Exhibit 99.2
FMC CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On April 1, 2015, FMC Corporation ("FMC") completed the previously disclosed sale of its FMC Alkali Chemicals division ("ACD") for approximately $1.64 billion in cash subject to a customary post-closing adjustment in respect of working capital to a wholly owned subsidiary of Tronox Limited.
The unaudited pro forma consolidated financial information of FMC presented below was derived from FMC's historical consolidated financial statements and is presented to give effect to the disposition of ACD. The unaudited pro forma consolidated balance sheet assumes the disposition of ACD occurred on December 31, 2014. The unaudited pro forma consolidated income statements for the three most recently completed fiscal years reflect the presentation of ACD as a discontinued operation as well as present the gain on sale assuming the disposition occurred on December 31, 2014.
The pro forma adjustments are based on information available to management and assumptions that management believes are factually supportable. The unaudited pro forma consolidated financial information is for illustrative and informational purposes only and is not intended to reflect what FMC’s financial position would have been had the disposition occurred on the date indicated and is not necessarily indicative of FMC’s future financial position.
The unaudited pro forma consolidated financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of FMC included in FMC's 2014 Annual Report filed on Form 10-K.
FMC CORPORATION
CONSOLIDATED BALANCE SHEET (UNAUDITED) |
| | | | | | | | | | | | | | | |
| | December 31, 2014 |
| (in Millions, Except Share and Par Value Data) | As Reported | | Disposition of FMC Alkali Chemicals (a) | | Pro Forma Adjustments (b) | | Pro Forma |
| ASSETS | | | | | | | |
| Current assets | | | | | | | |
| Cash and cash equivalents | $ | 109.5 |
| | | | 1,602.5 |
| | $ | 1,712.0 |
|
| Trade receivables, net of allowance of $37.2 | 1,751.0 |
| | (148.5 | ) | | | | 1,602.5 |
|
| Inventories | 636.5 |
| | (28.9 | ) | | | | 607.6 |
|
| Prepaid and other current assets | 214.7 |
| | (25.9 | ) | | | | 188.8 |
|
| Deferred income taxes | 222.7 |
| | | | (8.6 | ) | | 214.1 |
|
| Total current assets | $ | 2,934.4 |
| | $ | (203.3 | ) | | $ | 1,593.9 |
| | $ | 4,325.0 |
|
| Investments | 25.1 |
| | (19.6 | ) | | | | 5.5 |
|
| Property, plant and equipment, net | 1,308.5 |
| | (378.6 | ) | | | | 929.9 |
|
| Goodwill | 352.5 |
| | | | | | 352.5 |
|
| Other intangibles, net | 246.9 |
| | | | | | 246.9 |
|
| Other assets | 273.0 |
| | (3.3 | ) | | | | 269.7 |
|
| Deferred income taxes | 200.1 |
| | | | 44.4 |
| | 244.5 |
|
| Total assets | $ | 5,340.5 |
| | $ | (604.8 | ) | | $ | 1,638.3 |
| | $ | 6,374.0 |
|
| LIABILITIES AND EQUITY | | | | | | | |
| Current liabilities | | | | | | | |
| Short-term debt and current portion of long-term debt | $ | 525.2 |
| | | | |
| $ | 525.2 |
|
| Accounts payable, trade and other | 433.5 |
| | (55.2 | ) | | | | 378.3 |
|
| Advance payments from customers | 190.2 |
| | | | | | 190.2 |
|
| Accrued and other liabilities | 438.8 |
| | (31.6 | ) | | | | 407.2 |
|
| Accrued customer rebates | 237.6 |
| | (1.6 | ) | | | | 236.0 |
