Price Graph
Price
Yield
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x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
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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, 2015
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Common Stock, par value $0.10 per share
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133,615,109
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Page
No.
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(in Millions, Except Per Share Data)
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Three Months Ended June 30
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Six Months Ended June 30
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||||||||||||
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2015
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2014
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2015
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2014
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|||||||||
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(unaudited)
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(unaudited)
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||||||||||||
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Revenue
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$
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887.1
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$
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794.9
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$
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1,546.5
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$
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1,551.8
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Costs and Expenses
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||||||||
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Costs of sales and services
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581.3
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478.8
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990.0
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942.7
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||||
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||||||||
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Gross margin
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305.8
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316.1
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556.5
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609.1
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||||
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||||||||
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Selling, general and administrative expenses
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156.0
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119.6
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453.9
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234.2
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||||
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Research and development expenses
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39.0
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32.5
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65.6
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58.3
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||||
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Restructuring and other charges (income)
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10.3
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2.6
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32.6
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9.3
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||||
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Business separation costs
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—
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13.8
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—
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16.8
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||||
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Total costs and expenses
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786.6
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647.3
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1,542.1
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1,261.3
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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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100.5
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147.6
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4.4
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290.5
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||||
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Equity in (earnings) loss of affiliates
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(0.1
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)
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—
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—
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(0.3
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)
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||||
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Interest expense, net
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24.7
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13.2
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38.7
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24.8
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||||
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Income (loss) from continuing operations before income taxes
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75.9
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134.4
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(34.3
|
)
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|
266.0
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||||
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Provision (benefit) for income taxes
|
17.8
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36.4
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(31.3
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)
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71.0
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||||
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Income (loss) from continuing operations
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58.1
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98.0
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(3.0
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)
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195.0
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||||
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Discontinued operations, net of income taxes
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688.2
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15.3
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703.8
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(11.3
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)
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||||
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Net income (loss)
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746.3
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113.3
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700.8
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183.7
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||||
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Less: Net income attributable to noncontrolling interests
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4.0
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4.2
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5.3
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9.0
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||||
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Net income (loss) attributable to FMC stockholders
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$
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742.3
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$
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109.1
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$
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695.5
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$
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174.7
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Amounts attributable to FMC stockholders:
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Continuing operations, net of income taxes (benefit)
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$
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54.1
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$
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95.7
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$
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(8.3
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)
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$
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189.5
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Discontinued operations, net of income taxes
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688.2
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13.4
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703.8
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(14.8
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)
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||||
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Net income (loss) attributable to FMC stockholders
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$
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742.3
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$
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109.1
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$
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695.5
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$
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174.7
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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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0.40
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$
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0.72
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$
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(0.06
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$
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1.42
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Discontinued operations
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5.14
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0.10
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5.27
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(0.11
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)
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||||
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Net income (loss) attributable to FMC stockholders
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$
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5.54
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$
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0.82
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$
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5.21
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$
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1.31
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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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0.40
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$
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0.71
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$
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(0.06
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)
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$
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1.41
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Discontinued operations
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5.12
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0.10
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5.27
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(0.11
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)
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||||
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Net income (loss) attributable to FMC stockholders
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$
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5.52
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$
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0.81
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$
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5.21
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$
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1.30
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(in Millions)
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Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
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2015
|
|
2014
|
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2015
|
|
2014
|
|||||||||
|
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(unaudited)
|
|
(unaudited)
|
||||||||||||
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Net income (loss)
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$
|
746.3
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$
|
113.3
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$
|
700.8
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$
|
183.7
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|
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Other comprehensive income (loss), net of tax:
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|
||||||||
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Foreign currency adjustments:
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|
||||||||
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Foreign currency translation gain (loss) arising during the period
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(2.3
|
)
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|
(3.5
|
)
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|
(42.0
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)
|
|
(3.2
|
)
|
||||
|
Reclassification of foreign currency translation losses
|
—
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|
|
—
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|
|
—
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|
|
49.6
|
|
||||
|
Total foreign currency translation adjustments
(1)
|
(2.3
|
)
|
|
(3.5
|
)
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(42.0
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)
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|
46.4
|
|
||||
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|
||||||||
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Derivative instruments:
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|
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|
||||||||
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Unrealized hedging gains (losses) and other, net of tax of $1.5 and $3.5 for the three and six months ended 2015 and $1.1 and $2.4 for the three and six months ended 2014, respectively
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2.9
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|
|
2.0
|
|
|
5.2
|
|
|
4.5
|
|
||||
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Reclassification of deferred hedging (gains) losses and other, included in net income, net of tax of ($0.4) and ($1.6) for the three and six months ended 2015 and $0.6 and $1.0 for the three and six months ended 2014, respectively
(3)
|
(0.1
|
)
|
|
1.1
|
|
|
(1.9
|
)
|
|
2.2
|
|
||||
|
Total derivative instruments, net of tax of $1.1 and $1.9 for the three and six months ended 2015 and $1.7 and $3.4 for the three and six months ended 2014, respectively
|
2.8
|
|
|
3.1
|
|
|
3.3
|
|
|
6.7
|
|
||||
|
|
|
|
|
|
|
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|
||||||||
|
Pension and other postretirement benefits:
|
|
|
|
|
|
|
|
||||||||
|
Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax of zero and ($4.7) for the three and six months ended 2015 and zero for three and six months ended 2014, respectively
(2)
|
(1.2
|
)
|
|
(0.6
|
)
|
|
(7.1
|
)
|
|
(0.1
|
)
|
||||
|
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, net of tax of $5.5 and $12.2 for the three and six months ended 2015 and $3.7 and $6.9 for the three and six months 2014, respectively
(3)
|
9.7
|
|
|
6.7
|
|
|
21.4
|
|
|
12.7
|
|
||||
|
Total pension and other postretirement benefits, net of tax of $5.5 and $7.5 for the three and six months ended 2015 and $3.7 and $6.9 for the three and six months ended 2014, respectively
|
8.5
|
|
|
6.1
|
|
|
14.3
|
|
|
12.6
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss), net of tax
|
9.0
|
|
|
5.7
|
|
|
(24.4
|
)
|
|
65.7
|
|
||||
|
Comprehensive income (loss)
|
$
|
755.3
|
|
|
$
|
119.0
|
|
|
$
|
676.4
|
|
|
$
|
249.4
|
|
|
Less: Comprehensive income attributable to the noncontrolling interest
|
3.7
|
|
|
3.4
|
|
|
5.0
|
|
|
8.5
|
|
||||
|
Comprehensive income (loss) attributable to FMC stockholders
|
$
|
751.6
|
|
|
$
|
115.6
|
|
|
$
|
671.4
|
|
|
$
|
240.9
|
|
|
(1)
|
Income taxes are not provided on the equity in undistributed earnings of our foreign subsidiaries or affiliates since it is our intention that such earnings will remain invested in those affiliates permanently. The amount for the six months ended June 30, 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. The amounts for the six months June 30, 2015 includes adjustments, recorded during the three months ended March 31, 2015, to comprehensive income as the results of the disposal of our FMC Alkali Chemicals division, we triggered a curtailment of our U.S. pension plans. See Note 13 for more information.
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|
(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.
