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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 March 31, 2016
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Common Stock, par value $0.10 per share
|
|
133,751,548
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Page
No.
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|
(in Millions, Except Per Share Data)
|
Three Months Ended March 31
|
||||||
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2016
|
|
2015
|
|||||
|
|
(unaudited)
|
||||||
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Revenue
|
$
|
798.8
|
|
|
$
|
659.4
|
|
|
Costs and Expenses
|
|
|
|
||||
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Costs of sales and services
|
517.4
|
|
|
408.7
|
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||
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||||
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Gross margin
|
281.4
|
|
|
250.7
|
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||
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||||
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Selling, general and administrative expenses
|
126.5
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|
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297.9
|
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||
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Research and development expenses
|
36.0
|
|
|
26.6
|
|
||
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Restructuring and other charges
|
12.4
|
|
|
22.3
|
|
||
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Total costs and expenses
|
692.3
|
|
|
755.5
|
|
||
|
Income from continuing operations before equity in (earnings) loss of affiliates, interest expense, net and income taxes
|
106.5
|
|
|
(96.1
|
)
|
||
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Equity in (earnings) loss of affiliates
|
—
|
|
|
0.1
|
|
||
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Interest expense, net
|
20.8
|
|
|
14.0
|
|
||
|
Income (loss) from continuing operations before income taxes
|
85.7
|
|
|
(110.2
|
)
|
||
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Provision (benefit) for income taxes
|
30.9
|
|
|
(49.1
|
)
|
||
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Income (loss) from continuing operations
|
54.8
|
|
|
(61.1
|
)
|
||
|
Discontinued operations, net of income taxes
|
(6.1
|
)
|
|
15.6
|
|
||
|
Net income (loss)
|
48.7
|
|
|
(45.5
|
)
|
||
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Less: Net income attributable to noncontrolling interests
|
0.4
|
|
|
1.3
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
48.3
|
|
|
$
|
(46.8
|
)
|
|
Amounts attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations, net of income taxes
|
$
|
54.4
|
|
|
$
|
(62.4
|
)
|
|
Discontinued operations, net of income taxes
|
(6.1
|
)
|
|
15.6
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
48.3
|
|
|
$
|
(46.8
|
)
|
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
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Continuing operations
|
$
|
0.41
|
|
|
$
|
(0.47
|
)
|
|
Discontinued operations
|
(0.05
|
)
|
|
0.12
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
0.36
|
|
|
$
|
(0.35
|
)
|
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
0.41
|
|
|
$
|
(0.47
|
)
|
|
Discontinued operations
|
(0.05
|
)
|
|
0.12
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
0.36
|
|
|
$
|
(0.35
|
)
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
|
(unaudited)
|
||||||
|
Net income (loss)
|
$
|
48.7
|
|
|
$
|
(45.5
|
)
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
|
Foreign currency adjustments:
|
|
|
|
||||
|
Foreign currency translation gain (loss) arising during the period
|
52.3
|
|
|
(39.7
|
)
|
||
|
Total foreign currency translation adjustments
(1)
|
52.3
|
|
|
(39.7
|
)
|
||
|
|
|
|
|
||||
|
Derivative instruments:
|
|
|
|
||||
|
Unrealized hedging gains (losses) and other, net of tax of ($.8) and $0.4 for the three ended March 31, 2016 and 2015, respectively
|
2.3
|
|
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2.3
|
|
||
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Reclassification of deferred hedging (gains) losses and other, included in net income, net of tax of $1.2 and ($1.2) for the three months ended March 31, 2016 and 2015, respectively
(3)
|
2.4
|
|
|
(1.8
|
)
|
||
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Total derivative instruments, net of tax of $0.4 and ($0.8) for the three months ended March 31,2016 and 2015, respectively
|
4.7
|
|
|
0.5
|
|
||
|
|
|
|
|
||||
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Pension and other postretirement benefits:
|
|
|
|
||||
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Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax of zero and ($4.7) for the three months ended March 31, 2016 and 2015, respectively
(2)
|
—
|
|
|
(5.9
|
)
|
||
|
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, net of tax of $3.6 and $6.7 for the three months ended March 31, 2016 and 2015, respectively
(3)
|
6.3
|
|
|
11.7
|
|
||
|
Total pension and other postretirement benefits, net of tax of $3.6 and $2.0 for the three months ended March 31, 2016 and 2015, respectively
|
6.3
|
|
|
5.8
|
|
||
|
|
|
|
|
||||
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Other comprehensive income (loss), net of tax
|
63.3
|
|
|
(33.4
|
)
|
||
|
Comprehensive income (loss)
|
$
|
112.0
|
|
|
$
|
(78.9
|
)
|
|
Less: Comprehensive income attributable to the noncontrolling interest
|
0.5
|
|
|
1.3
|
|
||
|
Comprehensive income (loss) attributable to FMC stockholders
|
$
|
111.5
|
|
|
$
|
(80.2
|
)
|
|
(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.
|
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(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 three months ended March 31, 2015 include adjustments to comprehensive income as the results of the disposal of our FMC Alkali Chemicals division. This disposal triggered a curtailment of our U.S. pension plans. See Note 14 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 13.
|
|
(in Millions, Except Share and Par Value Data)
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
ASSETS
|
(unaudited)
|
||||||
|
Current assets
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
64.3
|
|
|
$
|
78.6
|
|
|
Trade receivables, net of allowance of
$17.5
in 2016 and $13.9 in 2015
|
1,769.2
|
|
|
1,851.4
|
|
||
|
Inventories
|
854.9
|
|
|
800.2
|
|
||
|
Prepaid and other current assets
|
266.8
|
|
|
241.7
|
|
||
|
Total current assets
|
$
|
2,955.2
|
|
|
$
|
2,971.9
|
|
|
Investments
|
2.8
|
|
|
2.5
|
|
||
|
Property, plant and equipment, net
|
1,027.8
|
|
|
1,016.4
|
|
||
|
Goodwill
|
800.7
|
|
|
776.1
|
|
||
|
Other intangibles, net
|
869.8
|
|
|
837.0
|
|
||
|
Other assets including long-term receivables, net
|
451.5
|
|
|
435.1
|
|
||
|
Deferred income taxes
|
282.6
|
|
|
286.9
|
|
||
|
Total assets
|
$
|
6,390.4
|
|
|
$
|
6,325.9
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities
|
|
|
|
||||
|
Short-term debt and current portion of long-term debt
|
$
|
114.2
|
|
|
$
|
112.6
|
|
|
Accounts payable, trade and other
|
516.4
|
|
|
403.6
|
|
||
|
Advance payments from customers
|
51.0
|
|
|
249.9
|
|
||
