Price Graph
Price
Yield
These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
When you register for our Service, we collect information from you such as your name, email address and credit card information.
Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
Delaware
|
|
94-0479804
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
1735 Market Street
Philadelphia, Pennsylvania
|
|
19103
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
LARGE ACCELERATED FILER
|
|
x
|
|
ACCELERATED FILER
|
|
o
|
|
|
|
|
|
|
|
|
|
NON-ACCELERATED FILER
|
|
o
|
|
SMALLER REPORTING COMPANY
|
|
o
|
|
Class
|
|
Outstanding at March 31, 2015
|
|
Common Stock, par value $0.10 per share
|
|
133,534,165
|
|
|
Page
No.
|
|
(in Millions, Except Per Share Data)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
|
(unaudited)
|
||||||
|
Revenue
|
$
|
659.4
|
|
|
$
|
756.9
|
|
|
Costs and Expenses
|
|
|
|
||||
|
Costs of sales and services
|
408.7
|
|
|
463.9
|
|
||
|
|
|
|
|
||||
|
Gross margin
|
250.7
|
|
|
293.0
|
|
||
|
|
|
|
|
||||
|
Selling, general and administrative expenses
|
297.9
|
|
|
114.6
|
|
||
|
Research and development expenses
|
26.6
|
|
|
25.8
|
|
||
|
Restructuring and other charges (income)
|
22.3
|
|
|
6.7
|
|
||
|
Business separation costs
|
—
|
|
|
3.0
|
|
||
|
Total costs and expenses
|
755.5
|
|
|
614.0
|
|
||
|
Income from continuing operations before equity in (earnings) loss of affiliates, interest expense, net and income taxes
|
(96.1
|
)
|
|
142.9
|
|
||
|
Equity in (earnings) loss of affiliates
|
0.1
|
|
|
(0.3
|
)
|
||
|
Interest expense, net
|
14.0
|
|
|
11.6
|
|
||
|
Income (loss) from continuing operations before income taxes
|
(110.2
|
)
|
|
131.6
|
|
||
|
Provision for income taxes
|
(49.1
|
)
|
|
34.6
|
|
||
|
Income (loss) from continuing operations
|
(61.1
|
)
|
|
97.0
|
|
||
|
Discontinued operations, net of income taxes
|
15.6
|
|
|
(26.6
|
)
|
||
|
Net income (loss)
|
(45.5
|
)
|
|
70.4
|
|
||
|
Less: Net income attributable to noncontrolling interests
|
1.3
|
|
|
4.8
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(46.8
|
)
|
|
$
|
65.6
|
|
|
Amounts attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations, net of income taxes (benefit)
|
$
|
(62.4
|
)
|
|
$
|
93.8
|
|
|
Discontinued operations, net of income taxes
|
15.6
|
|
|
(28.2
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(46.8
|
)
|
|
$
|
65.6
|
|
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
(0.47
|
)
|
|
$
|
0.70
|
|
|
Discontinued operations
|
0.12
|
|
|
(0.21
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(0.35
|
)
|
|
$
|
0.49
|
|
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
(0.47
|
)
|
|
$
|
0.70
|
|
|
Discontinued operations
|
0.12
|
|
|
(0.21
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(0.35
|
)
|
|
$
|
0.49
|
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
|
(unaudited)
|
||||||
|
Net income (loss)
|
$
|
(45.5
|
)
|
|
$
|
70.4
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
|
Foreign currency adjustments:
|
|
|
|
||||
|
Foreign currency translation gain (loss) arising during the period
|
(39.7
|
)
|
|
0.3
|
|
||
|
Reclassification of foreign currency translation losses
|
—
|
|
|
49.6
|
|
||
|
Total foreign currency translation adjustments
(1)
|
(39.7
|
)
|
|
49.9
|
|
||
|
|
|
|
|
||||
|
Derivative instruments:
|
|
|
|
||||
|
Unrealized hedging gains (losses) and other, net of tax of $0.4 and $1.3 for the three months ended March 31, 2015 and 2014, respectively
|
2.3
|
|
|
2.5
|
|
||
|
Reclassification of deferred hedging (gains) losses and other, included in net income, net of tax of ($1.2) and $0.4 for the three months ended March 31, 2015 and 2014, respectively
(3)
|
(1.8
|
)
|
|
1.1
|
|
||
|
Total derivative instruments, net of tax of ($0.8) and $1.7 for the three months ended March 31, 2015 and 2014, respectively
|
0.5
|
|
|
3.6
|
|
||
|
|
|
|
|
||||
|
Pension and other postretirement benefits:
|
|
|
|
||||
|
Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax of ($4.7) and zero for the three months ended March 31, 2015 and 2014, respectively
(2)
|
(5.9
|
)
|
|
0.5
|
|
||
|
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, net of tax of $6.7 and $3.2 for the three months ended March 31, 2015 and 2014, respectively
(3)
|
11.7
|
|
|
6.0
|
|
||
|
Total pension and other postretirement benefits, net of tax of $2.0 and $3.2 for the three months ended March 31, 2015 and 2014, respectively
|
5.8
|
|
|
6.5
|
|
||
|
|
|
|
|
||||
|
Other comprehensive income (loss), net of tax
|
(33.4
|
)
|
|
60.0
|
|
||
|
Comprehensive income (loss)
|
$
|
(78.9
|
)
|
|
$
|
130.4
|
|
|
Less: Comprehensive income attributable to the noncontrolling interest
|
1.3
|
|
|
5.1
|
|
||
|
Comprehensive income (loss) attributable to FMC stockholders
|
$
|
(80.2
|
)
|
|
$
|
125.3
|
|
|
(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 2014 includes reclassification to net income due to the divestiture of our FMC Peroxygens business, see Note 12 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 typically 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. During the three months ended March 31, 2015, due to the disposal of our FMC Alkali Chemicals division, we triggered a curtailment of our U.S. pension plans. As a result we revalued our pension plans which resulted in adjustments to comprehensive income. See Note 13 for more information.
|
|
(3)
|
For more detail on the components of these reclassifications and the affected line item in the condensed consolidated statements of income (loss) see Note 12.
|
|
(in Millions, Except Share and Par Value Data)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
ASSETS
|
(unaudited)
|
||||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
105.2
|
|
|
$
|
109.5
|
|
|
Trade receivables, net of allowance - 2015: $34.9; 2014: $37.2
|
1,537.4
|
|
|
1,602.5
|
|
||
|
Inventories
|
640.8
|
|
|
607.6
|
|
||
|
Prepaid and other current assets
|
287.3
|
|
|
188.8
|
|
||
|
Deferred income taxes
|
147.1
|
|
|
222.7
|
|
||
|
Current assets of discontinued operations held for sale
|
611.8
|
|
|
203.3
|
|
||
|
Total current assets
|
$
|
3,329.6
|
|
|
$
|
2,934.4
|
|
|
Investments
|
4.7
|
|
|
5.5
|
|
||
|
Property, plant and equipment, net
|
902.6
|
|
|
930.0
|
|
||
|
Goodwill
|
324.1
|
|
|
352.5
|
|
||
|
Other intangibles, net
|
233.5
|
|
|
246.9
|
|
||
|
Other assets
|
281.5
|
|
|
269.6
|
|
||
|
Deferred income taxes
|
235.7
|
|
|
200.1
|
|
||
|
Noncurrent assets of discontinued operations held for sale
|
—
|
|
|
401.5
|
|
||
|
Total assets
|
$
|
5,311.7
|
|
|
$
|
5,340.5
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Short-term debt and current portion of long-term debt
|
$
|
907.3
|
|
|
$
|
525.2
|
|
|
Accounts payable, trade and other
|
316.5
|
|
|
378.3
|
|
||
|
Advance payments from customers
|
24.2
|
|
|
190.2
|
|
||
|
Accrued and other liabilities
|
271.2
|
|
|
407.2
|
|
||
|
Accrued customer rebates
|
323.0
|
|
|
236.0
|
|
||
|
Guarantees of vendor financing
|
67.4
|
|
|
50.2
|
|
||
|
Accrued pension and other postretirement benefits, current
|
6.6
|
|
|
12.7
|
|
||
|
Income taxes
|
19.6
|
|
|
22.2
|
|
||
|
Current liabilities of discontinued operations held for sale
|
79.8
|
|
|
88.4
|
|
||
|
Total current liabilities
|
$
|
2,015.6
|
|
|
$
|
1,910.4
|
|
|
Long-term debt, less current portion
|
1,150.9
|
|
|
1,153.4
|
|
||
|
Accrued pension and other postretirement benefits, long-term
|
227.9
|
|
|
238.7
|
|
||
|
Environmental liabilities, continuing and discontinued
|
190.9
|
|
|
209.9
|
|
||
|
Deferred income taxes
|
55.6
|
|
|
51.3
|
|
||
|
Noncurrent liabilities of discontinued operations held for sale
|
—
|
|
|
4.7
|
|
||
|
Other long-term liabilities
|
201.4
|
|
|
208.1
|
|
||
|
Commitments and contingent liabilities (Note 16)
|
|
|
|
||||
|
Equity
|
|
|
|
||||
|
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued in 2015 or 2014
|
—
|
|
|
—
|
|
||
|
Common stock, $0.10 par value, authorized 260,000,000 shares; 185,983,792 issued shares at 2015 and 2014
|
18.6
|
|
|
18.6
|
|
||
|
Capital in excess of par value of common stock
|
407.6
|
|
|
401.9
|
|
||
|
Retained earnings
|
2,915.5
|
|
|
2,984.5
|
|
||
|
Accumulated other comprehensive income (loss)
|
(409.2
|
)
|