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|
(in Millions, Except Share and Par Value Data)
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
ASSETS
|
(unaudited)
|
||||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
477.5
|
|
|
$
|
109.5
|
|
|
Trade receivables, net of allowance - 2015: $40.8; 2014: $37.2
|
1,865.5
|
|
|
1,602.5
|
|
||
|
Inventories
|
1,041.1
|
|
|
607.6
|
|
||
|
Prepaid and other current assets
|
268.9
|
|
|
188.8
|
|
||
|
Deferred income taxes
|
152.7
|
|
|
222.7
|
|
||
|
Current assets of discontinued operations held for sale
|
—
|
|
|
203.3
|
|
||
|
Total current assets
|
$
|
3,805.7
|
|
|
$
|
2,934.4
|
|
|
Investments
|
4.8
|
|
|
5.5
|
|
||
|
Property, plant and equipment, net
|
1,112.8
|
|
|
930.0
|
|
||
|
Goodwill
|
728.9
|
|
|
352.5
|
|
||
|
Other intangibles, net
|
843.4
|
|
|
246.9
|
|
||
|
Other assets
|
334.0
|
|
|
269.6
|
|
||
|
Deferred income taxes
|
245.6
|
|
|
200.1
|
|
||
|
Noncurrent assets of discontinued operations held for sale
|
—
|
|
|
401.5
|
|
||
|
Total assets
|
$
|
7,075.2
|
|
|
$
|
5,340.5
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Short-term debt and current portion of long-term debt
|
$
|
268.3
|
|
|
$
|
525.2
|
|
|
Accounts payable, trade and other
|
578.4
|
|
|
378.3
|
|
||
|
Advance payments from customers
|
5.4
|
|
|
190.2
|
|
||
|
Accrued and other liabilities
|
330.4
|
|
|
407.2
|
|
||
|
Accrued customer rebates
|
367.1
|
|
|
236.0
|
|
||
|
Guarantees of vendor financing
|
57.0
|
|
|
50.2
|
|
||
|
Accrued pension and other postretirement benefits, current
|
6.6
|
|
|
12.7
|
|
||
|
Income taxes
|
367.4
|
|
|
22.2
|
|
||
|
Current liabilities of discontinued operations held for sale
|
—
|
|
|
88.4
|
|
||
|
Total current liabilities
|
$
|
1,980.6
|
|
|
$
|
1,910.4
|
|
|
Long-term debt, less current portion
|
2,050.9
|
|
|
1,153.4
|
|
||
|
Accrued pension and other postretirement benefits, long-term
|
200.8
|
|
|
238.7
|
|
||
|
Environmental liabilities, continuing and discontinued
|
179.1
|
|
|
209.9
|
|
||
|
Deferred income taxes
|
234.7
|
|
|
51.3
|
|
||
|
Noncurrent liabilities of discontinued operations held for sale
|
—
|
|
|
4.7
|
|
||
|
Other long-term liabilities
|
220.8
|
|
|
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
|
411.7
|
|
|
401.9
|
|
||
|
Retained earnings
|
3,635.7
|
|
|
2,984.5
|
|
||
|
Accumulated other comprehensive income (loss)
|
(399.9
|
)
|
|
(375.8
|
)
|
||
|
Treasury stock, common, at cost - 2015: 52,368,683 shares, 2014: 52,666,121 shares
|
(1,496.3
|
)
|
|
(1,498.7
|
)
|
||
|
Total FMC stockholders’ equity
|
$
|
2,169.8
|
|
|
$
|
1,530.5
|
|
|
Noncontrolling interests
|
38.5
|
|
|
33.5
|
|
||
|
Total equity
|
$
|
2,208.3
|
|
|
$
|
1,564.0
|
|
|
Total liabilities and equity
|
$
|
7,075.2
|
|
|
$
|
5,340.5
|
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2015
|
|
2014
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Net income (loss)
|
$
|
700.8
|
|
|
$
|
183.7
|
|
|
Discontinued operations
|
(703.8
|
)
|
|
11.3
|
|
||
|
Income (loss) from continuing operations
|
$
|
(3.0
|
)
|
|
$
|
195.0
|
|
|
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Depreciation and amortization
|
54.2
|
|
|
47.9
|
|
||
|
Equity in (earnings) loss of affiliates
|
—
|
|
|
(0.3
|
)
|
||
|
Restructuring and other charges (income)
|
32.6
|
|
|
9.3
|
|
||
|
Deferred income taxes
|
21.2
|
|
|
(20.8
|
)
|
||
|
Pension and other postretirement benefits
|
22.6
|
|
|
17.5
|
|
||
|
Share-based compensation
|
8.3
|
|
|
8.4
|
|
||
|
Excess tax benefits from share-based compensation
|
(2.0
|
)
|
|
(4.0
|
)
|
||
|
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
|
Trade receivables, net
|
241.4
|
|
|
(18.7
|
)
|
||
|
Guarantees of vendor financing
|
1.2
|
|
|
24.6
|
|
||
|
Inventories
|
(40.8
|
)
|
|
(44.0
|
)
|
||
|
Accounts payable
|
(111.9
|
)
|
|
(53.0
|
)
|
||
|
Advance payments from customers
|
(184.8
|
)
|
|
(174.9
|
)
|
||
|
Accrued customer rebates
|
121.5
|
|
|
146.9
|
|
||
|
Income taxes
|
6.5
|
|
|
38.3
|
|
||
|
Pension and other postretirement benefit contributions
|
(51.8
|
)
|
|
(45.2
|
)
|
||
|
Environmental spending, continuing, net of recoveries
|
(13.5
|
)
|
|
(5.1
|
)
|
||
|
Restructuring and other spending
|
(10.5
|
)
|
|
(4.6
|
)
|
||
|
Change in other operating assets and liabilities, net
(1)
|
(213.7
|
)
|
|
(25.1
|
)
|
||
|
Cash provided (required) by operating activities of continuing operations
|
$
|
(122.5
|
)
|
|
$
|
92.2
|
|
|
|
|
|
|
||||
|
Cash provided (required) by operating activities of discontinued operations:
|
|
|
|
||||
|
Environmental spending, discontinued, net of recoveries
|
(4.0
|
)
|
|
(9.9
|
)
|
||
|
Other discontinued reserves
|
(8.6
|
)
|
|
(22.3
|
)
|
||
|
Operating activities of discontinued operations, net of recoveries
|
(37.5
|
)
|
|
54.6
|
|
||
|
Cash provided (required) by operating activities of discontinued operations
|
$
|
(50.1
|
)
|
|
$
|
22.4
|
|
|
(1)
|
The June 30, 2015 change is impacted by a
$99.6 million
reduction in the Cheminova acquisition hedge liability and the non-cash Cheminova inventory fair value amortization of
$19.3 million
. Total cash payments during the six months ended June 30, 2015 associated with the Cheminova acquisition hedges were
$264.8 million
, which includes
$165.2 million
that were accrued and paid within the period.
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2015
|
|
2014
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by investing activities of continuing operations:
|
|
|
|
||||
|
Capital expenditures
|
$
|
(65.2
|
)
|
|
$
|
(101.4
|
)
|
|
Proceeds from disposal of property, plant and equipment
|
1.6
|
|
|
0.2
|
|
||
|
Acquisitions, net of cash acquired
|
(1,205.1
|
)
|
|
—
|
|
||
|
Other investing activities
|
(19.3
|
)
|
|
(4.4
|
)
|
||
|
Cash provided (required) by investing activities of continuing operations
|
$
|
(1,288.0
|
)
|
|
$
|
(105.6
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by investing activities of discontinued operations:
|
|
|
|
||||
|
Proceeds from divestitures
|
1,653.2
|
|
|
199.1
|
|
||
|
Other discontinued investing activities
|
(15.6
|
)
|
|
(18.3
|
)
|
||
|
Cash provided (required) by investing activities of discontinued operations
|
$
|
1,637.6
|
|
|
$
|
180.8
|
|
|
|
|
|
|
||||
|
Cash provided (required) by financing activities of continuing operations:
|
|
|
|
||||
|
Increase (decrease) in short-term debt
|
(394.6
|
)
|
|
(138.0
|
)
|
||
|
Repayments of long-term debt
|
(1,023.7
|
)
|
|
(17.3
|
)
|
||
|
Proceeds from borrowings of long-term debt
|
1,650.0
|
|
|
—
|
|
||
|
Distributions to non controlling interests
|
—
|
|
|
(11.5
|
)
|
||
|
Issuances of common stock, net
|
5.6
|
|
|
6.7
|
|
||
|
Excess tax benefits from share-based compensation
|
2.0
|
|
|
4.0
|
|
||
|
Dividends paid
(2)
|
(42.2
|
)
|
|
(38.0
|
)
|
||
|
Other repurchases of common stock
|
(3.2
|
)
|
|
(4.1
|
)
|
||
|
Cash provided (required) by financing activities of continuing operations
|
$
|
193.9
|
|
|
$
|
(198.2
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(2.9
|
)
|
|
(0.4
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
368.0
|
|
|
(8.8
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
109.5
|
|
|
123.2
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
477.5
|
|
|
$
|
114.4
|
|
|
(2)
|
See Note 12 regarding quarterly cash dividend.
|
|
Preliminary Purchase Price Allocation
|
|||
|
(in Millions)
|
|
||
|
Trade receivables
|
$
|
513.4
|
|
|
Inventories
(1)
|
421.1
|
|
|
|
Other current assets
|
53.6
|
|
|
|
Property, plant & equipment
|
192.9
|
|
|
|
Intangible assets
(2)
|
|
||
|
Customer relationships
|
258.7
|
|
|
|
Brands
|
363.7
|
|
|
|
In-process research & development
|
17.2
|
|
|
|
Goodwill
(3)
|
393.2
|
|
|
|
Other assets
|
58.1
|
|
|
|
Total fair value of assets acquired
|
2,271.9
|
|
|
|
|
|
||
|
Short-term debt
|
140.5
|
|
|
|
Other current liabilities
|
476.9
|
|
|
|
Long-term debt
(4)
|
273.1
|
|
|
|
Deferred tax liabilities
|
162.3
|
|
|
|
Other liabilities
|
14.0
|
|
|
|
Total fair value of liabilities assumed
|
1,066.8
|
|
|
|
|
|
||
|
Total cash paid, less cash acquired
|
$
|
1,205.1
|
|
|
(1)
|
Fair value of finished good inventories acquired included a step-up in the value of approximately
$58.1 million
, of which
$19.3 million
was expensed in the three and six months ended June 30, 2015 and included in "Cost of sales and services" on the condensed consolidated income statement.
|
|
(2)
|
The weighted average useful life of the acquired finite-lived intangibles, which primarily represents the customer relationships is approximately
20 years
.
|
|
(3)
|
Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes.
|
|
(4)
|
Long-term debt assumed primarily consisted of mortgage debt and borrowings under existing Cheminova credit facilities. As of June 30, 2015 the principal borrowings under this assumed debt has been settled utilizing the borrowing under the October 10, 2014 term loan.