|
| Guarantees of vendor financing | 50.2 |
| | — |
| | | | 50.2 |
|
| Accrued pension and other postretirement benefits, current | 12.7 |
| | — |
| | | | 12.7 |
|
| Income taxes | 22.2 |
| | | | 418.4 |
| | 440.6 |
|
| Total current liabilities | $ | 1,910.4 |
| | $ | (88.4 | ) | | $ | 418.4 |
| | $ | 2,240.4 |
|
| Long-term debt, less current portion | 1,153.4 |
| | | | | | 1,153.4 |
|
| Accrued pension and other postretirement benefits, long-term | 238.7 |
| | | | | | 238.7 |
|
| Environmental liabilities, continuing and discontinued | 209.9 |
| | | | | | 209.9 |
|
| Deferred income taxes | 51.3 |
| | | | | | 51.3 |
|
| Other long-term liabilities | 212.8 |
| | (4.7 | ) | | | | 208.1 |
|
| Commitments and contingent liabilities | | | | | | |
|
| Equity | | | | | | |
|
| Preferred stock, no par value, authorized 5,000,000 shares; no shares issued | — |
| | | | | | — |
|
| Common stock, $0.10 par value, authorized 260,000,000 shares; 185,983,792 issued shares | 18.6 |
| | | | | | 18.6 |
|
| Capital in excess of par value of common stock | 401.9 |
| | | | | | 401.9 |
|
| Retained earnings | 2,984.5 |
| | | | 708.2 |
| | 3,692.7 |
|
| Accumulated other comprehensive income (loss) | (375.8 | ) | | | | | | (375.8 | ) |
| Treasury stock, common, at cost: 52,666,121 shares | (1,498.7 | ) | | | | | | (1,498.7 | ) |
| Total FMC stockholders' equity | $ | 1,530.5 |
| | $ | — |
| | $ | 708.2 |
| | $ | 2,238.7 |
|
| Noncontrolling interests | 33.5 |
| | | | | | 33.5 |
|
| Total equity | $ | 1,564.0 |
| | $ | — |
| | $ | 708.2 |
| | $ | 2,272.2 |
|
| Total liabilities and equity | $ | 5,340.5 |
| | $ | (93.1 | ) | | $ | 1,126.6 |
| | $ | 6,374.0 |
|
(a) - Represents the assets and liabilities related to ACD that were sold.
(b) - Represents pro forma adjustments: Receipt of cash proceeds from the sale of ACD, net of transaction costs, as well as reflecting the estimated gain and tax impacts of the transaction. Proceeds from the sale of ACD will be utilized to fund the acquisition of Cheminova A/S which will occur in early 2015.
FMC CORPORATION
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
|
| | | | | | | | | | | | | | | |
| | Year Ended December 31, 2014 |
| | As Reported | | Reclass of ACD (a) | | Pro Forma Adjustments (b) | | Pro Forma |
| Revenue | $ | 4,037.7 |
| | $ | (779.0 | ) | | | | $ | 3,258.7 |
|
| | | | | | | | |
| Costs of sales and services | 2,662.7 |
| | (614.9 | ) | | | | 2,047.8 |
|
| | | | | | | | |
| Gross margin | 1,375.0 |
| | (164.1 | ) | | — |
| | 1,210.9 |
|
| | | | | | | | |
| Selling, general and administrative expenses | 621.2 |
| | (31.4 | ) | | — |
| | 589.8 |
|
| Research and development expenses | 128.3 |
| | (2.0 | ) | | — |
| | 126.3 |
|
| Restructuring and other charges (income) | 56.5 |
| | (0.1 | ) | | — |
| | 56.4 |
|
| Business separation costs | 23.6 |
| | — |
| | — |
| | 23.6 |
|
| Total costs and expenses | 3,492.3 |
| | (648.4 | ) | | — |
| | 2,843.9 |
|
| Income from operations | 545.4 |
| | (130.6 | ) | | — |
| | 414.8 |
|
| Equity in (earnings) loss of affiliates | 0.9 |
| | (1.1 | ) | | — |
| | (0.2 | ) |
| Interest income | (0.2 | ) | | — |
| | | | (0.2 | ) |
| Interest expense | 59.7 |
| | (8.3 | ) | | — |
| | 51.4 |
|
| | | | | | | | |