|
(375.8
|
)
|
||
|
Treasury stock, common, at cost - 2015: 52,449,627 shares, 2014: 52,666,121 shares
|
(1,497.6
|
)
|
|
(1,498.7
|
)
|
||
|
Total FMC stockholders’ equity
|
$
|
1,434.9
|
|
|
$
|
1,530.5
|
|
|
Noncontrolling interests
|
34.5
|
|
|
33.5
|
|
||
|
Total equity
|
$
|
1,469.4
|
|
|
$
|
1,564.0
|
|
|
Total liabilities and equity
|
$
|
5,311.7
|
|
|
$
|
5,340.5
|
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Net income (loss)
|
$
|
(45.5
|
)
|
|
$
|
70.4
|
|
|
Discontinued operations
|
(15.6
|
)
|
|
26.6
|
|
||
|
Income (loss) from continuing operations
|
$
|
(61.1
|
)
|
|
$
|
97.0
|
|
|
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Depreciation and amortization
|
22.8
|
|
|
23.9
|
|
||
|
Equity in (earnings) loss of affiliates
|
0.1
|
|
|
(0.2
|
)
|
||
|
Restructuring and other charges (income)
|
22.3
|
|
|
6.7
|
|
||
|
Deferred income taxes
|
29.3
|
|
|
1.3
|
|
||
|
Pension and other postretirement benefits
|
10.7
|
|
|
8.5
|
|
||
|
Share-based compensation
|
4.5
|
|
|
3.8
|
|
||
|
Excess tax benefits from share-based compensation
|
(1.7
|
)
|
|
(3.4
|
)
|
||
|
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
|
Trade receivables, net
|
52.5
|
|
|
(80.3
|
)
|
||
|
Guarantees of vendor financing
|
17.3
|
|
|
28.9
|
|
||
|
Inventories
|
(50.0
|
)
|
|
(9.5
|
)
|
||
|
Accounts payable
|
(35.6
|
)
|
|
(77.7
|
)
|
||
|
Advance payments from customers
|
(165.9
|
)
|
|
(148.4
|
)
|
||
|
Accrued customer rebates
|
87.6
|
|
|
87.4
|
|
||
|
Income taxes
|
(78.1
|
)
|
|
9.3
|
|
||
|
Pension and other postretirement benefit contributions
|
(27.4
|
)
|
|
(23.8
|
)
|
||
|
Environmental spending, continuing, net of recoveries
|
(3.0
|
)
|
|
(1.6
|
)
|
||
|
Restructuring and other spending
|
(3.0
|
)
|
|
(1.9
|
)
|
||
|
Change in other operating assets and liabilities, net
(1)
|
(126.2
|
)
|
|
(26.0
|
)
|
||
|
Cash provided (required) by operating activities of continuing operations
|
$
|
(304.9
|
)
|
|
$
|
(106.0
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by operating activities of discontinued operations:
|
|
|
|
||||
|
Environmental spending, discontinued, net of recoveries
|
—
|
|
|
(3.7
|
)
|
||
|
Operating activities of discontinued operations, net of recoveries
|
7.7
|
|
|
12.9
|
|
||
|
Cash provided (required) by operating activities of discontinued operations
|
$
|
7.7
|
|
|
$
|
9.2
|
|
|
(1)
|
The March 31, 2015 change is impacted by a
$93.8 million
reduction in the Cheminova A/S hedge liability. Total cash payments during the three months ended March 31, 2015 associated with the Cheminova A/S hedges were
$273.8 million
, which includes
$180.1 million
that were accrued and paid within the period.
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by investing activities of continuing operations:
|
|
|
|
||||
|
Capital expenditures
|
$
|
(36.9
|
)
|
|
$
|
(63.3
|
)
|
|
Proceeds from disposal of property, plant and equipment
|
0.3
|
|
|
—
|
|
||
|
Other investing activities
|
(17.6
|
)
|
|
(1.1
|
)
|
||
|
Cash provided (required) by investing activities of continuing operations
|
$
|
(54.2
|
)
|
|
$
|
(64.4
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by investing activities of discontinued operations:
|
|
|
|
||||
|
Proceeds from FMC Peroxygens divestiture
|
—
|
|
|
199.1
|
|
||
|
Other discontinued investing activities
|
(15.6
|
)
|
|
(11.1
|
)
|
||
|
Cash provided (required) by investing activities of discontinued operations
|
$
|
(15.6
|
)
|
|
$
|
188.0
|
|
|
|
|
|
|
||||
|
Cash provided (required) by financing activities of continuing operations:
|
|
|
|
||||
|
Increase (decrease) in short-term debt
|
383.0
|
|
|
(39.6
|
)
|
||
|
Repayments of long-term debt
|
(0.4
|
)
|
|
(0.7
|
)
|
||
|
Distributions to non controlling interests
|
—
|
|
|
(3.0
|
)
|
||
|
Issuances of common stock, net
|
3.5
|
|
|
5.2
|
|
||
|
Excess tax benefits from share-based compensation
|
1.7
|
|
|
3.4
|
|
||
|
Dividends paid
(2)
|
(20.1
|
)
|
|
(18.0
|
)
|
||
|
Other repurchases of common stock
|
(2.9
|
)
|
|
(4.0
|
)
|
||
|
Cash provided (required) by financing activities of continuing operations
|
$
|
364.8
|
|
|
$
|
(56.7
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(2.1
|
)
|
|
(0.8
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
(4.3
|
)
|
|
(30.7
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
109.5
|
|
|
123.2
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
105.2
|
|
|
$
|
92.5
|
|
|
(2)
|
See Note 12 regarding quarterly cash dividend.
|
|
(in Millions)
|
FMC Agricultural
Solutions
|
|
FMC Health and Nutrition
|
|
FMC Lithium
|
|
Total
|
||||||||
|
Balance, December 31, 2014
|
$
|
31.0
|
|
|
$
|
321.5
|
|
|
$
|
—
|
|
|
$
|
352.5
|
|
|
Foreign currency adjustments
|
—
|
|
|
(28.4
|
)
|
|
—
|
|
|
(28.4
|
)
|
||||
|
Balance, March 31, 2015
|
$
|
31.0
|
|
|
$
|
293.1
|
|
|
$
|
—
|
|
|
$
|
324.1
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
(in Millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
Intangible assets subject to amortization (finite-lived)
|
|||||||||||||||||||||||
|
Customer relationships
|
$
|
147.8
|
|
|
$
|
(24.6
|
)
|
|
$
|
123.2
|
|
|
$
|
152.8
|
|
|
$
|
(22.5
|
)
|
|
$
|
130.3
|
|
|
Patents
|
1.7
|
|
|
(0.2
|
)
|
|
1.5
|
|
|
1.7
|
|
|
(0.1
|
)
|
|
1.6
|
|
||||||
|
Brands
(1)
|
1.2
|
|
|
(0.7
|
)
|
|
0.5
|
|
|
1.2
|
|
|
(0.6
|
)
|
|
0.6
|
|
||||||
|
Purchased and licensed technologies
|
71.7
|
|
|
(25.4
|
)
|
|
46.3
|
|
|
74.3
|
|
|
(24.5
|
)
|
|
49.8
|
|
||||||
|
Other intangibles
|
3.6
|
|
|
(2.1
|
)
|
|
1.5
|
|
|
3.6
|
|
|
(2.4
|
)
|
|
1.2
|
|
||||||
|
|
$
|
226.0
|
|
|
$
|
(53.0
|
)
|
|
$
|
173.0
|
|
|
$
|
233.6
|
|
|
$
|
(50.1
|
)
|
|
$
|
183.5
|
|
|
Intangible assets not subject to amortization (indefinite life)
|
|||||||||||||||||||||||
|
Brands
(1)
|
$
|
60.5
|
|
|
|
|
$
|
60.5
|
|
|
$
|
63.4
|
|
|
|
|
$
|
63.4
|
|
||||
|
Total intangible assets
|
$
|
286.5
|
|
|
$
|
(53.0
|
)
|
|
$
|
233.5
|
|
|
$
|
297.0
|
|
|
$
|
(50.1
|
)
|
|
$
|
246.9
|
|
|
(1)
|
Represents trademarks, trade names and know how.
|
|
(in Millions)
|
Finite-lived
|
|
Indefinite Life
|
||||
|
FMC Agricultural Solutions
|
$
|
97.4
|
|
|
$
|
35.2
|
|
|
FMC Health and Nutrition
|
74.4
|
|
|
25.3
|
|
||
|
FMC Lithium
|
1.2
|
|
|
—
|
|
||
|
Total
|
$
|
173.0
|
|
|
$
|
60.5
|
|
|
(in Millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Finished goods
|
$
|
287.8
|
|
|
$
|
281.1
|
|
|
Work in process
|
243.9
|
|
|
248.8
|
|
||
|
Raw materials, supplies and other
|
274.5
|
|
|
242.1
|
|
||
|
First-in, first-out inventory
|
$
|
806.2
|
|
|
$
|
772.0
|
|
|
Less: Excess of first-in, first-out cost over last-in, first-out cost
|
(165.4
|
)
|
|
(164.4
|
)
|
||
|
Net inventories
|
$
|
640.8
|
|
|
$
|
607.6
|
|
|
(in Millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Property, plant and equipment
|
$
|
1,580.9
|
|
|
$
|
1,618.7
|
|
|
Accumulated depreciation
|
(678.3
|
)
|
|
(688.7
|
)
|
||
|
Property, plant and equipment, net
|
$
|
902.6
|
|
|
$
|
930.0
|
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2015
|
|
2014
|
||||
|
Restructuring charges and asset disposals
|
$
|
5.4
|
|
|
$
|
5.3
|
|
|
Other charges (income), net
|
16.9
|
|
|
1.4
|
|
||
|
Total restructuring and other charges
|
$
|
22.3
|
|
|
$
|
6.7
|
|
|
|
Restructuring Charges
|
|
|
|
|
||||||||||
|
(in Millions)
|
Severance and Employee Benefits (1)
|
|
Other Charges (Income) (2)
|
|
Asset Disposal Charges (3)
|
|
Total
|
||||||||
|
Health and Nutrition Restructuring
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
2.1
|
|
|
Lithium Restructuring
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
|
Other Items
|
3.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
3.0
|
|
||||
|
Three months ended March 31, 2015
|
$
|
4.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.2
|
|
|
$
|
5.4
|
|
|
Health and Nutrition Restructuring
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||
|
Lithium Restructuring
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||
|
Other Items
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
|
Three months ended March 31, 2014
|
$
|
4.9
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
5.3
|
|
|
(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 recoveries associated with restructuring.