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Pro forma Revenue
|
$
|
945.0
|
|
|
$
|
1,150.0
|
|
|
$
|
1,908.0
|
|
|
$
|
2,245.0
|
|
|
Pro forma Diluted earnings per share
|
$
|
5.68
|
|
|
$
|
0.98
|
|
|
$
|
6.17
|
|
|
$
|
1.57
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30
|
|
June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Acquisition-related charges
|
|
|
|
|
|
|
|
||||||||
|
Legal and professional fees
(1)
|
$
|
29.0
|
|
|
$
|
—
|
|
|
$
|
39.6
|
|
|
$
|
—
|
|
|
Inventory fair value amortization
(2)
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
||||
|
(Gain)/loss on hedging purchase price
(3)
|
(8.0
|
)
|
|
—
|
|
|
172.1
|
|
|
—
|
|
||||
|
Total Acquisition-related charges
|
$
|
40.3
|
|
|
$
|
—
|
|
|
$
|
231.0
|
|
|
$
|
—
|
|
|
Restructuring charges and asset disposals
|
|
|
|
|
|
|
|
||||||||
|
Cheminova restructuring
|
4.8
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
||||
|
Total Cheminova restructuring charges
(4)
|
$
|
4.8
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
$
|
—
|
|
|
(1)
|
Represents transaction costs, costs for transitional employees, other acquired employee related costs and integration related legal and professional third-party fees. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.”
|
|
(2)
|
On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.”
|
|
(3)
|
See "Cheminova Acquisition Hedge Costs" below for more information on these charges. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.”
|
|
(4)
|
See Note 7 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss).
|
|
(in Millions)
|
FMC Agricultural
Solutions
|
|
FMC Health and Nutrition
|
|
FMC Lithium
|
|
Total
|
||||||||
|
Balance, December 31, 2014
|
$
|
31.0
|
|
|
$
|
321.5
|
|
|
$
|
—
|
|
|
$
|
352.5
|
|
|
Acquisitions
|
393.2
|
|
|
—
|
|
|
—
|
|
|
393.2
|
|
||||
|
Foreign currency adjustments
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
||||
|
Balance, June 30, 2015
|
$
|
424.2
|
|
|
$
|
304.7
|
|
|
$
|
—
|
|
|
$
|
728.9
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
(in Millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
Intangible assets subject to amortization (finite-lived)
|
|||||||||||||||||||||||
|
Customer relationships
|
$
|
397.4
|
|
|
$
|
(29.2
|
)
|
|
$
|
368.2
|
|
|
$
|
152.8
|
|
|
$
|
(22.5
|
)
|
|
$
|
130.3
|
|
|
Patents
|
2.2
|
|
|
(0.2
|
)
|
|
2.0
|
|
|
1.7
|
|
|
(0.1
|
)
|
|
1.6
|
|
||||||
|
Brands
(1)
|
13.6
|
|
|
(1.3
|
)
|
|
12.3
|
|
|
1.2
|
|
|
(0.6
|
)
|
|
0.6
|
|
||||||
|
Purchased and licensed technologies
|
72.0
|
|
|
(27.4
|
)
|
|
44.6
|
|
|
74.3
|
|
|
(24.5
|
)
|
|
49.8
|
|
||||||
|
Other intangibles
|
3.6
|
|
|
(2.2
|
)
|
|
1.4
|
|
|
3.6
|
|
|
(2.4
|
)
|
|
1.2
|
|
||||||
|
|
$
|
488.8
|
|
|
$
|
(60.3
|
)
|
|
$
|
428.5
|
|
|
$
|
233.6
|
|
|
$
|
(50.1
|
)
|
|
$
|
183.5
|
|
|
Intangible assets not subject to amortization (indefinite life)
|
|||||||||||||||||||||||
|
Brands
(1)
|
$
|
398.4
|
|
|
|
|
$
|
398.4
|
|
|
$
|
63.4
|
|
|
|
|
$
|
63.4
|
|
||||
|
In-process research & development
|
16.5
|
|
|
|
|
16.5
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
|
|
$
|
414.9
|
|
|
|
|
$
|
414.9
|
|
|
$
|
63.4
|
|
|
|
|
$
|
63.4
|
|
||||
|
Total intangible assets
|
$
|
903.7
|
|
|
$
|
(60.3
|
)
|
|
$
|
843.4
|
|
|
$
|
297.0
|
|
|
$
|
(50.1
|
)
|
|
$
|
246.9
|
|
|
(1)
|
Represents trademarks, trade names and know-how.
|
|
(in Millions)
|
Finite-lived
|
|
Indefinite Life
|
||||
|
FMC Agricultural Solutions
|
$
|
351.8
|
|
|
$
|
388.9
|
|
|
FMC Health and Nutrition
|
75.6
|
|
|
26.0
|
|
||
|
FMC Lithium
|
1.1
|
|
|
—
|
|
||
|
Total
|
$
|
428.5
|
|
|
$
|
414.9
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Amortization expense
|
$
|
5.5
|
|
|
$
|
2.9
|
|
|
$
|
8.1
|
|
|
$
|
5.7
|
|
|
(in Millions)
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
Finished goods
|
$
|
491.9
|
|
|
$
|
281.1
|
|
|
Work in process
|
323.4
|
|
|
248.8
|
|
||
|
Raw materials, supplies and other
|
392.2
|
|
|
242.1
|
|
||
|
First-in, first-out inventory
|
$
|
1,207.5
|
|
|
$
|
772.0
|
|
|
Less: Excess of first-in, first-out cost over last-in, first-out cost
|
(166.4
|
)
|
|
(164.4
|
)
|
||
|
Net inventories
|
$
|
1,041.1
|
|
|
$
|
607.6
|
|
|
(in Millions)
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
Property, plant and equipment
|
$
|
1,828.0
|
|
|
$
|
1,618.7
|
|
|
Accumulated depreciation
|
(715.2
|
)
|
|
(688.7
|
)
|
||
|
Property, plant and equipment, net
|
$
|
1,112.8
|
|
|
$
|
930.0
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Restructuring charges and asset disposals
|
$
|
6.8
|
|
|
$
|
1.3
|
|
|
$
|
12.2
|
|
|
$
|
6.6
|
|
|
Other charges (income), net
|
3.5
|
|
|
1.3
|
|
|
20.4
|
|
|
2.7
|
|
||||
|
Total restructuring and other charges
|
$
|
10.3
|
|
|
$
|
2.6
|
|
|
$
|
32.6
|
|
|
$
|
9.3
|
|
|
|
Restructuring Charges
|
|
|
|
|
||||||||||
|
(in Millions)
|
Severance and Employee Benefits (1)
|
|
Other Charges (Income) (2)
|
|
Asset Disposal Charges (3)
|
|
Total
|
||||||||
|
Cheminova Restructuring
|
$
|
4.4
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
4.8
|
|
|
Health and Nutrition Restructuring
|
0.8
|
|
|
—
|
|
|
1.0
|
|
|
1.8
|
|
||||
|
Other Items
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
|
Three months ended June 30, 2015
|
$
|
5.2
|
|
|
$
|
0.5
|
|
|
$
|
1.1
|
|
|
$
|
6.8
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Health and Nutrition Restructuring
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
|
Other Items
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||
|
Three months ended June 30, 2014
|
$
|
0.9
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cheminova Restructuring
|
$
|
4.4
|
|
|
$
|
0.3
|
|
|
$
|
0.1
|
|
|
$
|
4.8
|
|
|
Health and Nutrition Restructuring
|
1.6
|
|
|
0.1
|
|
|
2.2
|
|
|
3.9
|
|
||||
|
Other Items
|
3.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
3.5
|
|
||||
|
Six months ended June 30, 2015
|
$
|
9.6
|
|
|
$
|
0.3
|
|
|
$
|
2.3
|
|
|
$
|
12.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Health and Nutrition Restructuring
|
$
|
5.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.8
|
|
|
Other Items
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
|
Six months ended June 30, 2014
|
$
|
5.8
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
6.6
|
|
|
(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 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
6/30/15
(4)
|
||||||||||
|
Cheminova Restructuring
|
$
|
—
|
|
|
$
|
4.7
|
|
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
Health and Nutrition Restructuring
|
4.6
|
|
|
1.7
|
|
|
(4.6
|
)
|
|
0.1
|
|
|
1.8
|
|
|||||
|
Other Workforce Related and Facility Shutdowns
(1)
|
3.0
|
|
|
3.5
|
|
|
(4.1
|
)
|
|
0.5
|
|
|
2.9
|
|
|||||
|
Restructuring activities related to discontinued operations
(5)
|
2.7
|
|
|
(2.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
0.4
|
|
|||||
|
Total
|
$
|
10.3
|
|
|
$
|
7.7
|
|
|
$
|
(10.7
|
)
|
|
$
|
0.6
|
|
|
$
|
7.9
|
|
|
(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)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Environmental charges, net
|
$
|
3.5
|
|
|
$
|
1.3
|
|
|
$
|
5.4
|
|
|
$
|
2.7
|
|
|
Other items, net
|
—
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
||||
|
Other charges (income), net
|
$
|
3.5
|
|
|
$
|
1.3
|
|
|
$
|
20.4
|
|
|
$
|
2.7
|
|
|
(in Millions)
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
Short-term foreign debt
(1)
|
$
|
161.4
|
|
|
$
|
36.6
|
|
|
Commercial paper
(2)
|
105.2
|
|
|
486.6
|
|
||
|
Total short-term debt
|
$
|
266.6
|
|
|
$
|
523.2
|
|
|
Current portion of long-term debt
|
1.7
|
|
|
2.0
|
|
||
|
Short-term debt and current portion of long-term debt
|
$
|
268.3
|
|
|
$
|
525.2
|
|
|
(1)
|
At
June 30, 2015
, the average interest rate on the borrowings was
12.0%
. We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries.
|
|
(2)
|
At
June 30, 2015
, the average interest rate on the borrowings was
0.51%
.
|
|
(in Millions)
|
June 30, 2015
|
|
|
|
|
||||||
|
Interest Rate
Percentage
|
|
Maturity
Date
|
|
June 30, 2015
|
|
December 31, 2014
|
|||||
|
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)
|
0.2-6.5%
|
|
2021-2035
|
|
$
|
141.5
|
|
|
$
|
141.5
|
|
|
Senior notes (less unamortized discount of $1.8 and $1.9, respectively)
|
3.95-5.2%
|
|
2019-2024
|
|
998.2
|
|
|
998.1
|
|
||
|
Term Loan Facility
|
1.4%
|
|
2020
|
|
900.0
|
|
|
—
|
|
||
|
Credit Facility
(1)
|
2.6%
|
|
2019
|
|
—
|
|
|
—
|
|
||
|
Foreign debt
|
3.5%
|
|
2015-2024
|
|
12.9
|
|
|
15.8
|
|
||
|
Total long-term debt
|
|
|
|
|
$
|
2,052.6
|
|
|
$
|
1,155.4
|
|
|
Less: debt maturing within one year
|
|
|
|
|
1.7
|
|
|
2.0
|
|
||
|
Total long-term debt, less current portion
|
|
|
|
|
$
|
2,050.9
|
|
|
$
|
1,153.4
|
|
|
(1)
|
Letters of credit outstanding under our Credit Facility totaled
$79.4 million
and available funds under this facility were
$1,315.4 million
at
June 30, 2015
, which reflects borrowings under our commercial paper program.