| Income from continuing operations before income taxes | 485.0 |
| | (121.2 | ) | | — |
| | 363.8 |
|
| Provision for income taxes | 73.5 |
| | (17.3 | ) | | — |
| | 56.2 |
|
| Income from continuing operations | 411.5 |
| | (103.9 | ) | | — |
| | 307.6 |
|
| Discontinued operations, net of income taxes | (89.4 | ) | | 103.9 |
| | 708.2 |
| | 722.7 |
|
| Net income | $ | 322.1 |
| | $ | — |
| | $ | 708.2 |
| | $ | 1,030.3 |
|
| Less: Net income attributable to noncontrolling interests | 14.6 |
| | — |
| | — |
| | 14.6 |
|
| Net income attributable to FMC stockholders | $ | 307.5 |
| | $ | — |
|
| $ | 708.2 |
| | $ | 1,015.7 |
|
| | | | | | | | |
| Amounts attributable to FMC stockholders: | | | | | | | |
| Income from continuing operations, net of tax | $ | 396.9 |
| | $ | (98.7 | ) | | $ | — |
| | $ | 298.2 |
|
| Discontinued operations, net of tax | (89.4 | ) | | 98.7 |
| | 708.2 |
| | 717.5 |
|
| Net income | $ | 307.5 |
| | $ | — |
| | $ | 708.2 |
| | $ | 1,015.7 |
|
| Basic earnings (loss) per common share attributable to FMC stockholders: | | | | | | | |
| Continuing operations | $ | 2.97 |
| | $ | (0.74 | ) | | $ | — |
| | $ | 2.23 |
|
| Discontinued operations | (0.67 | ) | | 0.74 |
| | 5.31 |
| | 5.38 |
|
| Basic earnings per common share | $ | 2.30 |
| | $ | — |
| | $ | 5.31 |
| | $ | 7.61 |
|
| Average number of shares outstanding used in basic earnings per share computations | 133.3 |
| | 133.3 |
| | 133.3 |
| | 133.3 |
|
| Diluted earnings (loss) per common share attributable to FMC stockholders: | | | | | | | |
| Continuing operations | $ | 2.96 |
| | $ | (0.74 | ) | | $ | — |
| | $ | 2.22 |
|
| Discontinued operations | (0.67 | ) | | 0.74 |
| | 5.27 |
| | 5.34 |
|
| Diluted earnings per common share | $ | 2.29 |
| | $ | — |
| | $ | 5.27 |
| | $ | 7.56 |
|
| Average number of shares outstanding used in diluted earnings per share computations | 134.3 |
| | 134.3 |
| | 134.3 |
| | 134.3 |
|
(a) - Represents the reclassification of ACD from a continuing operation to a discontinued operation for financial reporting presentation purposes.
(b) - Pro forma adjustments represent the estimated gain, net of tax of the transaction recorded within discontinued operations.
FMC CORPORATION
CONSOLIDATED STATMENTS OF INCOME (UNAUDITED)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2013
| | Year Ended December 31, 2012
|
| | As Reported | | Reclass of ACD (a) | | Pro Forma | | As Reported | | Reclass of ACD (a) | | Pro Forma |
| Revenue | $ | 3,874.8 |
| | $ | (744.1 | ) | | $ | 3,130.7 |
| | $ | 3,409.9 |
| | $ | (732.3 | ) | | $ | 2,677.6 |
|
| | | | | | | | | | | | |
| Costs of sales and services | 2,534.4 |
| | (604.6 | ) | | 1,929.8 |
| | 2,141.6 |
| | (559.4 | ) | | 1,582.2 |
|
| | | | | | | | | | | | |
| Gross margin | 1,340.4 |
| | (139.5 | ) | | 1,200.9 |
| | 1,268.3 |
| | (172.9 | ) | | 1,095.4 |
|
| | | | | | | | | | | | |
| Selling, general and administrative expenses | 515.8 |
| | (19.7 | ) | | 496.1 |
| | 489.7 |
| | (19.9 | ) | | 469.8 |
|
| Research and development expenses | 117.7 |
| | (2.1 | ) | | 115.6 |
| | 112.0 |
| | (1.6 | ) | | 110.4 |
|
| Restructuring and other charges (income) | 47.9 |
| | 2.6 |
| | 50.5 |
| | 27.5 |
| | — |
| | 27.5 |
|
