Document and Entity Information
Document and Entity Information Document | 9 Months Ended |
Sep. 30, 2015shares | |
Document Information [Line Items] | |
Entity Registrant Name | FMC CORPORATION |
Entity Central Index Key | 37,785 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Large Accelerated Filer |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 133,622,997 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Income Statement [Abstract] | |||||
Revenue | $ 830.7 | $ 819.1 | $ 2,377.2 | $ 2,370.9 | |
Costs and Expenses | |||||
Costs of sales and services | 610.4 | 535.6 | 1,600.4 | 1,478.3 | |
Gross margin | 220.3 | 283.5 | 776.8 | 892.6 | |
Selling, general and administrative expenses | 137 | 140.7 | 590.9 | 374.9 | |
Research and development expenses | 37.2 | 30.2 | 102.8 | 88.5 | |
Restructuring and other charges (income) | [1] | 45.6 | 35.6 | 78.2 | 44.9 |
Business separation costs | [2] | 0 | 6.8 | 0 | 23.6 |
Total costs and expenses | 830.2 | 748.9 | 2,372.3 | 2,010.2 | |
Income from continuing operations before equity in (earnings) loss of affiliates, interest expense, net and income taxes | 0.5 | 70.2 | 4.9 | 360.7 | |
Equity in (earnings) loss of affiliates | 0 | 0.1 | 0 | (0.2) | |
Interest expense, net | 20.2 | 12.8 | 58.9 | 37.6 | |
Income (loss) from continuing operations before income taxes | (19.7) | 57.3 | (54) | 323.3 | |
Provision (benefit) for income taxes | (25.1) | 3.6 | (56.4) | 74.6 | |
Income (loss) from continuing operations | 5.4 | 53.7 | 2.4 | 248.7 | |
Discontinued operations, net of income taxes | (5) | 6.4 | 698.8 | (4.9) | |
Net income (loss) | 0.4 | 60.1 | 701.2 | 243.8 | |
Less: Net income attributable to noncontrolling interests | 2.8 | 3.8 | 8.1 | 12.8 | |
Net income (loss) attributable to FMC stockholders | (2.4) | 56.3 | 693.1 | 231 | |
Amounts attributable to FMC stockholders: | |||||
Continuing operations, net of income taxes | 2.6 | 51.6 | (5.7) | 241.1 | |
Discontinued operations, net of income taxes | (5) | 4.7 | 698.8 | (10.1) | |
Net income (loss) attributable to FMC stockholders | $ (2.4) | $ 56.3 | $ 693.1 | $ 231 | |
Basic earnings (loss) per common share attributable to FMC stockholders: | |||||
Continuing operations (in USD per share) | $ 0.02 | $ 0.39 | $ (0.04) | $ 1.81 | |
Discontinued operations (in USD per share) | (0.04) | 0.03 | 5.22 | (0.08) | |
Net income (loss) attributable to FMC stockholders (in USD per share) | (0.02) | 0.42 | 5.18 | 1.73 | |
Diluted earnings (loss) per common share attributable to FMC stockholders: | |||||
Continuing operations (in USD per share) | 0.02 | 0.39 | (0.04) | 1.80 | |
Discontinued operations (in USD per share) | (0.04) | 0.03 | 5.22 | (0.08) | |
Net income (loss) attributable to FMC stockholders (in USD per share) | $ (0.02) | $ 0.42 | $ 5.18 | $ 1.72 | |
[1] | See Note 7 for details of restructuring and other charges (income). Below provides the detail the charges (income) by segment:FMC Agricultural Solutions - $(24.1) million and $(17.0) million for the three months ended September 30, 2015 and 2014, respectively, and $(47.2) million and $(17.0) million for the nine months ended September 30, 2015 and 2014, respectively; FMC Health and Nutrition - $(16.6) million and $0 for the three months ended September 30, 2015 and 2014, respectively, and $(20.6) million and $(5.9) million for the nine months ended September 30, 2015 and 2014, respectively; FMC Lithium - $0 and $(0.1) million for the three months ended September 30, 2015 and 2014, respectively, and $(0.5) million and $0 for the nine months ended September 30, 2015 and 2014, respectively; Corporate - $(4.9) million and $(18.5) million for the three months ended September 30, 2015 and 2014, respectively, and $(9.9) million and $(22.0) million for the nine months ended September 30, 2015 and 2014, respectively; Restructuring and other (charges) income - $(45.6) million and $(35.6) million for the three months ended September 30, 2015 and 2014, respectively, and $(78.2) million and $(44.9) million for the nine months ended September 30, 2015 and 2014, respectively. | ||||
[2] | On September 8, 2014, we announced that we would no longer proceed with the planned separation as a result of the planned acquisition of Cheminova and divestiture of our FMC Alkali Chemicals division. Business separation costs for the three and nine months ended September 30, 2014 represent charges associated with the planned separation activities through September 30, 2014. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Statement of Comprehensive Income [Abstract] | ||||||
Net income (loss) | $ 0.4 | $ 60.1 | $ 701.2 | $ 243.8 | ||
Foreign currency adjustments: | ||||||
Foreign currency translation gain (loss) arising during the period | (39) | (34.7) | (81) | [1] | (37.9) | |
Reclassification of foreign currency translation losses | 0 | 0 | 0 | 49.6 | ||
Total foreign currency translation adjustments | [1] | (39) | (34.7) | (81) | 11.7 | |
Derivative instruments: | ||||||
Unrealized hedging gains (losses) and other, net of tax of ($0.7) and $2.8 for the three and nine months ended 2015 and $0.8 and $3.2 for the three and nine months ended 2014, respectively | (1.5) | 0.8 | 3.7 | 5.3 | ||
Reclassification of deferred hedging (gains) losses and other, included in net income, net of tax of ($0.4) and ($2.0) for the three and nine months ended 2015 and ($0.2) and $0.8 for the three and nine months ended 2014, respectively | [2] | (0.4) | (0.3) | (2.3) | 1.9 | |
Total derivative instruments, net of tax of ($1.1) and $0.8 for the three and nine months ended 2015 and $0.6 and $4.0 for the three and nine months ended 2014, respectively | (1.9) | 0.5 | 1.4 | [3] | 7.2 | |
Pension and other postretirement benefits: | ||||||
Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax of $0.2 and ($4.5) for the three and nine months ended 2015 and zero for three and nine months ended 2014, respectively | [4] | (0.3) | 0.3 | (7.4) | 0.2 | |
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, net of tax of $4.4 and $16.6 for the three and nine months ended 2015 and $3.0 and $9.9 for the three and nine months 2014, respectively | [2] | 8 | 5.2 | 29.4 | 17.9 | |
Total pension and other postretirement benefits, net of tax of $4.6 and $12.1 for the three and nine months ended 2015 and $3.0 and $9.9 for the three and nine months ended 2014, respectively | 7.7 | 5.5 | 22 | [3] | 18.1 | |
Other comprehensive income (loss), net of tax | (33.2) | (28.7) | (57.6) | 37 | ||
Comprehensive income (loss) | (32.8) | 31.4 | 643.6 | 280.8 | ||
Less: Comprehensive income attributable to the noncontrolling interest | 2.4 | 3.3 | 7.4 | 11.8 | ||
Comprehensive income (loss) attributable to FMC stockholders | $ (35.2) | $ 28.1 | $ 636.2 | $ 269 | ||
[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 nine months ended September 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] | 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. | |||||
[3] | See condensed consolidated statements of comprehensive income (loss). | |||||
[4] | 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 nine months September 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. This disposal triggered a curtailment of our U.S. pension plans. See Note 13 for more information. |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized hedging gains (losses) and other, tax | $ (0.7) | $ 0.8 | $ 2.8 | $ 3.2 |
Reclassification of deferred hedging gains (losses) and other, included in net income, tax | (0.4) | (0.2) | (2) | 0.8 |
Total derivative instruments, tax | (1.1) | 0.6 | 0.8 | 4 |
Unrealized actuarial gains (losses) and prior service (costs) credits, tax | 0.2 | 0 | (4.5) | 0 |
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, tax | 4.4 | 3 | 16.6 | 9.9 |
Total pension and other postretirement benefits, tax | $ 4.6 | $ 3 | $ 12.1 | $ 9.9 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 173.7 | $ 109.5 |
Trade receivables, net of allowance - 2015: $34.9; 2014: $37.2 | 1,689.6 | 1,602.5 |
Inventories | 906.1 | 607.6 |
Prepaid and other current assets | 251.3 | 188.8 |
Deferred income taxes | 158.1 | 222.7 |
Current assets held for sale | 59.3 | 203.3 |
Total current assets | 3,238.1 | 2,934.4 |
Investments | 3.7 | 5.5 |
Property, plant and equipment, net | 1,082.8 | 930 |
Goodwill | 733.5 | 352.5 |
Other intangibles, net | 847.7 | 246.9 |
Other assets | 333.1 | 269.6 |
Deferred income taxes | 208.1 | 200.1 |
Noncurrent assets held for sale | 0 | 401.5 |
Total assets | 6,447 | 5,340.5 |
Current liabilities | ||
Short-term debt and current portion of long-term debt | 121.2 | 525.2 |
Accounts payable, trade and other | 484.2 | 378.3 |
Advance payments from customers | 3.9 | 190.2 |
Accrued and other liabilities | 349.3 | 407.2 |
Accrued customer rebates | 357.3 | 236 |
Guarantees of vendor financing | 65.7 | 50.2 |
Accrued pension and other postretirement benefits, current | 6.6 | 12.7 |
Income taxes | 66.6 | 22.2 |
Current liabilities held for sale | 0.2 | 88.4 |
Total current liabilities | 1,455 | 1,910.4 |
Long-term debt, less current portion | 2,048.5 | 1,153.4 |
Accrued pension and other postretirement benefits, long-term | 177.2 | 238.7 |
Environmental liabilities, continuing and discontinued | 163.1 | 209.9 |
Deferred income taxes | 235.5 | 51.3 |
Long-term liabilities held for sale | 0 | 4.7 |
Other long-term liabilities | $ 213.1 | $ 208.1 |
Commitments and contingent liabilities | ||
Equity | ||
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued in 2015 or 2014 | $ 0 | $ 0 |
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 | 415.4 | 401.9 |
Retained earnings | 3,611.2 | 2,984.5 |
Accumulated other comprehensive income (loss) | (432.7) | (375.8) |
Treasury stock, common, at cost - 2015: 52,360,795 shares, 2014: 52,666,121 shares | (1,498.8) | (1,498.7) |
Total FMC stockholders’ equity | 2,113.7 | 1,530.5 |
Noncontrolling interests | 40.9 | 33.5 |
Total equity | 2,154.6 | 1,564 |
Total liabilities and equity | $ 6,447 | $ 5,340.5 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for Trade receivables | $ 34.9 | $ 37.2 |
Preferred stock, par value (in USP per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.1 | $ 0.10 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 185,983,792 | 185,983,792 |
Treasury Stock, shares | 52,360,795 | 52,666,121 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash provided (required) by operating activities of continuing operations: | |||
Net income (loss) | $ 701.2 | $ 243.8 | |
Discontinued operations | (698.8) | 4.9 | |
Income (loss) from continuing operations | 2.4 | 248.7 | |
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations: | |||
Depreciation and amortization | 92.2 | 70.9 | |
Equity in (earnings) loss of affiliates | 0 | (0.2) | |
Restructuring and other charges (income) | 78.2 | 44.9 | |
Deferred income taxes | 52.4 | (25) | |
Pension and other postretirement benefits | 30.5 | 22.8 | |
Share-based Compensation | 12.2 | 11.5 | |
Excess tax benefits from share-based compensation | (1.6) | (4.4) | |
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | |||
Trade receivables, net | 315.5 | (98) | |
Guarantees of vendor financing | 9.9 | 25.5 | |
Inventories | (8) | (73.4) | |
Accounts payable | (201.1) | 2.6 | |
Advance payments from customers | (186.2) | (174.8) | |
Accrued customer rebates | 112.3 | 144 | |
Income taxes | (288.8) | 26.6 | |
Pension and other postretirement benefit contributions | (71) | (65.2) | |
Environmental spending, continuing, net of recoveries | (18.6) | (9.1) | |
Restructuring and other spending | (22.3) | (6.6) | |
Change in other operating assets and liabilities, net | [1] | (154.8) | (8.4) |
Cash provided (required) by operating activities of continuing operations | (246.8) | 132.4 | |
Cash provided (required) by operating activities of discontinued operations: | |||
Environmental spending, discontinued, net of recoveries | (10.4) | (6.9) | |
Other discontinued reserves | (15.8) | (24.8) | |
Operating activities of discontinued operations, net of recoveries | (37.5) | 101 | |
Cash provided (required) by operating activities of discontinued operations | (63.7) | 69.3 | |
Cash provided (required) by investing activities of continuing operations: | |||
Capital expenditures | (87.4) | (143.3) | |
Proceeds from disposal of property, plant and equipment | 1.3 | 0.3 | |
Acquisitions, net of cash acquired | (1,205.1) | 0 | |
Proceeds from sale of investment/business | 34.5 | 0 | |
Other investing activities | (25) | (24.8) | |
Cash provided (required) by investing activities of continuing operations | (1,281.7) | (167.8) | |
Cash provided (required) by investing activities of discontinued operations: | |||
Proceeds from divestitures | 1,649.8 | 199.1 | |
Other discontinued investing activities | (15.5) | (30.7) | |
Cash provided (required) by investing activities of discontinued operations | 1,634.3 | 168.4 | |
Cash provided (required) by financing activities of continuing operations: | |||
Increase (decrease) in short-term debt | (537.6) | (101.2) | |
Repayments of long-term debt | (1,024.4) | (17.7) | |
Financing fees | 0 | (8.8) | |
Proceeds from borrowings of long-term debt | 1,650.1 | 0 | |
Distributions to non controlling interests | 0 | (21.4) | |
Issuances of common stock, net | 5.8 | 7.5 | |
Excess tax benefits from share-based compensation | 1.6 | 4.4 | |
Dividends paid | [2] | (64.3) | (58.1) |
Other repurchases of common stock | (3.2) | (4.3) | |
Cash provided (required) by financing activities of continuing operations | 28 | (199.6) | |
Effect of exchange rate changes on cash and cash equivalents | (5.9) | (1.6) | |
Increase (decrease) in cash and cash equivalents | 64.2 | 1.1 | |
Cash and cash equivalents, beginning of period | 109.5 | 123.2 | |
Cash and cash equivalents, end of period | $ 173.7 | $ 124.3 | |
[1] | The September 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 $48.1 million. Total cash payments during the nine months ended September 30, 2015 associated with the Cheminova acquisition hedges were $264.8 million, which includes $165.2 million that were accrued and paid within the period | ||
[2] | See Note 12 regarding quarterly cash dividend. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash paid for interest, net of capitalized interest | $ 61.9 | $ 43.2 | |
Cash paid for taxes, net of refunds | 270.6 | 84.5 | |
Non-cash additions to property, plant and equipment | 7.7 | 17.9 | |
Cheminova [Member] | |||
Change in other operating assets and liabilities, net, including cash flow hedge | (99.6) | ||
Inventory fair value amortization | [1] | 48.1 | $ 0 |
Payments for cash flow hedge | 264.8 | ||
Payments for cash flow hedge, accrued and paid in current period | 165.2 | ||
Alkali Chemicals [Member] | |||
Cash paid for taxes, net of refunds | $ 239 | ||
[1] | On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” |
Financial Information and Accou
Financial Information and Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Financial Information And Accounting Policies [Abstract] | |
Financial Information and Accounting Policies | Financial Information and Accounting Policies In our opinion the condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applicable to interim period financial statements and reflect all adjustments necessary for a fair statement of results of operations for the three and nine months ended September 30, 2015 and 2014 , cash flows for the nine months ended September 30, 2015 and 2014 and our financial positions as of September 30, 2015 and December 31, 2014 . All such adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes. The results of operations for the three and nine months ended September 30, 2015 and 2014 are not necessarily indicative of the results of operations for the full year. The condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014 , and the related condensed consolidated statements of income (loss), condensed consolidated statements of comprehensive income (loss) and condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 , have been reviewed by our independent registered public accountants. The review is described more fully in their report included herein. Our accounting policies are set forth in detail in Note 1 to the consolidated financial statements included with our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2014 (the “ 2014 10-K”). FMC Alkali Chemicals Division: In February 2015, our FMC Alkali Chemicals division ("ACD") was classified as a discontinued operation. For more information on the discontinued operations see Note 9. As a result, our FMC Minerals segment, which previously included our FMC Alkali Chemicals and FMC Lithium divisions, was renamed FMC Lithium. We have recast all the data within this filing to reflect the changes in our reportable segments to conform to the current year presentation and to present ACD as a discontinued operation retrospectively for all periods presented. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Pronouncements and Regulatory Items | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued and Adopted Accounting Pronoucements and Regulatory Items | Recently Issued and Adopted Accounting Pronouncements and Regulatory Items New accounting guidance and regulatory items In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . This new standard changes the criteria by which to measure inventory. Prior to the issuance of this new standard, inventory was measured at the lower of cost or market value. This required three separate data points in order to measure inventory. The three data points were cost, market with a ceiling of net realizable value and market with a floor of net realizable value less a normal profit margin. This amendment eliminates the two data points defining "market" and replaces them with one, net realizable value. This amendment does not impact inventory measured using last-in, first-out. We are required to adopt this standard in the first quarter of 2017, early adoption is permitted. We are evaluating the effect that ASU 2015-11 will have on our consolidated financial statements. We have not yet completed the assessment to determine the effect of the standard on our ongoing financial reporting. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in this new standard require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. This standard is applicable for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. We expect to adopt this standard in the first quarter of 2016; this amendment will be applied on a retrospective basis. The adoption of this standard is not expected to materially impact on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis . This new standard changes the consolidation evaluation for entities that are required to evaluate whether they should consolidate certain legal entities. We are required to adopt this standard in the first quarter of 2016. Early adoption is permitted. The standard permits the use of a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption, or a reporting entity may also apply the amendments retrospectively. We are evaluating the effect that ASU 2015-02 will have on our consolidated financial statements. We have not yet completed the assessment to determine the effect of the standard on our ongoing financial reporting. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. We intend to adopt this standard for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. Recently adopted accounting guidance In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Simplifying the Accounting for Measurement-Period Adjustments . This new standard eliminates the requirement to restate prior period financial statements for measurement period adjustments associated with business combinations. This new guidance does not change what constitutes a measurement period adjustment. This standard is applicable for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. We have adopted this guidance prospectively this quarter. For more information on the measurement period adjustments recorded during the period, see Note 3. In April 2014, the FASB issued its updated guidance on the financial reporting of discontinued operations. This new standard changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Additionally, expanded disclosures about discontinued operations will be required to provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. This guidance impacts disclosures within an entity's financial statements and notes to the financial statements. We have adopted this guidance prospectively this year. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Cheminova A/S 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 A/S, a Denmark Aktieselskab ("Cheminova") from Auriga Industries A/S, a Denmark Aktieselskab for an aggregate purchase price of $1.2 billion , excluding assumed net debt and hedged-related costs totaling $0.6 billion (the “Acquisition”). The Acquisition was funded with the October 10, 2014 term loan which was secured for the purposes of the Acquisition. See Note 8 for more information. Cheminova is being integrated into our FMC Agricultural Solutions segment and has been included within our results of operations for the three and nine months ended September 30, 2015 . Preliminary Purchase Price Allocation The acquisition of Cheminova has been accounted for under the GAAP business combinations accounting guidance, and as such we have applied acquisition accounting. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair values at the Acquisition date using primarily Level 2 and Level 3 inputs (see Note 15 for an explanation of Level 2 and 3 inputs). These Level 2 and Level 3 valuation inputs include an estimate of future cash flows and discount rates. Additionally, estimated fair values are based, in part, upon outside preliminary appraisals for certain assets, including specifically-identified intangible assets. The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information. The allocation is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. Any changes to the initial allocation are referred to as measurement-period adjustments. Measurement-period adjustment since our initial preliminary estimates reported in our second quarter 2015 Form 10-Q were primarily related to decreases in the estimated fair values of certain current assets, property, plant and equipment and income taxes payable. These decreases were offset by increases in current liabilities, intangible assets and deferred income taxes. The cumulative effect of all measurement-period adjustments resulted in an increase to recognized goodwill of approximately $5 million . Measurement-period adjustments recorded to the condensed consolidated statement of income (loss) were immaterial for the period ended September 30, 2015. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of trade receivables, inventories, property, plant and equipment, intangible assets, legal reserves, contingent liabilities, including uncertain tax positions, deferred tax assets and liabilities as well as other assets and liabilities. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date we will revise the preliminary purchase price allocation. The effect of measurement period adjustments to the estimated fair values will be calculated as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings. The following table summarizes the consideration paid for Cheminova and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis. Preliminary Purchase Price Allocation (in Millions) Trade receivables $ 508.1 Inventories (1) 397.7 Other current assets 53.6 Property, plant & equipment 188.6 Intangible assets (2) Customer relationships 280.3 Brands 365.1 In-process research & development 8.6 Goodwill (3) 398.4 Other assets 58.1 Total fair value of assets acquired 2,258.5 Short-term debt 140.5 Other current liabilities 461.7 Long-term debt (4) 273.1 Deferred tax liabilities 164.1 Other liabilities 14.0 Total fair value of liabilities assumed 1,053.4 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 $58.1 million , of which $28.8 million and $48.1 million was expensed in the three and nine months ended September 30, 2015 , respectively, 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 September 30, 2015 the principal borrowings under this assumed debt has been settled utilizing the borrowing under the October 10, 2014 term loan. Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. The pro forma amounts include certain adjustments, including interest expense on the borrowings utilized to complete the acquisition, depreciation and amortization expense and income taxes. The pro forma amounts for the three and nine month period below exclude acquisition-related charges. The pro forma results do not include adjustments related to cost savings or other synergies that are anticipated as a result of the Acquisition. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred as of January 1, 2014, nor are they indicative of future results of operations. Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Pro forma Revenue $ 830.7 $ 1,124.5 $ 2,739.2 $ 3,370.0 Pro forma Diluted earnings per share $ 0.18 $ 0.56 $ 6.40 $ 2.14 Acquisition-related charges Pursuant to GAAP, costs incurred to complete the Acquisition as well as costs incurred to integrate Cheminova into our operations are expensed as incurred. The following table summarizes the costs incurred associated with these combined activities. Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Acquisition-related charges Legal and professional fees (1) $ 14.2 $ 15.3 $ 53.8 $ 15.3 Inventory fair value amortization (2) 28.8 — 48.1 — (Gain)/loss on hedging purchase price (3) — 21.2 172.1 21.2 Total Acquisition-related charges $ 43.0 $ 36.5 $ 274.0 $ 36.5 Restructuring charges and asset disposals Cheminova restructuring 50.7 — 55.5 — Total Cheminova restructuring charges (4) $ 50.7 $ — $ 55.5 $ — ____________________ (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). Cheminova Acquisition Hedge Costs Pursuant to the terms and conditions set forth in the Purchase Agreement, we agreed to acquire all of the outstanding equity of Cheminova from Auriga for an aggregate purchase price of 8.5 billion Danish krone ("DKK"). At the time we entered into the Purchase Agreement, the U.S. dollar ("USD" or “$”) to DKK exchange rate was USD $1.00 to DKK 5.77 , resulting in a USD purchase price of $1.47 billion , excluding assumed debt of approximately $0.3 billion . In order to minimize our exposure to adverse changes in the USD to DKK exchange rate from September 8, 2014 to April 21, 2015 (the acquisition close date), we entered into a series of foreign currency forward contracts ("FX forward contracts"). The FX forward contracts provided us the ability to fix the USD to DKK exchange rate for most of the DKK 8.5 billion purchase price, thereby limiting our exposure to foreign currency rate fluctuations. Over the period from September 2014 to April 21, 2015 the USD strengthened against the DKK by approximately 21 percent to an exchange rate of USD $1.00 to DKK 6.96 . The strengthening of the USD against the DKK results in a lower USD purchase price for Cheminova. Partially offsetting this was a mark-to-market net loss settlement on the FX forward contracts of $172.1 million . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in the carrying amount of goodwill by business segment are presented in the table below: (in Millions) FMC Agricultural Solutions FMC Health and Nutrition FMC Lithium Total Balance, December 31, 2014 $ 31.0 $ 321.5 $ — $ 352.5 Acquisitions 398.4 — — 398.4 Foreign currency adjustments — (17.4 ) — (17.4 ) Balance, September 30, 2015 $ 429.4 $ 304.1 $ — $ 733.5 We perform our goodwill impairment tests at least annually. Our fiscal year 2015 annual goodwill impairment test was performed during the three months ended September 30, 2015. As a result we determined no goodwill impairment existed. There were no events or circumstances indicating that goodwill might be impaired as of September 30, 2015 . Our intangible assets, other than goodwill, consist of the following: September 30, 2015 December 31, 2014 (in Millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization (finite-lived) Customer relationships $ 416.5 $ (34.8 ) $ 381.7 $ 152.8 $ (22.5 ) $ 130.3 Patents 2.2 (0.3 ) 1.9 1.7 (0.1 ) 1.6 Brands (1) 15.0 (2.0 ) 13.0 1.2 (0.6 ) 0.6 Purchased and licensed technologies 71.7 (28.5 ) 43.2 74.3 (24.5 ) 49.8 Other intangibles 3.5 (2.2 ) 1.3 3.6 (2.4 ) 1.2 $ 508.9 $ (67.8 ) $ 441.1 $ 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 8.2 8.2 — — $ 406.6 $ 406.6 $ 63.4 $ 63.4 Total intangible assets $ 915.5 $ (67.8 ) $ 847.7 $ 297.0 $ (50.1 ) $ 246.9 (1) Represents trademarks, trade names and know-how. At September 30, 2015 , the finite-lived and indefinite life intangibles were allocated among our business segments as follows: (in Millions) Finite-lived Indefinite Life FMC Agricultural Solutions $ 366.9 $ 380.2 FMC Health and Nutrition 73.1 26.4 FMC Lithium 1.1 — Total $ 441.1 $ 406.6 Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Amortization expense $ 7.3 $ 2.7 $ 15.4 $ 8.4 The estimated pre-tax amortization expense for fiscal year 2015 is $24 million and is estimated to be $29 million for each fiscal year from 2016 to 2019. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (in Millions) September 30, 2015 December 31, 2014 Finished goods $ 495.5 $ 281.1 Work in process 198.1 248.8 Raw materials, supplies and other 379.9 242.1 First-in, first-out inventory $ 1,073.5 $ 772.0 Less: Excess of first-in, first-out cost over last-in, first-out cost (167.4 ) (164.4 ) Net inventories $ 906.1 $ 607.6 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: (in Millions) September 30, 2015 December 31, 2014 Property, plant and equipment $ 1,783.2 $ 1,618.7 Accumulated depreciation (700.4 ) (688.7 ) Property, plant and equipment, net $ 1,082.8 $ 930.0 |
Restructuring and Other Charges
Restructuring and Other Charges (Income) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges (Income) | Restructuring and Other Charges (Income) Our restructuring and other charges (income) are comprised of restructuring, asset disposals and other charges (income) as noted below: Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Restructuring charges and asset disposals $ 69.3 $ 1.3 $ 81.5 $ 7.9 Other charges (income), net (23.7 ) 34.3 (3.3 ) 37.0 Total restructuring and other charges $ 45.6 $ 35.6 $ 78.2 $ 44.9 Restructuring charges and asset disposals Detail on the 2015 restructuring charges and asset disposal activities is provided below. For detail on restructuring activities which commenced prior to 2015, see Note 7 to our consolidated financial statements included with our 2014 Form 10-K. 2015 Restructuring Activities Cheminova Restructuring On April 21, 2015 we completed the acquisition of Cheminova; see Note 3 for more details. As part of the integration of Cheminova into our existing FMC Agricultural Solutions segment we implemented a restructuring plan. The restructuring plan includes workforce reductions, relocation of current operating locations, lease termination fees and fixed asset accelerated depreciation as well as fixed asset disposal charges at several of our FMC Agricultural Solutions' facilities. Included within these actions was the decision to exit our generic crop protection business in Brazil, Consagro Agroquimica Ltda. (Consagro). Consagro Crop Protection Business On September 10, 2015, we entered into a definitive agreement to sell our generic crop protection business in Brazil, Consagro, to Atanor do Brasil Ltda., the Brazilian subsidiary of Albaugh, LLC. The sale of Consagro is part of our broad strategy to focus on our portfolio of valued-added products, especially with the addition of the Cheminova product line in Brazil. We expect the sale to occur in the fourth quarter of 2015. As a result, at September 30, 2015 we reclassified the Consagro business as an asset held for sale on the condensed consolidated balance sheet. In accordance with GAAP, assets held for sale are required to be reported at the lower of carrying value or fair value less costs to sell. During the three and nine month period ended September 30, 2015 we recorded an impairment charge of $40.1 million to adjust the carrying value of the net assets of Consagro to the estimated net proceeds on the sale of the business less anticipated costs to sell. Health and Nutrition Restructuring In 2014 our FMC Health and Nutrition segment implemented a plan to restructure a portion of its operations. The objective of the restructuring was to better align our business and costs to macroeconomic and market realities. The restructuring decision resulted in workforce reductions at several of our FMC Health and Nutrition facilities. In 2015 these restructuring activities continued with the sale of our pectin manufacturing business. Pectin Manufacturing Business As part of our Health and Nutrition Restructuring we changed our strategy for pectin shifting our focus from the manufacture of standard grade pectin to concentrate on higher-value, more specialized solutions for our customers. To accomplish our goals under this new strategy on September 11, 2015, we completed the sale of our pectin manufacturing business, located in Milazzo, Italy, to Cargill, Inc (Cargill). The sale resulted in approximately $7.0 million in proceeds and a loss on sale of $11.9 million for the three and nine months ended September 30, 2015. The proceeds from the sale are included within "Proceeds from sale of investment/business" on the Condensed Consolidated Statement of Cash Flows. The loss of $11.9 million was comprised of net assets sold of $18.9 million which primarily included property, plant and equipment and trade working capital (i.e., trade receivables and payables as well as inventory). In connection with the sale we entered into a customary transitional services agreement with Cargill to provide for the orderly separation of the business. These services will be provided by us to Cargill for up to three months after closing. We have also entered into an arm's-length supply agreement with Cargill, which provides us with more efficient and flexible sourcing on a broad range of both standard and specialty pectin grades. Restructuring Charges (in Millions) Severance and Employee Benefits (1) Other Charges (Income) (2) Asset Disposal Charges (3) Total Cheminova Restructuring $ 7.8 $ 2.5 $ 40.4 $ 50.7 Health and Nutrition Restructuring 4.3 0.4 11.9 16.6 Other Items 2.0 — — 2.0 Three months ended September 30, 2015 $ 14.1 $ 2.9 $ 52.3 $ 69.3 Other Items 0.5 0.8 — 1.3 Three months ended September 30, 2014 $ 0.5 $ 0.8 $ — $ 1.3 Cheminova Restructuring $ 12.2 $ 2.8 $ 40.5 $ 55.5 Health and Nutrition Restructuring 5.9 0.5 14.1 20.5 Other Items 5.6 (0.1 ) — 5.5 Nine months ended September 30, 2015 $ 23.7 $ 3.2 $ 54.6 $ 81.5 Health and Nutrition Restructuring $ 5.8 $ — $ — $ 5.8 Other Items 0.5 1.6 — 2.1 Nine months ended September 30, 2014 $ 6.3 $ 1.6 $ — $ 7.9 ____________________ (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. Roll forward of restructuring reserves The following table shows a roll forward of restructuring reserves, continuing and discontinued, that will result in cash spending. These amounts exclude asset retirement obligations. (in Millions) Balance at 12/31/14 (4) Change in reserves (2) Cash payments Other (3) Balance at 9/30/15 (4) Cheminova Restructuring $ — $ 15.0 $ (9.7 ) $ — $ 5.3 Health and Nutrition Restructuring 4.6 6.4 (8.2 ) 0.1 2.9 Other Workforce Related and Facility Shutdowns (1) 3.0 5.5 (4.5 ) 0.5 4.5 Restructuring activities related to discontinued operations (5) 2.7 (2.2 ) (0.1 ) — 0.4 Total $ 10.3 $ 24.7 $ (22.5 ) $ 0.6 $ 13.1 ____________________ (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 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 "Other discontinued reserves" on the condensed consolidated statements of cash flows. Other charges (income), net Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Environmental charges, net $ 2.9 $ 17.3 $ 8.3 $ 20.0 Other items, net (26.6 ) 17.0 (11.6 ) 17.0 Other charges (income), net $ (23.7 ) $ 34.3 $ (3.3 ) $ 37.0 Environmental charges, net Environmental charges represent the net charges associated with environmental remediation at continuing operating sites. See Note 10 for additional details. Other items, Net In the three months ended September 30, 2015 we sold our remaining ownership interest in a Belgian-based pesticide distribution company, Belchim Crop Protection N.V. ("Belchim"). Prior to and subsequent to the sale, Belchim was accounted for as a cost method investment. The gain on the sale of approximately $26.6 million was recorded as "Other income, net". The cash proceeds from the sale of $27.5 million are included within "Proceeds from sale of investment/business" on the Condensed Consolidated Statement of Cash Flows. Our FMC Agricultural Solutions segment enters into collaboration and license agreements with various third-party companies for the purpose of obtaining certain technology and intellectual property rights relating to new compounds still under development. In most transactions, the rights and technology obtained is referred to as in-process research and development and in accordance with GAAP. The amounts paid are expensed as incurred since they were acquired outside of a business combination. During the nine months ended September 30, 2015 , we entered into one such transaction, consisting of the acquisition of all global rights to a pre-development novel, proprietary broadleaf herbicide. During the three and nine months ended September 30, 2014 , we entered into another similar transaction, consisting of an exclusive license, development and supply agreement for a novel crop protection product for agricultural use in the United States. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt maturing within one year: (in Millions) September 30, 2015 December 31, 2014 Short-term foreign debt (1) $ 89.8 $ 36.6 Commercial paper (2) 30.0 486.6 Total short-term debt $ 119.8 $ 523.2 Current portion of long-term debt 1.4 2.0 Short-term debt and current portion of long-term debt $ 121.2 $ 525.2 ____________________ (1) At September 30, 2015 , the average interest rate on the borrowings was 10.7% . We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. (2) At September 30, 2015 , the average interest rate on the borrowings was 0.52% . Long-term debt: (in Millions) September 30, 2015 Interest Rate Percentage Maturity Date September 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 $1.7 and $1.9, respectively) 3.95-5.2% 2019-2024 998.3 998.1 Term Loan Facility 1.4% 2020 900.0 — Credit Facility (1) 2.6% 2019 — — Foreign debt 3.3% 2015-2024 10.1 15.8 Total long-term debt $ 2,049.9 $ 1,155.4 Less: debt maturing within one year 1.4 2.0 Total long-term debt, less current portion $ 2,048.5 $ 1,153.4 ____________________ (1) Letters of credit outstanding under our Credit Facility totaled $50.6 million and available funds under this facility were $1,419.4 million at September 30, 2015 , which reflects borrowings under our commercial paper program. Covenants Among other restrictions, our Credit Facility and Term Loan Facility contain financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). Our actual leverage for the four consecutive quarters ended September 30, 2015 , was 3.8 which is below the maximum leverage of 4.5 at September 30, 2015 . Our actual interest coverage for the four consecutive quarters ended September 30, 2015 , was 8.2 which is above the minimum interest coverage of 3.5 . We were in compliance with all covenants at September 30, 2015 . Term Loan Facility On April 21, 2015, we borrowed $1.65 billion under our previously announced senior unsecured Term Loan Facility. The proceeds of the borrowing were used to finance the acquisition of Cheminova as well as to pay costs, fees and expenses incurred in connection with the acquisition and the term loan facility. At September 30, 2015 , $900.0 million remained outstanding under the Term Loan facility, as a portion of the net proceeds from the sale of our FMC Alkali division (see Note 9) was used to pay down the initial borrowings. The scheduled maturity of the Term Loan Facility is on April 21, 2020. The borrowings under the Term Loan Agreement will bear interest at a floating rate, which will be a base rate or a Eurocurrency rate equal to the London interbank offered rate for the relevant interest period, plus in each case an applicable margin, as determined in accordance with the provisions of the Term Loan Agreement. The base rate will be the highest of: the rate of interest announced publicly by Citibank, N.A. in New York, New York from time to time as its “base rate”; the federal funds effective rate plus 1/2 of one percent ; and the Eurocurrency rate for a one-month period plus one percent . The Term Loan Agreement contains a cross-default provision whereby a default under our other indebtedness in excess of $50.0 million , after grace periods and absent a waiver from the lenders, would be an event of default under the Term Loan Agreement and could result in a demand for payment of all amounts outstanding under this facility. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations FMC Alkali: On April 1, 2015, we completed the previously disclosed sale of our FMC Alkali Chemicals division ("ACD") for $1,649.8 million to a wholly owned subsidiary of Tronox Limited ("Tronox"). The sale resulted in approximately $1,198.5 million in after-tax cash proceeds. The sale resulted in a pre-tax gain of $1,080.2 million ( $702.1 million net of tax) for the three months ended September 30, 2015. In connection with the sale we entered into a customary transitional services agreement with Tronox to provide for the orderly separation of the business and transition of various functions and processes. These services will be provided by us to Tronox for up to 12 months after closing. These services include information technology services, human resource and facility services among other services, while Tronox assumes the operations of ACD. The results of our discontinued FMC ACD operations are summarized below: (in Millions) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Revenue $ — $ 196.8 $ 194.0 $ 574.6 Costs of sales and services — 156.5 149.2 457.4 Income (loss) from discontinued operations before income taxes (1) 7.7 30.7 1,096.4 91.9 Provision for income taxes 6.0 3.8 378.4 13.6 Total discontinued operations of FMC ACD, net of income taxes $ 1.7 $ 26.9 $ 718.0 $ 78.3 Less: discontinued operations of FMC ACD attributable to noncontrolling interests $ — $ 1.7 $ — $ 5.2 Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders $ 1.7 $ 25.2 $ 718.0 $ 73.1 ____________________ (1) For the three months ended September 30, 2015 and 2014, respectively, amounts include approximately zero and $1.9 million attributable to noncontrolling interests, zero and $2.1 million of allocated interest expense, zero and $1.0 million of divestiture related charges. For the nine months ended September 30, 2015 and 2014, respectively, amounts include approximately zero and $6.1 million attributable to noncontrolling interests, $2.2 million and $6.1 million of allocated interest expense, $15.0 million and $1.0 million 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. The following table presents the major classes of assets and liabilities of FMC Alkali Chemicals: (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 ____________________ (1) Presented as "Noncurrent assets\liabilities of discontinued operations held for sale" on the condensed consolidated balance sheet as of December 31, 2014. In addition to our discontinued FMC Alkali Chemicals division our other discontinued operations include adjustments to retained liabilities. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities. Our discontinued operations comprised the following: (in Millions) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of ($0.8) and ($1.1) for the three and nine months ended 2015 and ($0.1) and $0.8 for the three and nine months ended 2014, respectively $ (1.5 ) $ (2.6 ) $ (1.6 ) $ (5.4 ) Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.7 and $6.3 for the three and nine months ended 2015 and $3.2 and $10.3 for the three and nine months ended 2014, respectively (1) (2.9 ) (14.3 ) (10.9 ) (26.6 ) Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.5 and $3.9 for the three and nine months ended 2015 and $2.1 and $6.6 for the three and nine months ended 2014, respectively (2.3 ) (3.6 ) (6.7 ) (11.2 ) Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of ($6.0) and ($378.4) for the three and nine months ended 2015 and ($3.8) and ($13.6) for the three and nine months ended 2014, respectively 1.7 26.9 718.0 78.3 Discontinued operations of FMC Peroxygens, net of income tax benefit (expense) of zero for the three and nine months ended 2015 and zero and ($29.3) for the three and nine months ended 2014, respectively (2) — — — (40.0 ) Discontinued operations, net of income taxes $ (5.0 ) $ 6.4 $ 698.8 $ (4.9 ) ____________________ (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. |