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Revenue
|
$
|
—
|
|
|
$
|
192.9
|
|
|
$
|
194.0
|
|
|
$
|
377.8
|
|
|
Costs of sales and services
|
—
|
|
|
151.4
|
|
|
149.2
|
|
|
300.9
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Income (loss) from discontinued operations before income taxes
(1)
|
1,069.8
|
|
|
33.0
|
|
|
1,088.7
|
|
|
61.2
|
|
||||
|
Provision for income taxes
|
372.0
|
|
|
5.1
|
|
|
372.4
|
|
|
9.8
|
|
||||
|
Total discontinued operations of FMC ACD, net of income taxes
|
$
|
697.8
|
|
|
$
|
27.9
|
|
|
$
|
716.3
|
|
|
$
|
51.4
|
|
|
Less: discontinued operations of FMC ACD attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
3.5
|
|
|
Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders
|
$
|
697.8
|
|
|
$
|
26.0
|
|
|
$
|
716.3
|
|
|
$
|
47.9
|
|
|
(1)
|
For the three months ended June 30, 2015 and 2014, respectively, amounts include approximately
zero
and
$2.2 million
attributable to noncontrolling interests,
zero
and
$2.1 million
of allocated interest expense,
$3.7 million
and
zero
of divestiture related charges. For the six months ended June 30, 2015 and 2014, respectively, amounts include approximately
zero
and
$4.1 million
attributable to noncontrolling interests,
$2.2 million
and
$4.0 million
of allocated interest expense,
$15.0 million
and
zero
of divestiture related charges and
$5.3 million
and
zero
of a pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance.
|
|
(in Millions)
|
December 31, 2014
|
||
|
Assets
|
|
||
|
Current assets of discontinued operations held for sale (primarily trade receivables and inventories)
|
$
|
203.3
|
|
|
Property, plant & equipment
(1)
|
378.6
|
|
|
|
Other non-current assets
(1)
|
22.9
|
|
|
|
Total assets of discontinued operations held for sale
|
$
|
604.8
|
|
|
Liabilities
|
|
||
|
Current liabilities of discontinued operations held for sale
|
(88.4
|
)
|
|
|
Noncurrent liabilities of discontinued operations held for sale
(1)
|
(4.7
|
)
|
|
|
Total liabilities of discontinued operations held for sale
|
$
|
(93.1
|
)
|
|
Net Assets
|
$
|
511.7
|
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of zero and ($0.3) for the three and six months ended 2015 and $0.6 for the three and six months ended 2014, respectively
|
$
|
2.4
|
|
|
$
|
(1.3
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(2.8
|
)
|
|
Provision for environmental liabilities, net of recoveries, net of income tax benefit of $2.6 and $4.6 for the three and six months ended 2015 and $4.4 and $7.1 for the three and six months ended 2014, respectively
(1)
|
(7.5
|
)
|
|
(7.5
|
)
|
|
(8.0
|
)
|
|
(12.3
|
)
|
||||
|
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $2.8 and $2.7 for the three and six months ended 2015 and $2.2 and $4.5 for the three and six months ended 2014, respectively
|
(4.5
|
)
|
|
(3.8
|
)
|
|
(4.4
|
)
|
|
(7.6
|
)
|
||||
|
Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of ($372.0) and ($372.4) for the three and six months ended 2015 and ($5.1) and ($9.8) for the three and six months ended 2014, respectively
|
697.8
|
|
|
27.9
|
|
|
716.3
|
|
|
51.4
|
|
||||
|
Discontinued operations of FMC Peroxygens, net of income tax benefit (expense) of zero for the three and six months ended 2015 and zero and ($29.3) for the three and six months ended 2014, respectively
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.0
|
)
|
||||
|
Discontinued operations, net of income taxes
|
$
|
688.2
|
|
|
$
|
15.3
|
|
|
$
|
703.8
|
|
|
$
|
(11.3
|
)
|
|
(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 proceeds.
|
|
(in Millions)
|
Gross
|
|
Recoveries
(3)
|
|
Net
|
||||||
|
Total environmental reserves at December 31, 2014
|
$
|
296.2
|
|
|
$
|
(11.9
|
)
|
|
$
|
284.3
|
|
|
Provision/(benefit)
|
18.0
|
|
|
—
|
|
|
18.0
|
|
|||
|
(Spending)/recoveries
|
(25.4
|
)
|
|
4.1
|
|
|
(21.3
|
)
|
|||
|
Total environmental reserves at June 30, 2015
|
$
|
288.8
|
|
|
$
|
(7.8
|
)
|
|
$
|
281.0
|
|
|
|
|
|
|
|
|
||||||
|
Environmental reserves, current
(1)
|
104.9
|
|
|
(3.0
|
)
|
|
101.9
|
|
|||
|
Environmental reserves, long-term
(2)
|
183.9
|
|
|
(4.8
|
)
|
|
179.1
|
|
|||
|
Total environmental reserves at June 30, 2015
|
$
|
288.8
|
|
|
$
|
(7.8
|
)
|
|
$
|
281.0
|
|
|
(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
|
|
6/30/2015
|
||||||
|
Environmental recoveries
|
$
|
29.9
|
|
|
—
|
|
|
(3.6
|
)
|
|
$
|
26.3
|
|
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Environmental provisions, net - recorded to liabilities
(1)
|
$
|
13.6
|
|
|
$
|
13.2
|
|
|
$
|
18.0
|
|
|
$
|
22.1
|
|
|
Environmental provisions, net - recorded to assets
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Environmental provision, net
|
$
|
13.6
|
|
|
$
|
13.2
|
|
|
$
|
18.0
|
|
|
$
|
22.1
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
(3)
|
3.5
|
|
|
1.3
|
|
|
5.4
|
|
|
2.7
|
|
||||
|
Discontinued operations
(4)
|
10.1
|
|
|
11.9
|
|
|
12.6
|
|
|
19.4
|
|
||||
|
Environmental provision, net
|
$
|
13.6
|
|
|
$
|
13.2
|
|
|
$
|
18.0
|
|
|
$
|
22.1
|
|
|
(in Millions, Except Share and Per Share Data)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Earnings (loss) attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations, net of income taxes
|
$
|
54.1
|
|
|
$
|
95.7
|
|
|
$
|
(8.3
|
)
|
|
$
|
189.5
|
|
|
Discontinued operations, net of income taxes
|
688.2
|
|
|
13.4
|
|
|
703.8
|
|
|
(14.8
|
)
|
||||
|
Net income (loss) attributable to FMC stockholders
|
$
|
742.3
|
|
|
$
|
109.1
|
|
|
$
|
695.5
|
|
|
$
|
174.7
|
|
|
Less: Distributed and undistributed earnings allocable to restricted award holders
|
(2.0
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
(0.5
|
)
|
||||
|
Net income (loss) allocable to common stockholders
|
$
|
740.3
|
|
|
$
|
108.8
|
|
|
$
|
695.5
|
|
|
$
|
174.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.40
|
|
|
$
|
0.72
|
|
|
$
|
(0.06
|
)
|
|
$
|
1.42
|
|
|
Discontinued operations
|
5.14
|
|
|
0.10
|
|
|
5.27
|
|
|
(0.11
|
)
|
||||
|
Net income (loss) attributable to FMC stockholders
|
$
|
5.54
|
|
|
$
|
0.82
|
|
|
$
|
5.21
|
|
|
$
|
1.31
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
|
|
|
|
||||||||
|
Continuing operations
|
$
|
0.40
|
|
|
$
|
0.71
|
|
|
$
|
(0.06
|
)
|
|
$
|
1.41
|
|
|
Discontinued operations
|
5.12
|
|
|
0.10
|
|
|
5.27
|
|
|
(0.11
|
)
|
||||
|
Net income (loss) attributable to FMC stockholders
|
$
|
5.52
|
|
|
$
|
0.81
|
|
|
$
|
5.21
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Shares (in thousands):
|
|
|
|
|
|
|
|
||||||||
|
Weighted average number of shares of common stock outstanding - Basic
|
133,714
|
|
|
133,339
|
|
|
133,643
|
|
|
133,233
|
|
||||
|
Weighted average additional shares assuming conversion of potential common shares
|
731
|
|
|
1,015
|
|
|
—
|
|
|
1,044
|
|
||||
|
Shares – diluted basis
|
134,445
|
|
|
134,354
|
|
|
133,643
|
|
|
134,277
|
|
||||
|
(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)
|
695.5
|
|
|
5.3
|
|
|
700.8
|
|
|||
|
Stock compensation plans
|
13.1
|
|
|
—
|
|
|
13.1
|
|
|||
|
Excess tax benefits from share-based compensation
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|||
|
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)
|
14.3
|
|
|
—
|
|
|
14.3
|
|
|||
|
Net hedging gains/(losses) and other, net of income tax
(1)
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|||
|
Foreign currency translation adjustments
(1)
|
(41.7
|