|
|
(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.
|
|
(in Millions)
|
Balance at
12/31/14
(4)
|
|
Change in
reserves
(2)
|
|
Cash
payments
|
|
Other
(3)
|
|
Balance at
3/31/15
(4)
|
||||||||||
|
Health and Nutrition Restructuring
|
$
|
4.6
|
|
|
$
|
0.9
|
|
|
$
|
(1.8
|
)
|
|
$
|
0.2
|
|
|
$
|
3.9
|
|
|
Lithium Restructuring
|
0.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.4
|
|
|||||
|
Other Workforce Related and Facility Shutdowns
(1)
|
2.8
|
|
|
3.0
|
|
|
(1.1
|
)
|
|
0.4
|
|
|
5.1
|
|
|||||
|
Restructuring activities related to discontinued operations
(5)
|
2.7
|
|
|
—
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
2.3
|
|
|||||
|
Total
|
$
|
10.3
|
|
|
$
|
4.2
|
|
|
$
|
(3.1
|
)
|
|
$
|
0.3
|
|
|
$
|
11.7
|
|
|
(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 March 31
|
||||||
|
(in Millions)
|
2015
|
|
2014
|
||||
|
Environmental charges, net
|
$
|
1.9
|
|
|
$
|
1.4
|
|
|
Other items, net
|
15.0
|
|
|
—
|
|
||
|
Other charges (income), net
|
$
|
16.9
|
|
|
$
|
1.4
|
|
|
(in Millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Short-term foreign debt
(1)
|
$
|
40.5
|
|
|
$
|
36.6
|
|
|
Commercial paper
(2)
|
865.1
|
|
|
486.6
|
|
||
|
Total short-term debt
|
$
|
905.6
|
|
|
$
|
523.2
|
|
|
Current portion of long-term debt
|
1.7
|
|
|
2.0
|
|
||
|
Short-term debt and current portion of long-term debt
|
$
|
907.3
|
|
|
$
|
525.2
|
|
|
(1)
|
At
March 31, 2015
, the average interest rate on the borrowings was
4.50%
. We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries.
|
|
(2)
|
At
March 31, 2015
, the average interest rate on the borrowings was
0.62%
.
|
|
(in Millions)
|
March 31, 2015
|
|
|
|
|
|||||||
|
Interest Rate
Percentage
|
|
Maturity
Date
|
|
3/31/2015
|
|
12/31/2014
|
||||||
|
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)
|
0.2-6.5%
|
|
|
2021-2035
|
|
$
|
141.6
|
|
|
$
|
141.5
|
|
|
Senior notes (less unamortized discount of $1.9 and $1.9, respectively)
|
3.95-5.2%
|
|
|
2019-2024
|
|
998.1
|
|
|
998.1
|
|
||
|
Credit Facility
(1)
|
2.6
|
%
|
|
2019
|
|
—
|
|
|
—
|
|
||
|
Foreign debt
|
0-9.3%
|
|
|
2015-2024
|
|
12.9
|
|
|
15.8
|
|
||
|
Total long-term debt
|
|
|
|
|
$
|
1,152.6
|
|
|
$
|
1,155.4
|
|
|
|
Less: debt maturing within one year
|
|
|
|
|
1.7
|
|
|
2.0
|
|
|||
|
Total long-term debt, less current portion
|
|
|
|
|
$
|
1,150.9
|
|
|
$
|
1,153.4
|
|
|
|
(1)
|
Letters of credit outstanding under our Credit Facility totaled
$100.1 million
and available funds under this facility were
$534.8 million
at
March 31, 2015
(which reflects borrowings under our commercial paper program).
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Revenue
|
$
|
194.0
|
|
|
$
|
184.9
|
|
|
Costs of sales and services
|
149.2
|
|
|
149.5
|
|
||
|
|
|
|
|
||||
|
Income (loss) from discontinued operations before income taxes
(1)
|
19.0
|
|
|
28.2
|
|
||
|
Provision for income taxes
|
0.4
|
|
|
4.7
|
|
||
|
Total discontinued operations of FMC ACD, net of income taxes
|
$
|
18.6
|
|
|
$
|
23.5
|
|
|
Less: discontinued operations of FMC ACD attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
1.6
|
|
|
Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders
|
$
|
18.6
|
|
|
$
|
21.9
|
|
|
(1)
|
Amounts include approximately
zero
and
$1.9 million
attributable to noncontrolling interests, allocated interest expense of
$2.2 million
and
$1.9 million
, divestiture related charges of
$11.3 million
and
zero
and a pension curtailment charge of
$5.3 million
and
zero
for the three months ended March 31, 2015 and 2014, respectively. Interest was allocated in accordance with relevant discontinued operations accounting guidance.
|
|
(in Millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
Assets
|
|
|
|
||||
|
Current assets of discontinued operations held for sale (primarily trade receivables and inventories)
|
$
|
205.7
|
|
|
$
|
203.3
|
|
|
Property, plant & equipment
(1)
|
383.2
|
|
|
378.6
|
|
||
|
Other non-current assets
(1)
|
22.9
|
|
|
22.9
|
|
||
|
Total assets of discontinued operations held for sale
(2)
|
$
|
611.8
|
|
|
$
|
604.8
|
|
|
Liabilities
|
|
|
|
||||
|
Current liabilities of discontinued operations held for sale
|
(70.7
|
)
|
|
(88.4
|
)
|
||
|
Noncurrent liabilities of discontinued operations held for sale
(1)
|
(9.1
|
)
|
|
(4.7
|
)
|
||
|
Total liabilities of discontinued operations held for sale
(2)
|
$
|
(79.8
|
)
|
|
$
|
(93.1
|
)
|
|
Net Assets
|
$
|
532.0
|
|
|
$
|
511.7
|
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of ($0.3) and zero for the three months ended March 31, 2015 and 2014, respectively
|
$
|
(2.5
|
)
|
|
$
|
(1.5
|
)
|
|
Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.9 and $2.7 for the three months ended March 31, 2015 and 2014, respectively
(1)
|
(0.6
|
)
|
|
(4.8
|
)
|
||
|
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of ($0.1) and $2.3 for the three months ended March 31, 2015 and 2014, respectively
|
0.1
|
|
|
(3.8
|
)
|
||
|
Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of ($0.4) and ($4.7) for the three months ended March 31, 2015 and 2014, respectively
|
18.6
|
|
|
21.9
|
|
||
|
Discontinued operations of FMC Peroxygens, net of income tax benefit (expense) of zero and ($29.3) for the three months ended March 31, 2015 and 2014, respectively
(2)
|
—
|
|
|
(40.0
|
)
|
||
|
Discontinued operations, net of income taxes
|
$
|
15.6
|
|
|
$
|
(28.2
|
)
|
|
(1)
|
See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during the 2015 in Note 10.
|
|
(2)
|
On February 28, 2014, we completed the sale of our FMC Peroxygens business for
$199.1 million
in cash to One Equity Partners (OEP), the private investment arm of J.P. Morgan Chase & Co. The sale resulted in a further pre-tax loss of
$10.1 million
(
$33.4 million
net of tax). The net of tax loss was driven by the final allocation of the
$199.1 million
of proceeds.
|
|
(in Millions)
|
Gross
|
|
Recoveries
(3)
|
|
Net
|
||||||
|
Total environmental reserves at December 31, 2014
|
$
|
296.2
|
|
|
$
|
(11.9
|
)
|
|
$
|
284.3
|
|
|
Provision/(benefit)
|
4.4
|
|
|
—
|
|
|
4.4
|
|
|||
|
(Spending)/recoveries
|
(7.7
|
)
|
|
1.0
|
|
|
(6.7
|
)
|
|||
|
Total environmental reserves at March 31, 2015
|
$
|
292.9
|
|
|
$
|
(10.9
|
)
|
|
$
|
282.0
|
|
|
|
|
|
|
|
|
||||||
|
Environmental reserves, current
(1)
|
96.4
|
|
|
(5.3
|
)
|
|
91.1
|
|
|||
|
Environmental reserves, long-term
(2)
|
196.5
|
|
|
(5.6
|
)
|
|
190.9
|
|
|||
|
Total environmental reserves at March 31, 2015
|
$
|
292.9
|
|
|
$
|
(10.9
|
)
|
|
$
|
282.0
|
|
|
(1)
|
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.
|
|
(3)
|
These recorded recoveries represent probable realization of claims against U.S. government agencies and are recorded as an offset to our environmental reserves in the condensed consolidated balance sheets.