| Business separation costs | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Total costs and expenses | 3,215.8 |
| | (623.8 | ) | | 2,592.0 |
| | 2,770.8 |
| | (580.9 | ) | | 2,189.9 |
|
| Income from operations | 659.0 |
| | (120.3 | ) | | 538.7 |
| | 639.1 |
| | (151.4 | ) | | 487.7 |
|
| Equity in (earnings) loss of affiliates | 0.9 |
| | (1.7 | ) | | (0.8 | ) | | 0.7 |
| | (1.5 | ) | | (0.8 | ) |
| Interest income | (0.2 | ) | | — |
| | (0.2 | ) | | (0.1 | ) | | — |
| | (0.1 | ) |
| Interest expense | 42.4 |
| | (5.9 | ) | | 36.5 |
| | 40.8 |
| | (5.7 | ) | | 35.1 |
|
| | | | | | | | | | | | |
| Income from continuing operations before income taxes | 615.9 |
| | (112.7 | ) | | 503.2 |
| | 597.7 |
| | (144.2 | ) | | 453.5 |
|
| Provision for income taxes | 148.6 |
| | (17.0 | ) | | 131.6 |
| | 134.5 |
| | (26.8 | ) | | 107.7 |
|
| Income from continuing operations | 467.3 |
| | (95.7 | ) | | 371.6 |
| | 463.2 |
| | (117.4 | ) | | 345.8 |
|
| Discontinued operations, net of income taxes | (159.3 | ) | | 95.7 |
| | (63.6 | ) | | (27.5 | ) | | 117.4 |
| | 89.9 |
|
| Net income | $ | 308.0 |
| | $ | — |
| | $ | 308.0 |
| | $ | 435.7 |
| | $ | — |
| | $ | 435.7 |
|
| Less: Net income attributable to noncontrolling interests | 14.1 |
| | — |
| | 14.1 |
| | 19.5 |
| | — |
| | 19.5 |
|
| Net income attributable to FMC stockholders | $ | 293.9 |
| | $ | — |
| | $ | 293.9 |
| | $ | 416.2 |
| | $ | — |
| | $ | 416.2 |
|
| | | | | | | | | | | | |
| Amounts attributable to FMC stockholders: | | | | | | | | | | | |
| Income from continuing operations, net of tax | $ | 453.2 |
| | $ | (88.1 | ) | | $ | 365.1 |
| | $ | 443.7 |
| | $ | (102.4 | ) | | $ | 341.3 |
|
| Discontinued operations, net of tax | (159.3 | ) | | 88.1 |
| | (71.2 | ) | | (27.5 | ) | | 102.4 |
| | 74.9 |
|
| Net income | $ | 293.9 |
| | $ | — |
| | $ | 293.9 |
| | $ | 416.2 |
| | $ | — |
| | $ | 416.2 |
|
| Basic earnings (loss) per common share attributable to FMC stockholders: | | | | | | | | | | | |
| Continuing operations | $ | 3.34 |
| | $ | (0.65 | ) | | $ | 2.69 |
| | $ | 3.21 |
| | $ | (0.74 | ) | | $ | 2.47 |
|
| Discontinued operations | (1.18 | ) | | 0.65 |
| | (0.53 | ) | | (0.20 | ) | | 0.74 |
| | 0.54 |
|
| Basic earnings per common share | $ | 2.16 |
| | $ | — |
| | $ | 2.16 |
| | $ | 3.01 |
| | $ | — |
| | $ | 3.01 |
|
| Average number of shares outstanding used in basic earnings per share computations | 135.2 |
| | 135.2 |
| | 135.2 |
| | 137.7 |
| | 137.7 |
| | 137.7 |
|
| Diluted earnings (loss) per common share attributable to FMC stockholders: | | | | | | | | | | | |
| Continuing operations | $ | 3.33 |
| | $ | (0.65 | ) | | $ | 2.68 |
| | $ | 3.20 |
| | $ | (0.74 | ) | | $ | 2.46 |
|
| Discontinued operations | (1.17 | ) | | 0.65 |
| | $ | (0.52 | ) | | (0.20 | ) | | 0.74 |
| | 0.54 |
|
| Diluted earnings per common share | $ | 2.16 |
| | $ | — |
| | $ | 2.16 |
| | $ | 3.00 |
| | $ | — |
| | $ | 3.00 |
|
| Average number of shares outstanding used in diluted earnings per share computations | 136.1 |
| | 136.1 |
| | 136.1 |
| | 138.8 |
| | 138.8 |
| | 138.8 |
|
(a) - Represents the reclassification of ACD from a continuing operation to a discontinued operation for financial reporting presentation purposes.