)
|
|
(0.3
|
)
|
|
(42.0
|
)
|
|||
|
Dividends
($0.33 per share)
|
(44.2
|
)
|
|
—
|
|
|
(44.2
|
)
|
|||
|
Repurchases of common stock
|
(3.2
|
)
|
|
—
|
|
|
(3.2
|
)
|
|||
|
Balance at June 30, 2015
|
$
|
2,169.8
|
|
|
$
|
38.5
|
|
|
$
|
2,208.3
|
|
|
(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
(3)
|
(41.7
|
)
|
|
5.2
|
|
|
(7.1
|
)
|
|
$
|
(43.6
|
)
|
|||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(1.9
|
)
|
|
21.4
|
|
|
$
|
19.5
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at June 30, 2015
|
$
|
(92.1
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(307.2
|
)
|
|
$
|
(399.9
|
)
|
|
(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
(3)
|
(2.7
|
)
|
|
4.5
|
|
|
(0.1
|
)
|
|
$
|
1.7
|
|
|||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
49.6
|
|
|
2.2
|
|
|
12.7
|
|
|
$
|
64.5
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at June 30, 2014
|
$
|
21.6
|
|
|
$
|
0.6
|
|
|
$
|
(157.9
|
)
|
|
$
|
(135.7
|
)
|
|
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 June 30
|
|
Six Months Ended June 30
|
|
|
||||||||||||
|
(in Millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Divestiture of FMC Peroxygens
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(49.6
|
)
|
|
Discontinued operations, net of income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Derivative instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency contracts
|
|
9.2
|
|
|
(2.4
|
)
|
|
17.9
|
|
|
(3.3
|
)
|
|
Costs of sales and services
|
||||
|
Energy contracts
|
|
(1.2
|
)
|
|
0.5
|
|
|
(2.5
|
)
|
|
1.5
|
|
|
Costs of sales and services
|
||||
|
Foreign currency contracts
|
|
(7.5
|
)
|
|
0.2
|
|
|
(11.9
|
)
|
|
(1.4
|
)
|
|
Selling, general and administrative expenses
|
||||
|
Total before tax
|
|
0.5
|
|
|
(1.7
|
)
|
|
3.5
|
|
|
(3.2
|
)
|
|
|
||||
|
|
|
(0.4
|
)
|
|
0.6
|
|
|
(1.6
|
)
|
|
1.0
|
|
|
Provision for income taxes
|
||||
|
Amount included in net income
|
|
$
|
0.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
1.9
|
|
|
$
|
(2.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Pension and other postretirement benefits
(2)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of prior service costs
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.6
|
)
|
|
(0.9
|
)
|
|
Selling, general and administrative expenses
|
||||
|
Amortization of unrecognized net actuarial and other gains (losses)
|
|
(15.0
|
)
|
|
(8.0
|
)
|
|
(27.7
|
)
|
|
(15.1
|
)
|
|
Selling, general and administrative expenses
|
||||
|
Recognized loss due to settlement and curtailment
|
|
—
|
|
|
(2.0
|
)
|
|
(5.3
|
)
|
|
(3.6
|
)
|
|
Selling, general and administrative expenses
(4)
|
||||
|
Total before tax
|
|
(15.2
|
)
|
|
(10.4
|
)
|
|
(33.6
|
)
|
|
(19.6
|
)
|
|
|
||||
|
|
|
5.5
|
|
|
3.7
|
|
|
12.2
|
|
|
6.9
|
|
|
Provision for income taxes
|
||||
|
Amount included in net income
|
|
(9.7
|
)
|
|
(6.7
|
)
|
|
(21.4
|
)
|
|
(12.7
|
)
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Total reclassifications for the period
|
|
$
|
(9.6
|
)
|
|
$
|
(7.8
|
)
|
|
$
|
(19.5
|
)
|
|
$
|
(64.5
|
)
|
|
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 first quarter of 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 loss due to curtailment for the
six
months ended
June 30, 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 June 30
|
|
Six Months Ended June 30
|
||||||||||||||||||||||||||||
|
Pensions
|
|
Other Benefits
|
|
Pensions
|
|
Other Benefits
|
|||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||||||||||
|
Components of net annual benefit cost (income):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Service cost
|
$
|
3.5
|
|
|
$
|
4.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.6
|
|
|
$
|
9.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
15.3
|
|
|
15.6
|
|
|
0.2
|
|
|
0.3
|
|
|
30.7
|
|
|
31.0
|
|
|
0.5
|
|
|
0.6
|
|
||||||||
|
Expected return on plan assets
|
(22.3
|
)
|
|
(21.6
|
)
|
|
—
|
|
|
—
|
|
|
(44.5
|
)
|
|
(43.2
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Amortization of prior service cost (credit)
|
0.2
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
0.9
|
|
|
0.1
|
|
|
—
|
|
||||||||
|
Recognized net actuarial and other (gain) loss
|
15.2
|
|
|
7.8
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
28.2
|
|
|
15.7
|
|
|
(0.5
|
)
|
|
(0.8
|
)
|
||||||||
|
Recognized loss due to curtailment
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
||||||||
|
Recognized loss due to settlement
(2)
|
—
|
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
||||||||
|
Net periodic benefit cost
(3)
|
$
|
11.9
|
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
27.3
|
|
|
$
|
17.7
|
|
|
$
|
0.6
|
|
|
$
|
(0.2
|
)
|
|
(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 June 30
|
||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||
|
(in Millions)
|
Before Tax
|
|
Tax
|
Effective Tax Rate % Impact
|
|
Before Tax
|
|
Tax
|
Effective Tax Rate % Impact
|
||||||||||
|
Continuing operations
|
$
|
75.9
|
|
|
$
|
17.8
|
|
23.5
|
%
|
|
$
|
134.4
|
|
|
$
|
36.4
|
|
27.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Discrete items:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Acquisition-related charges
(1)
|
21.0
|
|
|
7.5
|
|
|
|
—
|
|
|
—
|
|
|
||||||
|
Currency remeasurement
(2)
|
17.7
|
|
|
6.7
|
|
|
|
12.4
|
|
|
0.7
|
|
|
||||||
|
Other discrete items
|
13.6
|
|
|
1.9
|
|
|
|
14.3
|
|
|
3.6
|
|
|
||||||
|
Tax only discrete items
(3)
|
—
|
|
|
(2.1
|
)
|
|
|
—
|
|
|
1.1
|
|
|
||||||
|
Total discrete items
|
$
|
52.3
|
|
|
$
|
14.0
|
|
|
|
$
|
26.7
|
|
|
$
|
5.4
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations, before discrete items
|
$
|
128.2
|
|
|
$
|
31.8
|
|
|
|
$
|
161.1
|
|
|
$
|
41.8
|
|
|
||
|
Estimated Annualized Effective Tax Rate (EAETR)
(4)
|
|
|
|
24.8
|
%
|
|
|
|
|
25.9
|
%
|
||||||||
|
|
Six Months Ended June 30
|
||||||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||||||
|
(in Millions)
|
Before Tax
|
|
Tax
|
Effective Tax Rate % Impact
|
|
Before Tax
|
|
Tax
|
Effective Tax Rate % Impact
|
||||||||||
|
Continuing operations
|
$
|
(34.3
|
)
|
|
$
|
(31.3
|
)
|
91.3
|
%
|
|
$
|
266.0
|
|
|
$
|
71.0
|
|
26.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Discrete items:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Acquisition-related charges
(1)
|
211.7
|
|
|
77.8
|
|
|
|
—
|
|
|
—
|
|
|
||||||
|
Currency remeasurement
(2)
|
24.0
|
|
|
3.9
|
|
|
|
12.4
|
|
|
0.7
|
|
|
||||||
|
Other discrete items
|
35.4
|
|
|
9.2
|
|
|
|
27.3
|
|
|
7.8
|
|
|
||||||
|
Tax only discrete items
(3)
|
—
|
|
|
0.9
|
|
|
|
—
|
|
|
1.1
|
|
|
||||||
|
Total discrete items
|
$
|
271.1
|
|
|
$
|
91.8
|
|
|
|
$
|
39.7
|
|
|
$
|
9.6
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations, before discrete items
|
$
|
236.8
|
|
|
$
|
60.5
|
|
|
|
$
|
305.7
|
|
|
$
|
80.6
|
|
|
||
|
Estimated Annualized Effective Tax Rate (EAETR)
(4)
|
|
|
|
25.5
|
%
|
|
|
|
|
26.4
|
%
|
||||||||
|
(1)
|
Acquisition-related charges for the three and six months ended June 30, 2015 are primarily taxed at domestic tax rates resulting in a material tax benefit. The acquisition-related charges are comprised of legal and professional fees and gain/loss on hedging the purchase price associated with Cheminova, see Note 3 for more information. As noted in footnote (2), below, hedge gains or losses are treated discretely for tax purposes.