|
|
(in Millions)
|
12/31/2014
|
|
Increase in Recoveries
|
|
Cash Received
|
|
3/31/2015
|
||||||
|
Environmental Recoveries
|
$
|
29.9
|
|
|
—
|
|
|
(3.6
|
)
|
|
$
|
26.3
|
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2015
|
|
2014
|
||||
|
Environmental provisions, net - recorded to liabilities
(1)
|
$
|
4.4
|
|
|
$
|
8.9
|
|
|
Environmental provisions, net - recorded to assets
(2)
|
—
|
|
|
—
|
|
||
|
Environmental provision, net
|
$
|
4.4
|
|
|
$
|
8.9
|
|
|
|
|
|
|
||||
|
Continuing operations
(3)
|
1.9
|
|
|
1.4
|
|
||
|
Discontinued operations
(4)
|
2.5
|
|
|
7.5
|
|
||
|
Environmental provision, net
|
$
|
4.4
|
|
|
$
|
8.9
|
|
|
(in Millions, Except Share and Per Share Data)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Earnings (loss) attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations, net of income taxes
|
$
|
(62.4
|
)
|
|
$
|
93.8
|
|
|
Discontinued operations, net of income taxes
|
15.6
|
|
|
(28.2
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(46.8
|
)
|
|
$
|
65.6
|
|
|
Less: Distributed and undistributed earnings allocable to restricted award holders
|
—
|
|
|
(0.2
|
)
|
||
|
Net income (loss) allocable to common stockholders
|
$
|
(46.8
|
)
|
|
$
|
65.4
|
|
|
|
|
|
|
||||
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
(0.47
|
)
|
|
$
|
0.70
|
|
|
Discontinued operations
|
0.12
|
|
|
(0.21
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(0.35
|
)
|
|
$
|
0.49
|
|
|
|
|
|
|
||||
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
(0.47
|
)
|
|
$
|
0.70
|
|
|
Discontinued operations
|
0.12
|
|
|
(0.21
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(0.35
|
)
|
|
$
|
0.49
|
|
|
|
|
|
|
||||
|
Shares (in thousands):
|
|
|
|
||||
|
Weighted average number of shares of common stock outstanding - Basic
|
133,577
|
|
|
133,139
|
|
||
|
Weighted average additional shares assuming conversion of potential common shares
|
—
|
|
|
1,114
|
|
||
|
Shares – diluted basis
|
133,577
|
|
|
134,253
|
|
||
|
(in Millions, Except Per Share Data)
|
FMC
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||
|
Balance at December 31, 2014
|
$
|
1,530.5
|
|
|
$
|
33.5
|
|
|
$
|
1,564.0
|
|
|
Net income (loss)
|
(46.8
|
)
|
|
1.3
|
|
|
(45.5
|
)
|
|||
|
Stock compensation plans
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|||
|
Excess tax benefits from share-based compensation
|
1.7
|
|
|
—
|
|
|
1.7
|
|
|||
|
Shares for benefit plan trust
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||
|
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax
(1)
|
5.8
|
|
|
—
|
|
|
5.8
|
|
|||
|
Net hedging gains/(losses) and other, net of income tax
(1)
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
|
Foreign currency translation adjustments
(1)
|
(39.7
|
)
|
|
(0.3
|
)
|
|
(40.0
|
)
|
|||
|
Dividends
($0.165 per share)
|
(22.1
|
)
|
|
—
|
|
|
(22.1
|
)
|
|||
|
Repurchases of common stock
|
(2.9
|
)
|
|
—
|
|
|
(2.9
|
)
|
|||
|
Balance at March 31, 2015
|
$
|
1,434.9
|
|
|
$
|
34.5
|
|
|
$
|
1,469.4
|
|
|
(1)
|
See condensed consolidated statements of comprehensive income (loss).
|
|
(in Millions)
|
Foreign currency adjustments
|
|
Derivative Instruments
(1)
|
|
Pension and other postretirement benefits
(2)
|
|
Total
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at December 31, 2014
|
$
|
(50.4
|
)
|
|
$
|
(3.9
|
)
|
|
$
|
(321.5
|
)
|
|
$
|
(375.8
|
)
|
|
2015 Activity
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss) before reclassifications
|
(39.7
|
)
|
|
2.3
|
|
|
(5.9
|
)
|
|
$
|
(43.3
|
)
|
|||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(1.8
|
)
|
|
11.7
|
|
|
$
|
9.9
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at March 31, 2015
|
$
|
(90.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(315.7
|
)
|
|
$
|
(409.2
|
)
|
|
(in Millions)
|
Foreign currency adjustments
|
|
Derivative Instruments
(1)
|
|
Pension and other postretirement benefits
(2)
|
|
Total
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at December 31, 2013
|
$
|
(25.3
|
)
|
|
$
|
(6.1
|
)
|
|
$
|
(170.5
|
)
|
|
$
|
(201.9
|
)
|
|
2014 Activity
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
2.5
|
|
|
0.5
|
|
|
$
|
3.0
|
|
|||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
49.6
|
|
|
1.1
|
|
|
6.0
|
|
|
$
|
56.7
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at March 31, 2014
|
$
|
24.3
|
|
|
$
|
(2.5
|
)
|
|
$
|
(164.0
|
)
|
|
$
|
(142.2
|
)
|
|
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 (Loss)
|
||||||
|
|
|
Three Months Ended March 31
|
|
|
||||||
|
(in Millions)
|
|
2015
|
|
2014
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
||||
|
Divestiture of FMC Peroxygens
(3)
|
|
—
|
|
|
(49.6
|
)
|
|
Discontinued operations, net of income taxes
|
||
|
|
|
|
|
|
|
|
||||
|
Derivative instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency contracts
|
|
$
|
8.7
|
|
|
$
|
(0.9
|
)
|
|
Costs of sales and services
|
|
Energy contracts
|
|
$
|
(1.3
|
)
|
|
$
|
1.0
|
|
|
Costs of sales and services
|
|
Foreign currency contracts
|
|
$
|
(4.4
|
)
|
|
$
|
(1.6
|
)
|
|
Selling, general and administrative expenses
|
|
Total before tax
|
|
$
|
3.0
|
|
|
$
|
(1.5
|
)
|
|
|
|
|
|
$
|
(1.2
|
)
|
|
$
|
0.4
|
|
|
Provision for income taxes
|
|
Amount included in net income
|
|
$
|
1.8
|
|
|
$
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
|
Pension and other postretirement benefits
(2)
:
|
|
|
|
|
|
|
||||
|
Amortization of prior service costs
|
|
$
|
(0.4
|
)
|
|
$
|
(0.4
|
)
|
|
Selling, general and administrative expenses
|
|
Amortization of unrecognized net actuarial and other gains (losses)
|
|
$
|
(12.7
|
)
|
|
$
|
(7.2
|
)
|
|
Selling, general and administrative expenses
|
|
Recognized loss due to settlement and curtailment
|
|
$
|
(5.3
|
)
|
|
$
|
(1.6
|
)
|
|
Selling, general and administrative expenses
(4)
|
|
Total before tax
|
|
$
|
(18.4
|
)
|
|
$
|
(9.2
|
)
|
|
|
|
|
|
$
|
6.7
|
|
|
$
|
3.2
|
|
|
Provision for income taxes
|
|
Amount included in net income
|
|
$
|
(11.7
|
)
|
|
$
|
(6.0
|
)
|
|
|
|
|
|
|
|
|
|
|
||||
|
Total reclassifications for the period
|
|
$
|
(9.9
|
)
|
|
$
|
(56.7
|
)
|
|
Amount included in net income
|
|
(1)
|
Amounts in parentheses indicate charges to the condensed consolidated statements of income (loss).
|
|
(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 13.
|
|
(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 9 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.
|
|
(4)
|
The
$5.3 million
loss due to curtailment for the three months ended March 31, 2015 related to the disposal of our FMC Alkali Chemicals division and was recorded to Discontinued operations, net of income taxes in the condensed statements of income (loss).
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||||||||||
|
Pensions
|
|
Other Benefits
|
|||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Components of net annual benefit cost (income):
|
|
|
|
|
|
|
|
||||||||
|
Service cost
|
$
|
4.1
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
15.4
|
|
|
15.5
|
|
|
0.3
|
|
|
0.3
|
|
||||
|
Expected return on plan assets
|
(22.2
|
)
|
|
(21.6
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of prior service cost (credit)
|
0.3
|
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
||||
|
Recognized net actuarial and other (gain) loss
|
12.9
|
|
|
7.8
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
||||
|
Recognized loss due to curtailment
(1)
|
4.8
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||
|
Recognized loss due to settlement
(2)
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
||||
|
Net periodic benefit cost
(3)
|
$
|
15.3
|
|
|
$
|
8.6
|
|
|
$
|
0.7
|
|
|
$
|
(0.1
|
)
|
|
(1)
|
Curtailment loss is associated with the disposal of our FMC Alkali Chemicals division and was recorded to discontinued operations within the condensed consolidated statements of income (loss).
|
|
(2)
|
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.
|
|
(3)
|
Net periodic benefit cost represent both continuing and discontinued operations.
|
|
|
Three Months Ended March 31
|
||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||
|
(in Millions)
|
Before Tax
|
Tax
|
Effective Tax Rate % Impact
|
|
Before Tax
|
Tax
|
Effective Tax Rate % Impact
|
||||||||||
|
Continuing operations
|
(110.2
|
)
|
(49.1
|
)
|
44.6
|
%
|
|
131.6
|
|
34.6
|
|
26.3
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||||
|
Discrete items:
|
|
|
|
|
|
|
|
||||||||||
|
Acquisition related charges
(1)
|
190.7
|
|
70.3
|
|
|
|
3.1
|
|
0.8
|
|
|
||||||
|
Currency remeasurement
(2)
|
6.3
|
|
(2.8
|
)
|
|
|
—
|
|
—
|
|
|
||||||
|
Other discrete items
|
21.8
|
|
7.3
|
|
|
|
9.9
|
|
3.4
|
|
|
||||||
|
Tax only discrete items
(3)
|
—
|
|
3.0
|
|
|
|
—
|
|
—
|
|
|
||||||
|
Total discrete items
|
$
|
218.8
|
|
$
|
77.8
|
|
|
|
$
|
13.0
|
|
$
|
4.2
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations, before discrete items
|
108.6
|
|
28.7
|
|
|
|
144.6
|
|
38.8
|
|
|
||||||
|
Estimated Annualized Effective Tax Rate (EAETR)
|
|
|
26.4
|
%
|
|
|
|
26.8
|
%
|
||||||||
|
(1)
|
Acquisition related charges for the three months ended March 31, 2015 are primarily taxed at domestic tax rates resulting in material tax benefit. Charges include a
$180.1 million
loss on the hedge of the acquisition purchase price of Cheminova A/S, as noted in footnote (2) below hedge gains or losses are treated discretely for tax purposes. For more information on the hedge loss refer to Note 3.