|
Accrued and other liabilities
|
317.7
|
|
|
337.6
|
|
||
|
Accrued customer rebates
|
336.2
|
|
|
256.1
|
|
||
|
Guarantees of vendor financing
|
80.8
|
|
|
67.2
|
|
||
|
Accrued pension and other postretirement benefits, current
|
6.4
|
|
|
6.4
|
|
||
|
Income taxes
|
28.6
|
|
|
19.9
|
|
||
|
Total current liabilities
|
$
|
1,451.3
|
|
|
$
|
1,453.3
|
|
|
Long-term debt, less current portion
|
1,986.2
|
|
|
2,036.3
|
|
||
|
Accrued pension and other postretirement benefits, long-term
|
187.5
|
|
|
194.2
|
|
||
|
Environmental liabilities, continuing and discontinued
|
277.1
|
|
|
281.8
|
|
||
|
Deferred income taxes
|
181.9
|
|
|
173.2
|
|
||
|
Other long-term liabilities
|
303.1
|
|
|
278.8
|
|
||
|
Commitments and contingent liabilities (Note 17)
|
|
|
|
||||
|
Equity
|
|
|
|
||||
|
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued in 2016 or 2015
|
—
|
|
|
—
|
|
||
|
Common stock, $0.10 par value, authorized 260,000,000 shares; 185,983,792 issued shares at 2016 and 2015
|
18.6
|
|
|
18.6
|
|
||
|
Capital in excess of par value of common stock
|
422.2
|
|
|
417.7
|
|
||
|
Retained earnings
|
3,411.1
|
|
|
3,385.0
|
|
||
|
Accumulated other comprehensive income (loss)
|
(394.1
|
)
|
|
(457.3
|
)
|
||
|
Treasury stock, common, at cost - 2016: 52,232,244 shares, 2015: 52,328,015 shares
|
(1,497.6
|
)
|
|
(1,498.3
|
)
|
||
|
Total FMC stockholders’ equity
|
$
|
1,960.2
|
|
|
$
|
1,865.7
|
|
|
Noncontrolling interests
|
43.1
|
|
|
42.6
|
|
||
|
Total equity
|
$
|
2,003.3
|
|
|
$
|
1,908.3
|
|
|
Total liabilities and equity
|
$
|
6,390.4
|
|
|
$
|
6,325.9
|
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Net income (loss)
|
$
|
48.7
|
|
|
$
|
(45.5
|
)
|
|
Discontinued operations
|
6.1
|
|
|
(15.6
|
)
|
||
|
Income (loss) from continuing operations
|
$
|
54.8
|
|
|
$
|
(61.1
|
)
|
|
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations:
|
|
|
|
||||
|
Depreciation and amortization
|
33.6
|
|
|
22.8
|
|
||
|
Equity in (earnings) loss of affiliates
|
—
|
|
|
0.1
|
|
||
|
Restructuring and other charges (income)
|
12.4
|
|
|
22.3
|
|
||
|
Deferred income taxes
|
(1.2
|
)
|
|
29.3
|
|
||
|
Pension and other postretirement benefits
|
3.8
|
|
|
10.7
|
|
||
|
Share-based compensation
|
6.2
|
|
|
4.5
|
|
||
|
Excess tax benefits from share-based compensation
|
(0.3
|
)
|
|
(1.7
|
)
|
||
|
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
|
Trade receivables, net
|
83.3
|
|
|
52.5
|
|
||
|
Guarantees of vendor financing
|
29.7
|
|
|
17.3
|
|
||
|
Inventories
|
(53.8
|
)
|
|
(50.0
|
)
|
||
|
Accounts payable
|
123.2
|
|
|
(35.6
|
)
|
||
|
Advance payments from customers
|
(199.2
|
)
|
|
(165.9
|
)
|
||
|
Accrued customer rebates
|
79.4
|
|
|
87.6
|
|
||
|
Income taxes
|
24.3
|
|
|
(78.1
|
)
|
||
|
Pension and other postretirement benefit contributions
|
(2.1
|
)
|
|
(27.4
|
)
|
||
|
Environmental spending, continuing, net of recoveries
|
(2.7
|
)
|
|
(3.0
|
)
|
||
|
Restructuring and other spending
|
(8.1
|
)
|
|
(3.0
|
)
|
||
|
Change in other operating assets and liabilities, net
(1)
|
(76.1
|
)
|
|
(126.2
|
)
|
||
|
Cash provided (required) by operating activities of continuing operations
|
$
|
107.2
|
|
|
$
|
(304.9
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by operating activities of discontinued operations:
|
|
|
|
||||
|
Environmental spending, discontinued, net of recoveries
|
(3.6
|
)
|
|
—
|
|
||
|
Other discontinued reserves
|
(3.3
|
)
|
|
—
|
|
||
|
Operating activities of discontinued operations, net of recoveries
|
—
|
|
|
7.7
|
|
||
|
Cash provided (required) by operating activities of discontinued operations
|
$
|
(6.9
|
)
|
|
$
|
7.7
|
|
|
(1)
|
Changes in all periods primarily represent timing of payments associated with all other operating assets and liabilities, including guarantees issued to vendors under our vendor finance program. Additionally, the
March 31, 2015
change is impacted by a
$93.8 million
reduction in the Cheminova acquisition hedge liability. Total cash payments during the three months ended
March 31, 2015
associated with the Cheminova acquisition hedges were
$273.8 million
, which includes
$180.1 million
that were accrued and paid within the period.
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
|
(unaudited)
|
||||||
|
Cash provided (required) by investing activities of continuing operations:
|
|
|
|
||||
|
Capital expenditures
|
$
|
(41.8
|
)
|
|
$
|
(36.9
|
)
|
|
Proceeds from disposal of property, plant and equipment
|
0.1
|
|
|
0.3
|
|
||
|
Other investing activities
|
(2.8
|
)
|
|
(17.6
|
)
|
||
|
Cash provided (required) by investing activities of continuing operations
|
$
|
(44.5
|
)
|
|
$
|
(54.2
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by investing activities of discontinued operations:
|
|
|
|
||||
|
Other discontinued investing activities
|
—
|
|
|
(15.6
|
)
|
||
|
Cash provided (required) by investing activities of discontinued operations
|
$
|
—
|
|
|
$
|
(15.6
|
)
|
|
|
|
|
|
||||
|
Cash provided (required) by financing activities of continuing operations:
|
|
|
|
||||
|
Increase (decrease) in short-term debt
|
2.4
|
|
|
383.0
|
|
||
|
Repayments of long-term debt
|
(50.3
|
)
|
|
(0.4
|
)
|
||
|
Financing fees
|
(0.7
|
)
|
|
—
|
|
||
|
Issuances of common stock, net
|
0.6
|
|
|
3.5
|
|
||
|
Excess tax benefits from share-based compensation
|
0.3
|
|
|
1.7
|
|
||
|
Dividends paid
(2)
|
(22.1
|
)
|
|
(20.1
|
)
|
||
|
Other repurchases of common stock
|
(1.2
|
)
|
|
(2.9
|
)
|
||
|
Cash provided (required) by financing activities of continuing operations
|
$
|
(71.0
|
)
|
|
$
|
364.8
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
0.9
|
|
|
(2.1
|
)
|
||
|
Increase (decrease) in cash and cash equivalents
|
(14.3
|
)
|
|
(4.3
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
78.6
|
|
|
109.5
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
64.3
|
|
|
$
|
105.2
|
|
|
(2)
|
See Note 13 regarding quarterly cash dividend.
|
|
Purchase Price Allocation
|
|||
|
(in Millions)
|
|
||
|
Trade receivables
|
$
|
488.1
|
|
|
Inventories
(1)
|
362.4
|
|
|
|
Other current assets
|
53.6
|
|
|
|
Property, plant & equipment
|
186.4
|
|
|
|
Intangible assets
(2)
|
|
||
|
Customer relationships
|
294.1
|
|
|
|
Brands
|
362.8
|
|
|
|
In-process research & development
|
1.4
|
|
|
|
Goodwill
(3)
|
468.8
|
|
|
|
Other assets
|
84.5
|
|
|
|
Total fair value of assets acquired
|
$
|
2,302.1
|
|
|
|
|
||
|
Short-term debt
|
140.5
|
|
|
|
Other current liabilities
|
432.3
|
|
|
|
Environmental reserves
|
47.2
|
|
|
|
Long-term debt
(4)
|
273.1
|
|
|
|
Deferred tax liabilities
|
165.1
|
|
|
|
Other liabilities
|
38.8
|
|
|
|
Total fair value of liabilities assumed
|
1,097.0
|
|
|
|
|
|
||
|
Total cash paid, less cash acquired
|
$
|
1,205.1
|
|
|
(1)
|
Fair value of finished goods inventory acquired included a step-up in the value of approximately
$57.8 million
, all of which was expensed in 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 that were settled by FMC’s term loan in the second quarter of 2015.
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Pro forma Revenue
(1)
|
$
|
798.8
|
|
|
$
|
963.0
|
|
|
Pro forma Diluted earnings per share
(1)
|
$
|
0.36
|
|
|
$
|
0.55
|
|
|
(1)
|
For the three month ended March 31, 2016, pro forma results and actual results are the same.