|
|
(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.
|
|
(4)
|
Change in the EAETR period to period is primarily due to income mix between subsidiaries.
|
|
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, 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
|
$
|
15.3
|
|
|
$
|
8.7
|
|
|
$
|
24.0
|
|
|
$
|
(3.3
|
)
|
|
$
|
20.7
|
|
|
Total derivative assets
(1)
|
15.3
|
|
|
8.7
|
|
|
24.0
|
|
|
(3.3
|
)
|
|
20.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
(15.2
|
)
|
|
(7.8
|
)
|
|
(23.0
|
)
|
|
3.3
|
|
|
(19.7
|
)
|
|||||
|
Energy contracts
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
(2.1
|
)
|
|||||
|
Total derivative liabilities
(2)
|
(17.3
|
)
|
|
(7.8
|
)
|
|
(25.1
|
)
|
|
3.3
|
|
|
(21.8
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(2.0
|
)
|
|
$
|
0.9
|
|
|
$
|
(1.1
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
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 June 30
|
||||||||||||||||||||||||||||||
|
|
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
|
$
|
3.2
|
|
|
$
|
2.0
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.9
|
|
|
$
|
2.0
|
|
|
Reclassification of deferred hedging (gains) losses,
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Effective portion
(1)
|
(0.9
|
)
|
|
1.4
|
|
|
0.8
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
1.1
|
|
||||||||
|
Total derivative instrument impact on
comprehensive income
|
$
|
2.3
|
|
|
$
|
3.4
|
|
|
$
|
0.5
|
|
|
$
|
(0.3
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
|
$
|
3.1
|
|
|
|
|||||||||||||||||||||||||||||||
|
|
Six Months Ended June 30
|
||||||||||||||||||||||||||||||
|
|
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
|
$
|
3.5
|
|
|
$
|
3.1
|
|
|
$
|
1.7
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
4.5
|
|
|
Reclassification of deferred hedging (gains) losses,
net of tax
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Effective portion
|
(3.5
|
)
|
|
3.2
|
|
|
1.6
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
2.2
|
|
||||||||
|
Total derivative instrument impact on
comprehensive income
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
3.3
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
|
$
|
6.7
|
|
|
(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 June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Foreign exchange contracts
|
Cost of sales and services
|
$
|
(3.3
|
)
|
|
$
|
6.2
|
|
|
$
|
(7.8
|
)
|
|
$
|
1.3
|
|
|
|
Selling, general & administrative
(2)
|
8.0
|
|
|
—
|
|
|
(172.1
|
)
|
|
—
|
|
||||
|
Total
|
|
$
|
4.7
|
|
|
$
|
6.2
|
|
|
$
|
(179.9
|
)
|
|
$
|
1.3
|
|
|
(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 the Cheminova acquisition hedge. See Note 3 within these condensed consolidated financial statements for more information.
|
|
(in Millions)
|
June 30, 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)
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
20.7
|
|
|
$
|
—
|
|
|
Other
(2)
|
32.3
|
|
|
32.3
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
53.0
|
|
|
$
|
32.3
|
|
|
$
|
20.7
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
(1)
|
$
|
2.1
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
19.7
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
||||
|
Other
(3)
|
35.0
|
|
|
34.1
|
|
|
0.9
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
56.8
|
|
|
$
|
34.1
|
|
|
$
|
22.7
|
|
|
$
|
—
|
|
|
(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)
|
June 30, 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) (Six Months Ended June 30, 2015)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-lived assets associated with exit activities
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(1)
|
Primarily represents 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)
|
$
|
57.0
|
|
|
Tronox guarantees
(2)
|
108.6
|
|
|
|
Other debt guarantees
(3)
|
14.3
|
|
|
|
Total
|
$
|
179.9
|
|
|
(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)
|
See Note 9 for more information on these Tronox guarantees. The fair value of the Tronox guarantees at June 30, 2015 is
$6.1 million
. These amounts are included within "Other long-term liabilities" on the condensed consolidated balance sheet. Excluded from this amount are letters of credit totaling
$12.9 million
issued under our Credit Facility, see Note 8 for more information. As of July 27, 2015 we have been released from any further obligations under the Tronox guarantees totaling
$108.6 million
as included above.
|
|
(3)
|
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 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 is 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
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
625.6
|
|
|
$
|
531.2
|
|
|
$
|
1,018.0
|
|
|
$
|
998.1
|
|
|
FMC Health and Nutrition
|
206.6
|
|
|
207.1
|
|
|
417.6
|
|
|
433.3
|
|
||||
|
FMC Lithium
|
54.9
|
|
|
56.6
|
|
|
110.9
|
|
|
120.4
|
|
||||
|
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
887.1
|
|
|
$
|
794.9
|
|
|
$
|
1,546.5
|
|
|
$
|
1,551.8
|
|
|
Income from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
121.4
|
|
|
$
|
130.7
|
|
|
$
|
203.2
|
|
|
$
|
250.8
|
|
|
FMC Health and Nutrition
|
50.5
|
|
|
49.1
|
|
|
101.5
|
|
|
100.0
|
|
||||
|
FMC Lithium
|
4.6
|
|
|
7.5
|
|
|
10.1
|
|
|
14.1
|
|
||||
|
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Segment operating profit
|
$
|
176.5
|
|
|
$
|
187.3
|
|
|
314.8
|
|
|
364.9
|
|
||
|
Corporate and other
|
(17.1
|
)
|
|
(19.5
|
)
|
|
(32.4
|
)
|
|
(36.9
|
)
|
||||
|
Operating profit before the items listed below
|
$
|
159.4
|
|
|
$
|
167.8
|
|
|
282.4
|
|
|
328.0
|
|
||
|
Interest expense, net
|
(24.7
|
)
|
|
(13.2
|
)
|
|
(38.7
|
)
|
|
(24.8
|
)
|
||||
|
Restructuring and other (charges) income
(1)
|
(10.3
|
)
|
|
(2.6
|
)
|
|
(32.6
|
)
|
|
(9.3
|
)
|
||||
|
Non-operating pension and postretirement (charges) income
(2)
|
(8.2
|
)
|
|
(2.7
|
)
|
|
(14.4
|
)
|
|
(6.9
|
)
|
||||
|
Business separation costs
(3)
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
||||
|
Acquisition-related charges
(4)
|
(40.3
|
)
|
|
(1.1
|
)
|
|
(231.0
|
)
|
|
(4.2
|
)
|
||||
|
(Provision) benefit for income taxes
|
(17.8
|
)
|
|
(36.4
|
)
|
|
31.3
|
|
|
(71.0
|
)
|
||||
|
Discontinued operations, net of income taxes
|
688.2
|
|
|
15.3
|
|
|
703.8
|
|
|
(11.3
|
)
|
||||
|
Net income attributable to noncontrolling interests
|
(4.0
|
)
|
|
(4.2
|
)
|
|
(5.3
|
)
|
|
(9.0
|
)
|
||||
|
Net income (loss) attributable to FMC stockholders
|
$
|
742.3
|
|
|
$
|
109.1
|
|
|
$
|
695.5
|
|
|
$
|
174.7
|
|
|
(1)
|
See Note 7 for details of restructuring and other charges (income). Amounts for the three months ended
June 30, 2015
, relate to FMC Agricultural Solutions of
$4.8 million
, FMC Health and Nutrition of
$1.8 million
, FMC Lithium of
$0.2 million
and Corporate of
$3.5 million
. Amounts for the three months ended
June 30, 2014
, relate to FMC Health and Nutrition of
$1.0 million
, FMC Lithium of
$(0.2) million
, and Corporate of
$1.8 million
. Amounts for the six months ended June 30, 2015, relate to FMC Agricultural Solutions of
$23.1 million
, FMC Health and Nutrition of
$4.0 million
, FMC Lithium of
$0.5 million
and Corporate of
$5.0 million
. Amounts of the six months June 30, 2014, relate to FMC Health and Nutrition of
$5.9 million
, FMC Lithium of
$(0.1) million
and Corporate of
$3.5 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 and divestiture of our FMC Alkali Chemicals division. Business separation costs for the three and six months ended June 30, 2014 represent charges associated with the planned separation activities through June 30, 2014.
|
|
(4)
|
Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting, transaction costs, costs for transitional employees, other acquired employee related costs, integration related legal and professional third-party fees and gains or losses on hedging purchase price associated with the planned or completed acquisitions. Amounts represent the following:
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30
|
|
June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Acquisition-related charges -
Cheminova
|
|
|
|
|
|
|
|
||||||||
|
Legal and professional fees
(1)
|
$
|
29.0
|
|
|
$
|
—
|
|
|
$
|
39.6
|
|
|
$
|
—
|
|
|
Inventory fair value amortization
(2)
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
||||
|
(Gain)/loss on hedging purchase price
(1)
|
(8.0
|
)
|
|
—
|
|
|
172.1
|
|
|
—
|
|
||||
|
Acquisition-related charges -
Epax
|
|
|
|
|
|
|
|
||||||||
|
Inventory fair value amortization
(2)
|
—
|
|
|
1.1
|
|
|
—
|
|
|
4.2
|
|
||||
|
Acquisition-related charges
|
$
|
40.3
|
|
|
$
|
1.1
|
|
|
$
|
231.0
|
|
|
$
|
4.2
|
|
|
•
|
Environmental obligations and related recoveries
|
|
•
|
Impairment and valuation of long-lived assets
|
|
•
|
Pensions and other postretirement benefits
|
|
•
|
Income taxes
|
|
•
|
Revenue of
$887.1 million
for the three months ended
June 30, 2015
increased $92 million or 12 percent versus the same period last year. The increase in revenue was primarily attributable to FMC Agricultural Solutions and the acquisition of Cheminova, completed in April 2015. 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 improved by 22 percent, sales in Latin America decreased 18 percent and sales in Europe, Middle East and Africa increased by 67 percent primarily due to the acquisition of Cheminova.