|
|
(2)
|
Represents transactions gains or losses on currency remeasurement, offset by the associated hedge gains or losses. Transaction gains or losses are considered non-taxable permanent items and their associated hedge gain or losses are treated discretely for tax purposes.
|
|
(3)
|
Includes the tax effect of currency remeasurement associated with our foreign statutory operations that in accordance with GAAP income tax accounting guidance shall be treated discretely for tax purposes.
|
|
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.
|
|
|
March 31, 2015
|
||||||||||||||||||
|
|
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
|
$
|
22.8
|
|
|
$
|
32.4
|
|
|
$
|
55.2
|
|
|
$
|
(28.1
|
)
|
|
$
|
27.1
|
|
|
Total derivative assets
(1)
|
22.8
|
|
|
32.4
|
|
|
55.2
|
|
|
(28.1
|
)
|
|
27.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
(26.1
|
)
|
|
(6.2
|
)
|
|
(32.3
|
)
|
|
28.1
|
|
|
(4.2
|
)
|
|||||
|
Energy contracts
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
|
Total derivative liabilities
(2)
|
(28.9
|
)
|
|
(6.2
|
)
|
|
(35.1
|
)
|
|
28.1
|
|
|
(7.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(6.1
|
)
|
|
$
|
26.2
|
|
|
$
|
20.1
|
|
|
$
|
—
|
|
|
$
|
20.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31, 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
|
$
|
17.1
|
|
|
$
|
15.1
|
|
|
$
|
32.2
|
|
|
$
|
(3.6
|
)
|
|
$
|
28.6
|
|
|
Energy contracts
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|||||
|
Total derivative assets
(1)
|
17.4
|
|
|
15.1
|
|
|
32.5
|
|
|
(3.9
|
)
|
|
28.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
(17.4
|
)
|
|
(100.0
|
)
|
|
(117.4
|
)
|
|
3.6
|
|
|
(113.8
|
)
|
|||||
|
Energy contracts
|
(7.6
|
)
|
|
—
|
|
|
(7.6
|
)
|
|
0.3
|
|
|
(7.3
|
)
|
|||||
|
Total derivative liabilities
(2)
|
(25.0
|
)
|
|
(100.0
|
)
|
|
(125.0
|
)
|
|
3.9
|
|
|
(121.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(7.6
|
)
|
|
$
|
(84.9
|
)
|
|
$
|
(92.5
|
)
|
|
$
|
—
|
|
|
$
|
(92.5
|
)
|
|
(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 March 31
|
||||||||||||||||||||||||||||||
|
|
Contracts
|
|
|
||||||||||||||||||||||||||||
|
|
Foreign Exchange
|
|
Energy
|
|
Other
|
|
Total
|
||||||||||||||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
Unrealized hedging gains (losses) and other, net of tax
|
$
|
0.3
|
|
|
$
|
1.1
|
|
|
$
|
2.0
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
2.5
|
|
|
Reclassification of deferred hedging (gains) losses, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Effective portion
(1)
|
(2.6
|
)
|
|
1.8
|
|
|
0.8
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
1.1
|
|
||||||||
|
Total derivative instrument impact on comprehensive income
|
$
|
(2.3
|
)
|
|
$
|
2.9
|
|
|
$
|
2.8
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
3.6
|
|
|
(1)
|
See Note 12 for classification of amounts within the condensed consolidated statements of income (loss).
|
|
|
Location of Gain or (Loss)
Recognized in Income on Derivatives
|
Amount of Pre-tax Gain or (Loss)
Recognized in Income on Derivatives
(1)
|
||||||
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
|
2015
|
|
2014
|
||||
|
Foreign exchange contracts
|
Cost of sales and services
|
$
|
(4.5
|
)
|
|
$
|
4.9
|
|
|
|
Selling, general & administrative
(2)
|
(180.1
|
)
|
|
—
|
|
||
|
Total
|
|
$
|
(184.6
|
)
|
|
$
|
4.9
|
|
|
(1)
|
Amounts in the columns represent the gain or loss on the derivative instrument offset by the gain or loss on the hedged item.
|
|
(2)
|
Charges represent a loss on hedging the purchase price of the Cheminova A/S acquisition. See Note 3 within these condensed consolidated financial statements for more information.
|
|
(in Millions)
|
March 31, 2015
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
Assets
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Foreign exchange
(1)
|
$
|
27.1
|
|
|
$
|
—
|
|
|
$
|
27.1
|
|
|
$
|
—
|
|
|
Other
(2)
|
32.3
|
|
|
32.3
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
59.4
|
|
|
$
|
32.3
|
|
|
$
|
27.1
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
(1)
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
4.2
|
|
|
—
|
|
|
4.2
|
|
|
—
|
|
||||
|
Other
(3)
|
35.2
|
|
|
34.6
|
|
|
0.6
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
42.2
|
|
|
$
|
34.6
|
|
|
$
|
7.6
|
|
|
$
|
—
|
|
|
(1)
|
See the Fair Value of Derivative Instruments table within this Note for classifications on the 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, 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:
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Foreign exchange
(1)
|
$
|
28.6
|
|
|
$
|
—
|
|
|
$
|
28.6
|
|
|
$
|
—
|
|
|
Other
(2)
|
30.9
|
|
|
30.9
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
59.5
|
|
|
$
|
30.9
|
|
|
$
|
28.6
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
(1)
|
$
|
7.3
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
113.8
|
|
|
—
|
|
|
113.8
|
|
|
—
|
|
||||
|
Other
(3)
|
33.7
|
|
|
33.1
|
|
|
0.6
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
154.8
|
|
|
$
|
33.1
|
|
|
$
|
121.7
|
|
|
$
|
—
|
|
|
(1)
|
See the Fair Value of Derivative Instruments table within this Note for classification on the 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)
|
March 31, 2015
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Gains (Losses) (Three Months Ended March 31, 2015)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-lived assets associated with exit activities
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(1)
|
We recorded charges, within our FMC Health and Nutrition segment, to write down the value of certain long-lived assets to zero related to our FMC Health and Nutrition restructuring as they have no future use. See Note 7 for more information.
|
|
(in Millions)
|
December 31, 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)
(Year Ended
December 31,
2014)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-lived assets associated with exit activities
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3.1
|
)
|
|
(1)
|
We recorded charges, within our FMC Health and Nutrition segment, to write down the value of certain long-lived assets to zero related to our FMC Health and Nutrition restructuring as they have no future use. See Note 7 for more information.
|
|
(in Millions)
|
|
||
|
Guarantees:
|
|
||
|
Guarantees of vendor financing
(1)
|
$
|
67.4
|
|
|
Other debt guarantees
(2)
|
27.7
|
|
|
|
Total
|
$
|
95.1
|
|
|
(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 customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair-value (i.e. representing
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Revenue
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
392.4
|
|
|
$
|
466.9
|
|
|
FMC Health and Nutrition
|
211.0
|
|
|
226.2
|
|
||
|
FMC Lithium
|
56.0
|
|
|
63.8
|
|
||
|
Eliminations
|
—
|
|
|
—
|
|
||
|
Total
|
$
|
659.4
|
|
|
$
|
756.9
|
|
|
Income from continuing operations before income taxes
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
81.8
|
|
|
$
|
120.1
|
|
|
FMC Health and Nutrition
|
51.0
|
|
|
50.9
|
|
||
|
FMC Lithium
|
5.5
|
|
|
6.6
|
|
||
|
Eliminations
|
—
|
|
|
—
|
|
||
|
Segment operating profit
|
$
|
138.3
|
|
|
$
|
177.6
|
|
|
Corporate and other
|
(15.3
|
)
|
|
(17.4
|
)
|
||
|
Operating profit before the items listed below
|
$
|
123.0
|
|
|
$
|
160.2
|
|
|
Interest expense, net
|
(14.0
|
)
|
|
(11.6
|
)
|
||
|
Restructuring and other (charges) income
(1)
|
(22.3
|
)
|
|
(6.7
|
)
|
||
|
Non-operating pension and postretirement (charges) income
(2)
|
(6.2
|
)
|
|
(4.2
|
)
|
||
|
Business separation costs
(3)
|
—
|
|
|
(3.0
|
)
|
||
|
Acquisition related charges
(4)
|
(190.7
|
)
|
|
(3.1
|
)
|
||
|
Provision for income taxes
|
49.1
|
|
|
(34.6
|
)
|
||
|
Discontinued operations, net of income taxes
|
15.6
|
|
|
(26.6
|
)
|
||
|
Net income attributable to noncontrolling interests
|
(1.3
|
)
|
|
(4.8
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(46.8
|
)
|
|
$
|
65.6
|
|
|
(1)
|
See Note 7 for details of restructuring and other charges (income). Amounts for the three months ended
March 31, 2015
, relate to FMC Agricultural Solutions of
$18.3 million
, FMC Health and Nutrition of
$2.2 million
, FMC Lithium of
$0.3 million
and Corporate of
$1.5 million
. Amounts for the three months ended
March 31, 2014
, relate to FMC Health and Nutrition of
$4.9 million
, FMC Lithium of
$0.1 million
, and Corporate of
$1.7 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
|
|
(3)
|
On September 8, 2014, we announced that we would no longer proceed with the planned separation as a result of the planned acquisition of Cheminova A/S and divestiture of our FMC Alkali Chemicals division. Business separation costs for the three months ended March 31, 2014 represent charges associated with the planned separation activities through March 31, 2014.