Environmental Obligations
Environmental Obligations | 9 Months Ended |
Sep. 30, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Environmental Obligations | Environmental Obligations We have reserves for potential environmental obligations, which management considers probable and which management can reasonably estimate. The table below is a roll forward of our total environmental reserves, continuing and discontinued: (in Millions) Gross Recoveries (3) Net Total environmental reserves at December 31, 2014 $ 296.2 $ (11.9 ) $ 284.3 Provision/(benefit) 25.5 — 25.5 (Spending)/recoveries (37.5 ) 4.2 (33.3 ) Total environmental reserves at September 30, 2015 $ 284.2 $ (7.7 ) $ 276.5 Environmental reserves, current (1) 117.1 (3.7 ) 113.4 Environmental reserves, long-term (2) 167.1 (4.0 ) 163.1 Total environmental reserves at September 30, 2015 $ 284.2 $ (7.7 ) $ 276.5 ____________________ (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. The estimated reasonably possible environmental loss contingencies, net of expected recoveries, exceed amounts accrued by approximately $210 million at September 30, 2015 . This reasonably possible estimate is based upon information available as of the date of the filing but the actual future losses may be higher given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of potentially responsible parties, technology and information related to individual sites. Potential environmental obligations that have not been reserved may be material to any one quarter's or year's results of operations in the future. However, we believe any such liability arising from such potential environmental obligations is not likely to have a material adverse effect on our liquidity or financial condition as it may be satisfied over many years. The table below provides a roll forward of our environmental recoveries representing probable realization of claims against insurance carriers and other third parties. These recoveries are recorded as "Other assets" in the condensed consolidated balance sheets. (in Millions) 12/31/2014 Increase in Recoveries Cash Received 9/30/2015 Environmental recoveries $ 29.9 — (4.0 ) $ 25.9 Our net environmental provisions relate to costs for the continued cleanup of both continuing and discontinued manufacturing operations from previous years. The net provisions are comprised as follows: Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Environmental provisions, net - recorded to liabilities (1) $ 7.5 $ 34.8 $ 25.5 $ 62.1 Environmental provisions, net - recorded to assets (2) — — — (5.2 ) Environmental provision, net $ 7.5 $ 34.8 $ 25.5 $ 56.9 Continuing operations (3) 2.9 17.3 8.3 20.0 Discontinued operations (4) 4.6 17.5 17.2 36.9 Environmental provision, net $ 7.5 $ 34.8 $ 25.5 $ 56.9 ____________________ (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 7. 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 9. A more complete description of our environmental contingencies and the nature of our potential obligations are included in Notes 1 and 10 to our consolidated financial statements in our 2014 Form 10-K. See Note 10 to our consolidated financial statements in our 2014 Form 10-K for a description of significant updates to material environmental sites. The following represents significant updates that occurred in 2015 related to these contingencies. Middleport We continue to litigate with the New York State Department of Environmental Conservation and United States Environmental Protection Agency over the terms of the 1991 Administrative Order on Consent among the parties that govern our remedial obligations in and around Middleport, New York. On August 20, 2015, the Supreme Court of New York dismissed our state action on procedural grounds. We have appealed that dismissal to the New York Supreme Court Appellate Division, Third Department. Our existing federal action before the United States District Court for the Western District of New York is still pending. Our reserve continues to include the estimated liability for clean-up to reflect the costs associated with our recommended Corrective Action Management Alternative. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis. Our potentially dilutive securities include potential common shares related to our stock options, restricted stock and restricted stock units. Diluted earnings per share (“Diluted EPS”) considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our common stock for the period. There were 1.383 million potential common shares, excluded from Diluted EPS for the three months ended September 30, 2015 . For the nine months ended September 30, 2015 , we had a net loss from continuing operations attributable to FMC stockholders, as such all 1.692 million potential common shares were excluded from Diluted EPS. For the three and nine months ended September 30, 2014 , respectively there were 0.267 million and 0.371 million potential common shares excluded from Diluted EPS. Our non-vested restricted stock awards contain rights to receive non-forfeitable dividends, and thus, are participating securities requiring the two-class method of computing EPS. The two-class method determines EPS by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average number of shares outstanding during the period. Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: (in Millions, Except Share and Per Share Data) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Earnings (loss) attributable to FMC stockholders: Continuing operations, net of income taxes $ 2.6 $ 51.6 $ (5.7 ) $ 241.1 Discontinued operations, net of income taxes (5.0 ) 4.7 698.8 (10.1 ) Net income (loss) attributable to FMC stockholders $ (2.4 ) $ 56.3 $ 693.1 $ 231.0 Less: Distributed and undistributed earnings allocable to restricted award holders — (0.2 ) — (0.6 ) Net income (loss) allocable to common stockholders $ (2.4 ) $ 56.1 $ 693.1 $ 230.4 Basic earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.02 $ 0.39 $ (0.04 ) $ 1.81 Discontinued operations (0.04 ) 0.03 5.22 (0.08 ) Net income (loss) attributable to FMC stockholders $ (0.02 ) $ 0.42 $ 5.18 $ 1.73 Diluted earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.02 $ 0.39 $ (0.04 ) $ 1.80 Discontinued operations (0.04 ) 0.03 5.22 (0.08 ) Net income (loss) attributable to FMC stockholders $ (0.02 ) $ 0.42 $ 5.18 $ 1.72 Shares (in thousands): Weighted average number of shares of common stock outstanding - Basic 133,764 133,409 133,679 133,288 Weighted average additional shares assuming conversion of potential common shares 611 936 — 997 Shares – diluted basis 134,375 134,345 133,679 134,285 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Equity | Equity The table provides a roll forward of equity, equity attributable to FMC stockholders, and equity attributable to noncontrolling interests. (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) 693.1 8.1 701.2 Stock compensation plans 17.3 — 17.3 Excess tax benefits from share-based compensation 1.6 — 1.6 Shares for benefit plan trust (2.4 ) — (2.4 ) Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax (1) 22.0 — 22.0 Net hedging gains/(losses) and other, net of income tax (1) 1.4 — 1.4 Foreign currency translation adjustments (1) (80.3 ) (0.7 ) (81.0 ) Dividends ($0.495 per share) (66.3 ) — (66.3 ) Repurchases of common stock (3.2 ) — (3.2 ) Balance at September 30, 2015 $ 2,113.7 $ 40.9 $ 2,154.6 ____________________ (1) See condensed consolidated statements of comprehensive income (loss). Accumulated other comprehensive income (loss) Summarized below is the roll forward of accumulated other comprehensive income (loss), net of tax. (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) (80.3 ) 3.7 (7.4 ) $ (84.0 ) Amounts reclassified from accumulated other comprehensive income (loss) — (2.3 ) 29.4 $ 27.1 Accumulated other comprehensive income (loss), net of tax at September 30, 2015 $ (130.7 ) $ (2.5 ) $ (299.5 ) $ (432.7 ) (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) (36.9 ) 5.3 0.2 $ (31.4 ) Amounts reclassified from accumulated other comprehensive income (loss) 49.6 1.9 17.9 $ 69.4 Accumulated other comprehensive income (loss), net of tax at September 30, 2014 $ (12.6 ) $ 1.1 $ (152.4 ) $ (163.9 ) ____________________ (1) See Note 15 for more information. (2) See Note 13 for more information. (3) Excludes foreign currency translation adjustments attributable to noncontrolling interests. Reclassifications of accumulated other comprehensive income (loss) The table below provides details about the reclassifications from Accumulated Other Comprehensive Income and the affected line items in the condensed consolidated statements of income (loss) for each of the periods presented. 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 September 30 Nine Months Ended September 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 11.1 (0.2 ) 29.0 (3.5 ) Costs of sales and services Energy contracts (1.3 ) (0.2 ) (3.8 ) 1.3 Costs of sales and services Foreign currency contracts (9.0 ) 0.9 (20.9 ) (0.5 ) Selling, general and administrative expenses Total before tax 0.8 0.5 4.3 (2.7 ) (0.4 ) (0.2 ) (2.0 ) 0.8 Provision for income taxes Amount included in net income $ 0.4 $ 0.3 $ 2.3 $ (1.9 ) Pension and other postretirement benefits (2) : Amortization of prior service costs (0.1 ) (0.4 ) (0.7 ) (1.3 ) Selling, general and administrative expenses Amortization of unrecognized net actuarial and other gains (losses) (12.3 ) (7.3 ) (40.0 ) (22.4 ) Selling, general and administrative expenses Recognized loss due to settlement and curtailment — (0.5 ) (5.3 ) (4.1 ) Selling, general and administrative expenses (4) Total before tax (12.4 ) (8.2 ) (46.0 ) (27.8 ) 4.4 3.0 16.6 9.9 Provision for income taxes Amount included in net income (8.0 ) (5.2 ) (29.4 ) (17.9 ) Total reclassifications for the period $ (7.6 ) $ (4.9 ) $ (27.1 ) $ (69.4 ) 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 nine months ended September 30, 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). Dividends and Share Repurchases For the nine months ended September 30, 2015 and 2014 , we paid $64.3 million and $58.1 million , respectively, in dividends declared. On October 15, 2015 , we paid dividends totaling $22.1 million to our shareholders of record as of September 30, 2015 . This amount is included in “Accrued and other liabilities” on the condensed consolidated balance sheet as of September 30, 2015 . During the nine months ended September 30, 2015 , no shares were repurchased under the publicly announced repurchase program. At September 30, 2015 , $250.0 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. We also reacquire shares from time to time from employees in connection with the vesting, exercise and forfeiture of awards under our equity compensation plans. |
Pensions and Other Postretireme
Pensions and Other Postretirement Benefits | 9 Months Ended |
Sep. 30, 2015 | |
Pensions and Other Postretirement Benefits [Abstract] | |
Pensions and Other Postretirement Benefits | Pensions and Other Postretirement Benefits The following table summarizes the components of net annual benefit cost (income): (in Millions) Three Months Ended September 30 Nine Months Ended September 30 Pensions Other Benefits Pensions Other Benefits 2015 2014 2015 2014 2015 2014 2015 2014 Components of net annual benefit cost (income): Service cost $ 2.2 $ 3.2 $ 0.1 $ 0.1 $ 9.8 $ 13.0 $ 0.1 $ 0.1 Interest cost 15.2 15.7 0.2 0.2 45.9 46.7 0.7 0.8 Expected return on plan assets (22.3 ) (21.6 ) — — (66.8 ) (64.8 ) — — Amortization of prior service cost (credit) 0.1 0.4 — — 0.6 1.3 0.1 — Recognized net actuarial and other (gain) loss 12.8 7.1 (0.4 ) (0.4 ) 41.0 22.8 (0.9 ) (1.2 ) Recognized loss due to curtailment (1) — — — — 4.8 — 0.5 — Recognized loss due to settlement (2) — 0.5 — — — 4.1 — — Net periodic benefit cost (3) $ 8.0 $ 5.3 $ (0.1 ) $ (0.1 ) $ 35.3 $ 23.1 $ 0.5 $ (0.3 ) ____________________ (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 represents both continuing and discontinued operations. We made voluntary cash contributions to our U.S. defined benefit pension plan of $65.0 million and $50.0 million in the nine months ended September 30, 2015 and September 30, 2014 . We do not expect to make any further contributions to our U.S. defined benefit pension plan during 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology (“EAETR”) in accordance with GAAP. The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pretax ordinary income in each tax jurisdiction in which we operate. As our projections of ordinary income change throughout the year, the EAETR will change period-to-period. The tax effects of discrete items are recognized in the tax provision in the period they occur in accordance with GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. As a global enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As such, there can be significant volatility in interim tax provisions. The below chart provides reconciliation between our reported effective tax rates and the EAETR. Three Months Ended September 30 2015 2014 (in Millions) Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Continuing operations $ (19.7 ) $ (25.1 ) 127.4 % $ 57.3 $ 3.6 6.3 % Discrete items: Acquisition-related charges (1) — — 36.5 11.4 Currency remeasurement (2) 2.2 (2.1 ) 5.2 2.9 Other discrete items (3) 48.7 5.0 27.0 11.2 Tax only discrete items (4) — 19.0 — 5.1 Total discrete items $ 50.9 $ 21.9 $ 68.7 $ 30.6 Continuing operations, before discrete items $ 31.2 $ (3.2 ) $ 126.0 $ 34.2 Quarterly effect of changes in the EAETR (5) (10.3 )% 27.1 % Nine Months Ended September 30 2015 2014 (in Millions) Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Continuing operations $ (54.0 ) $ (56.4 ) 104.4 % $ 323.3 $ 74.6 23.1 % Discrete items: Acquisition-related charges (1) 211.7 77.8 36.5 11.4 Currency remeasurement (2) 26.2 1.8 17.6 3.6 Other discrete items (3) 84.1 14.2 54.3 19.0 Tax only discrete items (4) — 19.9 — 6.2 Total discrete items $ 322.0 $ 113.7 $ 108.4 $ 40.2 Continuing operations, before discrete items $ 268.0 $ 57.3 $ 431.7 $ 114.8 EAETR (5) 21.4 % 26.6 % ___________________ (1) Due to the nature of acquisition-related charges incurred in the third quarter of 2015, 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 nine months ended September 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 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 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) Primarily represents restructuring activities. (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) See below "Explanation of changes in EAETR" for more information regarding the changes in the EAETR. Explanation of changes in EAETR Three months ended September 30, 2015 and 2014 The loss from continuing operations, primarily driven by changes in market conditions experienced by our FMC Agricultural Solutions segment in Brazil, significantly impacted the EAETR for the three months ended September 30, 2015. Further, projected fourth quarter losses in Brazil, coupled with a high statutory tax rate of 34 percent , are the primary drivers in the reduction of the EAETR as compared to the prior year quarter. Nine months ended September 30, 2015 and 2014 The reduction in the EAETR for the nine months ended September 30, 2015 as compared to September 30, 2014 is primarily driven by changes in market conditions experienced by our FMC Agricultural Solutions segment in Brazil. As our Brazilian earnings are taxed at the statutory rate of 34 percent , which is among the highest of the jurisdictions in which we operate, the projected loss from operations creates a material tax benefit and results in an overall reduction to our EAETR year-over-year. |
Financial Instruments, Risk Man
Financial Instruments, Risk Management and Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Financial Instruments Risk Management And Fair Value Measurements [Abstract] | |
Financial Instruments, Risk Management and Fair Value Measurements | Financial Instruments, Risk Management and Fair Value Measurements Our financial instruments include cash and cash equivalents, trade receivables, other current assets, certain receivables classified as other long-term assets, accounts payable, and amounts included in investments and accruals meeting the definition of financial instruments. The carrying value of these financial instruments approximates their fair value. Our other financial instruments include the following: 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. The estimated fair value of the financial instruments in the above table have been determined using standard pricing models which take into account the present value of expected future cash flows discounted to the balance sheet date. These standard pricing models utilize inputs derived from or corroborated by observable market data such as interest rate yield curves and currency and commodity spot and forward rates. In addition, we test a subset of our valuations against valuations received from the transaction's counterparty to validate the accuracy of our standard pricing models. Accordingly, the estimates presented may not be indicative of the amounts that we would realize in a market exchange at settlement date and do not represent potential gains or losses on these agreements. The estimated fair values of foreign exchange forward contracts and commodity forward and option contracts are included in the tables within this Note. The estimated fair value of debt is $2,233.2 million and $1,773.2 million and the carrying amount is $2,169.7 million and $1,678.6 million as of September 30, 2015 and December 31, 2014 , respectively. We enter into various financial instruments with off-balance-sheet risk as part of the normal course of business. These off-balance-sheet instruments include financial guarantees and contractual commitments to extend financial guarantees under letters of credit, and other assistance to customers see Note 16 for more information. Decisions to extend financial guarantees to customers, and the amount of collateral required under these guarantees is based on our evaluation of creditworthiness on a case-by-case basis. Use of Derivative Financial Instruments to Manage Risk We mitigate certain financial exposures, including currency risk, commodity purchase exposures and interest rate risk, through a program of risk management that includes the use of derivative financial instruments. We enter into foreign exchange contracts, including forward and purchased options contracts, to reduce the effects of fluctuating foreign currency exchange rates. A detailed description of these risks including a discussion on the concentration of credit risk is provided in Note 17 to our consolidated financial statements on our 2014 Form 10-K. We formally document all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes relating derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. We also assess both, at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If we determine that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting with respect to that derivative prospectively. Accounting for Derivative Instruments and Hedging Activities Cash Flow Hedges We recognize all derivatives on the balance sheet at fair value. On the date the derivative instrument is entered into, we generally designate the derivative as a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge). We