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Acquisition-related charges
|
|
|
|
||||
|
Legal and professional fees
(1)
|
$
|
7.4
|
|
|
$
|
10.6
|
|
|
(Gain)/loss on hedging purchase price
(2)
|
—
|
|
|
180.1
|
|
||
|
Total Acquisition-related charges
|
$
|
7.4
|
|
|
$
|
190.7
|
|
|
Restructuring charges and asset disposals
|
|
|
|
||||
|
Cheminova restructuring
|
3.0
|
|
|
—
|
|
||
|
Total Cheminova restructuring charges
(3)
|
$
|
3.0
|
|
|
$
|
—
|
|
|
(1)
|
Represents transaction costs, costs for transitional employees, other acquired employees 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)
|
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.”
|
|
(3)
|
See Note 8 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, 2015
|
$
|
479.5
|
|
|
$
|
296.6
|
|
|
$
|
—
|
|
|
$
|
776.1
|
|
|
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Purchase price allocation adjustments (See Note 3)
|
20.4
|
|
|
—
|
|
|
—
|
|
|
20.4
|
|
||||
|
Foreign currency adjustments
|
—
|
|
|
4.2
|
|
|
—
|
|
|
4.2
|
|
||||
|
Balance, March 31, 2016
|
$
|
499.9
|
|
|
$
|
300.8
|
|
|
$
|
—
|
|
|
$
|
800.7
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
(in Millions)
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
Intangible assets subject to amortization (finite-lived)
|
|||||||||||||||||||||||
|
Customer relationships
|
$
|
454.9
|
|
|
$
|
(46.6
|
)
|
|
$
|
408.3
|
|
|
$
|
435.5
|
|
|
$
|
(40.8
|
)
|
|
$
|
394.7
|
|
|
Patents
|
2.2
|
|
|
(0.3
|
)
|
|
1.9
|
|
|
2.2
|
|
|
(0.3
|
)
|
|
1.9
|
|
||||||
|
Brands
(1)
|
15.6
|
|
|
(3.6
|
)
|
|
12.0
|
|
|
14.2
|
|
|
(2.7
|
)
|
|
11.5
|
|
||||||
|
Purchased and licensed technologies
|
71.5
|
|
|
(30.8
|
)
|
|
40.7
|
|
|
71.0
|
|
|
(29.5
|
)
|
|
41.5
|
|
||||||
|
Other intangibles
|
3.5
|
|
|
(2.2
|
)
|
|
1.3
|
|
|
3.5
|
|
|
(2.2
|
)
|
|
1.3
|
|
||||||
|
|
$
|
547.7
|
|
|
$
|
(83.5
|
)
|
|
$
|
464.2
|
|
|
$
|
526.4
|
|
|
$
|
(75.5
|
)
|
|
$
|
450.9
|
|
|
Intangible assets not subject to amortization (indefinite life)
|
|||||||||||||||||||||||
|
Brands
(1)
|
$
|
404.1
|
|
|
|
|
$
|
404.1
|
|
|
$
|
384.7
|
|
|
|
|
$
|
384.7
|
|
||||
|
In-process research & development
|
1.5
|
|
|
|
|
1.5
|
|
|
1.4
|
|
|
|
|
1.4
|
|
||||||||
|
|
$
|
405.6
|
|
|
|
|
$
|
405.6
|
|
|
$
|
386.1
|
|
|
|
|
$
|
386.1
|
|
||||
|
Total intangible assets
|
$
|
953.3
|
|
|
$
|
(83.5
|
)
|
|
$
|
869.8
|
|
|
$
|
912.5
|
|
|
$
|
(75.5
|
)
|
|
$
|
837.0
|
|
|
(1)
|
Represents trademarks, trade names and know-how.
|
|
(in Millions)
|
Finite-lived
|
|
Indefinite Life
|
||||
|
FMC Agricultural Solutions
|
$
|
394.4
|
|
|
$
|
390.1
|
|
|
FMC Health and Nutrition
|
68.7
|
|
|
15.5
|
|
||
|
FMC Lithium
|
1.1
|
|
|
—
|
|
||
|
Total
|
$
|
464.2
|
|
|
$
|
405.6
|
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Amortization expense
|
$
|
7.1
|
|
|
$
|
2.6
|
|
|
(in Millions)
|
|
|
||
|
Balance, December 31, 2014
|
|
$
|
37.2
|
|
|
Additions — charged to expense
|
|
5.9
|
|
|
|
Transfer to long-term allowance
|
|
(29.2
|
)
|
|
|
Balance, December 31, 2015
|
|
13.9
|
|
|
|
Additions — charged to expense
|
|
4.8
|
|
|
|
Net Recoveries and write- offs
|
|
(1.2
|
)
|
|
|
Balance, March 31, 2016
|
|
$
|
17.5
|
|
|
(
in Millions
)
|
|
||
|
Balance, December 31, 2014
|
$
|
—
|
|
|
Transfer from allowance for doubtful accounts (see above)
|
29.2
|
|
|
|
Net Recoveries and write- offs
|
—
|
|
|
|
Balance, December 31, 2015
|
$
|
29.2
|
|
|
Additions - charged to expense
|
2.0
|
|
|
|
Net Recoveries and write- offs
|
—
|
|
|
|
Balance March 31, 2016
|
$
|
31.2
|
|
|
(in Millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
Finished goods
|
$
|
425.2
|
|
|
$
|
350.0
|
|
|
Work in process
|
269.3
|
|
|
275.4
|
|
||
|
Raw materials, supplies and other
|
321.2
|
|
|
335.6
|
|
||
|
First-in, first-out inventory
|
$
|
1,015.7
|
|
|
$
|
961.0
|
|
|
Less: Excess of first-in, first-out cost over last-in, first-out cost
|
(160.8
|
)
|
|
(160.8
|
)
|
||
|
Net inventories
|
$
|
854.9
|
|
|
$
|
800.2
|
|
|
(in Millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
Property, plant and equipment
|
$
|
1,814.2
|
|
|
$
|
1,784.6
|
|
|
Accumulated depreciation
|
(786.4
|
)
|
|
(768.2
|
)
|
||
|
Property, plant and equipment, net
|
$
|
1,027.8
|
|
|
$
|
1,016.4
|
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Restructuring charges and asset disposals
|
$
|
3.2
|
|
|
$
|
5.4
|
|
|
Other charges (income), net
|
9.2
|
|
|
16.9
|
|
||
|
Total restructuring and other charges
|
$
|
12.4
|
|
|
$
|
22.3
|
|
|
|
|
Restructuring Charges
|
||||||||||||||
|
(in Millions)
|
|
Severance and Employee Benefits (1)
|
|
Other Charges (Income) (2)
|
|
Asset Disposal Charges (3)
|
|
Total
|
||||||||
|
Cheminova Restructuring
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
3.0
|
|
|
Other Items
|
|
0.4
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.2
|
|
||||
|
Three months ended March 31, 2016
|
|
$
|
2.2
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.2
|
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Health and Nutrition Restructuring
|
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
1.2
|
|
|
$
|
2.1
|
|
|
Lithium Restructuring
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||
|
Other Items
|
|
3.3
|
|
|
(0.3
|
)
|
|
—
|
|
|
3.0
|
|
||||
|
Three months ended March 31, 2015
|
|
$
|
4.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
1.2
|
|
|
$
|
5.4
|
|
|
(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
12/31/15
(4)
|
|
Change in
reserves
(2)
|
|
Cash
payments
|
|
Other
|
|
Balance at
3/31/16
(3)
|
||||||||||
|
Cheminova Restructuring
|
$
|
8.7
|
|
|
$
|
1.8
|
|
|
$
|
(5.9
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
1.7
|
|
|
Other Workforce Related and Facility Shutdowns
(1)
|
6.5
|
|
|
0.2
|
|
|
(2.2
|
)
|
|
(0.5
|
)
|
|
4.0
|
|
|||||
|
Restructuring activities related to discontinued operations
(4)
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|||||
|
Total
|
$
|
15.6
|
|
|
$
|
2.0
|
|
|
$
|
(8.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
6.1
|
|
|
(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 that impacted our property, plant and equipment balances and are not included in the above tables.
|
|
(3)
|
Included in “Accrued and other liabilities” on the condensed consolidated balance sheets.
|
|
(4)
|
Cash spending associated with restructuring activities of discontinued operations is reported within "Other discontinued reserves" on the condensed consolidated statements of cash flows.