|
|
(4)
|
Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting, legal and professional fees and gains or losses on hedging purchase price associated with the planned or completed acquisitions. Amounts represent the following:
|
|
|
Three Months Ended
|
||||||
|
|
March 31
|
||||||
|
(in Millions)
|
2015
|
|
2014
|
||||
|
Acquisition related charges -
Cheminova
|
|
|
|
||||
|
Legal and professional fees
(1)
|
$
|
10.6
|
|
|
$
|
—
|
|
|
Loss/(gain) on hedging purchase price
(1)
|
180.1
|
|
|
—
|
|
||
|
Acquisition related charges -
Epax
|
|
|
|
||||
|
Inventory fair value step-up amortization
(2)
|
—
|
|
|
3.1
|
|
||
|
Acquisition/divestiture related charges
|
$
|
190.7
|
|
|
$
|
3.1
|
|
|
•
|
Environmental obligations and related recoveries
|
|
•
|
Impairment and valuation of long-lived assets
|
|
•
|
Pensions and other postretirement benefits
|
|
•
|
Income taxes
|
|
•
|
Revenue of
$659.4 million
for the three months ended
March 31, 2015
decreased $97.5 million or 13 percent versus the same period last year. The decline in revenue was primarily attributable to FMC Agricultural Solutions. 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 remained flat period over period while sales in Asia declined eight percent, sales in Latin America decreased 39 percent and sales in Europe, Middle East and Africa declined 18 percent period over period.
|
|
•
|
Our gross margin, excluding acquisition related charges, decreased by approximately $45 million or approximately 15 percent to $250.7 million versus last year's first quarter. Gross margin percent of 38 percent declined from 39 percent. The reduction in gross margin was due to lower volumes in Brazil within FMC Agricultural Solutions. The gross margin decline percent was driven primarily by unfavorable currency movements.
|
|
•
|
Selling, general and administrative expenses, excluding acquisition related charges and non-operating pension and postretirement charges decreased by approximately $9 million or nine percent to $101.0 million. The majority of these decreases were experienced in our FMC Agricultural Solutions segment.
|
|
•
|
Research and Development expenses of $26.6 million increased $0.8 million or three percent.
|
|
•
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $83.8 million decreased by $21.2 million or 20 percent primarily due to lower operating results in FMC Agricultural Solutions. See the disclosure of our Adjusted Earnings Non-GAAP financial measurement below, under the section titled
"Results of Operations"
.
|
|
•
|
On February 3, 2015, we signed a stock and asset purchase agreement ( the "Definitive Agreement") to sell our FMC Alkali Chemicals division ("ACD") to a wholly owned subsidiary of Tronox Limited ("Tronox"). The sale of ACD to Tronox was completed on April 1, 2015 resulting in approximately
$1.2 billion
in after-tax proceeds.
|
|
•
|
On September 8, 2014, we entered into a definitive Share Purchase Agreement with Auriga Industries A/S, a Denmark
Aktieselskab
and Cheminova A/S, a Denmark
Aktieselskab,
a wholly owned subsidiary of Auriga. On April 21, 2015, pursuant to the terms and conditions set forth in the Purchase Agreement, we completed the acquisition of 100% of the outstanding equity of Cheminova from Auriga for an aggregate purchase price of
8.5 billion
Danish krone or approximately
$1.2 billion
, excluding net debt to be assumed and hedge related-costs totaling
$0.6 billion
.
|
|
SEGMENT RESULTS RECONCILIATION
|
|||||||
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Revenue
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
392.4
|
|
|
$
|
466.9
|
|
|
FMC Health and Nutrition
|
211.0
|
|
|
226.2
|
|
||
|
FMC Lithium
|
56.0
|
|
|
63.8
|
|
||
|
Eliminations
|
—
|
|
|
—
|
|
||
|
Total
|
$
|
659.4
|
|
|
$
|
756.9
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
81.8
|
|
|
$
|
120.1
|
|
|
FMC Health and Nutrition
|
51.0
|
|
|
50.9
|
|
||
|
FMC Lithium
|
5.5
|
|
|
6.6
|
|
||
|
Eliminations
|
—
|
|
|
—
|
|
||
|
Segment operating profit
|
$
|
138.3
|
|
|
$
|
177.6
|
|
|
Corporate and other
|
(15.3
|
)
|
|
(17.4
|
)
|
||
|
Operating profit before the items listed below
|
$
|
123.0
|
|
|
$
|
160.2
|
|
|
|
|
|
|
||||
|
Interest expense, net
|
(14.0
|
)
|
|
(11.6
|
)
|
||
|
Corporate special (charges) income:
|
|
|
|
||||
|
Restructuring and other (charges) income
(1)
|
(22.3
|
)
|
|
(6.7
|
)
|
||
|
Non-operating pension and postretirement charges
(2)
|
(6.2
|
)
|
|
(4.2
|
)
|
||
|
Business separation costs
(3)
|
—
|
|
|
(3.0
|
)
|
||
|
Acquisition related charges
(4)
|
(190.7
|
)
|
|
(3.1
|
)
|
||
|
Provision for income taxes
|
49.1
|
|
|
(34.6
|
)
|
||
|
Discontinued operations, net of income taxes
|
15.6
|
|
|
(26.6
|
)
|
||
|
Net income attributable to noncontrolling interests
|
(1.3
|
)
|
|
(4.8
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
(46.8
|
)
|
|
$
|
65.6
|
|
|
(1)
|
See Note 7 for details of restructuring and other charges (income). Amounts for the three months ended
March 31, 2015
, relate to FMC Agricultural Solutions of
$18.3 million
, FMC Health and Nutrition of
$2.2 million
, FMC Lithium of
$0.3 million
and Corporate of
$1.5 million
. Amounts for the three months ended
March 31, 2014
, relate to FMC Health and Nutrition of
$4.9 million
, FMC Lithium of
$0.1 million
and Corporate of
$1.7 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 the 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 the condensed consolidated statements of income (loss).
|
|
(3)
|
On September 8, 2014, we announced that we would no longer proceed with the planned separation as a result of the planned acquisition of Cheminova A/S and divestiture of our FMC Alkali Chemicals division. Business separation costs for the three months ended March 31, 2014 represent charges associated with the planned separation activities through March 31, 2014.
|
|
(4)
|
Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting, legal and professional fees and gains or losses on hedging purchase price associated with the planned or completed acquisitions. Amounts represent the following:
|
|
|
Three Months Ended
|
||||||
|
|
March 31
|
||||||
|
(in Millions)
|
2015
|
|
2014
|
||||
|
Acquisition related charges -
Cheminova
|
|
|
|
||||
|
Legal and professional fees
(1)
|
$
|
10.6
|
|
|
$
|
—
|
|
|
Loss/(gain) on hedging purchase price
(1)
|
180.1
|
|
|
—
|
|
||
|
Acquisition related charges -
Epax
|
|
|
|
||||
|
Inventory fair value step-up amortization
(2)
|
—
|
|
|
3.1
|
|
||
|
Acquisition/divestiture related charges
|
$
|
190.7
|
|
|
$
|
3.1
|
|
|
(1)
|
On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expenses.” For more information on the loss on purchase price hedge see Note 3 to the condensed consolidated financial statements included within this Form 10-Q.
|
|
(2)
|
On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.”