record in AOCI changes in the fair value of derivatives that are designated as and meet all the required criteria for a cash flow hedge. We then reclassify these amounts into earnings as the underlying hedged item affects earnings. In contrast, we immediately record in earnings changes in the fair value of derivatives that are not designated as cash flow hedges. As of September 30, 2015 , we had open foreign currency forward contracts in AOCI in a net after tax loss position of $2.7 million designated as cash flow hedges of underlying forecasted sales and purchases. Current open contracts hedge forecasted transactions until December 31, 2016. At September 30, 2015 , we had open forward contracts designated as cash flow hedges with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $539 million . As of September 30, 2015 , we had current open commodity contracts in AOCI in a net after tax loss position of $1.0 million designated as cash flow hedges of underlying forecasted purchases, primarily related to natural gas. Current open commodity contracts hedge forecasted transactions until December 31, 2016. At September 30, 2015 , we had an equivalent of 1.7 million mmBTUs (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity forward contracts to hedge forecasted purchases. Of the $3.7 million of net losses after-tax, representing both open foreign currency exchange contracts and commodity contracts, approximately $1.9 million of these losses would be realized in earnings during the twelve months ending September 30, 2016 and $1.8 million of net losses would be realized subsequent to September 30, 2016, if spot rates in the future are consistent with forward rates as of September 30, 2015 . The actual effect on earnings will be dependent on the actual spot rates when the forecasted transactions occur. Derivatives Not Designated As Hedging Instruments We hold certain forward contracts that have not been designated as cash flow hedging instruments for accounting purposes. Contracts used to hedge the exposure to foreign currency fluctuations associated with certain monetary assets and liabilities are not designated as cash flow hedging instruments, and changes in the fair value of these items are recorded in earnings. We occasionally hold call options that are effective as economic hedges of a portion of our natural gas exposure and the change in fair value of this instrument is also recorded in earnings. We periodically hold soybean barter contracts which qualify as derivatives and we have entered into offsetting commodity contracts to hedge our exposure. Both the change in fair value of the soybean barter contracts and the offsetting commodity contracts are recorded in earnings. We had open forward contracts not designated as cash flow hedging instruments for accounting purposes with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $1,763 million at September 30, 2015 . Fair Value of Derivative Instruments The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments. September 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 $ 22.1 $ 23.5 $ 45.6 $ (23.2 ) $ 22.4 Total derivative assets (1) 22.1 23.5 45.6 (23.2 ) 22.4 Foreign exchange contracts (25.9 ) (2.6 ) (28.5 ) 23.2 (5.3 ) Energy contracts (1.6 ) — (1.6 ) — (1.6 ) Total derivative liabilities (2) (27.5 ) (2.6 ) (30.1 ) 23.2 (6.9 ) Net derivative assets/(liabilities) $ (5.4 ) $ 20.9 $ 15.5 $ — $ 15.5 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. The tables below summarize the gains or losses related to our cash flow hedges and derivatives not designated as hedging instruments. Derivatives in Cash Flow Hedging Relationships Three Months Ended September 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 $ (1.0 ) $ 1.0 $ (0.5 ) $ (0.2 ) $ — $ — $ (1.5 ) $ 0.8 Reclassification of deferred hedging (gains) losses, net of tax (1) Effective portion (1) (1.2 ) (0.4 ) 0.8 0.1 — — (0.4 ) (0.3 ) Total derivative instrument impact on comprehensive income, net of tax $ (2.2 ) $ 0.6 $ 0.3 $ (0.1 ) $ — $ — $ (1.9 ) $ 0.5 Nine Months Ended September 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 $ 2.6 $ 4.1 $ 1.2 $ 1.2 $ (0.1 ) $ — $ 3.7 $ 5.3 Reclassification of deferred hedging (gains) losses, net of tax (1) Effective portion (1) (4.5 ) 2.8 2.4 (0.9 ) — — (2.1 ) 1.9 Ineffective portion (1) (0.2 ) — — — — — (0.2 ) — Total derivative instrument impact on comprehensive income, net of tax $ (2.1 ) $ 6.9 $ 3.6 $ 0.3 $ (0.1 ) $ — $ 1.4 $ 7.2 ___________________ (1) See Note 12 for classification of amounts within the condensed consolidated statements of income (loss). Derivatives Not Designated as Hedging Instruments 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 September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Foreign exchange contracts Cost of sales and services $ (7.0 ) $ (7.6 ) $ (14.8 ) $ (6.3 ) Selling, general & administrative (2) — (21.2 ) (172.1 ) (21.2 ) Total $ (7.0 ) $ (28.8 ) $ (186.9 ) $ (27.5 ) ___________________ (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. Fair-Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principle or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable and able and willing to transact for the asset or liability. Fair-Value Hierarchy We have categorized our assets and liabilities that are recorded at fair value, based on the priority of the inputs to the valuation technique, into a three-level fair-value hierarchy. The fair-value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets and liabilities fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair-value measurement of the instrument. Recurring Fair Value Measurements The following tables present our fair-value hierarchy for those assets and liabilities measured at fair-value on a recurring basis in the condensed consolidated balance sheets. During the periods presented there were no transfers between fair-value hierarchy levels. (in Millions) September 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) $ 22.4 $ — $ 22.4 $ — Other (2) 27.1 27.1 — — Total assets $ 49.5 $ 27.1 $ 22.4 $ — Liabilities Derivatives – Commodities: Energy contracts (1) $ 1.6 $ — $ 1.6 $ — Derivatives – Foreign exchange (1) 5.3 — 5.3 — Other (3) 30.6 30.4 0.2 — Total liabilities $ 37.5 $ 30.4 $ 7.1 $ — ____________________ (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 – 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. Nonrecurring Fair Value Measurements The following tables present our fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis in the condensed consolidated balance sheets during the nine months ended September 30, 2015 and the year ended December 31, 2014 . (in Millions) September 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) (Nine Months Ended September 30, 2015) Assets Consagro net assets held for sale (1) $ 59.1 $ — $ — $ 59.1 $ (40.1 ) Total assets $ 59.1 $ — $ — $ 59.1 $ (40.1 ) ____________________ (1) Represents our Consagro business which was classified as held for sale as of September 30, 2015, net of the impairment charge of $40.1 million . The impairment charge was calculated based on the signed definitive agreement. 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. |
Guarantees, Commitments, and Co
Guarantees, Commitments, and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments Guarantees and Contingent Liabilities [Abstract] | |
Guarantees, Commitments, and Contingencies | Guarantees, Commitments, and Contingencies We continue to monitor the conditions that are subject to guarantees and indemnifications to identify whether a liability must be recognized in our financial statements. Guarantees and Other Commitments The following table provides the estimated undiscounted amount of potential future payments for each major group of guarantees at September 30, 2015 . These guarantees arise during the ordinary course of business from relationships with customers and nonconsolidated affiliates. Non-performance by the guaranteed party triggers the obligation requiring us to make payments to the beneficiary of the guarantee. Based on our experience these types of guarantees have not had a material effect on our consolidated financial position or on our liquidity. Our expectation is that future payment or performance related to the non-performance of others is considered unlikely. (in Millions) Guarantees: Guarantees of vendor financing (1) $ 65.7 Other debt guarantees (2) 26.4 Total $ 92.1 ____________________ (1) Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.” (2) These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair-value (i.e. representing 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. Excluded from the chart above, in connection with our property and asset sales and divestitures, we have agreed to indemnify the buyer for certain liabilities, including environmental contamination and taxes that occurred prior to the date of sale or provided guarantees to third parties relating to certain contracts assumed by the buyer. Our indemnification or guarantee obligations with respect to these liabilities may be indefinite as to duration and may or may not be subject to a deductible, minimum claim amount or cap. As such, it is not possible for us to predict the likelihood that a claim will be made or to make a reasonable estimate of the maximum potential loss or range of loss. If triggered, we may be able to recover some of the indemnity payments from third parties. We have not recorded any specific liabilities for these guarantees. Contingencies A detailed discussion related to our outstanding contingencies can be found in Note 18 to our consolidated financial statements included within our 2014 Form 10-K. Below are changes to existing contingencies that have occurred during 2015. Competition / antitrust litigation related to the discontinued FMC Peroxygens segment. We are subject to actions brought by private plaintiffs relating to alleged violations of European and Canadian competition and antitrust laws, as further described below. European competition action . Multiple European purchasers of hydrogen peroxide who claim to have been harmed as a result of alleged violations of European competition law by hydrogen peroxide producers assigned their legal claims to a single entity formed by a law firm. The single entity then filed a lawsuit in Germany in March 2009 against European producers, including our wholly-owned Spanish subsidiary, Foret. Initial defense briefs were filed in April 2010, and an initial hearing was held during the first quarter of 2011, at which time case management issues were discussed. At a subsequent hearing in October 2011, the Court indicated that it was considering seeking guidance from the European Court of Justice (“ECJ”) as to whether the German courts have jurisdiction over these claims. After submission of written comments on this issue by the parties, on March 1, 2012, the judge announced that she would refer the jurisdictional issues to the ECJ, which she did on April 29, 2013. On May 21, 2015, the ECJ issued its decision, upholding the jurisdiction of the German court. The case is now back before the German judge; we filed a motion to dismiss the proceedings in September 2015. We do not anticipate a response by the court until late 2015. Since the case is in the preliminary stages and is based on a novel procedure - namely the attempt to create a cross-border “class action” which is not a recognized proceeding under EU or German law - we are unable to develop a reasonable estimate of our potential exposure of loss at this time. We intend to vigorously defend this matter. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information (in Millions) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Revenue FMC Agricultural Solutions $ 577.6 $ 548.8 $ 1,595.6 $ 1,546.9 FMC Health and Nutrition 195.9 203.1 613.5 636.4 FMC Lithium 57.2 67.2 168.1 187.6 Total $ 830.7 $ 819.1 $ 2,377.2 $ 2,370.9 Income from continuing operations before income taxes FMC Agricultural Solutions $ 59.4 $ 116.7 $ 262.6 $ 367.5 FMC Health and Nutrition 47.0 43.7 148.5 143.7 FMC Lithium 1.8 5.3 11.9 19.4 Segment operating profit $ 108.2 $ 165.7 $ 423.0 $ 530.6 Corporate and other (13.6 ) (15.2 ) (46.0 ) (52.1 ) Operating profit before the items listed below $ 94.6 $ 150.5 $ 377.0 $ 478.5 Interest expense, net (20.2 ) (12.8 ) (58.9 ) (37.6 ) Restructuring and other (charges) income (1) (45.6 ) (35.6 ) (78.2 ) (44.9 ) Non-operating pension and postretirement (charges) income (2) (5.5 ) (1.5 ) (19.9 ) (8.4 ) Business separation costs (3) — (6.8 ) — (23.6 ) Acquisition-related charges (4) (43.0 ) (36.5 ) (274.0 ) (40.7 ) (Provision) benefit for income taxes 25.1 (3.6 ) 56.4 (74.6 ) Discontinued operations, net of income taxes (5.0 ) 6.4 698.8 (4.9 ) Net income attributable to noncontrolling interests (2.8 ) (3.8 ) (8.1 ) (12.8 ) Net income (loss) attributable to FMC stockholders $ (2.4 ) $ 56.3 $ 693.1 $ 231.0 ____________________ (1) See Note 7 for details of restructuring and other charges (income). Below provides the detail the charges (income) by segment: Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 FMC Agricultural Solutions $ (24.1 ) $ (17.0 ) $ (47.2 ) $ (17.0 ) FMC Health and Nutrition (16.6 ) — (20.6 ) (5.9 ) FMC Lithium — (0.1 ) (0.5 ) — Corporate (4.9 ) (18.5 ) (9.9 ) (22.0 ) Restructuring and other (charges) income $ (45.6 ) $ (35.6 ) $ (78.2 ) $ (44.9 ) (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) 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 nine months ended September 30, 2014 represent charges associated with the planned separation activities through September 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 September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Acquisition-related charges - Cheminova Legal and professional fees (1) $ 14.2 $ 15.3 $ 53.8 $ 15.3 Inventory fair value amortization (2) 28.8 — 48.1 — (Gain)/loss on hedging purchase price (1) — 21.2 172.1 21.2 Acquisition-related charges - Epax Inventory fair value amortization (2) — — — 4.2 Acquisition-related charges $ 43.0 $ 36.5 $ 274.0 $ 40.7 ____________________ (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. (2) On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” |
Recently Issued and Adopted A26
Recently Issued and Adopted Accounting Pronouncements and Regulatory Items (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New accounting guidance and regulatory items In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . This new standard changes the criteria by which to measure inventory. Prior to the issuance of this new standard, inventory was measured at the lower of cost or market value. This required three separate data points in order to measure inventory. The three data points were cost, market with a ceiling of net realizable value and market with a floor of net realizable value less a normal profit margin. This amendment eliminates the two data points defining "market" and replaces them with one, net realizable value. This amendment does not impact inventory measured using last-in, first-out. We are required to adopt this standard in the first quarter of 2017, early adoption is permitted. We are evaluating the effect that ASU 2015-11 will have on our consolidated financial statements. We have not yet completed the assessment to determine the effect of the standard on our ongoing financial reporting. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . The amendments in this new standard require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this standard. This standard is applicable for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. We expect to adopt this standard in the first quarter of 2016; this amendment will be applied on a retrospective basis. The adoption of this standard is not expected to materially impact on our consolidated financial statements. In February 2015, the FASB issued ASU 2015-02, Consolidation: Amendments to the Consolidation Analysis . This new standard changes the consolidation evaluation for entities that are required to evaluate whether they should consolidate certain legal entities. We are required to adopt this standard in the first quarter of 2016. Early adoption is permitted. The standard permits the use of a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption, or a reporting entity may also apply the amendments retrospectively. We are evaluating the effect that ASU 2015-02 will have on our consolidated financial statements. We have not yet completed the assessment to determine the effect of the standard on our ongoing financial reporting. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This new guidance will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. We intend to adopt this standard for interim and annual periods beginning after December 15, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing financial reporting. Recently adopted accounting guidance In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Simplifying the Accounting for Measurement-Period Adjustments . This new standard eliminates the requirement to restate prior period financial statements for measurement period adjustments associated with business combinations. This new guidance does not change what constitutes a measurement period adjustment. This standard is applicable for fiscal years beginning after December 15, 2015 and for interim periods within those years and early adoption is permitted. We have adopted this guidance prospectively this quarter. For more information on the measurement period adjustments recorded during the period, see Note 3. In April 2014, the FASB issued its updated guidance on the financial reporting of discontinued operations. This new standard changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Additionally, expanded disclosures about discontinued operations will be required to provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. This guidance impacts disclosures within an entity's financial statements and notes to the financial statements. We have adopted this guidance prospectively this year. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the consideration paid for Cheminova and the amounts of the assets acquired and liabilities assumed as of the acquisition date, which have been allocated on a preliminary basis. Preliminary Purchase Price Allocation (in Millions) Trade receivables $ 508.1 Inventories (1) 397.7 Other current assets 53.6 Property, plant & equipment 188.6 Intangible assets (2) Customer relationships 280.3 Brands 365.1 In-process research & development 8.6 Goodwill (3) 398.4 Other assets 58.1 Total fair value of assets acquired 2,258.5 Short-term debt 140.5 Other current liabilities 461.7 Long-term debt (4) 273.1 Deferred tax liabilities 164.1 Other liabilities 14.0 Total fair value of liabilities assumed 1,053.4 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 $58.1 million , of which $28.8 million and $48.1 million was expensed in the three and nine months ended September 30, 2015 , respectively, 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 September 30, 2015 the principal borrowings under this assumed debt has been settled utilizing the borrowing under the October 10, 2014 term loan. |
Business Acquisition, Pro Forma Information | The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. The pro forma amounts include certain adjustments, including interest expense on the borrowings utilized to complete the acquisition, depreciation and amortization expense and income taxes. The pro forma amounts for the three and nine month period below exclude acquisition-related charges. The pro forma results do not include adjustments related to cost savings or other synergies that are anticipated as a result of the Acquisition. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisition had occurred as of January 1, 2014, nor are they indicative of future results of operations. Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Pro forma Revenue $ 830.7 $ 1,124.5 $ 2,739.2 $ 3,370.0 Pro forma Diluted earnings per share $ 0.18 $ 0.56 $ 6.40 $ 2.14 |
Acquisition costs | The following table summarizes the costs incurred associated with these combined activities. Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Acquisition-related charges Legal and professional fees (1) $ 14.2 $ 15.3 $ 53.8 $ 15.3 Inventory fair value amortization (2) 28.8 — 48.1 — (Gain)/loss on hedging purchase price (3) — 21.2 172.1 21.2 Total Acquisition-related charges $ 43.0 $ 36.5 $ 274.0 $ 36.5 Restructuring charges and asset disposals Cheminova restructuring 50.7 — 55.5 — Total Cheminova restructuring charges (4) $ 50.7 $ — $ 55.5 $ — ____________________ (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). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill by business segment | The changes in the carrying amount of goodwill by business segment are presented in the table below: (in Millions) FMC Agricultural Solutions FMC Health and Nutrition FMC Lithium Total Balance, December 31, 2014 $ 31.0 $ 321.5 $ — $ 352.5 Acquisitions 398.4 — — 398.4 Foreign currency adjustments — (17.4 ) — (17.4 ) Balance, September 30, 2015 $ 429.4 $ 304.1 $ — $ 733.5 |
Schedule of Finite-Lived Intangible Assets | Our intangible assets, other than goodwill, consist of the following: September 30, 2015 December 31, 2014 (in Millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization (finite-lived) Customer relationships $ 416.5 $ (34.8 ) $ 381.7 $ 152.8 $ (22.5 ) $ 130.3 Patents 2.2 (0.3 ) 1.9 1.7 (0.1 ) 1.6 Brands (1) 15.0 (2.0 ) 13.0 1.2 (0.6 ) 0.6 Purchased and licensed technologies 71.7 (28.5 ) 43.2 74.3 (24.5 ) 49.8 Other intangibles 3.5 (2.2 ) 1.3 3.6 (2.4 ) 1.2 $ 508.9 $ (67.8 ) $ 441.1 $ 233.6 $ (50.1 ) $ 183.5 (1) Represents trademarks, trade names and know-how. |