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Environmental charges, net
|
$
|
6.6
|
|
|
$
|
1.9
|
|
|
Argentina devaluation
|
4.2
|
|
|
—
|
|
||
|
Other items, net
|
(1.6
|
)
|
|
15.0
|
|
||
|
Other charges (income), net
|
$
|
9.2
|
|
|
$
|
16.9
|
|
|
(in Millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
Short-term foreign debt
(1)
|
$
|
76.7
|
|
|
$
|
87.2
|
|
|
Commercial paper
(2)
|
35.7
|
|
|
23.9
|
|
||
|
Total short-term debt
|
$
|
112.4
|
|
|
$
|
111.1
|
|
|
Current portion of long-term debt
|
1.8
|
|
|
1.5
|
|
||
|
Short-term debt and current portion of long-term debt
|
$
|
114.2
|
|
|
$
|
112.6
|
|
|
(1)
|
At
March 31, 2016
, the average interest rate on the borrowings was
9.2%
. We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries.
|
|
(2)
|
At
March 31, 2016
, the average interest rate on the borrowings was
0.65%
.
|
|
(in Millions)
|
March 31, 2016
|
|
|
|
|
||||||
|
Interest Rate
Percentage
|
|
Maturity
Date
|
|
March 31, 2016
|
|
December 31, 2015
|
|||||
|
Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively)
|
0.6-6.5%
|
|
2021-2035
|
|
$
|
141.5
|
|
|
$
|
141.5
|
|
|
Senior notes (less unamortized discount of $1.6 and $1.7, respectively)
|
3.95-5.2%
|
|
2019-2024
|
|
998.4
|
|
|
998.3
|
|
||
|
Term Loan Facility
|
1.8%
|
|
2020
|
|
850.0
|
|
|
900.0
|
|
||
|
Credit Facility
(1)
|
2.9%
|
|
2019
|
|
—
|
|
|
—
|
|
||
|
Foreign debt
|
0-9.3%
|
|
2016-2024
|
|
10.2
|
|
|
9.9
|
|
||
|
Debt issuance cost
|
|
|
|
|
(12.1
|
)
|
|
(11.9
|
)
|
||
|
Total long-term debt
|
|
|
|
|
$
|
1,988.0
|
|
|
$
|
2,037.8
|
|
|
Less: debt maturing within one year
|
|
|
|
|
1.8
|
|
|
1.5
|
|
||
|
Total long-term debt, less current portion
|
|
|
|
|
$
|
1,986.2
|
|
|
$
|
2,036.3
|
|
|
(1)
|
Letters of credit outstanding under our Credit Facility totaled
$53.6 million
and available funds under this facility were
$1,410.7 million
at
March 31, 2016
, which reflects borrowings under our commercial paper program.
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Revenue
|
$
|
—
|
|
|
$
|
194.0
|
|
|
Costs of sales and services
|
—
|
|
|
149.2
|
|
||
|
|
|
|
|
||||
|
Income (loss) from discontinued operations before income taxes
(1)
|
—
|
|
|
19.0
|
|
||
|
Provision for income taxes
|
—
|
|
|
0.4
|
|
||
|
Total discontinued operations of FMC ACD, net of income taxes
|
$
|
—
|
|
|
$
|
18.6
|
|
|
Less: discontinued operations of FMC ACD attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders
|
$
|
—
|
|
|
$
|
18.6
|
|
|
(1)
|
For the three months ended
March 31, 2016
and 2015, respectively, amounts include
zero
and
$2.2 million
of allocated interest expense,
zero
and
$11.3 million
of divestiture related charges and
zero
and
$5.3 million
of a pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance.
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of $0.9 and ($0.3) for the three months ended March 31, 2016 and 2015, respectively
|
$
|
(0.4
|
)
|
|
$
|
(2.5
|
)
|
|
Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.2 and $1.9 for the three months ended March 31, 2016 and 2015, respectively
(1)
|
(3.0
|
)
|
|
(0.6
|
)
|
||
|
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.6 and ($0.1) for the three months ended March 31, 2016 and 2015, respectively
|
(2.7
|
)
|
|
0.1
|
|
||
|
Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of zero and ($0.4) for the three months ended March 31, 2016 and 2015, respectively
|
—
|
|
|
18.6
|
|
||
|
Discontinued operations, net of income taxes
|
$
|
(6.1
|
)
|
|
$
|
15.6
|
|
|
(1)
|
See a roll forward of our environmental reserves, as well as, discussion on significant environmental issues that occurred during the 2016 in Note 11.
|
|
(in Millions)
|
Gross
|
|
Recoveries
(3)
|
|
Net
|
||||||
|
Total environmental reserves at December 31, 2015
|
$
|
348.2
|
|
|
$
|
(7.3
|
)
|
|
$
|
340.9
|
|
|
Provision/(benefit)
|
12.6
|
|
|
—
|
|
|
12.6
|
|
|||
|
(Spending)/recoveries
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|||
|
Foreign currency translation adjustments
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
|
Net change
|
8.1
|
|
|
—
|
|
|
8.1
|
|
|||
|
Total environmental reserves at March 31, 2016
|
$
|
356.3
|
|
|
$
|
(7.3
|
)
|
|
$
|
349.0
|
|
|
|
|
|
|
|
|
||||||
|
Environmental reserves, current
(1)
|
76.0
|
|
|
(4.1
|
)
|
|
71.9
|
|
|||
|
Environmental reserves, long-term
(2)
|
280.3
|
|
|
(3.2
|
)
|
|
277.1
|
|
|||
|
Total environmental reserves at March 31, 2016
|
$
|
356.3
|
|
|
$
|
(7.3
|
)
|
|
$
|
349.0
|
|
|
(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)
|
12/31/2015
|
|
Increase in Recoveries
|
|
Cash Received
|
|
3/31/2016
|
||||||
|
Environmental recoveries
|
$
|
22.7
|
|
|
1.8
|
|
|
—
|
|
|
$
|
24.5
|
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Environmental provisions, net - recorded to liabilities
(1)
|
$
|
12.6
|
|
|
$
|
4.4
|
|
|
Environmental provisions, net - recorded to assets
(2)
|
(1.8
|
)
|
|
—
|
|
||
|
Environmental provision, net
|
$
|
10.8
|
|
|
$
|
4.4
|
|
|
|
|
|
|
||||
|
Continuing operations
(3)
|
6.6
|
|
|
1.9
|
|
||
|
Discontinued operations
(4)
|
4.2
|
|
|
2.5
|
|
||
|
Environmental provision, net
|
$
|
10.8
|
|
|
$
|
4.4
|
|
|
(1)
|
See above roll forward of our total environmental reserves as presented on the condensed consolidated balance sheets.
|
|
(2)
|
See above roll forward of our total environmental recoveries as presented on the condensed consolidated balance sheets.
|
|
(3)
|
Recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss), see Note 8. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.
|
|
(4)
|
Recorded as a component of “Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss), see Note 10.
|
|
(in Millions, Except Share and Per Share Data)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Earnings (loss) attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations, net of income taxes
|
$
|
54.4
|
|
|
$
|
(62.4
|
)
|
|
Discontinued operations, net of income taxes
|
(6.1
|
)
|
|
15.6
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
48.3
|
|
|
$
|
(46.8
|
)
|
|
Less: Distributed and undistributed earnings allocable to restricted award holders
|
(0.2
|
)
|
|
—
|
|
||
|
Net income (loss) allocable to common stockholders
|
$
|
48.1
|
|
|
$
|
(46.8
|
)
|
|
|
|
|
|
||||
|
Basic earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
0.41
|
|
|
$
|
(0.47
|
)
|
|
Discontinued operations
|
(0.05
|
)
|
|
0.12
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
0.36
|
|
|
$
|
(0.35
|
)
|
|
|
|
|
|
||||
|
Diluted earnings (loss) per common share attributable to FMC stockholders:
|
|
|
|
||||
|
Continuing operations
|
$
|
0.41
|
|
|
$
|
(0.47
|
)
|
|
Discontinued operations
|
(0.05
|
)
|
|
0.12
|
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
0.36
|
|
|
$
|
(0.35
|
)
|
|
|
|
|
|
||||
|
Shares (in thousands):
|
|
|
|
||||
|
Weighted average number of shares of common stock outstanding - Basic
|
133,802
|
|
|
133,577
|
|
||
|
Weighted average additional shares assuming conversion of potential common shares
|
502
|
|
|
—
|
|
||
|
Shares – diluted basis
|
134,304
|
|
|
133,577
|
|
||
|
(in Millions, Except Per Share Data)
|
FMC
Stockholders’
Equity
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||
|
Balance at December 31, 2015
|
$
|
1,865.7
|
|
|
$
|
42.6
|
|
|
$
|
1,908.3
|
|
|
Net income (loss)
|
48.3
|
|
|
0.4
|
|
|
48.7
|
|
|||
|
Stock compensation plans
|
6.8
|
|
|
—
|
|
|
6.8
|
|
|||
|
Excess tax benefits from share-based compensation
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||
|
Shares for benefit plan trust
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
|
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax
(1)
|
6.3
|
|
|
—