|
|
ADJUSTED EARNINGS RECONCILIATION
|
|||||||
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Net income (loss) attributable to FMC stockholders (GAAP)
|
$
|
(46.8
|
)
|
|
$
|
65.6
|
|
|
Corporate special charges (income), pre-tax
|
219.2
|
|
|
17.0
|
|
||
|
Income tax expense (benefit) on Corporate special charges (income)
|
(80.5
|
)
|
|
(5.8
|
)
|
||
|
Corporate special charges (income), net of income taxes
|
$
|
138.7
|
|
|
$
|
11.2
|
|
|
Discontinued operations, net of income taxes
|
(15.6
|
)
|
|
28.2
|
|
||
|
Tax adjustments
|
7.5
|
|
|
—
|
|
||
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP)
|
$
|
83.8
|
|
|
$
|
105.0
|
|
|
($ in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Revenue
|
$
|
392.4
|
|
|
$
|
466.9
|
|
|
Operating Profit
|
81.8
|
|
|
120.1
|
|
||
|
($ in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Revenue
|
$
|
211.0
|
|
|
$
|
226.2
|
|
|
Operating Profit
|
51.0
|
|
|
50.9
|
|
||
|
($ in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Revenue
|
$
|
56.0
|
|
|
$
|
63.8
|
|
|
Operating Profit
|
5.5
|
|
|
6.6
|
|
||
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2015
|
|
2014
|
||||
|
Restructuring charges and asset disposals
|
$
|
5.4
|
|
|
$
|
5.3
|
|
|
Other charges (income), net
|
16.9
|
|
|
1.4
|
|
||
|
Total restructuring and other charges
|
$
|
22.3
|
|
|
$
|
6.7
|
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2015
|
|
2014
|
|||||
|
Income (loss) from continuing operations before equity in (earnings) loss of affiliates, interest income and expense and income taxes
|
$
|
(96.1
|
)
|
|
$
|
142.9
|
|
|
Significant non-cash expenses
(1)
|
39.2
|
|
|
36.2
|
|
||
|
Operating income before non-cash expenses (Non-GAAP)
|
$
|
(56.9
|
)
|
|
$
|
179.1
|
|
|
Change in trade receivables
(2)
|
52.5
|
|
|
(80.3
|
)
|
||
|
Change in inventories
(3)
|
(50.0
|
)
|
|
(9.5
|
)
|
||
|
Change in accounts payable
(4)
|
(35.6
|
)
|
|
(77.7
|
)
|
||
|
Change in accrued rebates
(5)
|
87.6
|
|
|
87.4
|
|
||
|
Change in advance payments from customers
(6)
|
(165.9
|
)
|
|
(148.4
|
)
|
||
|
Change in all other operating assets and liabilities
(7)
|
(72.4
|
)
|
|
10.6
|
|
||
|
Restructuring and other spending
(8)
|
(3.0
|
)
|
|
(1.9
|
)
|
||
|
Environmental spending, continuing, net of recoveries
(9)
|
(3.0
|
)
|
|
(1.6
|
)
|
||
|
Pension and other postretirement benefit contributions
(10)
|
(27.4
|
)
|
|
(23.8
|
)
|
||
|
Cash basis operating income (Non-GAAP)
|
$
|
(274.1
|
)
|
|
$
|
(66.1
|
)
|
|
|
|
|
|
||||
|
Interest payments
|
(18.0
|
)
|
|
(11.2
|
)
|
||
|
Tax payments
|
(11.1
|
)
|
|
(25.3
|
)
|
||
|
Excess tax benefits from share-based compensation
|
(1.7
|
)
|
|
(3.4
|
)
|
||
|
|
|
|
|
||||
|
Cash provided (required) by operating activities
|
$
|
(304.9
|
)
|
|
$
|
(106.0
|
)
|
|
(1)
|
Represents the sum of depreciation, amortization, non-cash asset write downs, share-based compensation, and pension charges.
|
|
(2)
|
The decrease in trade receivables in the first quarter of 2015 was driven by reduced revenue in Agricultural Solutions primarily in Brazil. The first quarter of 2014 was primarily driven by collection timing in that period. Collection timing is more pronounced in our FMC Agricultural Solutions business where sales, particularly in Brazil, have terms significantly longer than the rest of our businesses. Additionally, timing of collection is impacted as amounts for both periods include carry-over balances remaining to be collected in Latin America, where collection periods are measured in months rather than weeks.
|
|
(3)
|
Inventory levels increased in the first quarter of 2015 due to lower than expected first quarter sales as well as inventory build to satisfy expected demand in the current growing season in our FMC Agricultural Solutions segment. Inventory levels remained fairly constant during the first quarter of 2014 as compared to that prior year end.
|
|
(4)
|
The decrease in accounts payable balances during the first quarter of 2015 is primarily due to timing of payments. The higher use of cash in our accounts payable during the first quarter of 2014 was driven by a Q4 2013 inventory build primarily in our FMC Agricultural Solutions segment to satisfy projected 2014 demand, which was paid during the first quarter of 2014.
|
|
(5)
|
These rebates are associated with our FMC Agricultural Solutions segment, primarily in North America and Brazil and generally settle in the fourth quarter of each year.
|
|
(6)
|
The advance payments from customers represent advances from our FMC Agricultural Solutions segment customers. During the past two years we received substantial increases in advance payments from customers at the end of the preceding years for the subsequent years planting season.
|
|
(7)
|
Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities. The first quarter 2015 was primarily impacted by the payments of $273.8 million for the Cheminova A/S purchase price hedges.
|
|
(8)
|
See Note 7 in the condensed consolidated financial statements included in this Form 10-Q for further details.
|
|
(9)
|
Included in our income presented for the three months ended
March 31, 2015
and
March 31, 2014
are environmental charges for environmental remediation at our operating sites of
$1.9 million
and
$1.4 million
, respectively. The amounts in 2015 will be spent in periods beyond first quarter 2015. The amounts in this row represent environmental remediation spending at our operating sites which were recorded against pre-existing reserves, net of recoveries.
|
|
(10)
|
Amounts include voluntary contributions to our U.S. defined benefit plan of
$25.0 million
and
$17.0 million
, respectively.
|
|
|
|
|
Hedged energy exposure vs. Energy market pricing
|
||
|
(in Millions)
|
Net Asset / (Liability) Position on Consolidated Balance Sheets
|
|
10% Increase
|
|
10% Decrease
|
|
Net asset/(liability) position at March 31, 2015
|
$(2.8)
|
|
$(2.2)
|
|
$(3.4)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2014
|
$(7.3)
|
|
$(5.3)
|
|
$(9.4)
|
|
|
|
|
Hedged Currency vs. Functional Currency
|
||
|
(in Millions)
|
Net Asset / (Liability) Position on Consolidated Balance Sheets
|
|
10% Strengthening
(1)
|
|
10% Weakening
(1)
|
|
Net asset/(liability) position at March 31, 2015
|
$22.9
|
|
$185.8
|
|
$(140.9)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2014
|
$(85.2)
|
|
$91.3
|
|
$(261.0)
|
|
(1)
|
Impacted by the purchase price hedges for the Cheminova A/S acquisition. Total notional value of outstanding hedges is approximately $2.6 billion.
|
|
•
|
Capacity utilization - Our businesses are sensitive to industry capacity utilization. As a result, pricing tends to fluctuate when capacity utilization changes occur within our industry.
|
|
•
|
Competition - All of our segments face competition, which could affect our ability to maintain or raise prices, successfully enter certain markets or retain our market position. Our FMC Agricultural Solutions, competition includes not only generic suppliers of the same pesticidal active ingredient, but also alternative proprietary pesticide chemistries, crop protection technologies that are bred into or applied onto seeds, and intellectual property regarding production or use of pesticides. Increased generic presence in agricultural chemical markets has been driven by the number of significant product patents and product data protections that have expired in the last decade, and this trend is expected to continue.
|
|
•
|
Changes in our customer base - Our customer base has the potential to change, especially when long-term supply contracts are renegotiated. Our FMC Minerals and FMC Health and Nutrition businesses are most sensitive to this risk.
|
|
•
|
Climatic conditions - Our FMC Agricultural Solutions markets are affected by climatic conditions, which could adversely impact crop pricing and pest infestations. Adverse weather conditions can impact our ability to extract lithium efficiently from our lithium reserves in Argentina. Natural disasters can impact production at our facilities in various parts of the world. The nature of these events makes them difficult to predict.
|
|
•
|
Changing regulatory environment - Changes in the regulatory environment, particularly in the United States, Brazil, China and the European Union, could adversely impact our ability to continue producing and/or selling certain products in our domestic and foreign markets or could increase the cost of doing so. Our FMC Agricultural Solutions business is most sensitive to this general regulatory risk given the need to obtain and maintain pesticide registrations in every country in which we sell our products. Compliance with changing laws and regulations may involve significant costs or capital expenditures or require changes in business practice that could result in reduced profitability. In the European Union, the regulatory risk specifically includes chemicals regulation known as REACH (Registration, Evaluation, and Authorization of Chemicals), which affects each of our business segments to varying degrees. The fundamental principle behind the REACH regulation is that manufacturers must verify that their chemicals can be marketed safely through a special registration system
.
|
|
•
|
Geographic concentration - Although we have operations in most regions throughout the globe, the majority of our FMC Agricultural Solutions sales outside the United States have principally been to customers in Brazil, Argentina and Mexico. With the acquisition of Cheminova, we will expand the reach of international sales to include Europe and key Asian countries. Accordingly, developments in those parts of the world generally have a more significant effect on our operations than developments in other places. Our operations outside the United States are subject to special risks and restrictions, including: fluctuations in currency values; exchange control regulations; changes in local political or economic conditions; governmental pricing directives; import and trade restrictions; import or export licensing requirements and trade policy; restrictions on the ability to repatriate funds; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad.
|
|
•
|
Food and pharmaceutical regulation - Some of our manufacturing processes and facilities, as well as some of our customers, are subjected to regulation by the U.S. Food and Drug Administration (FDA) or similar foreign agencies. Regulatory requirements of the FDA are complex, and any failure to comply with them including as a result of contamination due to acts of sabotage could subject us and/or our customers to fines, injunctions, civil penalties, lawsuits, recall or seizure of products, total or partial suspension of production, denial of government approvals, withdrawal of marketing approvals and criminal prosecution. Any of these actions could adversely impact our net sales, undermine goodwill established with our customers, damage commercial prospects for our products and materially adversely affect our results of operations.
|
|
•
|
Climate change regulation - Changes in the regulation of greenhouse gases, depending on their nature and scope, could subject our manufacturing operations, particularly certain FMC Minerals' operations in the United States, to significant additional costs or limits on operations.
|
|
•
|
Fluctuations in commodity prices - Our operating results could be significantly affected by the cost of commodities such as raw materials and energy, including natural gas. We may not be able to raise prices or improve productivity sufficiently to offset future increases in commodity pricing. Accordingly, increases in commodity prices may negatively affect our financial results. Where practical, we use hedging strategies to address material commodity price risks, where hedge strategies are available on reasonable terms. We also use raw material supply agreements that contain terms designed to mitigate the risk of short-term changes in commodity prices. However, we are unable to avoid the risk of medium- and long-term increases. Additionally, fluctuations in commodity prices could negatively impact our customers' ability to sell their product at previously forecasted prices resulting in reduced customer liquidity. Inadequate customer liquidity could affect our customers’ abilities to pay for our products and, therefore, affect existing and future sales or our ability to collect on customer receivables.