|
|
•
|
Our gross margin, excluding acquisition-related charges, increased by approximately $8 million or approximately two percent to $325 million versus last prior year's quarter. Gross margin percent of 37 percent declined from 40 percent. The reduction in gross margin was due to lower volumes in Brazil within FMC Agricultural Solutions. The gross margin percentage decline was driven primarily by unfavorable currency movements.
|
|
•
|
Selling, general and administrative expenses, excluding acquisition-related charges and non-operating pension and postretirement charges increased by approximately $10 million or 8 percent to $127 million. The increase was driven primarily by the acquisition of Cheminova which is being integrated into our FMC Agricultural Solutions segment.
|
|
•
|
Research and Development expenses of $39 million increased $7 million or 20 percent.
|
|
•
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $94.3 million decreased by $15 million or 14 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 April 1, 2015, we completed the previously disclosed sale of our FMC Alkali Chemicals division ("ACD") for
$1,653.2 million
to a wholly owned subsidiary of Tronox Limited ("Tronox"). The sale resulted in approximately
$1,202.1 million
in after-tax cash proceeds.
|
|
•
|
On April 21, 2015, pursuant to the terms and conditions set forth in the Purchase Agreement, we completed the acquisition of
100 percent
of the outstanding equity of Cheminova from Auriga for an aggregate purchase price of
$1.2 billion
, excluding assumed net debt and hedged-related costs totaling
$0.6 billion
(the “Acquisition”).
|
|
SEGMENT RESULTS RECONCILIATION
|
|||||||||||||||
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
625.6
|
|
|
$
|
531.2
|
|
|
$
|
1,018.0
|
|
|
$
|
998.1
|
|
|
FMC Health and Nutrition
|
206.6
|
|
|
207.1
|
|
|
417.6
|
|
|
433.3
|
|
||||
|
FMC Lithium
|
54.9
|
|
|
56.6
|
|
|
110.9
|
|
|
120.4
|
|
||||
|
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
$
|
887.1
|
|
|
$
|
794.9
|
|
|
$
|
1,546.5
|
|
|
$
|
1,551.8
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
|
|
|
|
||||||||
|
FMC Agricultural Solutions
|
$
|
121.4
|
|
|
$
|
130.7
|
|
|
$
|
203.2
|
|
|
$
|
250.8
|
|
|
FMC Health and Nutrition
|
50.5
|
|
|
49.1
|
|
|
101.5
|
|
|
100.0
|
|
||||
|
FMC Lithium
|
4.6
|
|
|
7.5
|
|
|
10.1
|
|
|
14.1
|
|
||||
|
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Segment operating profit
|
$
|
176.5
|
|
|
$
|
187.3
|
|
|
$
|
314.8
|
|
|
$
|
364.9
|
|
|
Corporate and other
|
(17.1
|
)
|
|
(19.5
|
)
|
|
(32.4
|
)
|
|
(36.9
|
)
|
||||
|
Operating profit before the items listed below
|
$
|
159.4
|
|
|
$
|
167.8
|
|
|
282.4
|
|
|
328.0
|
|
||
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense, net
|
(24.7
|
)
|
|
(13.2
|
)
|
|
(38.7
|
)
|
|
(24.8
|
)
|
||||
|
Corporate special (charges) income:
|
|
|
|
|
|
|
|
||||||||
|
Restructuring and other (charges) income
(1)
|
(10.3
|
)
|
|
(2.6
|
)
|
|
(32.6
|
)
|
|
(9.3
|
)
|
||||
|
Non-operating pension and postretirement charges
(2)
|
(8.2
|
)
|
|
(2.7
|
)
|
|
(14.4
|
)
|
|
(6.9
|
)
|
||||
|
Business separation costs
(3)
|
—
|
|
|
(13.8
|
)
|
|
—
|
|
|
(16.8
|
)
|
||||
|
Acquisition-related charges
(4)
|
(40.3
|
)
|
|
(1.1
|
)
|
|
(231.0
|
)
|
|
(4.2
|
)
|
||||
|
(Provision) benefit for income taxes
|
(17.8
|
)
|
|
(36.4
|
)
|
|
31.3
|
|
|
(71.0
|
)
|
||||
|
Discontinued operations, net of income taxes
|
688.2
|
|
|
15.3
|
|
|
703.8
|
|
|
(11.3
|
)
|
||||
|
Net income attributable to noncontrolling interests
|
(4.0
|
)
|
|
(4.2
|
)
|
|
(5.3
|
)
|
|
(9.0
|
)
|
||||
|
Net income (loss) attributable to FMC stockholders
|
$
|
742.3
|
|
|
$
|
109.1
|
|
|
$
|
695.5
|
|
|
$
|
174.7
|
|
|
(1)
|
See Note 7 for details of restructuring and other charges (income). Amounts for the three months ended
June 30, 2015
, relate to FMC Agricultural Solutions of
$4.8 million
, FMC Health and Nutrition of
$1.8 million
, FMC Lithium of
$0.2 million
and Corporate of
$3.5 million
. Amounts for the three months ended
June 30, 2014
, relate to FMC Health and Nutrition of
$1.0 million
, FMC Lithium of
$(0.2) million
and Corporate of
$1.8 million
. Amounts for the six months ended June 30, 2015, relate to FMC Agricultural Solutions of
$23.1 million
, FMC Health and Nutrition of
$4.0 million
, FMC Lithium of
$0.5 million
and Corporate of
$5.0 million
. Amounts of the six months June 30, 2014, relate to FMC Health and Nutrition of
$5.9 million
and FMC Lithium of
$(0.1) million
Corporate of
$3.5 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 and divestiture of our FMC Alkali Chemicals division. Business separation costs for the three and six months ended June 30, 2014 represent charges associated with the planned separation activities through June 30, 2014.
|
|
(4)
|
Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting, transaction costs, costs for transitional employees, other acquired employee related costs, integration related legal and professional third-party fees and gains or losses on hedging purchase price associated with the planned or completed acquisitions. Amounts represent the following:
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30
|
|
June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Acquisition-related charges -
Cheminova
|
|
|
|
|
|
|
|
||||||||
|
Legal and professional fees
(1)
|
$
|
29.0
|
|
|
$
|
—
|
|
|
$
|
39.6
|
|
|
$
|
—
|
|
|
Inventory fair value amortization
(2)
|
19.3
|
|
|
—
|
|
|
19.3
|
|
|
—
|
|
||||
|
(Gain)/loss on hedging purchase price
(1)
|
(8.0
|
)
|
|
—
|
|
|
172.1
|
|
|
—
|
|
||||
|
Acquisition-related charges -
Epax
|
|
|
|
|
|
|
|
||||||||
|
Inventory fair value amortization
(2)
|
—
|
|
|
1.1
|
|
|
—
|
|
|
4.2
|
|
||||
|
Acquisition-related charges
|
$
|
40.3
|
|
|
$
|
1.1
|
|
|
$
|
231.0
|
|
|
$
|
4.2
|
|
|
(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 June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Net income (loss) attributable to FMC stockholders (GAAP)
|
$
|
742.3
|
|
|
$
|
109.1
|
|
|
$
|
695.5
|
|
|
$
|
174.7
|
|
|
Corporate special charges (income), pre-tax
|
58.8
|
|
|
20.2
|
|
|
278.0
|
|
|
37.2
|
|
||||
|
Income tax expense (benefit) on Corporate special charges (income)
|
(19.6
|
)
|
|
(7.3
|
)
|
|
(100.1
|
)
|
|
(13.1
|
)
|
||||
|
Corporate special charges (income), net of income taxes
|
$
|
39.2
|
|
|
$
|
12.9
|
|
|
177.9
|
|
|
24.1
|
|
||
|
Discontinued operations attributable to FMC Stockholders, net of income taxes
|
(688.2
|
)
|
|
(13.4
|
)
|
|
(703.8
|
)
|
|
14.8
|
|
||||
|
Tax adjustments
|
1.0
|
|
|
1.0
|
|
|
8.5
|
|
|
1.0
|
|
||||
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP)
|
$
|
94.3
|
|
|
$
|
109.6
|
|
|
$
|
178.1
|
|
|
$
|
214.6
|
|
|
(in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Revenue
|
$
|
625.6
|
|
|
$
|
531.2
|
|
|
$
|
1,018.0
|
|
|
$
|
998.1
|
|
|
Operating Profit
|
121.4
|
|
|
130.7
|
|
|
203.2
|
|
|
250.8
|
|
||||
|
FMC Agricultural Solutions Pro Forma Financial Results
|
|||||||||||||||
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Revenue
|
|
|
|
|
|
|
|
||||||||
|
Revenue, FMC Agricultural Solutions, as reported
(1)
|
$
|
625.6
|
|
|
$
|
531.2
|
|
|
$
|
1,018.0
|
|
|
$
|
998.1
|
|
|
Revenue, Cheminova, pro forma
(2)
|
57.9
|
|
|
354.6
|
|
|
362.0
|
|
|
693.7
|
|
||||
|
Pro Forma Combined, Revenue
(3)
|
$
|
683.5
|
|
|
$
|
885.8
|
|
|
$
|
1,380.0
|
|
|
$
|
1,691.8
|
|
|
Operating Profit
|
|
|
|
|
|
|
|
||||||||
|
Operating Profit, FMC Agricultural Solutions, as reported
(1)
|
$
|
121.4
|
|
|
$
|
130.7
|
|
|
$
|
203.2
|
|
|
$
|
250.8
|
|
|
Operating Profit, Cheminova, pro forma
(2)
|
(4.1
|
)
|
|
36.0
|
|
|
19.9
|
|
|
59.5
|
|
||||
|
Pro Forma Combined, Operating Profit
(3)
|
$
|
117.3
|
|
|
$
|
166.7
|
|
|
$
|
223.1
|
|
|
$
|
310.3
|
|
|
(1)
|
As reported amounts are the results of operations of FMC Agricultural Solutions, including the results of the Cheminova acquisition from April 21, 2015 onward.