|
|
|
6.3
|
|
|||
|
Net hedging gains/(losses) and other, net of income tax
(1)
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|||
|
Foreign currency translation adjustments
(1)
|
52.2
|
|
|
0.1
|
|
|
52.3
|
|
|||
|
Dividends
($.165 per share)
|
(22.2
|
)
|
|
—
|
|
|
(22.2
|
)
|
|||
|
Repurchases of common stock
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||
|
Balance at March 31, 2016
|
$
|
1,960.2
|
|
|
$
|
43.1
|
|
|
$
|
2,003.3
|
|
|
(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, 2015
|
$
|
(147.3
|
)
|
|
$
|
(6.2
|
)
|
|
$
|
(303.8
|
)
|
|
$
|
(457.3
|
)
|
|
2016 Activity
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss) before reclassifications
(3)
|
52.2
|
|
|
2.3
|
|
|
—
|
|
|
$
|
54.5
|
|
|||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
2.4
|
|
|
6.3
|
|
|
$
|
8.7
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at March 31, 2016
|
$
|
(95.1
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(297.5
|
)
|
|
$
|
(394.1
|
)
|
|
(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)
|
(39.7
|
)
|
|
2.3
|
|
|
(5.9
|
)
|
|
$
|
(43.3
|
)
|
|||
|
Amounts reclassified from accumulated other comprehensive income (loss)
|
—
|
|
|
(1.8
|
)
|
|
11.7
|
|
|
$
|
9.9
|
|
|||
|
|
|
|
|
|
|
|
|
||||||||
|
Accumulated other comprehensive income (loss),
net of tax at March 31, 2015
|
$
|
(90.1
|
)
|
|
$
|
(3.4
|
)
|
|
$
|
(315.7
|
)
|
|
$
|
(409.2
|
)
|
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss)
(1)
|
|
Affected Line Item in the Condensed Consolidated Statements of Income (Loss)
|
||||||
|
|
|
Three Months Ended March 31
|
|
|
||||||
|
(in Millions)
|
|
2016
|
|
2015
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
Derivative instruments:
|
|
|
|
|
|
|
||||
|
Foreign currency contracts
|
|
$
|
(0.9
|
)
|
|
$
|
8.7
|
|
|
Costs of sales and services
|
|
Energy contracts
|
|
(0.6
|
)
|
|
(1.3
|
)
|
|
Costs of sales and services
|
||
|
Foreign currency contracts
|
|
(2.1
|
)
|
|
(4.4
|
)
|
|
Selling, general and administrative expenses
|
||
|
Total before tax
|
|
(3.6
|
)
|
|
3.0
|
|
|
|
||
|
|
|
1.2
|
|
|
(1.2
|
)
|
|
Provision for income taxes
|
||
|
Amount included in net income
|
|
$
|
(2.4
|
)
|
|
$
|
1.8
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Pension and other postretirement benefits
(2)
:
|
|
|
|
|
|
|
||||
|
Amortization of prior service costs
|
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
|
Selling, general and administrative expenses
|
|
Amortization of unrecognized net actuarial and other gains (losses)
|
|
(9.7
|
)
|
|
(12.7
|
)
|
|
Selling, general and administrative expenses
|
||
|
Recognized loss due to settlement and curtailment
|
|
—
|
|
|
(5.3
|
)
|
|
Selling, general and administrative expenses
(3)
|
||
|
Total before tax
|
|
$
|
(9.9
|
)
|
|
$
|
(18.4
|
)
|
|
|
|
|
|
3.6
|
|
|
6.7
|
|
|
Provision for income taxes
|
||
|
Amount included in net income
|
|
(6.3
|
)
|
|
(11.7
|
)
|
|
|
||
|
|
|
|
|
|
|
|
||||
|
Total reclassifications for the period
|
|
$
|
(8.7
|
)
|
|
$
|
(9.9
|
)
|
|
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 14.
|
|
(3)
|
The loss due to curtailment for the
three
months ended March 31, 2015 related to the disposal of our FMC Alkali Chemicals division and was recorded to "Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss).
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||||||||||
|
Pensions
|
|
Other Benefits
|
|||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|||||||||
|
Components of net annual benefit cost (income):
|
|
|
|
|
|
|
|
||||||||
|
Service cost
|
$
|
2.6
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Interest cost
|
12.7
|
|
|
15.4
|
|
|
0.2
|
|
|
0.3
|
|
||||
|
Expected return on plan assets
|
(21.9
|
)
|
|
(22.2
|
)
|
|
—
|
|
|
—
|
|
||||
|
Amortization of prior service cost (credit)
|
0.2
|
|
|
0.3
|
|
|
—
|
|
|
0.1
|
|
||||
|
Recognized net actuarial and other (gain) loss
|
10.3
|
|
|
12.9
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
||||
|
Recognized loss due to curtailment
(1)
|
—
|
|
|
4.8
|
|
|
—
|
|
|
0.5
|
|
||||
|
Net periodic benefit cost
(2)
|
$
|
3.9
|
|
|
$
|
15.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.7
|
|
|
(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)
|
Net periodic benefit cost represents both continuing and discontinued operations.
|
|
|
Three Months Ended March 31
|
||||||||||||||||||
|
|
2016
|
|
2015
|
||||||||||||||||
|
(in Millions)
|
Before Tax
|
|
Tax
|
Effective Tax Rate % Impact
|
|
Before Tax
|
|
Tax
|
Effective Tax Rate % Impact
|
||||||||||
|
Continuing operations
|
$
|
85.7
|
|
|
$
|
30.9
|
|
36.1
|
%
|
|
$
|
(110.2
|
)
|
|
$
|
(49.1
|
)
|
44.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Discrete items:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Acquisition-related charges
(1)
|
—
|
|
|
—
|
|
|
|
190.7
|
|
|
70.3
|
|
|
||||||
|
Currency remeasurement
(2)
|
2.3
|
|
|
0.5
|
|
|
|
6.3
|
|
|
(2.8
|
)
|
|
||||||
|
Other discrete items
(3)
|
51.0
|
|
|
1.4
|
|
|
|
21.8
|
|
|
7.3
|
|
|
||||||
|
Tax only discrete items
(4)
|
—
|
|
|
(2.9
|
)
|
|
|
—
|
|
|
3.0
|
|
|
||||||
|
Total discrete items
|
$
|
53.3
|
|
|
$
|
(1.0
|
)
|
|
|
$
|
218.8
|
|
|
$
|
77.8
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Continuing operations, before discrete items
|
$
|
139.0
|
|
|
$
|
29.9
|
|
|
|
$
|
108.6
|
|
|
$
|
28.7
|
|
|
||
|
Quarterly effect of changes in the EAETR
(5)
|
|
|
|
21.5
|
%
|
|
|
|
|
26.4
|
%
|
||||||||
|
(1)
|
Due to the nature of acquisition-related charges incurred in the first quarter of 2016, these charges are not treated discretely in accordance with GAAP. As such, the amounts differ from total acquisition-related charges as presented in Note 3. Acquisition-related charges for the
three
months ended March 31, 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 a loss incurred from hedging activity associated with the purchase price of 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 transaction gains or losses for currency remeasurement, offset by the associated hedge gains or losses. Certain transaction gains or losses are considered non-taxable permanent items and their associated hedge gain or losses are treated discretely for tax purposes.
|
|
(3)
|
In accordance with GAAP, subsidiaries for which a full valuation allowance has been provided generally are not accounted for as a component of the EAETR. For the three months ended March 31, 2016, the Other discrete items component of the EAETR reconciliation primarily relates to the impact of excluding these pretax losses. For the three months ended March 31, 2015, the Other discrete items primarily related to restructuring and IPR&D.
|
|
(4)
|
Includes the tax effect of currency remeasurement associated with our foreign statutory operations that, in accordance with GAAP income tax accounting guidance, is treated discretely for tax purposes.
|
|
(5)
|
The decrease in the EAETR is primarily driven by lower current year projected domestic earnings. Further, domestic tax legislation enacted during the fourth quarter of 2015 has decreased the amount of projected domestic tax expense for the three months ended March 31, 2016, as compared to the first quarter of 2015.
|
|
Financial Instrument
|
|
Valuation Method
|
|
Foreign exchange forward contracts
|
|
Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies.
|
|
|
|
|
|
Commodity forward and option contracts
|
|
Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices for applicable commodities.
|
|
|
|
|
|
Debt
|
|
Our estimates and information obtained from independent third parties using market data, such as bid/ask spreads for the last business day of the reporting period.