Schedule of Indefinite-lived Intangible Assets | Intangible assets not subject to amortization (indefinite life) Brands (1) $ 398.4 $ 398.4 $ 63.4 $ 63.4 In-process research & development 8.2 8.2 — — $ 406.6 $ 406.6 $ 63.4 $ 63.4 Total intangible assets $ 915.5 $ (67.8 ) $ 847.7 $ 297.0 $ (50.1 ) $ 246.9 (1) Represents trademarks, trade names and know-how. |
Schedule of Intangible Assets by Segment | At September 30, 2015 , the finite-lived and indefinite life intangibles were allocated among our business segments as follows: (in Millions) Finite-lived Indefinite Life FMC Agricultural Solutions $ 366.9 $ 380.2 FMC Health and Nutrition 73.1 26.4 FMC Lithium 1.1 — Total $ 441.1 $ 406.6 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Amortization expense $ 7.3 $ 2.7 $ 15.4 $ 8.4 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: (in Millions) September 30, 2015 December 31, 2014 Finished goods $ 495.5 $ 281.1 Work in process 198.1 248.8 Raw materials, supplies and other 379.9 242.1 First-in, first-out inventory $ 1,073.5 $ 772.0 Less: Excess of first-in, first-out cost over last-in, first-out cost (167.4 ) (164.4 ) Net inventories $ 906.1 $ 607.6 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following: (in Millions) September 30, 2015 December 31, 2014 Property, plant and equipment $ 1,783.2 $ 1,618.7 Accumulated depreciation (700.4 ) (688.7 ) Property, plant and equipment, net $ 1,082.8 $ 930.0 |
Restructuring and Other Charg31
Restructuring and Other Charges (Income) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring and other charges (income) | Our restructuring and other charges (income) are comprised of restructuring, asset disposals and other charges (income) as noted below: Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Restructuring charges and asset disposals $ 69.3 $ 1.3 $ 81.5 $ 7.9 Other charges (income), net (23.7 ) 34.3 (3.3 ) 37.0 Total restructuring and other charges $ 45.6 $ 35.6 $ 78.2 $ 44.9 |
Schedule of restructuring charges and asset disposals | Restructuring Charges (in Millions) Severance and Employee Benefits (1) Other Charges (Income) (2) Asset Disposal Charges (3) Total Cheminova Restructuring $ 7.8 $ 2.5 $ 40.4 $ 50.7 Health and Nutrition Restructuring 4.3 0.4 11.9 16.6 Other Items 2.0 — — 2.0 Three months ended September 30, 2015 $ 14.1 $ 2.9 $ 52.3 $ 69.3 Other Items 0.5 0.8 — 1.3 Three months ended September 30, 2014 $ 0.5 $ 0.8 $ — $ 1.3 Cheminova Restructuring $ 12.2 $ 2.8 $ 40.5 $ 55.5 Health and Nutrition Restructuring 5.9 0.5 14.1 20.5 Other Items 5.6 (0.1 ) — 5.5 Nine months ended September 30, 2015 $ 23.7 $ 3.2 $ 54.6 $ 81.5 Health and Nutrition Restructuring $ 5.8 $ — $ — $ 5.8 Other Items 0.5 1.6 — 2.1 Nine months ended September 30, 2014 $ 6.3 $ 1.6 $ — $ 7.9 ____________________ (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. |
Restructuring reserve rollforward | The following table shows a roll forward of restructuring reserves, continuing and discontinued, that will result in cash spending. These amounts exclude asset retirement obligations. (in Millions) Balance at 12/31/14 (4) Change in reserves (2) Cash payments Other (3) Balance at 9/30/15 (4) Cheminova Restructuring $ — $ 15.0 $ (9.7 ) $ — $ 5.3 Health and Nutrition Restructuring 4.6 6.4 (8.2 ) 0.1 2.9 Other Workforce Related and Facility Shutdowns (1) 3.0 5.5 (4.5 ) 0.5 4.5 Restructuring activities related to discontinued operations (5) 2.7 (2.2 ) (0.1 ) — 0.4 Total $ 10.3 $ 24.7 $ (22.5 ) $ 0.6 $ 13.1 ____________________ (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 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 "Other discontinued reserves" on the condensed consolidated statements of cash flows. |
Schedule of other charges (income), net | Other charges (income), net Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Environmental charges, net $ 2.9 $ 17.3 $ 8.3 $ 20.0 Other items, net (26.6 ) 17.0 (11.6 ) 17.0 Other charges (income), net $ (23.7 ) $ 34.3 $ (3.3 ) $ 37.0 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Maturing within One Year | Debt maturing within one year: (in Millions) September 30, 2015 December 31, 2014 Short-term foreign debt (1) $ 89.8 $ 36.6 Commercial paper (2) 30.0 486.6 Total short-term debt $ 119.8 $ 523.2 Current portion of long-term debt 1.4 2.0 Short-term debt and current portion of long-term debt $ 121.2 $ 525.2 ____________________ (1) At September 30, 2015 , the average interest rate on the borrowings was 10.7% . We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. (2) At September 30, 2015 , the average interest rate on the borrowings was 0.52% . |
Schedule of long-term debt | Long-term debt: (in Millions) September 30, 2015 Interest Rate Percentage Maturity Date September 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 $1.7 and $1.9, respectively) 3.95-5.2% 2019-2024 998.3 998.1 Term Loan Facility 1.4% 2020 900.0 — Credit Facility (1) 2.6% 2019 — — Foreign debt 3.3% 2015-2024 10.1 15.8 Total long-term debt $ 2,049.9 $ 1,155.4 Less: debt maturing within one year 1.4 2.0 Total long-term debt, less current portion $ 2,048.5 $ 1,153.4 ____________________ (1) Letters of credit outstanding under our Credit Facility totaled $50.6 million and available funds under this facility were $1,419.4 million at September 30, 2015 , which reflects borrowings under our commercial paper program. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The results of our discontinued FMC ACD operations are summarized below: (in Millions) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Revenue $ — $ 196.8 $ 194.0 $ 574.6 Costs of sales and services — 156.5 149.2 457.4 Income (loss) from discontinued operations before income taxes (1) 7.7 30.7 1,096.4 91.9 Provision for income taxes 6.0 3.8 378.4 13.6 Total discontinued operations of FMC ACD, net of income taxes $ 1.7 $ 26.9 $ 718.0 $ 78.3 Less: discontinued operations of FMC ACD attributable to noncontrolling interests $ — $ 1.7 $ — $ 5.2 Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders $ 1.7 $ 25.2 $ 718.0 $ 73.1 ____________________ (1) For the three months ended September 30, 2015 and 2014, respectively, amounts include approximately zero and $1.9 million attributable to noncontrolling interests, zero and $2.1 million of allocated interest expense, zero and $1.0 million of divestiture related charges. For the nine months ended September 30, 2015 and 2014, respectively, amounts include approximately zero and $6.1 million attributable to noncontrolling interests, $2.2 million and $6.1 million of allocated interest expense, $15.0 million and $1.0 million 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. The following table presents the major classes of assets and liabilities of FMC Alkali Chemicals: (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 ____________________ (1) Presented as "Noncurrent assets\liabilities of discontinued operations held for sale" on the condensed consolidated balance sheet as of December 31, 2014. In addition to our discontinued FMC Alkali Chemicals division our other discontinued operations include adjustments to retained liabilities. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities. Our discontinued operations comprised the following: (in Millions) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of ($0.8) and ($1.1) for the three and nine months ended 2015 and ($0.1) and $0.8 for the three and nine months ended 2014, respectively $ (1.5 ) $ (2.6 ) $ (1.6 ) $ (5.4 ) Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.7 and $6.3 for the three and nine months ended 2015 and $3.2 and $10.3 for the three and nine months ended 2014, respectively (1) (2.9 ) (14.3 ) (10.9 ) (26.6 ) Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.5 and $3.9 for the three and nine months ended 2015 and $2.1 and $6.6 for the three and nine months ended 2014, respectively (2.3 ) (3.6 ) (6.7 ) (11.2 ) Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of ($6.0) and ($378.4) for the three and nine months ended 2015 and ($3.8) and ($13.6) for the three and nine months ended 2014, respectively 1.7 26.9 718.0 78.3 Discontinued operations of FMC Peroxygens, net of income tax benefit (expense) of zero for the three and nine months ended 2015 and zero and ($29.3) for the three and nine months ended 2014, respectively (2) — — — (40.0 ) Discontinued operations, net of income taxes $ (5.0 ) $ 6.4 $ 698.8 $ (4.9 ) ____________________ (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. |
Environmental Obligations (Tabl
Environmental Obligations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Environmental Remediation Obligations [Abstract] | |
Environmental reserves rollforward, continuing and discontinued | The table below is a roll forward of our total environmental reserves, continuing and discontinued: (in Millions) Gross Recoveries (3) Net Total environmental reserves at December 31, 2014 $ 296.2 $ (11.9 ) $ 284.3 Provision/(benefit) 25.5 — 25.5 (Spending)/recoveries (37.5 ) 4.2 (33.3 ) Total environmental reserves at September 30, 2015 $ 284.2 $ (7.7 ) $ 276.5 Environmental reserves, current (1) 117.1 (3.7 ) 113.4 Environmental reserves, long-term (2) 167.1 (4.0 ) 163.1 Total environmental reserves at September 30, 2015 $ 284.2 $ (7.7 ) $ 276.5 ____________________ (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. |
Schedule of environmental recoveries | The table below provides a roll forward of our environmental recoveries representing probable realization of claims against insurance carriers and other third parties. These recoveries are recorded as "Other assets" in the condensed consolidated balance sheets. (in Millions) 12/31/2014 Increase in Recoveries Cash Received 9/30/2015 Environmental recoveries $ 29.9 — (4.0 ) $ 25.9 |
Schedule of net environmental provision by operating and discontinued sites | Our net environmental provisions relate to costs for the continued cleanup of both continuing and discontinued manufacturing operations from previous years. The net provisions are comprised as follows: Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Environmental provisions, net - recorded to liabilities (1) $ 7.5 $ 34.8 $ 25.5 $ 62.1 Environmental provisions, net - recorded to assets (2) — — — (5.2 ) Environmental provision, net $ 7.5 $ 34.8 $ 25.5 $ 56.9 Continuing operations (3) 2.9 17.3 8.3 20.0 Discontinued operations (4) 4.6 17.5 17.2 36.9 Environmental provision, net $ 7.5 $ 34.8 $ 25.5 $ 56.9 ____________________ (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 7. 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 9. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Calculation of basic and diluted earnings per share | Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows: (in Millions, Except Share and Per Share Data) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Earnings (loss) attributable to FMC stockholders: Continuing operations, net of income taxes $ 2.6 $ 51.6 $ (5.7 ) $ 241.1 Discontinued operations, net of income taxes (5.0 ) 4.7 698.8 (10.1 ) Net income (loss) attributable to FMC stockholders $ (2.4 ) $ 56.3 $ 693.1 $ 231.0 Less: Distributed and undistributed earnings allocable to restricted award holders — (0.2 ) — (0.6 ) Net income (loss) allocable to common stockholders $ (2.4 ) $ 56.1 $ 693.1 $ 230.4 Basic earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.02 $ 0.39 $ (0.04 ) $ 1.81 Discontinued operations (0.04 ) 0.03 5.22 (0.08 ) Net income (loss) attributable to FMC stockholders $ (0.02 ) $ 0.42 $ 5.18 $ 1.73 Diluted earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.02 $ 0.39 $ (0.04 ) $ 1.80 Discontinued operations (0.04 ) 0.03 5.22 (0.08 ) Net income (loss) attributable to FMC stockholders $ (0.02 ) $ 0.42 $ 5.18 $ 1.72 Shares (in thousands): Weighted average number of shares of common stock outstanding - Basic 133,764 133,409 133,679 133,288 Weighted average additional shares assuming conversion of potential common shares 611 936 — 997 Shares – diluted basis 134,375 134,345 133,679 134,285 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The table provides a roll forward of equity, equity attributable to FMC stockholders, and equity attributable to noncontrolling interests. (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) 693.1 8.1 701.2 Stock compensation plans 17.3 — 17.3 Excess tax benefits from share-based compensation 1.6 — 1.6 Shares for benefit plan trust (2.4 ) — (2.4 ) Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax (1) 22.0 — 22.0 Net hedging gains/(losses) and other, net of income tax (1) 1.4 — 1.4 Foreign currency translation adjustments (1) (80.3 ) (0.7 ) (81.0 ) Dividends ($0.495 per share) (66.3 ) — (66.3 ) Repurchases of common stock (3.2 ) — (3.2 ) Balance at September 30, 2015 $ 2,113.7 $ 40.9 $ 2,154.6 ____________________ (1) See condensed consolidated statements of comprehensive income (loss). |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income (loss) Summarized below is the roll forward of accumulated other comprehensive income (loss), net of tax. (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) (80.3 ) 3.7 (7.4 ) $ (84.0 ) Amounts reclassified from accumulated other comprehensive income (loss) — (2.3 ) 29.4 $ 27.1 Accumulated other comprehensive income (loss), net of tax at September 30, 2015 $ (130.7 ) $ (2.5 ) $ (299.5 ) $ (432.7 ) (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) (36.9 ) 5.3 0.2 $ (31.4 ) Amounts reclassified from accumulated other comprehensive income (loss) 49.6 1.9 17.9 $ 69.4 Accumulated other comprehensive income (loss), net of tax at September 30, 2014 $ (12.6 ) $ 1.1 $ (152.4 ) $ (163.9 ) ____________________ (1) See Note 15 for more information. (2) See Note 13 for more information. (3) Excludes foreign currency translation adjustments attributable to noncontrolling interests. |
Reclassification out of Accumulated Other Comprehensive Income | The table below provides details about the reclassifications from Accumulated Other Comprehensive Income and the affected line items in the condensed consolidated statements of income (loss) for each of the periods presented. 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 September 30 Nine Months Ended September 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 11.1 (0.2 ) 29.0 (3.5 ) Costs of sales and services Energy contracts (1.3 ) (0.2 ) (3.8 ) 1.3 Costs of sales and services Foreign currency contracts (9.0 ) 0.9 (20.9 ) (0.5 ) Selling, general and administrative expenses Total before tax 0.8 0.5 4.3 (2.7 ) (0.4 ) (0.2 ) (2.0 ) 0.8 Provision for income taxes Amount included in net income $ 0.4 $ 0.3 $ 2.3 $ (1.9 ) Pension and other postretirement benefits (2) : Amortization of prior service costs (0.1 ) (0.4 ) (0.7 ) (1.3 ) Selling, general and administrative expenses Amortization of unrecognized net actuarial and other gains (losses) (12.3 ) (7.3 ) (40.0 ) (22.4 ) Selling, general and administrative expenses Recognized loss due to settlement and curtailment — (0.5 ) (5.3 ) (4.1 ) Selling, general and administrative expenses (4) Total before tax (12.4 ) (8.2 ) (46.0 ) (27.8 ) 4.4 3.0 16.6 9.9 Provision for income taxes Amount included in net income (8.0 ) (5.2 ) (29.4 ) (17.9 ) Total reclassifications for the period $ (7.6 ) $ (4.9 ) $ (27.1 ) $ (69.4 ) 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 nine months ended September 30, 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). |
Pensions and Other Postretire37
Pensions and Other Postretirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Pensions and Other Postretirement Benefits [Abstract] | |
Components of net annual benefit cost (income) | The following table summarizes the components of net annual benefit cost (income): (in Millions) Three Months Ended September 30 Nine Months Ended September 30 Pensions Other Benefits Pensions Other Benefits 2015 2014 2015 2014 2015 2014 2015 2014 Components of net annual benefit cost (income): Service cost $ 2.2 $ 3.2 $ 0.1 $ 0.1 $ 9.8 $ 13.0 $ 0.1 $ 0.1 Interest cost 15.2 15.7 0.2 0.2 45.9 46.7 0.7 0.8 Expected return on plan assets (22.3 ) (21.6 ) — — (66.8 ) (64.8 ) — — Amortization of prior service cost (credit) 0.1 0.4 — — 0.6 1.3 0.1 — Recognized net actuarial and other (gain) loss 12.8 7.1 (0.4 ) (0.4 ) 41.0 22.8 (0.9 ) (1.2 ) Recognized loss due to curtailment (1) — — — — 4.8 — 0.5 — Recognized loss due to settlement (2) — 0.5 — — — 4.1 — — Net periodic benefit cost (3) $ 8.0 $ 5.3 $ (0.1 ) $ (0.1 ) $ 35.3 $ 23.1 $ 0.5 $ (0.3 ) ____________________ (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 represents both continuing and discontinued operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The below chart provides reconciliation between our reported effective tax rates and the EAETR. Three Months Ended September 30 2015 2014 (in Millions) Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Continuing operations $ (19.7 ) $ (25.1 ) 127.4 % $ 57.3 $ 3.6 6.3 % Discrete items: Acquisition-related charges (1) — — 36.5 11.4 Currency remeasurement (2) 2.2 (2.1 ) 5.2 2.9 Other discrete items (3) 48.7 5.0 27.0 11.2 Tax only discrete items (4) — 19.0 — 5.1 Total discrete items $ 50.9 $ 21.9 $ 68.7 $ 30.6 Continuing operations, before discrete items $ 31.2 $ (3.2 ) $ 126.0 $ 34.2 Quarterly effect of changes in the EAETR (5) (10.3 )% 27.1 % Nine Months Ended September 30 2015 2014 (in Millions) Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Continuing operations $ (54.0 ) $ (56.4 ) 104.4 % $ 323.3 $ 74.6 23.1 % Discrete items: Acquisition-related charges (1) 211.7 77.8 36.5 11.4 Currency remeasurement (2) 26.2 1.8 17.6 3.6 Other discrete items (3) 84.1 14.2 54.3 19.0 Tax only discrete items (4) — 19.9 — 6.2 Total discrete items $ 322.0 $ 113.7 $ 108.4 $ 40.2 Continuing operations, before discrete items $ 268.0 $ 57.3 $ 431.7 $ 114.8 EAETR (5) 21.4 % 26.6 % ___________________ (1) Due to the nature of acquisition-related charges incurred in the third quarter of 2015, 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 nine months ended September 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 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 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) Primarily represents restructuring activities. (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) See below "Explanation of changes in EAETR" for more information regarding the changes in the EAETR. |
Financial Instruments, Risk M39
Financial Instruments, Risk Management and Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Financial Instruments Risk Management And Fair Value Measurements [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments. September 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 $ 22.1 $ 23.5 $ 45.6 $ (23.2 ) $ 22.4 Total derivative assets (1) 22.1 23.5 45.6 (23.2 ) 22.4 Foreign exchange contracts (25.9 ) (2.6 ) (28.5 ) 23.2 (5.3 ) Energy contracts (1.6 ) — (1.6 ) — (1.6 ) Total derivative liabilities (2) (27.5 ) (2.6 ) (30.1 ) 23.2 (6.9 ) Net derivative assets/(liabilities) $ (5.4 ) $ 20.9 $ 15.5 $ — $ 15.5 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. |
Schedule of Derivative Instruments, Gain (Loss) in Statement of Financial Performance | The tables below summarize the gains or losses related to our cash flow hedges and derivatives not designated as hedging instruments. Derivatives in Cash Flow Hedging Relationships Three Months Ended September 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 $ (1.0 ) $ 1.0 $ (0.5 ) $ (0.2 ) $ — $ — $ (1.5 ) $ 0.8 Reclassification of deferred hedging (gains) losses, net of tax (1) Effective portion (1) (1.2 ) (0.4 ) 0.8 0.1 — — (0.4 ) (0.3 ) Total derivative instrument impact on comprehensive income, net of tax $ (2.2 ) $ 0.6 $ 0.3 $ (0.1 ) $ — $ — $ (1.9 ) $ 0.5 Nine Months Ended September 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 $ 2.6 $ 4.1 $ 1.2 $ 1.2 $ (0.1 ) $ — $ 3.7 $ 5.3 Reclassification of deferred hedging (gains) losses, net of tax (1) Effective portion (1) (4.5 ) 2.8 2.4 (0.9 ) — — (2.1 ) 1.9 Ineffective portion (1) (0.2 ) — — — — — (0.2 ) — Total derivative instrument impact on comprehensive income, net of tax $ (2.1 ) $ 6.9 $ 3.6 $ 0.3 $ (0.1 ) $ — $ 1.4 $ 7.2 ___________________ (1) See Note 12 for classification of amounts within the condensed consolidated statements of income (loss). Derivatives Not Designated as Hedging Instruments 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 September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Foreign exchange contracts Cost of sales and services $ (7.0 ) $ (7.6 ) $ (14.8 ) $ (6.3 ) Selling, general & administrative (2) — (21.2 ) (172.1 ) (21.2 ) Total $ (7.0 ) $ (28.8 ) $ (186.9 ) $ (27.5 ) ___________________ (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. |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables present our fair-value hierarchy for those assets and liabilities measured at fair-value on a recurring basis in the condensed consolidated balance sheets. During the periods presented there were no transfers between fair-value hierarchy levels. (in Millions) September 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) $ 22.4 $ — $ 22.4 $ — Other (2) 27.1 27.1 — — Total assets $ 49.5 $ 27.1 $ 22.4 $ — Liabilities Derivatives – Commodities: Energy contracts (1) $ 1.6 $ — $ 1.6 $ — Derivatives – Foreign exchange (1) 5.3 — 5.3 — Other (3) 30.6 30.4 0.2 — Total liabilities $ 37.5 $ 30.4 $ 7.1 $ — ____________________ (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 – 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. |