|
|
(2)
|
Cheminova pro forma amounts include the historical results of Cheminova, prior to April 21, 2015. These amounts also include adjustments as if the Cheminova transaction had occurred on January 1, 2014, including the effects of acquisition accounting. The pro forma amounts do not include adjustments for expenses related to integration activities, cost savings or synergies that may have been or may be achieved by the combined segment.
|
|
(3)
|
The pro forma combined amounts are not necessarily indicative of what the results would have been had we acquired Cheminova on January 1, 2014 or indicative of future results.
|
|
FMC Agricultural Solutions Pro Forma Combined Revenue by Region
(1)
|
|||||||||||||||
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Latin America
|
$
|
163.5
|
|
|
$
|
259.5
|
|
|
$
|
297.3
|
|
|
$
|
450.8
|
|
|
North America
|
177.0
|
|
|
200.5
|
|
|
406.4
|
|
|
448.1
|
|
||||
|
Europe, Middle East and Africa (EMEA)
|
189.0
|
|
|
239.6
|
|
|
401.7
|
|
|
471.7
|
|
||||
|
Asia
|
154.0
|
|
|
186.2
|
|
|
274.6
|
|
|
321.2
|
|
||||
|
Total
|
$
|
683.5
|
|
|
$
|
885.8
|
|
|
$
|
1,380.0
|
|
|
$
|
1,691.8
|
|
|
(1)
|
The pro forma combined revenue by region amounts are not necessarily indicative of what the results would have been had we acquired Cheminova on January 1, 2014 or indicative of future results.
|
|
($ in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
|||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Revenue
|
$
|
206.6
|
|
|
$
|
207.1
|
|
|
$
|
417.6
|
|
|
433.3
|
|
|
Operating Profit
|
50.5
|
|
|
49.1
|
|
|
101.5
|
|
|
100.0
|
|
|||
|
($ in Millions)
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|||||||||
|
Revenue
|
$
|
54.9
|
|
|
$
|
56.6
|
|
|
$
|
110.9
|
|
|
$
|
120.4
|
|
|
Operating Profit
|
4.6
|
|
|
7.5
|
|
|
10.1
|
|
|
14.1
|
|
||||
|
|
Three Months Ended June 30
|
|
Six Months Ended June 30
|
||||||||||||
|
(in Millions)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
Restructuring charges and asset disposals
|
$
|
6.8
|
|
|
$
|
1.3
|
|
|
$
|
12.2
|
|
|
$
|
6.6
|
|
|
Other charges (income), net
|
3.5
|
|
|
1.3
|
|
|
20.4
|
|
|
2.7
|
|
||||
|
Total restructuring and other charges
|
$
|
10.3
|
|
|
$
|
2.6
|
|
|
$
|
32.6
|
|
|
$
|
9.3
|
|
|
(in Millions)
|
Six Months Ended June 30
|
||||||
|
2015
|
|
2014
|
|||||
|
Income (loss) from continuing operations before equity in (earnings) loss of affiliates, interest income and expense and income taxes
|
$
|
4.4
|
|
|
$
|
290.5
|
|
|
Significant non-cash expenses
(1)
|
86.2
|
|
|
73.8
|
|
||
|
Operating income before non-cash expenses (Non-GAAP)
|
$
|
90.6
|
|
|
$
|
364.3
|
|
|
Change in trade receivables
(2)
|
241.4
|
|
|
(18.7
|
)
|
||
|
Change in inventories
(3)
|
(40.8
|
)
|
|
(44.0
|
)
|
||
|
Change in accounts payable
(4)
|
(111.9
|
)
|
|
(53.0
|
)
|
||
|
Change in accrued rebates
(5)
|
121.5
|
|
|
146.9
|
|
||
|
Change in advance payments from customers
(6)
|
(184.8
|
)
|
|
(174.9
|
)
|
||
|
Change in all other operating assets and liabilities
(7)
|
(103.8
|
)
|
|
7.4
|
|
||
|
Restructuring and other spending
(8)
|
(10.5
|
)
|
|
(4.6
|
)
|
||
|
Environmental spending, continuing, net of recoveries
(9)
|
(13.5
|
)
|
|
(5.1
|
)
|
||
|
Pension and other postretirement benefit contributions
(10)
|
(51.8
|
)
|
|
(45.2
|
)
|
||
|
Cash basis operating income (Non-GAAP)
|
$
|
(63.6
|
)
|
|
$
|
173.1
|
|
|
|
|
|
|
||||
|
Interest payments
|
(37.9
|
)
|
|
(19.6
|
)
|
||
|
Tax payments
|
(19.0
|
)
|
|
(57.3
|
)
|
||
|
Excess tax benefits from share-based compensation
|
(2.0
|
)
|
|
(4.0
|
)
|
||
|
|
|
|
|
||||
|
Cash provided (required) by operating activities of continuing operations
|
$
|
(122.5
|
)
|
|
$
|
92.2
|
|
|
(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 2015 was primarily driven by reduced revenue growth in FMC Agricultural Solutions primarily related to Brazil as well as to a lesser extent timing of collections. 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 2015 due to lower than expected second quarter sales as well as inventory build to satisfy expected demand in the current growing season in our FMC Agricultural Solutions segment. The change in inventory for 2014 was 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)
|
The decrease in accounts payable balances during 2015 is primarily due to timing of payments as well as in 2015 payments associated with Cheminova acquisition costs.
|
|
(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 six months of 2015 was primarily impacted by the payments of
$264.8 million
for the Cheminova 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 six months ended
June 30, 2015
and
June 30, 2014
are environmental charges for environmental remediation at our operating sites of
$3.5 million
and
$1.3 million
, respectively. The amounts in 2015 will be spent in periods beyond the second quarter of 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
$49.0 million
and
$32.0 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 June 30, 2015
|
$(2.1)
|
|
$(1.5)
|
|
$(2.6)
|
|
|
|
|
|
|
|
|
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
|
|
10% Weakening
|
|
Net asset/(liability) position at June 30, 2015
|
$1.0
|
|
$39.9
|
|
$(33.5)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2014
(1)
|
$(85.2)
|
|
$91.3
|
|
$(261.0)
|
|
(1)
|
Includes the unrealized loss on hedging the purchase price of Cheminova as of December 31, 2014. See "Cheminova Acquisition Hedge Costs" in Note 3 to the condensed consolidated financial statements included in this Form 10-Q.
|
|
•
|
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 ingredients, but also alternative proprietary pesticide chemistries, crop protection technologies that are bred into or applied onto seeds. 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 Lithium 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 through a special registration system that their chemicals can be marketed safely
.
|
|
•
|
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 are expanding our international sales, particularly in Europe and key Asian countries. Accordingly, developments in those parts of the world will generally have a more significant effect on our operations. 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 subject 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 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 operate under 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 contract sourcing arrangements would adversely impact our ability to sell products. In FMC Lithium 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.
|
|
•
|
Business disruptions - Although more recently, FMC Agricultural Solutions has engaged in pesticide active ingredient contract manufacturing rather than owned and operated FMC own manufacturing facilities, Cheminova owns and operates large-scale manufacturing facilities in Denmark and India. This will present us with additional operating risks, in that our operating results will be dependent in part on the continued operation of the various acquired 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 and those of our contract manufacturers 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.
|
|
•
|
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 the acquisition of Cheminova, our business is 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 our 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.
|
|
•
|
Some of our competitors may secure patents on production methods or uses of products that may limit our ability to compete cost-effectively.
|
|
•
|
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 portfolio in light of our objectives and alignment with our growth strategy. In implementing this strategy we may not be successful in separating underperforming or non-strategic assets and gains or losses on the divestiture of, or lost operating income from, such assets may affect the company’s earnings. Moreover, we may incur asset impairment charges related to acquisitions or divestitures that reduce its earnings.
|
|
•
|
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 commodities 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 increased 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; expiration of statute of limitations or settlement of tax audits; changes in valuation allowance; changes in tax law; and the potential decision to repatriate certain future foreign earnings on which United States taxes have not been previously accrued.
|
|
•
|
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
|
||||||
|
April 1-30, 2015
|
|
5,097
|
|
|
$
|
57.25
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
May 1-31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
June 1-30, 2015
|
|
526
|
|
|
$
|
57.17
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
Total Q2 2015
|
|
5,623
|
|
|
$
|
57.24
|
|
|
—
|
|
|
—
|
|
|
250,000,000
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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 |
|---|