|
|
|
March 31, 2016
|
||||||||||||||||||
|
|
Gross Amount of Derivatives
|
|
|
|
|
|
|
||||||||||||
|
(in Millions)
|
Designated as Cash Flow Hedges
|
|
Not Designated as Hedging Instruments
|
|
Total Gross Amounts
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
(3)
|
|
Net Amounts
|
||||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
$
|
6.0
|
|
|
$
|
0.5
|
|
|
$
|
6.5
|
|
|
$
|
(6.5
|
)
|
|
$
|
—
|
|
|
Energy contracts
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|||||
|
Total derivative assets
(1)
|
6.1
|
|
|
0.5
|
|
|
6.6
|
|
|
(6.6
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
(10.1
|
)
|
|
(30.0
|
)
|
|
(40.1
|
)
|
|
6.5
|
|
|
(33.6
|
)
|
|||||
|
Energy contracts
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
|
Total derivative liabilities
(2)
|
(12.5
|
)
|
|
(30.0
|
)
|
|
(42.5
|
)
|
|
6.5
|
|
|
(36.0
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(6.4
|
)
|
|
$
|
(29.5
|
)
|
|
$
|
(35.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(36.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Gross Amount of Derivatives
|
|
|
||||||||||||||||
|
(in Millions)
|
Designated as Cash Flow Hedges
|
|
Not Designated as Hedging Instruments
|
|
Total Gross Amounts
|
|
Gross Amounts Offset in the Consolidated Balance Sheet
(3)
|
|
Net Amounts
|
||||||||||
|
Derivatives
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
$
|
6.1
|
|
|
$
|
5.2
|
|
|
$
|
11.3
|
|
|
$
|
(11.3
|
)
|
|
$
|
—
|
|
|
Energy contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total derivative assets
(1)
|
6.1
|
|
|
5.2
|
|
|
11.3
|
|
|
(11.3
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Foreign exchange contracts
|
(15.4
|
)
|
|
(7.3
|
)
|
|
(22.7
|
)
|
|
11.3
|
|
|
(11.4
|
)
|
|||||
|
Energy contracts
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
(2.0
|
)
|
|||||
|
Total derivative liabilities
(2)
|
(17.4
|
)
|
|
(7.3
|
)
|
|
(24.7
|
)
|
|
11.3
|
|
|
(13.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net derivative assets/(liabilities)
|
$
|
(11.3
|
)
|
|
$
|
(2.1
|
)
|
|
$
|
(13.4
|
)
|
|
$
|
—
|
|
|
$
|
(13.4
|
)
|
|
(1)
|
Net balance is included in “Prepaid and other current assets” in the condensed consolidated balance sheets.
|
|
(2)
|
Net balance is included in “Accrued and other liabilities” in the condensed consolidated balance sheets.
|
|
(3)
|
Represents net derivatives positions subject to master netting arrangements.
|
|
|
Three Months Ended March 31
|
||||||||||||||||||||||
|
|
Contracts
|
|
|||||||||||||||||||||
|
|
Foreign Exchange
|
|
Energy
|
|
Total
|
||||||||||||||||||
|
(in Millions)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
Unrealized hedging gains (losses) and other, net of tax
|
$
|
2.9
|
|
|
$
|
0.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
2.0
|
|
|
$
|
2.3
|
|
|
$
|
2.3
|
|
|
Reclassification of deferred hedging (gains) losses,
net of tax
(1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Effective portion
(1)
|
2.0
|
|
|
(2.6
|
)
|
|
0.4
|
|
|
0.8
|
|
|
2.4
|
|
|
(1.8
|
)
|
||||||
|
Total derivative instrument impact on
comprehensive income, net of tax
|
$
|
4.9
|
|
|
$
|
(2.3
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
2.8
|
|
|
$
|
4.7
|
|
|
$
|
0.5
|
|
|
|
|||||||||||||||||||||||
|
(1)
|
See Note 13 for classification of amounts within the condensed consolidated statements of income (loss).
|
|
|
Location of Gain or (Loss)
Recognized in Income on Derivatives
|
Amount of Pre-tax Gain or (Loss)
Recognized in Income on Derivatives
(1)
|
||||||
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
|
2016
|
|
2015
|
||||
|
Foreign exchange contracts
|
Cost of sales and services
|
$
|
15.6
|
|
|
$
|
(4.5
|
)
|
|
|
Selling, general & administrative
(2)
|
—
|
|
|
(180.1
|
)
|
||
|
Total
|
|
$
|
15.6
|
|
|
$
|
(184.6
|
)
|
|
(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)
|
March 31, 2016
|
|
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)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other
(2)
|
25.3
|
|
|
25.3
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
25.3
|
|
|
$
|
25.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
(1)
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
33.6
|
|
|
—
|
|
|
33.6
|
|
|
—
|
|
||||
|
Other
(3)
|
29.5
|
|
|
29.2
|
|
|
0.3
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
65.5
|
|
|
$
|
29.2
|
|
|
$
|
36.3
|
|
|
$
|
—
|
|
|
(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, 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)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other
(2)
|
25.4
|
|
|
25.4
|
|
|
—
|
|
|
—
|
|
||||
|
Total assets
|
$
|
25.4
|
|
|
$
|
25.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
|
Derivatives – Commodities:
|
|
|
|
|
|
|
|
||||||||
|
Energy contracts
(1)
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
Derivatives – Foreign exchange
(1)
|
11.4
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
||||
|
Other
(3)
|
29.1
|
|
|
29.1
|
|
|
—
|
|
|
—
|
|
||||
|
Total liabilities
|
$
|
42.5
|
|
|
$
|
29.1
|
|
|
$
|
13.4
|
|
|
$
|
—
|
|
|
(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)
|
December 31, 2015
|
|
Quoted
Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total Gains
(Losses)
(Year Ended
December 31,
2015)
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Long-lived assets associated with exit activities
(1)
|
$
|
35.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35.4
|
|
|
$
|
(70.5
|
)
|
|
Total assets
|
$
|
35.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35.4
|
|
|
$
|
(70.5
|
)
|
|
(1)
|
We recorded charges, within our FMC Health and Nutrition segment, to write down the value of certain long-lived assets of approximately
$70.5 million
to salvage value in the case of fixed assets and fair value in the case of indefinite lived intangible assets.
|
|
(in Millions)
|
|
||
|
Guarantees:
|
|
||
|
Guarantees of vendor financing - short-term
(1)
|
$
|
80.8
|
|
|
Guarantees of vendor financing - long-term
(1)
|
35.7
|
|
|
|
Other debt guarantees
(2)
|
20.1
|
|
|
|
Total
|
$
|
136.6
|
|
|
(1)
|
Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This short term amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.” The long term amount is recorded on the condensed consolidated balance sheet within "Other long term liabilities."
|
|
(2)
|
These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair-value (i.e., representing 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 March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Revenue
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
546.1
|
|
|
$
|
392.4
|
|
|
FMC Health and Nutrition
|
192.4
|
|
|
211.0
|
|
||
|
FMC Lithium
|
60.3
|
|
|
56.0
|
|
||
|
Total
|
$
|
798.8
|
|
|
$
|
659.4
|
|
|
Income from continuing operations before income taxes
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
82.0
|
|
|
$
|
81.8
|
|
|
FMC Health and Nutrition
|
47.3
|
|
|
51.0
|
|
||
|
FMC Lithium
|
14.9
|
|
|
5.5
|
|
||
|
Segment operating profit
|
$
|
144.2
|
|
|
$
|
138.3
|
|
|
Corporate and other
|
(16.9
|
)
|
|
(15.3
|
)
|
||
|
Operating profit before the items listed below
|
$
|
127.3
|
|
|
$
|
123.0
|
|
|
Interest expense, net
|
(20.8
|
)
|
|
(14.0
|
)
|
||
|
Restructuring and other (charges) income
(1)
|
(12.4
|
)
|
|
(22.3
|
)
|
||
|
Non-operating pension and postretirement (charges) income
(2)
|
(1.0
|
)
|
|
(6.2
|
)
|
||
|
Acquisition-related charges
(3)
|
(7.4
|
)
|
|
(190.7
|
)
|
||
|
(Provision) benefit for income taxes
|
(30.9
|
)
|
|
49.1
|
|
||
|
Discontinued operations, net of income taxes
|
(6.1
|
)
|
|
15.6
|
|
||
|
Net income attributable to noncontrolling interests
|
(0.4
|
)
|
|
(1.3
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
48.3
|
|
|
$
|
(46.8
|
)
|
|
(1)
|
See Note 8 for details of restructuring and other (charges) income. Below provides the detail the (charges) income by segment:
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
FMC Agricultural Solutions
|
$
|
(6.6
|
)
|
|
$
|
(18.3
|
)
|
|
FMC Health and Nutrition
|
(0.2
|
)
|
|
(2.2
|
)
|
||
|
FMC Lithium
|
(0.6
|
)
|
|
(0.3
|
)
|
||
|
Corporate
|
(5.0
|
)
|
|
(1.5
|
)
|
||
|
Restructuring and other (charges) income
|
$
|
(12.4
|
)
|
|
$
|
(22.3
|
)
|
|
(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, 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)
|
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 March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Acquisition-related charges -
Cheminova
|
|
|
|
||||
|
Legal and professional fees
(1)
|
$
|
7.4
|
|
|
$
|
10.6
|
|
|
Inventory fair value amortization
(2)
|
—
|
|
|
—
|
|
||
|
(Gain)/loss on hedging purchase price
(1)
|
—
|
|
|
180.1
|
|
||
|
Acquisition-related charges
|
$
|
7.4
|
|
|
$
|
190.7
|
|
|
(1)
|
On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” For more information see Note 3.