Fair Value Measurements, Nonrecurring | The following tables present our fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis in the condensed consolidated balance sheets during the nine months ended September 30, 2015 and the year ended December 31, 2014 . (in Millions) September 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) (Nine Months Ended September 30, 2015) Assets Consagro net assets held for sale (1) $ 59.1 $ — $ — $ 59.1 $ (40.1 ) Total assets $ 59.1 $ — $ — $ 59.1 $ (40.1 ) ____________________ (1) Represents our Consagro business which was classified as held for sale as of September 30, 2015, net of the impairment charge of $40.1 million . The impairment charge was calculated based on the signed definitive agreement. 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. |
Guarantees, Commitments, and 40
Guarantees, Commitments, and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments Guarantees and Contingent Liabilities [Abstract] | |
Schedule of estimated undiscounted potential future payments for guarantees | The following table provides the estimated undiscounted amount of potential future payments for each major group of guarantees at September 30, 2015 . These guarantees arise during the ordinary course of business from relationships with customers and nonconsolidated affiliates. Non-performance by the guaranteed party triggers the obligation requiring us to make payments to the beneficiary of the guarantee. Based on our experience these types of guarantees have not had a material effect on our consolidated financial position or on our liquidity. Our expectation is that future payment or performance related to the non-performance of others is considered unlikely. (in Millions) Guarantees: Guarantees of vendor financing (1) $ 65.7 Other debt guarantees (2) 26.4 Total $ 92.1 ____________________ (1) Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.” (2) These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair-value (i.e. representing 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. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment reporting information by segment | (in Millions) Three Months Ended September 30 Nine Months Ended September 30 2015 2014 2015 2014 Revenue FMC Agricultural Solutions $ 577.6 $ 548.8 $ 1,595.6 $ 1,546.9 FMC Health and Nutrition 195.9 203.1 613.5 636.4 FMC Lithium 57.2 67.2 168.1 187.6 Total $ 830.7 $ 819.1 $ 2,377.2 $ 2,370.9 Income from continuing operations before income taxes FMC Agricultural Solutions $ 59.4 $ 116.7 $ 262.6 $ 367.5 FMC Health and Nutrition 47.0 43.7 148.5 143.7 FMC Lithium 1.8 5.3 11.9 19.4 Segment operating profit $ 108.2 $ 165.7 $ 423.0 $ 530.6 Corporate and other (13.6 ) (15.2 ) (46.0 ) (52.1 ) Operating profit before the items listed below $ 94.6 $ 150.5 $ 377.0 $ 478.5 Interest expense, net (20.2 ) (12.8 ) (58.9 ) (37.6 ) Restructuring and other (charges) income (1) (45.6 ) (35.6 ) (78.2 ) (44.9 ) Non-operating pension and postretirement (charges) income (2) (5.5 ) (1.5 ) (19.9 ) (8.4 ) Business separation costs (3) — (6.8 ) — (23.6 ) Acquisition-related charges (4) (43.0 ) (36.5 ) (274.0 ) (40.7 ) (Provision) benefit for income taxes 25.1 (3.6 ) 56.4 (74.6 ) Discontinued operations, net of income taxes (5.0 ) 6.4 698.8 (4.9 ) Net income attributable to noncontrolling interests (2.8 ) (3.8 ) (8.1 ) (12.8 ) Net income (loss) attributable to FMC stockholders $ (2.4 ) $ 56.3 $ 693.1 $ 231.0 ____________________ (1) See Note 7 for details of restructuring and other charges (income). Below provides the detail the charges (income) by segment: Three Months Ended September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 FMC Agricultural Solutions $ (24.1 ) $ (17.0 ) $ (47.2 ) $ (17.0 ) FMC Health and Nutrition (16.6 ) — (20.6 ) (5.9 ) FMC Lithium — (0.1 ) (0.5 ) — Corporate (4.9 ) (18.5 ) (9.9 ) (22.0 ) Restructuring and other (charges) income $ (45.6 ) $ (35.6 ) $ (78.2 ) $ (44.9 ) (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) 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 nine months ended September 30, 2014 represent charges associated with the planned separation activities through September 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 September 30 Nine Months Ended September 30 (in Millions) 2015 2014 2015 2014 Acquisition-related charges - Cheminova Legal and professional fees (1) $ 14.2 $ 15.3 $ 53.8 $ 15.3 Inventory fair value amortization (2) 28.8 — 48.1 — (Gain)/loss on hedging purchase price (1) — 21.2 172.1 21.2 Acquisition-related charges - Epax Inventory fair value amortization (2) — — — 4.2 Acquisition-related charges $ 43.0 $ 36.5 $ 274.0 $ 40.7 ____________________ (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. (2) On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” |
Acquisitions (Details)
Acquisitions (Details) $ in Millions, DKK in Billions | Apr. 21, 2015USD ($) | Sep. 30, 2015USD ($) | Apr. 21, 2015USD ($) | Sep. 30, 2015DKK | Sep. 30, 2015USD ($) | Sep. 08, 2014USD ($) |
Business Acquisition [Line Items] | ||||||
Planned aggregate purchase price to acquire business | $ 1,470 | |||||
Planned aggregate purchase price net of debt | $ 300 | |||||
Gain (loss) on FX forward contracts | $ (172.1) | |||||
Denmark, Kroner | ||||||
Business Acquisition [Line Items] | ||||||
Foreign currency exchange ratio | 6.96 | 6.96 | 5.77 | |||
Foreign currency exchange rate improvement for US dollar (percent) | 21.00% | |||||
United States of America, Dollars | ||||||
Business Acquisition [Line Items] | ||||||
Foreign currency exchange ratio | 1 | 1 | 1 | 1 | 1 | |
Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interests acquired (percent) | 100.00% | 100.00% | ||||
Aggregate purchase price | $ 1,200 | DKK 8.5 | ||||
Hedge-related costs | $ 600 | $ 600 | ||||
Increase to goodwill from measurement period adjustments | $ 5 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | Apr. 21, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 733.5 | $ 733.5 | $ 352.5 | |||
Total cash paid, less cash acquired | 1,205.1 | $ 0 | ||||
Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Trade receivables | $ 508.1 | |||||
Inventories | [1] | 397.7 | ||||
Other current assets | 53.6 | |||||
Property, plant & equipment | 188.6 | |||||
Goodwill | [2] | 398.4 | ||||
Other assets | 58.1 | |||||
Total fair value of assets acquired | 2,258.5 | |||||
Short-term debt | 140.5 | |||||
Other current liabilities | 461.7 | |||||
Long-term debt | [3] | 273.1 | ||||
Deferred tax liabilities | 164.1 | |||||
Other liabilities | 14 | |||||
Total fair value of liabilities assumed | 1,053.4 | |||||
Total cash paid, less cash acquired | $ 1,205.1 | |||||
Weighted average useful life of acquired intangibles | 20 years | |||||
Fair Value Adjustment to Inventory [Member] | Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Inventories | $ 58.1 | |||||
Fair Value Adjustment to Inventory [Member] | Cost of Sales [Member] | Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Inventory sold | $ 28.8 | $ 48.1 | ||||
Customer Relationships [Member] | Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | [4] | 280.3 | ||||
Brands [Member] | Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | [4] | 365.1 | ||||
In Process Research and Development [Member] | Cheminova [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible Assets | [4] | $ 8.6 | ||||
[1] | Fair value of finished goods inventory acquired included a step-up in the value of approximately $58.1 million, of which $28.8 million and $48.1 million was expensed in the three and nine months ended September 30, 2015, respectively, and included in "Cost of sales and services" on the condensed consolidated income statement. | |||||
[2] | Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes | |||||
[3] | Long-term debt assumed primarily consisted of mortgage debt and borrowings under existing Cheminova credit facilities. As of September 30, 2015 the principal borrowings under this assumed debt has been settled utilizing the borrowing under the October 10, 2014 term loan. | |||||
[4] | The weighted average useful life of the acquired finite-lived intangibles, which primarily represents the customer relationships, is approximately 20 years. |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Cheminova [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Pro forma Revenue | $ 830.7 | $ 1,124.5 | $ 2,739.2 | $ 3,370 |
Pro forma Diluted earnings per share (in dollars per share) | $ 0.18 | $ 0.56 | $ 6.40 | $ 2.14 |
Acquisitions -Acquisition-relat
Acquisitions -Acquisition-related and Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Business Acquisition [Line Items] | |||||
Total Acquisition-related costs | $ 43 | $ 36.5 | $ 274 | $ 40.7 | |
Restructuring charges and asset disposals | 69.3 | 1.3 | 81.5 | 7.9 | |
Cheminova [Member] | |||||
Business Acquisition [Line Items] | |||||
Legal and professional fees | [1] | 14.2 | 15.3 | 53.8 | 15.3 |
Inventory fair value amortization | [2] | 28.8 | 0 | 48.1 | 0 |
(Gain)/loss on hedging purchase price | [3] | 0 | 21.2 | 172.1 | 21.2 |
Total Acquisition-related costs | 43 | 36.5 | 274 | 36.5 | |
Restructuring charges and asset disposals | [4] | $ 50.7 | $ 0 | $ 55.5 | $ 0 |
[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). |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Goodwill (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Goodwill [Roll Forward] | ||
Balance, December 31, 2014 | $ 352,500,000 | |
Acquisitions | 398,400,000 | |
Foreign currency adjustments | (17,400,000) | |
Balance, September 30, 2015 | $ 733,500,000 | 733,500,000 |
Goodwill impairment loss | 0 | |
FMC Agricultural Solutions [Member] | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2014 | 31,000,000 | |
Acquisitions | 398,400,000 | |
Foreign currency adjustments | 0 | |
Balance, September 30, 2015 | 429,400,000 | 429,400,000 |
FMC Health and Nutrition [Member] | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2014 | 321,500,000 | |
Acquisitions | 0 | |
Foreign currency adjustments | (17,400,000) | |
Balance, September 30, 2015 | 304,100,000 | 304,100,000 |
FMC Lithium [Member] | ||
Goodwill [Roll Forward] | ||
Balance, December 31, 2014 | 0 | |
Acquisitions | 0 | |
Foreign currency adjustments | 0 | |
Balance, September 30, 2015 | $ 0 | $ 0 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets, Finite-lived intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 508.9 | $ 233.6 | |
Accumulated Amortization | (67.8) | (50.1) | |
Net | 441.1 | 183.5 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 416.5 | 152.8 | |
Accumulated Amortization | (34.8) | (22.5) | |
Net | 381.7 | 130.3 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 2.2 | 1.7 | |
Accumulated Amortization | (0.3) | (0.1) | |
Net | 1.9 | 1.6 | |
Brands [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | [1] | 15 | 1.2 |
Accumulated Amortization | [1] | (2) | (0.6) |
Net | [1] | 13 | 0.6 |
Purchased and Licensed Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 71.7 | 74.3 | |
Accumulated Amortization | (28.5) | (24.5) | |
Net | 43.2 | 49.8 | |
Other Intangibles [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 3.5 | 3.6 | |
Accumulated Amortization | (2.2) | (2.4) | |
Net | $ 1.3 | $ 1.2 | |
[1] | Represents trademarks, trade names and know-how. |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets, Indefinite Life Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets by Segment [Line Items] | |||
Gross | $ 406.6 | $ 63.4 | |
Total intangible assets | 915.5 | 297 | |
Accumulated Amortization | (67.8) | (50.1) | |
Net intangible assets | 847.7 | 246.9 | |
Brands [Member] | |||
Indefinite-lived Intangible Assets by Segment [Line Items] | |||
Gross | [1] | 398.4 | 63.4 |
In Process Research and Development [Member] | |||
Indefinite-lived Intangible Assets by Segment [Line Items] | |||
Gross | $ 8.2 | $ 0 | |
[1] | Represents trademarks, trade names and know-how. |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets Goodwill and Intangible Assets, by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived | $ 441.1 | $ 441.1 | $ 183.5 | ||
Indefinite Life | 406.6 | 406.6 | $ 63.4 | ||
Amortization Expense | 7.3 | $ 2.7 | 15.4 | $ 8.4 | |
Amortization Expense, remainder of 2015 | 24 | 24 | |||
Amortization Expense, 2016 | 29 | 29 | |||
Amortization Expense, 2017 | 29 | 29 | |||
Amortization Expense, 2018 | 29 | 29 | |||
Amortization Expense, 2019 | 29 | 29 | |||
FMC Agricultural Solutions [Member] | |||||
Finite-Lived | 366.9 | 366.9 | |||
Indefinite Life | 380.2 | 380.2 | |||
FMC Health and Nutrition [Member] | |||||
Finite-Lived | 73.1 | 73.1 | |||
Indefinite Life | 26.4 | 26.4 | |||
FMC Lithium [Member] | |||||
Finite-Lived | 1.1 | 1.1 | |||
Indefinite Life | $ 0 | $ 0 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Inventories: | ||
Finished goods | $ 495.5 | $ 281.1 |
Work in process | 198.1 | 248.8 |
Raw materials, supplies and other | 379.9 | 242.1 |
First-in, first-out inventory | 1,073.5 | 772 |
Less: Excess of first-in, first-out cost over last-in, first-out cost | (167.4) | (164.4) |
Net inventories | $ 906.1 | $ 607.6 |
Property, Plant and Equipment51
Property, Plant and Equipment (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Property, plant and equipment: | ||
Property, plant and equipment | $ 1,783.2 | $ 1,618.7 |
Accumulated depreciation | (700.4) | (688.7) |
Property, plant and equipment, net | $ 1,082.8 | $ 930 |
Restructuring and Other Charg52
Restructuring and Other Charges (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Restructuring and Related Activities [Abstract] | |||||
Restructuring charges and asset disposals | $ 69.3 | $ 1.3 | $ 81.5 | $ 7.9 | |
Other charges (income), net | (23.7) | 34.3 | (3.3) | 37 | |
Total restructuring and other charges | [1] | $ 45.6 | $ 35.6 | $ 78.2 | $ 44.9 |
[1] | See Note 7 for details of restructuring and other charges (income). Below provides the detail the charges (income) by segment:FMC Agricultural Solutions - $(24.1) million and $(17.0) million for the three months ended September 30, 2015 and 2014, respectively, and $(47.2) million and $(17.0) million for the nine months ended September 30, 2015 and 2014, respectively; FMC Health and Nutrition - $(16.6) million and $0 for the three months ended September 30, 2015 and 2014, respectively, and $(20.6) million and $(5.9) million for the nine months ended September 30, 2015 and 2014, respectively; FMC Lithium - $0 and $(0.1) million for the three months ended September 30, 2015 and 2014, respectively, and $(0.5) million and $0 for the nine months ended September 30, 2015 and 2014, respectively; Corporate - $(4.9) million and $(18.5) million for the three months ended September 30, 2015 and 2014, respectively, and $(9.9) million and $(22.0) million for the nine months ended September 30, 2015 and 2014, respectively; Restructuring and other (charges) income - $(45.6) million and $(35.6) million for the three months ended September 30, 2015 and 2014, respectively, and $(78.2) million and $(44.9) million for the nine months ended September 30, 2015 and 2014, respectively. |
Restructuring and Other Charg53
Restructuring and Other Charges (Income) - Activity (Details) $ in Millions | Sep. 11, 2015USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)contract | Sep. 30, 2014USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Proceeds from sale of business | $ 1,649.8 | $ 199.1 | ||||
Severance and Employee Benefits | [1] | $ 14.1 | $ 0.5 | 23.7 | 6.3 | |
Other Charges (Income) | [2] | 2.9 | 0.8 | 3.2 | 1.6 | |
Asset Disposal Charges | [3] | 52.3 | 0 | 54.6 | 0 | |
Restructuring Charges and Asset Disposals | 69.3 | 1.3 | 81.5 | 7.9 | ||
Environmental charges, net | 7.5 | 34.8 | 25.5 | 56.9 | ||
Other, net | (26.6) | 17 | (11.6) | 17 | ||
Proceeds from Sale of Other Investments | 27.5 | |||||
Other charges (income), net | (23.7) | 34.3 | (3.3) | 37 | ||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring Reserve, Beginning Balance | [4] | 10.3 | ||||
Change in reserves | [5] | 24.7 | ||||
Cash payments | (22.5) | |||||
Other | [6] | 0.6 | ||||
Restructuring Reserve, Ending Balance | [4] | 13.1 | $ 13.1 | |||
Number of collaboration and license agreements entered into during the period | contract | 1 | |||||
Continuing Operations [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Environmental charges, net | [7] | 2.9 | 17.3 | $ 8.3 | 20 | |
Cheminova Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance and Employee Benefits | [1] | 7.8 | 12.2 | |||
Other Charges (Income) | [2] | 2.5 | 2.8 | |||
Asset Disposal Charges | [3] | 40.4 | 40.5 | |||
Restructuring Charges and Asset Disposals | 50.7 | 55.5 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring Reserve, Beginning Balance | [4] | 0 | ||||
Change in reserves | [5] | 15 | ||||
Cash payments | (9.7) | |||||
Other | [6] | 0 | ||||
Restructuring Reserve, Ending Balance | [4] | 5.3 | 5.3 | |||
Health and Nutrition Restructuring [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance and Employee Benefits | [1] | 4.3 | 5.9 | 5.8 | ||
Other Charges (Income) | [2] | 0.4 | 0.5 | 0 | ||
Asset Disposal Charges | [3] | 11.9 | 14.1 | 0 | ||
Restructuring Charges and Asset Disposals | 16.6 | 20.5 | 5.8 | |||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring Reserve, Beginning Balance | [4] | 4.6 | ||||
Change in reserves | [5] | 6.4 | ||||
Cash payments | (8.2) | |||||
Other | [6] | 0.1 | ||||
Restructuring Reserve, Ending Balance | [4] | 2.9 | 2.9 | |||
Other Restructuring Activities [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Severance and Employee Benefits | [1] | 2 | 0.5 | 5.6 | 0.5 | |
Other Charges (Income) | [2] | 0 | 0.8 | (0.1) | 1.6 | |
Asset Disposal Charges | [3] | 0 | 0 | 0 | 0 | |
Restructuring Charges and Asset Disposals | 2 | $ 1.3 | 5.5 | $ 2.1 | ||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring Reserve, Beginning Balance | [4],[8] | 3 | ||||
Change in reserves | [5],[8] | 5.5 | ||||
Cash payments | [8] | (4.5) | ||||
Other | [6],[8] | 0.5 | ||||
Restructuring Reserve, Ending Balance | [4] | 4.5 | 4.5 | |||
Discontinued Operations [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring Reserve, Beginning Balance | [4],[9] | 2.7 | ||||
Change in reserves | [5],[9] | (2.2) | ||||
Cash payments | [9] | (0.1) | ||||
Other | [6],[9] | 0 | ||||
Restructuring Reserve, Ending Balance | [4],[9] | 0.4 | 0.4 | |||
Consagro [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment charge | 40.1 | 40.1 | ||||
Pectin Manufacturing Business [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Proceeds from sale of business | $ 7 | |||||
Restructuring Reserve [Roll Forward] | ||||||
Loss on sale of business | $ (11.9) | $ (11.9) | ||||
Net Asset Sold [Member] | Pectin Manufacturing Business [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Assets sold | $ 18.9 | |||||
[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. | |||||
[4] | Included in “Accrued and other liabilities” on the condensed consolidated balance sheets. | |||||
[5] | 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. | |||||
[6] | Primarily foreign currency translation adjustments. | |||||
[7] | Recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss), see Note 7. 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. | |||||
[8] | Primarily severance costs related to workforce reductions and facility shutdowns noted in the “Other Items” sections above. | |||||
[9] | Cash spending associated with restructuring activities of discontinued operations is reported within "Other discontinued reserves" on the condensed consolidated statements of cash flows. |
Debt, Maturing within One Year
Debt, Maturing within One Year (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Short-term Debt [Line Items] | |||
Short-term foreign debt | [1] | $ 89.8 | $ 36.6 |
Commercial paper | [2] | 30 | 486.6 |
Total short-term debt | 119.8 | 523.2 | |
Current portion of long-term debt | 1.4 | 2 | |
Short-term debt and current portion of long-term debt | $ 121.2 | $ 525.2 | |
Short-term Debt [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate percentage | 10.70% | ||
Commercial Paper [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate percentage | 0.52% | ||
[1] | At September 30, 2015, the average interest rate on the borrowings was 10.7%. We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. | ||
[2] | At September 30, 2015, the average interest rate on the borrowings was 0.52%. |
Debt, Long-term (Details)
Debt, Long-term (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | ||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 2,049.9 | $ 1,155.4 | |
Less: debt maturing within one year | 1.4 | 2 | |
Total long-term debt, less current portion | $ 2,048.5 | 1,153.4 | |
Pollution Control and Industrial Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage, minimum | 0.20% | ||
Interest rate percentage, maximum | 6.50% | ||
Maturity date, minimum | 2,021 | ||
Maturity date, maximum | 2,035 | ||
Total long-term debt | $ 141.5 | 141.5 | |
Unamortized discount | $ 0.2 | 0.2 | |
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage, minimum | 3.95% | ||
Interest rate percentage, maximum | 5.20% | ||
Maturity date, minimum | 2,019 | ||
Maturity date, maximum | 2,024 | ||
Total long-term debt | $ 998.3 | 998.1 | |
Unamortized discount | $ 1.7 | 1.9 | |