|
|
•
|
Supply arrangements - Certain raw materials are critical to our production process. While we have made supply arrangements to meet planned operating requirements, an inability to obtain the critical raw materials or execute under the contract manufacturing arrangements would adversely impact our ability to produce certain products. We increasingly source critical intermediates and finished products from a number of suppliers. An inability to obtain these products or execute under the contract sourcing arrangements would adversely impact our ability to sell products. In FMC Minerals geological conditions can affect production of raw materials.
|
|
•
|
Economic and political change - Our business could be adversely affected by economic and political changes in the markets where we compete including: inflation rates, recessions, trade restrictions, foreign ownership restrictions and economic embargoes imposed by the United States or any of the foreign countries in which we do business; changes in laws, taxation, and regulations and the interpretation and application of these laws, taxes, and regulations; restrictions imposed by foreign governments through exchange controls or taxation policy; nationalization or expropriation of property, undeveloped property rights, and legal systems or political instability; other governmental actions; and other external factors over which we have no control. Economic and political conditions within foreign jurisdictions or strained relations between countries can cause fluctuations in demand, price volatility, supply disruptions, or loss of property. In Argentina, continued inflation and tightening of foreign exchange controls along with deteriorating economic and financial conditions could adversely affect our business.
|
|
•
|
Market access risk - Our results may be affected by changes in distribution channels, which could impact our ability to access the market. In certain FMC Agricultural Solutions segments, we access the market through joint ventures in which we do not have majority control. Where we do not have a strong product portfolio or market access relationships, we may be vulnerable to changes in the distribution model or influence of competitors with stronger product portfolios.
|
|
•
|
Business disruptions - Although historically, we have engaged in contract manufacturing and has not owned and operated its own manufacturing facilities, Cheminova owns and operates large-scale manufacturing facilities in Denmark and India. This will present us with new material operating risks that we have not historically faced. After the Cheminova acquisition is completed, our operating results will be dependent on the continued operation of its various production facilities and the ability to manufacture products on schedule. Interruptions at these facilities may materially reduce the productivity and profitability of a particular manufacturing facility, or our business as a whole, during and after the period of such operational difficulties. Although we take precautions to enhance the safety of our operations and minimize the risk of disruptions, our operations are subject to hazards inherent in chemical manufacturing and the related storage and transportation of raw materials, products and wastes. These potential hazards include, explosions, fires, severe weather and natural disasters, mechanical failure, unscheduled downtimes, supplier disruptions, labor shortages or other labor difficulties, information technology systems outages, disruption in our supply chain or manufacturing and distribution operations, transportation interruptions, chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of incorrect or off-specification product to customers, storage tank leaks, other environmental risks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, terrorism or war, civil or political unrest, natural disasters, pandemic situations and large scale power outages. Some of these hazards may cause severe damage to or destruction of property and equipment or personal injury and loss of life and may result in suspension of operations or the shutdown of affected facilities.
|
|
•
|
Our manufacturing operations and those of our key contract manufacturers inherently entail hazards that require continuous oversight and control, such as leaks, ruptures, fire, explosions, chemical spills, discharges or releases of toxic or hazardous substances or gases, other environmental risks, mechanical failure or other hazards beyond our control such as acts of sabotage, terrorism or war, civil or political unrest, natural disasters, pandemic situations, large scale power outages or vehicle accidents. If operational risks materialize, they could result in loss of life, damage to the environment, or loss of production, all of which could negatively impact our ongoing operations, reputation, financial results, and cash flow.
|
|
•
|
Information technology security risks - As with all Enterprise Information systems, our information technology systems could be penetrated by outside parties intent on extracting information, corrupting information, or disrupting business processes. Our systems have in the past been, and likely will in the future be, subject to unauthorized access attempts. Unauthorized access could disrupt our business operations and could result in failures or interruptions in our computer systems and in the loss of assets and could have a material adverse effect on our business, financial condition or results of operations. In addition, breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary information or sensitive or confidential information about us, our employees, our vendors, or our customers, could result in litigation and potential liability for us, damage our reputation, or otherwise harm our business, financial condition, or results of operations.
|
|
•
|
Capital-intensive business - With our impending acquisition of Cheminova, our business will be more capital intensive, than it has been historically. We rely on cash generated from operations and external financing to fund our growth and ongoing capital needs. Limitations on access to external financing could adversely affect our operating results. Moreover, interest payments, dividends and the expansion of our business or other business opportunities may require significant amounts of capital. We believe that our cash from operations and available borrowings under our revolving credit facility will be sufficient to meet these needs in the foreseeable future. However, if we need external financing, our access to credit markets and pricing of our capital will be dependent upon maintaining sufficient credit ratings from credit rating agencies and the state of the capital markets generally. There can be no assurances that we would be able to obtain equity or debt financing on terms we deem acceptable, and it is possible that the cost of any financings could increase significantly, thereby increasing our expenses and decreasing our net income. If we are unable to generate sufficient cash flow or raise adequate external financing, including as a result of significant disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities, which could adversely affect our operating results.
|
|
•
|
Litigation and environmental risks - Current reserves relating to our ongoing litigation and environmental liabilities may ultimately prove to be inadequate.
|
|
•
|
Hazardous materials - We manufacture and transport certain materials that are inherently hazardous due to their toxic or volatile nature. While we take precautions to handle and transport these materials in a safe manner, if they are mishandled or released into the environment, they could cause property damage or personal injury claims against us.
|
|
•
|
Environmental Compliance - We are subject to extensive federal, state, local, and foreign environmental and safety laws. regulations, directives, rules and ordinances concerning, among other things, emissions in the air, discharges to land and water, and the generation, handling, treatment, disposal and remediation of hazardous waste and other materials. We may face liability arising out of the normal course of business, including alleged personal injury or property damage due to exposure to chemicals or other hazardous substances at our current or former facilities or chemicals that we manufacture, handle or own. We take our environmental responsibilities very seriously, but there is a risk of environmental impact inherent in its manufacturing operations and transportation of chemicals. Any substantial liability for environmental damage could have a material adverse effect on our financial condition, results of operations and cash flows.
|
|
•
|
Inability to attract and retain key employees - The inability to recruit and retain key personnel or the unexpected loss of key personnel may adversely affect our operations. In addition, our future success depends in part on our ability to identify and develop talent to succeed senior management.
|
|
•
|
Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and innovative, high value-added products for existing and future customers.
|
|
•
|
Failure to continue to make process improvements to reduce costs could impede our competitive position.
|
|
•
|
We continuously review our portfolio which includes the evaluation of potential business acquisitions that may strategically fit our business and strategic growth initiatives. If we are unable to successfully integrate and develop our acquired businesses, we could fail to achieve anticipated synergies which would include expected cost savings and revenue growth. Failure to achieve these anticipated synergies, could materially and adversely affect our financial results. In addition to strategic acquisitions we evaluate the diversity of our diverse portfolio in light of our objectives and alignment
|
|
•
|
Deterioration in the global economy and worldwide credit and foreign exchange markets could adversely affect our business. A worsening of global or regional economic conditions or financial markets could adversely affect our customers' ability to meet the terms of sale or our suppliers' ability to perform all their commitments to us. A slowdown in economic growth in our international markets, particularly Latin American regions, or a deterioration of credit or foreign exchange markets could adversely affect customers, suppliers and our overall business there. Customers in weakened economies may be unable to purchase our products, or it could become more expensive for them to purchase imported products in their local currency, or sell their commodity at prevailing international prices, and we may be unable to collect receivables from such customers.
|
|
•
|
We are an international company and face foreign exchange rate risks in the normal course of our business. We are particularly sensitive to the euro, the Brazilian real and the Chinese yuan. To a lesser extent, we are sensitive to the Mexican peso, the Argentine peso, the British pound sterling and several Asian currencies, including the Japanese yen. Our acquisition of Cheminova has significantly expanded our operations and sales in foreign countries and correspondingly increase our exposure to foreign exchange risks.
|
|
•
|
Our future effective tax rates may be materially impacted by numerous items including: a future change in the composition of earnings from foreign and domestic tax jurisdictions, as earnings in foreign jurisdictions are typically taxed at more favorable rates than the United States federal statutory rate; accounting for uncertain tax positions; business combinations; closure of statute of limitations or settlement of tax audits; changes in valuation allowance and changes in tax law; and the potential decision to repatriate certain future foreign earnings.
|
|
•
|
We have significant investments in long-lived assets and continually review the carrying value of these assets for recoverability in light of changing market conditions and alternative product sourcing opportunities.
|
|
•
|
Obligations related to our pension and postretirement plans reflect certain assumptions. To the extent our plans' actual experience differs from these assumptions, our costs and funding obligations could increase or decrease significantly.
|
|
|
|
|
|
|
|
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
|
||||||||
|
January 1-31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
February 1-28, 2015
|
|
43,986
|
|
|
$
|
63.66
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
March 1-31, 2015
|
|
960
|
|
|
$
|
60.37
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
Total Q1 2015
|
|
44,946
|
|
|
$
|
63.59
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
10.1
|
|
FMC Corporation Incentive Compensation and Stock Plan as amended and restated through April 27, 2015
|
|
|
|
|
|
10.2
|
|
Performance-based restricted stock unit award agreement, dated February 27, 2015, by and between FMC Corporation and Pierre R. Brondeau
|
|
|
|
|
|
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
|
|
10.1
|
|
FMC Corporation Incentive Compensation and Stock Plan as amended and restated through April 27, 2015
|
|
|
|
|
|
10.2
|
|
Performance-based restricted stock unit award agreement, dated February 27, 2015, by and between FMC Corporation and Pierre R. Brondeau
|
|
|
|
|
|
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 |
|---|