|
|
•
|
Revenue recognition and trade receivables
|
|
•
|
Environmental obligations and related recoveries
|
|
•
|
Impairment and valuation of long-lived assets
|
|
•
|
Pensions and other postretirement benefits
|
|
•
|
Income taxes
|
|
•
|
Revenue of
$798.8 million
for the three months ended
March 31, 2016
increased $139 million or 21 percent versus the same period last year. The increase in revenue was 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 decreased 24 percent period the over period while sales in Asia improved by 16 percent, and sales in Latin America increased 21 percent, sales in Europe, Middle East and Africa increased by 160 percent primarily due to the acquisition of Cheminova.
|
|
•
|
Our gross margin, excluding acquisition-related charges, increased by approximately $31 million or approximately twelve percent to $281 million versus the prior year's first quarter. Gross margin percent of 35 percent declined from 38 percent. The increase in gross margin was due to higher sales in the first quarter of 2016 due to the Cheminova acquisition. 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 $17 million or 17 percent to $118 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 $36 million increased $9 million or 35 percent.
|
|
•
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $78.4 million was essentially flat compared to the prior year amount of $77.7 million. See the disclosure of our Adjusted Earnings Non-GAAP financial measurement below, under the section titled
"Results of Operations"
.
|
|
SEGMENT RESULTS RECONCILIATION
|
|||||||
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Revenue
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
546.1
|
|
|
$
|
392.4
|
|
|
FMC Health and Nutrition
|
192.4
|
|
|
211.0
|
|
||
|
FMC Lithium
|
60.3
|
|
|
56.0
|
|
||
|
Total
|
$
|
798.8
|
|
|
$
|
659.4
|
|
|
Income (loss) from continuing operations before income taxes
|
|
|
|
||||
|
FMC Agricultural Solutions
|
$
|
82.0
|
|
|
$
|
81.8
|
|
|
FMC Health and Nutrition
|
47.3
|
|
|
51.0
|
|
||
|
FMC Lithium
|
14.9
|
|
|
5.5
|
|
||
|
Segment operating profit
|
$
|
144.2
|
|
|
$
|
138.3
|
|
|
Corporate and other
|
(16.9
|
)
|
|
(15.3
|
)
|
||
|
Operating profit before the items listed below
|
$
|
127.3
|
|
|
$
|
123.0
|
|
|
|
|
|
|
||||
|
Interest expense, net
|
(20.8
|
)
|
|
(14.0
|
)
|
||
|
Corporate special (charges) income:
|
|
|
|
||||
|
Restructuring and other (charges) income
(1)
|
(12.4
|
)
|
|
(22.3
|
)
|
||
|
Non-operating pension and postretirement charges
(2)
|
(1.0
|
)
|
|
(6.2
|
)
|
||
|
Acquisition-related charges
(3)
|
(7.4
|
)
|
|
(190.7
|
)
|
||
|
(Provision) benefit for income taxes
|
(30.9
|
)
|
|
49.1
|
|
||
|
Discontinued operations, net of income taxes
|
(6.1
|
)
|
|
15.6
|
|
||
|
Net income attributable to noncontrolling interests
|
(0.4
|
)
|
|
(1.3
|
)
|
||
|
Net income (loss) attributable to FMC stockholders
|
$
|
48.3
|
|
|
$
|
(46.8
|
)
|
|
(1)
|
See Note 8 for details of restructuring and other (charges) income. Below provides the detail the (charges) income by segment:
|
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
FMC Agricultural Solutions
|
$
|
(6.6
|
)
|
|
$
|
(18.3
|
)
|
|
FMC Health and Nutrition
|
(0.2
|
)
|
|
(2.2
|
)
|
||
|
FMC Lithium
|
(0.6
|
)
|
|
(0.3
|
)
|
||
|
Corporate
|
(5.0
|
)
|
|
(1.5
|
)
|
||
|
Restructuring and other (charges) income
|
$
|
(12.4
|
)
|
|
$
|
(22.3
|
)
|
|
(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, 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)
|
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 March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Acquisition-related charges -
Cheminova
|
|
|
|
||||
|
Legal and professional fees
(1)
|
$
|
7.4
|
|
|
$
|
10.6
|
|
|
(Gain)/loss on hedging purchase price
(1)
|
—
|
|
|
180.1
|
|
||
|
Acquisition-related charges
|
$
|
7.4
|
|
|
$
|
190.7
|
|
|
(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.
|
|
ADJUSTED EARNINGS RECONCILIATION
|
|||||||
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Net income (loss) attributable to FMC stockholders (GAAP)
|
$
|
48.3
|
|
|
$
|
(46.8
|
)
|
|
Corporate special charges (income), pre-tax
|
20.8
|
|
|
219.2
|
|
||
|
Income tax expense (benefit) on Corporate special charges (income)
|
(6.4
|
)
|
|
(80.5
|
)
|
||
|
Corporate special charges (income), net of income taxes
|
$
|
14.4
|
|
|
$
|
138.7
|
|
|
Discontinued operations attributable to FMC Stockholders, net of income taxes
|
6.1
|
|
|
(15.6
|
)
|
||
|
Non-GAAP tax adjustments
(1)
|
9.6
|
|
|
1.4
|
|
||
|
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP)
|
$
|
78.4
|
|
|
$
|
77.7
|
|
|
(1)
|
We exclude the GAAP tax provision, including discrete items, from the Non-GAAP measure of income, and instead include a Non-GAAP tax provision based upon the projected annual Non-GAAP effective tax rate. The GAAP tax provision includes certain discrete tax items including, but are not limited to: income tax expenses or benefits that are not related to ongoing business operations in the current year; unusual or infrequently occurring items; tax adjustments associated with fluctuations in foreign currency remeasurement of certain foreign operations; certain changes in estimates of tax matters related to prior fiscal years; certain changes in the realizability of deferred tax assets; and changes in tax law. Management believes excluding these discrete tax items assists investors and securities analysts in understanding the tax provision and the effective tax rate related to ongoing operations thereby providing investors with useful supplemental information about FMC's operational performance.
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Revenue
|
$
|
546.1
|
|
|
$
|
392.4
|
|
|
Operating Profit
|
82.0
|
|
|
81.8
|
|
||
|
FMC Agricultural Solutions Pro Forma Financial Results
|
|
|
|
||||
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Revenue
|
|
|
|
||||
|
Revenue, FMC Agricultural Solutions, as reported
(1)
|
$
|
546.1
|
|
|
$
|
392.4
|
|
|
Revenue, Cheminova, pro forma
(2)
|
—
|
|
|
304.1
|
|
||
|
Pro Forma Combined, Revenue
(3)
|
$
|
546.1
|
|
|
$
|
696.5
|
|
|
Operating Profit
|
|
|
|
||||
|
Operating Profit, FMC Agricultural Solutions, as reported
(1)
|
$
|
82.0
|
|
|
$
|
81.8
|
|
|
Operating Profit, Cheminova, pro forma
(2)
|
—
|
|
|
24.0
|
|
||
|
Pro Forma Combined, Operating Profit
(3)
|
$
|
82.0
|
|
|
$
|
105.8
|
|
|
(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, 2015, 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, 2015 or indicative of future results.
|
|
FMC Agricultural Solutions Pro Forma Combined Revenue by Region
(1)
|
|||||||
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Europe, Middle East and Africa (EMEA)
(2)
|
$
|
205.3
|
|
|
$
|
229.8
|
|
|
North America
(3)
|
150.0
|
|
|
229.4
|
|
||
|
Latin America
(4)
|
101.0
|
|
|
133.8
|
|
||
|
Asia
(5)
|
89.8
|
|
|
103.5
|
|
||
|
Total
|
$
|
546.1
|
|
|
$
|
696.5
|
|
|
(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, 2015 or indicative of future results.
|
|
(2)
|
Decline driven by cold weather in Western Europe partially offset by Central/Eastern Europe demand growth as well as transition to direct market access across the region and synergies from the Cheminova acquisition.
|
|
(3)
|
Decline driven by elevated channel inventory levels partially offset by new product introductions.
|
|
(4)
|
Decline driven by Brazil where elevated inventory levels remain high. In Latin America outside of Brazil, export demand was strong and trade conditions in Argentina improved revenue.
|
|
(5)
|
Decline driven by poor weather in India and South East Asia partially offset by increasing pesticide demand in China as well as favorable weather conditions in Australia.