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 1.40% | ||
Debt Instrument, Maturity Year | 2,020 | ||
Total long-term debt | $ 900 | 0 | |
Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 2.60% | ||
Debt Instrument, Maturity Year | 2,019 | ||
Total long-term debt | [1] | $ 0 | 0 |
Letters of credit outstanding amount | 50.6 | ||
Credit Agreement, available funds | $ 1,419.4 | ||
Foreign Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage | 3.30% | ||
Maturity date, minimum | 2,015 | ||
Maturity date, maximum | 2,024 | ||
Total long-term debt | $ 10.1 | $ 15.8 | |
[1] | Letters of credit outstanding under our Credit Facility totaled $50.6 million and available funds under this facility were $1,419.4 million at September 30, 2015, which reflects borrowings under our commercial paper program. |
Debt, Credit Facility (Details)
Debt, Credit Facility (Details) | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Apr. 21, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Covenant Compliance | Our actual leverage for the four consecutive quarters ended September 30, 2015, was 3.8 which is below the maximum leverage of 4.5. Our actual interest coverage for the four consecutive quarters ended September 30, 2015, was 8.2 which is above the minimum interest coverage of 3.5. We were in compliance with all covenants at September 30, 2015. | |||
Long-term Debt | $ 2,049,900,000 | $ 1,155,400,000 | ||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Covenant compliance, actual leverage ratio | 3.8 | |||
Covenant Terms, Maximum Leverage Ratio | 4.5 | |||
Covenant compliance, actual interest coverage ratio | 8.2 | |||
Covenant Terms, Minimum Interest Coverage Ratio | 3.5 | |||
Long-term Debt | [1] | $ 0 | 0 | |
Term Loan Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Term notes | $ 1,650,000,000 | |||
Long-term Debt | 900,000,000 | $ 0 | ||
Term loan cross-default provision | $ 50,000,000 | |||
Term Loan Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Term Loan Facility [Member] | Eurocurrency One-Month Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
[1] | Letters of credit outstanding under our Credit Facility totaled $50.6 million and available funds under this facility were $1,419.4 million at September 30, 2015, which reflects borrowings under our commercial paper program. |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | Apr. 01, 2015 | Feb. 28, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Length of transitional services agreement in months | 12 months | |||||||||
Results of discontinued FMC ACD operations: | ||||||||||
Total discontinued operations of FMC ACD, net of income taxes | $ (5) | $ 4.7 | $ 698.8 | $ (10.1) | ||||||
Pension curtailment charge | 5.3 | 0 | ||||||||
Major classes of assets and liabilities: | ||||||||||
Current assets of discontinued operations held for sale (primarily trade receivables and inventories) | 59.3 | 59.3 | $ 203.3 | |||||||
Current liabilities of discontinued operations held for sale | (0.2) | (0.2) | (88.4) | |||||||
Noncurrent liabilities of discontinued operations held for sale | 0 | 0 | (4.7) | |||||||
Discontinued operations, net of income taxes | (5) | 6.4 | 698.8 | (4.9) | ||||||
Proceeds from divestitures | 1,649.8 | 199.1 | ||||||||
Discontinued Operations, tax effect of workers' compensation, product liability and other postretirement benefits | (0.8) | (0.1) | (1.1) | 0.8 | ||||||
Discontinued Operation, tax effect of provision for environmental and legal | 1.7 | 3.2 | 6.3 | 10.3 | ||||||
Discontinued Operations, tax effect of provision for legal expenses | 1.5 | 2.1 | 3.9 | 6.6 | ||||||
Discontinued Operation, tax effect of discontinued operation | (6) | (3.8) | (378.4) | (13.6) | ||||||
Discontinued Operations, tax effect of Peroxygens Segment Operations | 0 | 0 | 0 | (29.3) | ||||||
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of ($0.8) and ($1.1) for the three and nine months ended 2015 and ($0.1) and $0.8 for the three and nine months ended 2014, respectively | ||||||||||
Major classes of assets and liabilities: | ||||||||||
Discontinued operations, net of income taxes | (1.5) | (2.6) | (1.6) | (5.4) | ||||||
Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.7 and $6.3 for the three and nine months ended 2015 and $3.2 and $10.3 for the three and nine months ended 2014, respectively | ||||||||||
Major classes of assets and liabilities: | ||||||||||
Discontinued operations, net of income taxes | (2.9) | [1] | (14.3) | [1] | (10.9) | (26.6) | ||||
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.5 and $3.9 for the three and nine months ended 2015 and $2.1 and $6.6 for the three and nine months ended 2014, respectively | ||||||||||
Major classes of assets and liabilities: | ||||||||||
Discontinued operations, net of income taxes | (2.3) | (3.6) | (6.7) | (11.2) | ||||||
Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of ($6.0) and ($378.4) for the three and nine months ended 2015 and ($3.8) and ($13.6) for the three and nine months ended 2014, respectively | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Pre-tax proceeds on sale of ACD | $ 1,649.8 | |||||||||
After-tax proceeds on sales of ACD | $ 1,198.5 | |||||||||
Pre-tax gain (loss) on sale of businesses | 1,080.2 | |||||||||
Gain (loss) on disposal of discontinued operation, net of tax | 702.1 | |||||||||
Results of discontinued FMC ACD operations: | ||||||||||
Revenue | 0 | 196.8 | 194 | 574.6 | ||||||
Costs of sales and services | 0 | 156.5 | 149.2 | 457.4 | ||||||
Income (loss) from discontinued operations before income taxes | [2] | 7.7 | 30.7 | 1,096.4 | 91.9 | |||||
Provision for income taxes | 6 | 3.8 | 378.4 | 13.6 | ||||||
Total discontinued operations of FMC ACD, net of income taxes | 1.7 | 26.9 | 718 | 78.3 | ||||||
Less: discontinued operations of FMC ACD attributable to noncontrolling interests | 0 | 1.7 | 0 | 5.2 | ||||||
Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders | 1.7 | 25.2 | 718 | 73.1 | ||||||
Profit before tax attributable to noncontrolling interest holders | 0 | 1.9 | 0 | 6.1 | ||||||
Allocated interest expense | 0 | 2.1 | 2.2 | 6.1 | ||||||
Divestiture related costs | 0 | 1 | 15 | 1 | ||||||
Major classes of assets and liabilities: | ||||||||||
Current assets of discontinued operations held for sale (primarily trade receivables and inventories) | 203.3 | |||||||||
Property, plant & equipment | [3] | 378.6 | ||||||||
Other non-current assets | [3] | 22.9 | ||||||||
Total assets of discontinued operations held for sale | 604.8 | |||||||||
Current liabilities of discontinued operations held for sale | (88.4) | |||||||||
Noncurrent liabilities of discontinued operations held for sale | [3] | (4.7) | ||||||||
Total liabilities of discontinued operations held for sale | (93.1) | |||||||||
Net Assets | $ 511.7 | |||||||||
Discontinued operations, net of income taxes | 1.7 | 26.9 | 718 | 78.3 | ||||||
Discontinued operations of FMC Peroxygens, net of income tax benefit (expense) of zero for the three and nine months ended 2015 and zero and ($29.3) for the three and nine months ended 2014, respectively | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Pre-tax gain (loss) on sale of businesses | $ (10.1) | |||||||||
Gain (loss) on disposal of discontinued operation, net of tax | (33.4) | |||||||||
Major classes of assets and liabilities: | ||||||||||
Discontinued operations, net of income taxes | $ 0 | [4] | $ 0 | [4] | $ 0 | $ (40) | ||||
Proceeds from divestitures | $ 199.1 | |||||||||
[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] | For the three months ended September 30, 2015 and 2014, respectively, amounts include approximately zero and $1.9 million attributable to noncontrolling interests, zero and $2.1 million of allocated interest expense, zero and $1.0 million of divestiture related charges. For the nine months ended September 30, 2015 and 2014, respectively, amounts include approximately zero and $6.1 million attributable to noncontrolling interests, $2.2 million and $6.1 million of allocated interest expense, $15.0 million and $1.0 million 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. | |||||||||
[3] | Presented as "Noncurrent assets\liabilities of discontinued operations held for sale" on the condensed consolidated balance sheet as of December 31, 2014. | |||||||||
[4] | 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 ($33.4 million net of tax). The net of tax loss was driven by the final allocation of the proceeds. |
Environmental Obligations (Deta
Environmental Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||||
Environmental reserves, long-term | $ 163.1 | $ 209.9 | |||||
Environmental loss contingencies, net of expected recoveries, in excess of accrual | 210 | ||||||
Recorded Recoveries [Roll Forward] | |||||||
Environmental charges, net | $ 7.5 | $ 34.8 | $ 25.5 | $ 56.9 | |||
Continuing Operations [Member] | |||||||
Recorded Recoveries [Roll Forward] | |||||||
Environmental charges, net | [1] | 2.9 | 17.3 | 8.3 | 20 | ||
Discontinued Operations [Member] | |||||||
Recorded Recoveries [Roll Forward] | |||||||
Environmental charges, net | [2] | 4.6 | 17.5 | 17.2 | 36.9 | ||
Other Liabilities [Member] | |||||||
Recorded Recoveries [Roll Forward] | |||||||
Environmental charges, net | [3] | 7.5 | 34.8 | 25.5 | 62.1 | ||
Other Assets [Member] | |||||||
Recorded Recoveries [Roll Forward] | |||||||
Environmental Recoveries, beginning | 29.9 | ||||||
Increase in Recoveries | 0 | ||||||
Cash Received | (4) | ||||||
Environmental Recoveries, ending | 25.9 | 25.9 | |||||
Environmental charges, net | [4] | 0 | $ 0 | 0 | $ 5.2 | ||
Gross [Member] | |||||||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||||
Total environmental reserves at December 31, 2014 | 296.2 | ||||||
Provision/(benefit) | 25.5 | ||||||
(Spending)/recoveries | (37.5) | ||||||
Total environmental reserves at September 30, 2015 | 284.2 | 284.2 | |||||
Environmental reserves, current | [5] | 117.1 | |||||
Environmental reserves, long-term | [6] | 167.1 | |||||
Total environmental reserves, net of recoveries at end of period | 284.2 | 296.2 | 284.2 | 296.2 | |||
Recoveries [Member] | |||||||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||||
Total environmental reserves at December 31, 2014 | [7] | (11.9) | |||||
Provision/(benefit) | [7] | 0 | |||||
(Spending)/recoveries | [7] | 4.2 | |||||
Total environmental reserves at September 30, 2015 | [7] | (7.7) | (7.7) | ||||
Environmental reserves, current | [5],[7] | (3.7) | |||||
Environmental reserves, long-term | [6],[7] | (4) | |||||
Total environmental reserves, net of recoveries at end of period | [7] | (7.7) | (11.9) | (7.7) | (11.9) | ||
Net [Member] | |||||||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||||
Total environmental reserves at December 31, 2014 | 284.3 | ||||||
Provision/(benefit) | 25.5 | ||||||
(Spending)/recoveries | (33.3) | ||||||
Total environmental reserves at September 30, 2015 | 276.5 | 276.5 | |||||
Environmental reserves, current | [5] | 113.4 | |||||
Environmental reserves, long-term | [6] | 163.1 | |||||
Total environmental reserves, net of recoveries at end of period | $ 276.5 | $ 284.3 | $ 276.5 | $ 284.3 | |||
[1] | Recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss), see Note 7. 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. | ||||||
[2] | Recorded as a component of “Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss), see Note 9. | ||||||
[3] | See above roll forward of our total environmental reserves as presented on the condensed consolidated balance sheets. | ||||||
[4] | See above roll forward of our total environmental recoveries as presented on the condensed consolidated balance sheets. | ||||||
[5] | These amounts are included within "Accrued and other liabilities" on the condensed consolidated balance sheets. | ||||||
[6] | These amounts are included in “Environmental liabilities, continuing and discontinued” on the condensed consolidated balance sheets. | ||||||
[7] | 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. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Antidilutive shares excluded from diluted EPS | 1,383 | 267 | 1,692 | 371 |
Earnings (loss) attributable to FMC stockholders: | ||||
Continuing operations, net of income taxes | $ 2.6 | $ 51.6 | $ (5.7) | $ 241.1 |
Discontinued operations, net of income taxes | (5) | 4.7 | 698.8 | (10.1) |
Net income (loss) attributable to FMC stockholders | (2.4) | 56.3 | 693.1 | 231 |
Less: Distributed and undistributed earnings allocable to restricted award holders | 0 | (0.2) | 0 | (0.6) |
Net income (loss) allocable to common stockholders | $ (2.4) | $ 56.1 | $ 693.1 | $ 230.4 |
Basic earnings (loss) per common share attributable to FMC stockholders: | ||||
Continuing operations (in USD per share) | $ 0.02 | $ 0.39 | $ (0.04) | $ 1.81 |
Discontinued operations (in USD per share) | (0.04) | 0.03 | 5.22 | (0.08) |
Net income (loss) attributable to FMC stockholders (in USD per share) | (0.02) | 0.42 | 5.18 | 1.73 |
Diluted earnings (loss) per common share attributable to FMC stockholders: | ||||
Continuing operations (in USD per share) | 0.02 | 0.39 | (0.04) | 1.80 |
Discontinued operations (in USD per share) | (0.04) | 0.03 | 5.22 | (0.08) |
Net income (loss) attributable to FMC stockholders (in USD per share) | $ (0.02) | $ 0.42 | $ 5.18 | $ 1.72 |
Shares: | ||||
Weighted average number of shares of common stock outstanding - Basic | 133,764 | 133,409 | 133,679 | 133,288 |
Weighted average additional shares assuming conversion of potential common shares | 611 | 936 | 0 | 997 |
Shares – diluted basis | 134,375 | 134,345 | 133,679 | 134,285 |
Equity Rollforward of Stockhold
Equity Rollforward of Stockholders Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Balance at December 31, 2014 | $ 1,564 | |||||
Net income (loss) | $ 0.4 | $ 60.1 | 701.2 | $ 243.8 | ||
Stock compensation plans | 17.3 | |||||
Excess tax benefits from share-based compensation | 1.6 | |||||
Shares for benefit plan trust | (2.4) | |||||
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax | 7.7 | 5.5 | 22 | [1] | 18.1 | |
Net hedging gains/(losses) and other, net of income tax | (1.9) | $ 0.5 | 1.4 | [1] | $ 7.2 | |
Foreign currency translation adjustments | [1] | (81) | ||||
Dividends ($0.495 per share) | (66.3) | |||||
Repurchases of common stock | (3.2) | |||||
Balance at September 30, 2015 | 2,154.6 | $ 2,154.6 | ||||
Dividends paid (in USD per share) | $ 0.495 | |||||
FMC Shareholders' Equity [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Balance at December 31, 2014 | $ 1,530.5 | |||||
Net income (loss) | 693.1 | |||||
Stock compensation plans | 17.3 | |||||
Excess tax benefits from share-based compensation | 1.6 | |||||
Shares for benefit plan trust | (2.4) | |||||
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax | [1] | 22 | ||||
Net hedging gains/(losses) and other, net of income tax | [1] | 1.4 | ||||
Foreign currency translation adjustments | [1] | (80.3) | ||||
Dividends ($0.495 per share) | (66.3) | |||||
Repurchases of common stock | (3.2) | |||||
Balance at September 30, 2015 | 2,113.7 | 2,113.7 | ||||
Noncontrolling Interest [Member] | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Balance at December 31, 2014 | 33.5 | |||||
Net income (loss) | 8.1 | |||||
Stock compensation plans | 0 | |||||
Excess tax benefits from share-based compensation | 0 | |||||
Shares for benefit plan trust | 0 | |||||
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax | [1] | 0 | ||||
Net hedging gains/(losses) and other, net of income tax | [1] | 0 | ||||
Foreign currency translation adjustments | [1] | (0.7) | ||||
Dividends ($0.495 per share) | 0 | |||||
Repurchases of common stock | 0 | |||||
Balance at September 30, 2015 | $ 40.9 | $ 40.9 | ||||
[1] | See condensed consolidated statements of comprehensive income (loss). |
Schedule of Accumulated Other C
Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax, beginning | $ (375.8) | $ (201.9) | |
Other comprehensive income (loss) before reclassifications | [1] | (84) | (31.4) |
Amounts reclassified from accumulated other comprehensive income (loss) | 27.1 | 69.4 | |
Accumulated other comprehensive income (loss), net of tax, ending | (432.7) | (163.9) | |
Foreign currency adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax, beginning | (50.4) | (25.3) | |
Other comprehensive income (loss) before reclassifications | [1] | (80.3) | (36.9) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 49.6 | |
Accumulated other comprehensive income (loss), net of tax, ending | (130.7) | (12.6) | |
Derivative Instruments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax, beginning | [2] | (3.9) | (6.1) |
Other comprehensive income (loss) before reclassifications | [1],[2] | 3.7 | 5.3 |
Amounts reclassified from accumulated other comprehensive income (loss) | [2] | (2.3) | 1.9 |
Accumulated other comprehensive income (loss), net of tax, ending | [2] | (2.5) | 1.1 |
Pension and other postretirement benefits [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax, beginning | [3] | (321.5) | (170.5) |
Other comprehensive income (loss) before reclassifications | [1],[3] | (7.4) | 0.2 |
Amounts reclassified from accumulated other comprehensive income (loss) | [3] | 29.4 | 17.9 |
Accumulated other comprehensive income (loss), net of tax, ending | [3] | $ (299.5) | $ (152.4) |
[1] | Excludes foreign currency translation adjustments attributable to noncontrolling interests. | ||
[2] | See Note 15 for more information. | ||
[3] | See Note 13 for more information. |
Equity Reclassification Out of
Equity Reclassification Out of Accumulated Other Comprehensive Income (Details) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Discontinued operations, net of income taxes | $ (5) | $ 4.7 | $ 698.8 | $ (10.1) | ||
Costs of sales and services | 610.4 | 535.6 | 1,600.4 | 1,478.3 | ||
Selling, general and administrative expenses | 137 | 140.7 | 590.9 | 374.9 | ||
Income from continuing operations before income taxes | (19.7) | 57.3 | (54) | 323.3 | ||
Provision for income taxes | 25.1 | (3.6) | 56.4 | (74.6) | ||
Amount included in net income | 0.4 | 60.1 | 701.2 | 243.8 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Amount included in net income | [1] | (7.6) | (4.9) | (27.1) | (69.4) | |
Foreign currency translation adjustments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Discontinued operations, net of income taxes | [1],[2] | 0 | 0 | 0 | (49.6) | |
Derivative Instruments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Income from continuing operations before income taxes | [1] | 0.8 | 0.5 | 4.3 | (2.7) | |
Provision for income taxes | [1] | (0.4) | (0.2) | (2) | 0.8 | |
Amount included in net income | [1] | 0.4 | 0.3 | 2.3 | (1.9) | |
Amortization of prior service costs [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Selling, general and administrative expenses | [1],[3] | (0.1) | (0.4) | (0.7) | (1.3) | |
Amortization of unrecognized net actuarial and other gains (losses) [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Selling, general and administrative expenses | [1],[3] | (12.3) | (7.3) | (40) | (22.4) | |
Recognized loss due to settlement and curtailment [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Selling, general and administrative expenses | [1],[3] | 0 | [4] | (0.5) | (5.3) | (4.1) |
Pension and other postretirement benefits [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Income from continuing operations before income taxes | [1] | (12.4) | (8.2) | (46) | (27.8) | |
Provision for income taxes | [1] | 4.4 | 3 | 16.6 | 9.9 | |
Amount included in net income | [1] | (8) | (5.2) | (29.4) | (17.9) | |
Foreign currency contracts [Member] | Derivative Instruments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Costs of sales and services | [1] | 11.1 | (0.2) | 29 | (3.5) | |
Selling, general and administrative expenses | [1] | (9) | 0.9 | (20.9) | (0.5) | |
Energy contracts [Member] | Derivative Instruments [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||
Costs of sales and services | [1] | $ (1.3) | $ (0.2) | $ (3.8) | $ 1.3 | |
[1] | Amounts in parentheses indicate charges to the condensed consolidated statements of income (loss). | |||||
[2] | 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. | |||||
[3] | 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. | |||||
[4] | The loss due to curtailment for the nine months ended September 30, 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). |
Equity Additional Information (
Equity Additional Information (Details) - USD ($) $ in Millions | Oct. 15, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Subsequent Event [Line Items] | ||||
Dividend paid | [1] | $ 64.3 | $ 58.1 | |
Stock repurchase program, remaining authorized repurchase amount | $ 250 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividend paid | $ 22.1 | |||
Dividends payable, date to be paid | Oct. 15, 2015 | |||
[1] | See Note 12 regarding quarterly cash dividend. |
Pensions and Other Postretire64
Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Components of net annual benefit cost (income): | |||||||
Recognized loss due to curtailment | $ (5.3) | $ 0 | |||||
Pension Plan [Member] | |||||||
Components of net annual benefit cost (income): | |||||||
Service cost | $ 2.2 | $ 3.2 | 9.8 | 13 | |||
Interest cost | 15.2 | 15.7 | 45.9 | 46.7 | |||
Expected return on plan assets | (22.3) | (21.6) | (66.8) | (64.8) | |||
Amortization of prior service cost (credit) | 0.1 | 0.4 | 0.6 | 1.3 | |||
Recognized net actuarial and other (gain) loss | 12.8 | 7.1 | 41 | 22.8 | |||
