for each year presented is consistent with our sales increases year over each year.
|
|
(6)
|
Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities, including guarantees issued to our vendors under our vendor finance program.
|
|
(7)
|
See Note 7 in our condensed consolidated financial statements included in this Form 10-Q for further details.
|
|
(8)
|
Included in our results are environmental charges for environmental remediation at our operating sites of for the three and six months ended June 30, 2014 of
$1.3 million
and
$2.7 million
, respectively and
$1.0 million
and
$2.0 million
, respectively for the three and six months ended June 30, 2013. The amounts in 2014 will be spent in periods beyond second quarter 2014. 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
$32.0 million
and
$27.0 million
, respectively for the six months ended June 30, 2014 and 2013.
|
|
(10)
|
The reduction in tax payments from 2013 to 2014 is due to December 31, 2013 domestic prepaid tax balance that was utilized in the first quarter of 2014, thereby reducing tax payments for the first half 2014.
|
|
|
|
|
Hedged energy exposure vs. Energy market pricing
|
||
|
(in Millions)
|
Net Asset / (Liability) Position
|
|
10% Increase
|
|
10% Decrease
|
|
Net asset/(liability) position at June 30, 2014
|
$0.7
|
|
$3.5
|
|
$(2.0)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2013
|
$0.1
|
|
$3.0
|
|
$(2.7)
|
|
|
|
|
Hedged currency vs. Functional currency
|
||
|
(in Millions)
|
Net Asset / (Liability) Position
|
|
10% Strengthening
|
|
10% Weakening
|
|
Net asset/(liability) position at June 30, 2014
|
$(7.9)
|
|
$21.5
|
|
$(36.4)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2013
|
$(6.5)
|
|
$9.1
|
|
$(21.0)
|
|
|
|
|
|
|
|
Publicly Announced Program (1)
|
||||||||||
|
Period
|
|
Total Number
of Shares
Purchased (2)
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased
|
|
Total Dollar
Amount
Purchased
|
|
Maximum Dollar Value of
Shares that May Yet be
Purchased
|
||||||
|
April 1-30, 2014
|
|
345
|
|
|
$
|
77.87
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
May 1-31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
June 1-30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
Total Q2 2014
|
|
345
|
|
|
$
|
77.87
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
(1)
|
This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors.
|
|
(2)
|
Represents reacquired shares for employees exercises in connection with the vesting and forfeiture of awards under our equity compensation plans.
|
|
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
/ PAUL W. GRAVES
|
|
|
|
|
Paul W. Graves
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 |
|---|