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Revenue
|
$
|
192.4
|
|
|
$
|
211.0
|
|
|
Operating Profit
|
47.3
|
|
|
51.0
|
|
||
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Revenue
|
$
|
60.3
|
|
|
$
|
56.0
|
|
|
Operating Profit
|
14.9
|
|
|
5.5
|
|
||
|
|
Three Months Ended March 31
|
||||||
|
(in Millions)
|
2016
|
|
2015
|
||||
|
Restructuring charges and asset disposals
|
$
|
3.2
|
|
|
$
|
5.4
|
|
|
Other charges (income), net
|
9.2
|
|
|
16.9
|
|
||
|
Total restructuring and other charges
|
$
|
12.4
|
|
|
$
|
22.3
|
|
|
|
Three Months Ended March 31
|
||||||||||||||||
|
(in Millions)
|
2016
|
|
2015
|
||||||||||||||
|
|
Income (Expense)
|
Tax Provision (Benefit)
|
Effective Tax Rate
|
|
Income (Expense)
|
Tax Provision (Benefit)
|
Effective Tax Rate
|
||||||||||
|
GAAP - Continuing operations
|
$
|
85.7
|
|
$
|
30.9
|
|
36.1
|
%
|
|
$
|
(110.2
|
)
|
$
|
(49.1
|
)
|
44.6
|
%
|
|
Corporate special charges
|
20.8
|
|
6.4
|
|
|
|
219.2
|
|
80.5
|
|
|
||||||
|
Tax adjustments
(1)
|
|
(9.6
|
)
|
|
|
|
(1.4
|
)
|
|
||||||||
|
Non-GAAP - Continuing operations
|
$
|
106.5
|
|
$
|
27.7
|
|
26.0
|
%
|
|
$
|
109.0
|
|
$
|
30.0
|
|
27.5
|
%
|
|
(in Millions)
|
Three Months Ended March 31
|
||||||
|
2016
|
|
2015
|
|||||
|
Income (loss) from continuing operations before equity in (earnings) loss of affiliates, interest income and expense and income taxes
|
$
|
106.5
|
|
|
$
|
(96.1
|
)
|
|
Corporate special charges and depreciation and amortization
(1)
|
54.4
|
|
|
241.9
|
|
||
|
Operating income before depreciation and amortization (Non-GAAP)
|
$
|
160.9
|
|
|
$
|
145.8
|
|
|
Change in trade receivables
(2)
|
83.3
|
|
|
52.5
|
|
||
|
Change in inventories
(3)
|
(53.8
|
)
|
|
(50.0
|
)
|
||
|
Change in accounts payable
(4)
|
123.2
|
|
|
(35.6
|
)
|
||
|
Change in accrued rebates
(5)
|
79.4
|
|
|
87.6
|
|
||
|
Change in advance payments from customers
(6)
|
(199.2
|
)
|
|
(165.9
|
)
|
||
|
Change in all other operating assets and liabilities
(7)
|
(34.3
|
)
|
|
9.3
|
|
||
|
Cash basis operating income (Non-GAAP)
|
$
|
159.5
|
|
|
$
|
43.7
|
|
|
|
|
|
|
||||
|
Restructuring and other spending
(8)
|
(8.1
|
)
|
|
(3.0
|
)
|
||
|
Environmental spending, continuing, net recoveries
(9)
|
(2.7
|
)
|
|
(3.0
|
)
|
||
|
Pension and other postretirement benefit contributions
(10)
|
(2.1
|
)
|
|
(27.4
|
)
|
||
|
Net Interest payments
(11)
|
(23.7
|
)
|
|
(18.0
|
)
|
||
|
Tax payments
|
(8.0
|
)
|
|
(11.1
|
)
|
||
|
Excess tax benefits from share-based compensation
|
(0.3
|
)
|
|
(1.7
|
)
|
||
|
Payments associated with the Cheminova purchase price hedges
(12)
|
—
|
|
|
(273.8
|
)
|
||
|
Acquisition related charge
|
(7.4
|
)
|
|
(10.6
|
)
|
||
|
Cash provided (required) by operating activities of continuing operations
|
$
|
107.2
|
|
|
$
|
(304.9
|
)
|
|
(1)
|
Represents the sum of corporate special charges and depreciation and amortization.
|
|
(2)
|
The change in cash flows related to trade receivables in
2016
was primarily driven by timing of collections. Additionally, the increased focus last year on sales terms in Agricultural Solutions as well as ongoing collection measures also in Agricultural Solutions contributed to the higher change in trade receivables period over period.
|
|
(3)
|
Inventory changes are relatively flat year over year and levels are adjusted accordingly to take into consideration the change in market conditions primarily in Agricultural Solutions.
|
|
(4)
|
The change in accounts payable in
2016
is primarily due to timing of payments
|
|
(5)
|
These rebates are associated with our FMC Agricultural Solutions segment in North America and Brazil and generally settle in the fourth quarter of each year. The changes year over year are primarily associated with the mix in sales eligible for rebates and incentives in
2016
compared to
2015
and timing of rebate payments.
|
|
(6)
|
The advance payments from customers represent advances from our FMC Agricultural Solutions segment customers.
|
|
(7)
|
Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities, including guarantees issued to vendors under our vendor finance program.
|
|
(8)
|
See Note 8 in our consolidated financial statements included in this Form 10-Q for further details.
|
|
(9)
|
Included in the period resented are environmental charges for environmental remediation at our operating sites of
$6.6 million
and $1.9 million, respectively. The amounts in
2016
will be spent in future years. The amounts represent environmental remediation spending at our operating sites which were recorded against pre-existing reserves, net of recoveries.
|
|
(10)
|
There were no voluntary contributions to our U.S. defined benefit plans in 2016 and $25 million included in 2015.
|
|
(11)
|
The increase in interest payments form 2015 to 2016 was due to higher debt levels as a result of borrowings needed for the Cheminova acquisition.
|
|
(12)
|
Represents payments for legal and professional fees associated with the Cheminova acquisition. See also Note 3 to the financial statements including in the Form 10-Q for more information.
|
|
|
|
|
Hedged energy exposure vs. Energy market pricing
|
||
|
(in Millions)
|
Net Asset / (Liability) Position on Consolidated Balance Sheets
|
|
10% Increase
|
|
10% Decrease
|
|
Net asset/(liability) position at March 31, 2016
|
$(2.4)
|
|
$(1.7)
|
|
$(3.0)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2015
|
$(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 March 31, 2016
|
$(33.6)
|
|
$(6.4)
|
|
$(72.9)
|
|
|
|
|
|
|
|
|
Net asset/(liability) position at December 31, 2015
(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.
|
|
|
|
|
|
|
|
Publicly Announced Program
|
||||||||||||
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased
|
|
Total Dollar
Amount
Purchased
|
|
Maximum Dollar Value of
Shares that May Yet be
Purchased
|
||||||||
|
January 1-31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
February 1-28, 2016
|
|
35,916
|
|
|
$
|
37.56
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
March 1-31, 2016
|
|
517
|
|
|
$
|
39.42
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
Total Q1 2016
|
|
36,433
|
|
|
$
|
37.59
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
250,000,000
|
|
|
10.8
|
|
FMC Corporation Incentive Compensation and Stock Plan as amended and restated through February 25, 2016
|
|
|
|
|
|
10.8d
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement Pursuant to the FMC Corporation Incentive Compensation and Stock Plan
|
|
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
|
|
10.8
|
|
FMC Corporation Incentive Compensation and Stock Plan as amended and restated through February 25, 2016
|
|
|
|
|
|
10.8d
|
|
Form of Performance-Based Restricted Stock Unit Award Agreement Pursuant to FMC Corporation Incentive Compensation and Stock Plan
|
|
|
|
|
|
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 |
|---|