Recognized loss due to curtailment | [1] | 0 | 0 | 4.8 | 0 | ||
Recognized loss due to settlement | [2] | 0 | 0.5 | 0 | 4.1 | ||
Net periodic benefit cost | 8 | [3] | 5.3 | [3] | 35.3 | 23.1 | |
Other Postretirement Benefit Plan [Member] | |||||||
Components of net annual benefit cost (income): | |||||||
Service cost | 0.1 | 0.1 | 0.1 | 0.1 | |||
Interest cost | 0.2 | 0.2 | 0.7 | 0.8 | |||
Expected return on plan assets | 0 | 0 | 0 | 0 | |||
Amortization of prior service cost (credit) | 0 | 0 | 0.1 | 0 | |||
Recognized net actuarial and other (gain) loss | (0.4) | (0.4) | (0.9) | (1.2) | |||
Recognized loss due to curtailment | [1] | 0 | 0 | 0.5 | 0 | ||
Recognized loss due to settlement | [2] | 0 | 0 | 0 | 0 | ||
Net periodic benefit cost | $ (0.1) | [3] | $ (0.1) | [3] | 0.5 | (0.3) | |
U.S. Defined Benefit Pension Plan [Member] | |||||||
Pension and Other Postretirement Benefit Contributions [Abstract] | |||||||
Voluntary cash contributions made to U.S. defined benefit pension plan | $ 65 | $ 50 | |||||
[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 represents both continuing and discontinued operations. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||||
Income Tax Disclosure [Abstract] | |||||||||
Brazilian Statutory Tax Rate | 34.00% | ||||||||
Continuing operations | $ (19.7) | $ 57.3 | $ (54) | $ 323.3 | |||||
Income tax expense | $ (25.1) | $ 3.6 | $ (56.4) | $ 74.6 | |||||
Effective tax rate (percent) | 127.40% | 6.30% | 104.40% | 23.10% | |||||
Discrete Items, Before Tax: | |||||||||
Acquisition related charges | [1] | $ 0 | $ 36.5 | $ 211.7 | $ 36.5 | ||||
Currency remeasurement | [2] | 2.2 | 5.2 | 26.2 | 17.6 | ||||
Other discrete items (3) | [3] | 48.7 | 27 | 84.1 | 54.3 | ||||
Tax only discrete items | [4] | 0 | 0 | 0 | 0 | ||||
Total discrete items | 50.9 | 68.7 | 322 | 108.4 | |||||
Continuing operations, before discrete items | 31.2 | 126 | 268 | 431.7 | |||||
Discrete Items, Tax: | |||||||||
Acquisition related charges | [1] | 0 | 11.4 | 77.8 | 11.4 | ||||
Currency remeasurement | [2] | (2.1) | 2.9 | 1.8 | 3.6 | ||||
Other discrete items (3) | [3] | 5 | 11.2 | 14.2 | 19 | ||||
Tax only discrete items | [4] | 19 | 5.1 | 19.9 | 6.2 | ||||
Total discrete items | 21.9 | 30.6 | 113.7 | 40.2 | |||||
Continuing operations, before discrete items | $ (3.2) | $ 34.2 | $ 57.3 | $ 114.8 | |||||
Estimated Annualized Effective Tax Rate (EAETR) (percent) | (10.30%) | [4] | 27.10% | [4] | 21.40% | [5] | 26.60% | [5] | |
[1] | Due to the nature of acquisition-related charges incurred in the third quarter of 2015, 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 nine months ended September 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 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 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)Primarily represents restructuring activities. | ||||||||
[3] | Primarily represents restructuring activities. | ||||||||
[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] | See below "Explanation of changes in EAETR" for more information regarding the changes in the EAETR. |
Financial Instruments, Risk M66
Financial Instruments, Risk Management and Fair Value Measurements Narrative (Details) MMBTU in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)MMBTU | Dec. 31, 2014USD ($) | |
Derivative [Line Items] | ||
Estimated fair value of debt | $ 2,233.2 | $ 1,773.2 |
Carrying value of debt | 2,169.7 | $ 1,678.6 |
Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Cash flow hedge gain (loss) to be reclassified within 12 months | (1.9) | |
Cash flow hedge gain (loss) to be reclassified after 12 months | (1.8) | |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 539 | |
Designated as Hedging Instrument [Member] | Energy contracts [Member] | ||
Derivative [Line Items] | ||
Nonmonetary notional amount of price risk cash flow hedge | MMBTU | 1.7 | |
Designated as Hedging Instrument [Member] | Foreign Currency and Energy Contracts [Member] | ||
Derivative [Line Items] | ||
Cumulative changes in net gain (loss) from cash flow hedges | $ (3.7) | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Derivative notional amount | 1,763 | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Cumulative changes in net gain (loss) from cash flow hedges | (2.7) | |
Cash Flow Hedging [Member] | Designated as Hedging Instrument [Member] | Energy contracts [Member] | ||
Derivative [Line Items] | ||
Cumulative changes in net gain (loss) from cash flow hedges | $ (1) |
Financial Instruments, Risk M67
Financial Instruments, Risk Management and Fair Value Measurements, Derivatives Fair Value Balance Sheet Presentation (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | [1] | $ 45.6 | $ 32.5 |
Gross Amounts Offset in the Consolidated Balance Sheet | [2] | 0 | 0 |
Net Amounts, Assets | [1] | 22.4 | 28.6 |
Gross Amount of Derivatives, Liabilities | [3] | (30.1) | (125) |
Net Amounts, Liabilities | [3] | (6.9) | (121.1) |
Net derivative assets/(liabilities) | 15.5 | (92.5) | |
Fair Value by Asset Class [Domain] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [1],[2] | (23.2) | (3.9) |
Derivative Financial Instruments, Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [2],[3] | 23.2 | 3.9 |
Foreign Exchange Contract [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 45.6 | 32.2 | |
Gross Amounts Offset in the Consolidated Balance Sheet | [2] | (23.2) | (3.6) |
Net Amounts, Assets | 22.4 | 28.6 | |
Foreign Exchange Contract [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [2] | 23.2 | 3.6 |
Gross Amount of Derivatives, Liabilities | (28.5) | (117.4) | |
Net Amounts, Liabilities | (5.3) | (113.8) | |
Energy Contracts [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 0.3 | ||
Gross Amounts Offset in the Consolidated Balance Sheet | [2] | (0.3) | |
Net Amounts, Assets | 0 | ||
Energy Contracts [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [2] | 0 | 0.3 |
Gross Amount of Derivatives, Liabilities | (1.6) | (7.6) | |
Net Amounts, Liabilities | (1.6) | (7.3) | |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | [1] | 22.1 | 17.4 |
Gross Amount of Derivatives, Liabilities | [3] | (27.5) | (25) |
Net derivative assets/(liabilities) | (5.4) | (7.6) | |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 22.1 | 17.1 | |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Liabilities | (25.9) | (17.4) | |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Energy Contracts [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 0.3 | ||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Energy Contracts [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Liabilities | (1.6) | (7.6) | |
Derivatives Not Designated as Hedging Instruments [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | [1] | 23.5 | 15.1 |
Gross Amount of Derivatives, Liabilities | [3] | (2.6) | (100) |
Net derivative assets/(liabilities) | 20.9 | (84.9) | |
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Contract [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 23.5 | 15.1 | |
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Contract [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Liabilities | (2.6) | (100) | |
Derivatives Not Designated as Hedging Instruments [Member] | Energy Contracts [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 0 | ||
Derivatives Not Designated as Hedging Instruments [Member] | Energy Contracts [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Liabilities | $ 0 | $ 0 | |
[1] | Net balance is included in “Prepaid and other current assets” in the condensed consolidated balance sheets. | ||
[2] | Represents net derivatives positions subject to master netting arrangements. | ||
[3] | Net balance is included in “Accrued and other liabilities” in the condensed consolidated balance sheets. |
Financial Instruments, Risk M68
Financial Instruments, Risk Management and Fair Value Measurements, Derivatives Gain (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Unrealized hedging gains (losses) and other, net of tax | $ (1.5) | $ 0.8 | $ 3.7 | $ 5.3 | ||
Effective portion | [1] | (0.4) | (0.3) | (2.1) | 1.9 | |
Ineffective portion | [1] | (0.2) | 0 | |||
Total derivative instrument impact on comprehensive income, net of tax | (1.9) | 0.5 | 1.4 | [2] | 7.2 | |
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | (172.1) | |||||
Foreign Exchange Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Total derivative instrument impact on comprehensive income, net of tax | (2.2) | 0.6 | (2.1) | 6.9 | ||
Energy Contracts [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Total derivative instrument impact on comprehensive income, net of tax | 0.3 | (0.1) | 3.6 | 0.3 | ||
Other Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Total derivative instrument impact on comprehensive income, net of tax | 0 | 0 | (0.1) | 0 | ||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Unrealized hedging gains (losses) and other, net of tax | (1) | 1 | 2.6 | 4.1 | ||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Foreign Exchange Contract [Member] | Cost of Sales and Services [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Effective portion | [1] | (1.2) | (0.4) | (4.5) | 2.8 | |
Ineffective portion | [1] | (0.2) | 0 | |||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Energy Contracts [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Unrealized hedging gains (losses) and other, net of tax | (0.5) | (0.2) | 1.2 | 1.2 | ||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Energy Contracts [Member] | Cost of Sales and Services [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Effective portion | [1] | 0.8 | 0.1 | 2.4 | (0.9) | |
Ineffective portion | [1] | 0 | 0 | |||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Other Contract [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Unrealized hedging gains (losses) and other, net of tax | 0 | 0 | (0.1) | 0 | ||
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Other Contract [Member] | Interest Expense [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Effective portion | [1] | 0 | 0 | 0 | 0 | |
Ineffective portion | [1] | 0 | 0 | |||
Derivatives Not Designated as Hedging Instruments [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | [3] | (7) | (28.8) | (186.9) | (27.5) | |
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Contract [Member] | Cost of Sales and Services [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | [3] | (7) | (7.6) | (14.8) | (6.3) | |
Derivatives Not Designated as Hedging Instruments [Member] | Foreign Exchange Contract [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||||
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | [3],[4] | $ 0 | $ (21.2) | $ (172.1) | $ (21.2) | |
[1] | See Note 12 for classification of amounts within the condensed consolidated statements of income (loss). | |||||
[2] | See condensed consolidated statements of comprehensive income (loss). | |||||
[3] | Amounts in the columns represent the gain or loss on the derivative instrument offset by the gain or loss on the hedged item. | |||||
[4] | Charges represent a loss on the Cheminova acquisition hedge. See Note 3 within these condensed consolidated financial statements for more information. |
Financial Instruments, Risk M69
Financial Instruments, Risk Management and Fair Value Measurements, Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | |||||
Assets | ||||||||||
Derivatives – Foreign exchange | [1] | $ 45.6 | $ 45.6 | $ 32.5 | ||||||
Total Gains (Losses) for the Period | (69.3) | $ (1.3) | (81.5) | $ (7.9) | ||||||
Liabilities | ||||||||||
Derivative Liabilities | [2] | 30.1 | 30.1 | 125 | ||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||
Assets | ||||||||||
Other | 27.1 | [3] | 27.1 | [3] | 30.9 | [4] | ||||
Total assets | 27.1 | 27.1 | 30.9 | |||||||
Liabilities | ||||||||||
Other | 30.4 | [5] | 30.4 | [5] | 33.1 | [6] | ||||
Total liabilities | 30.4 | 30.4 | 33.1 | |||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Foreign Exchange Contract [Member] | ||||||||||
Assets | ||||||||||
Derivatives – Foreign exchange | 0 | [7] | 0 | [7] | 0 | [8] | ||||
Liabilities | ||||||||||
Derivative Liabilities | 0 | [7] | 0 | [7] | 0 | [8] | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Energy Contracts [Member] | ||||||||||
Liabilities | ||||||||||
Derivative Liabilities | 0 | [7] | 0 | [7] | 0 | [8] | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||
Assets | ||||||||||
Other | 0 | [3] | 0 | [3] | 0 | [4] | ||||
Total assets | 22.4 | 22.4 | 28.6 | |||||||
Liabilities | ||||||||||
Other | 0.2 | [5] | 0.2 | [5] | 0.6 | [6] | ||||
Total liabilities | 7.1 | 7.1 | 121.7 | |||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Contract [Member] | ||||||||||
Assets | ||||||||||
Derivatives – Foreign exchange | 22.4 | [7] | 22.4 | [7] | 28.6 | [8] | ||||
Liabilities | ||||||||||
Derivative Liabilities | 5.3 | [7] | 5.3 | [7] | 113.8 | [8] | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Energy Contracts [Member] | ||||||||||
Liabilities | ||||||||||
Derivative Liabilities | 1.6 | [7] | 1.6 | [7] | 7.3 | [8] | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Assets | ||||||||||
Other | 0 | [3] | 0 | [3] | 0 | [4] | ||||
Total assets | 0 | 0 | 0 | |||||||
Liabilities | ||||||||||
Other | 0 | [5] | 0 | [5] | 0 | [6] | ||||
Total liabilities | 0 | 0 | 0 | |||||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Foreign Exchange Contract [Member] | ||||||||||
Assets | ||||||||||
Derivatives – Foreign exchange | 0 | [7] | 0 | [7] | 0 | [8] | ||||
Liabilities | ||||||||||
Derivative Liabilities | 0 | [7] | 0 | [7] | 0 | [8] | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Energy Contracts [Member] | ||||||||||
Liabilities | ||||||||||
Derivative Liabilities | 0 | [7] | 0 | [7] | 0 | [8] | ||||
Fair Value, Measurements, Nonrecurring [Member] | ||||||||||
Assets | ||||||||||
Total Gains (Losses) for the Period | [9] | (3.1) | ||||||||
Total Gains (Losses) for the Period | (40.1) | (3.1) | ||||||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||||||
Assets | ||||||||||
Total assets | 0 | 0 | 0 | |||||||
Consagro net assets held for sale | [10] | $ 0 | ||||||||
Long-lived assets associated with exit activities | [9] | 0 | ||||||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||
Assets | ||||||||||
Total assets | 0 | 0 | 0 | |||||||
Consagro net assets held for sale | [10] | 0 | ||||||||
Long-lived assets associated with exit activities | [9] | 0 | ||||||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||||
Assets | ||||||||||
Total assets | 59.1 | 59.1 | 0 | |||||||
Consagro net assets held for sale | [10] | 59.1 | ||||||||
Long-lived assets associated with exit activities | [9] | 0 | ||||||||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||||
Assets | ||||||||||
Other | 27.1 | [3] | 27.1 | [3] | 30.9 | [4] | ||||
Total assets | 49.5 | 49.5 | 59.5 | |||||||
Liabilities | ||||||||||
Other | 30.6 | [5] | 30.6 | [5] | 33.7 | [6] | ||||
Total liabilities | 37.5 | 37.5 | 154.8 | |||||||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Foreign Exchange Contract [Member] | ||||||||||
Assets | ||||||||||
Derivatives – Foreign exchange | 22.4 | [7] | 22.4 | [7] | 28.6 | [8] | ||||
Liabilities | ||||||||||
Derivative Liabilities | 5.3 | [7] | 5.3 | [7] | 113.8 | [8] | ||||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Energy Contracts [Member] | ||||||||||
Liabilities | ||||||||||
Derivative Liabilities | 1.6 | [7] | 1.6 | [7] | 7.3 | [8] | ||||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||||||||
Assets | ||||||||||
Total assets | 59.1 | 59.1 | 0 | |||||||
Consagro net assets held for sale | [10] | $ 59.1 | ||||||||
Long-lived assets associated with exit activities | [9] | $ 0 | ||||||||
Consagro [Member] | ||||||||||
Assets | ||||||||||
Total Gains (Losses) for the Period | $ (40.1) | (40.1) | ||||||||
Consagro [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||||||||
Assets | ||||||||||
Total Gains (Losses) for the Period | [10] | $ (40.1) | ||||||||
[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] | 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. | |||||||||
[4] | 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. | |||||||||
[5] | 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. | |||||||||
[6] | 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. | |||||||||
[7] | See the Fair Value of Derivative Instruments table within this Note for classifications on the condensed consolidated balance sheet. | |||||||||
[8] | See the Fair Value of Derivative Instruments table within this Note for classification on the condensed consolidated balance sheet. | |||||||||
[9] | 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. | |||||||||
[10] | (1)Represents our Consagro business which was classified as held for sale as of September 30, 2015, net of the impairment charge of $40.1 million. The impairment charge was calculated based on the signed definitive agreement. See Note 7 for more information. |
Guarantees, Commitments, and 70
Guarantees, Commitments, and Contingencies, Guarantees (Details) $ in Millions | Sep. 30, 2015USD ($) | |
Guarantor Obligations [Line Items] | ||
Guarantees | $ 92.1 | |
Guarantees of Vendor Financing [Member] | ||
Guarantor Obligations [Line Items] | ||
Guarantees | 65.7 | [1] |
Other debt guarantees [Member] | ||
Guarantor Obligations [Line Items] | ||
Guarantees | $ 26.4 | [2] |
[1] | Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.” | |
[2] | These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions 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. |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | $ 830.7 | $ 819.1 | $ 2,377.2 | $ 2,370.9 | |
Operating profit before the items listed below | 94.6 | 150.5 | 377 | 478.5 | |
Interest expense, net | (20.2) | (12.8) | (58.9) | (37.6) | |
Restructuring and other (charges) income | [1] | (45.6) | (35.6) | (78.2) | (44.9) |
Non-operating pension and postretirement (charges) income | [2] | (5.5) | (1.5) | (19.9) | (8.4) |
Business separation costs | [3] | 0 | (6.8) | 0 | (23.6) |
Acquisition related charges | [4] | (43) | (36.5) | (274) | (40.7) |
(Provision) benefit for income taxes | 25.1 | (3.6) | 56.4 | (74.6) | |
Discontinued operations, net of income taxes | (5) | 6.4 | 698.8 | (4.9) | |
Net income attributable to noncontrolling interests | (2.8) | (3.8) | (8.1) | (12.8) | |
Net income (loss) attributable to FMC stockholders | (2.4) | 56.3 | 693.1 | 231 | |
Acquisition-related charges | 43 | 36.5 | 274 | 40.7 | |
Operating Segments [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Operating profit | 108.2 | 165.7 | 423 | 530.6 | |
FMC Agricultural Solutions [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 577.6 | 548.8 | 1,595.6 | 1,546.9 | |
Operating profit | 59.4 | 116.7 | 262.6 | 367.5 | |
Restructuring and other (charges) income | (24.1) | (17) | (47.2) | (17) | |
FMC Health and Nutrition [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 195.9 | 203.1 | 613.5 | 636.4 | |
Operating profit | 47 | 43.7 | 148.5 | 143.7 | |
Restructuring and other (charges) income | (16.6) | 0 | (20.6) | (5.9) | |
FMC Lithium [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Revenue | 57.2 | 67.2 | 168.1 | 187.6 | |
Operating profit | 1.8 | 5.3 | 11.9 | 19.4 | |
Restructuring and other (charges) income | 0 | (0.1) | (0.5) | 0 | |
Corporate [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Operating profit | (13.6) | (15.2) | (46) | (52.1) | |
Restructuring and other (charges) income | (4.9) | (18.5) | (9.9) | (22) | |
Cheminova [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Payments for cash flow hedge, accrued and paid in current period | (165.2) | ||||
Acquisition-related charges | 43 | 36.5 | 274 | 36.5 | |
Selling, General and Administrative Expenses [Member] | Cheminova [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Legal and professional fees | [5] | 14.2 | 15.3 | 53.8 | 15.3 |
Payments for cash flow hedge, accrued and paid in current period | [5] | 0 | 21.2 | 172.1 | 21.2 |
Cost of Sales and Services [Member] | Cheminova [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Inventory fair value step-up amortization | [6] | 28.8 | 0 | 48.1 | 0 |
Cost of Sales and Services [Member] | EPAX [Member] | |||||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||||
Inventory fair value step-up amortization | [6] | $ 0 | $ 0 | $ 0 | $ 4.2 |
[1] | See Note 7 for details of restructuring and other charges (income). Below provides the detail the charges (income) by segment:FMC Agricultural Solutions - $(24.1) million and $(17.0) million for the three months ended September 30, 2015 and 2014, respectively, and $(47.2) million and $(17.0) million for the nine months ended September 30, 2015 and 2014, respectively; FMC Health and Nutrition - $(16.6) million and $0 for the three months ended September 30, 2015 and 2014, respectively, and $(20.6) million and $(5.9) million for the nine months ended September 30, 2015 and 2014, respectively; FMC Lithium - $0 and $(0.1) million for the three months ended September 30, 2015 and 2014, respectively, and $(0.5) million and $0 for the nine months ended September 30, 2015 and 2014, respectively; Corporate - $(4.9) million and $(18.5) million for the three months ended September 30, 2015 and 2014, respectively, and $(9.9) million and $(22.0) million for the nine months ended September 30, 2015 and 2014, respectively; Restructuring and other (charges) income - $(45.6) million and $(35.6) million for the three months ended September 30, 2015 and 2014, respectively, and $(78.2) million and $(44.9) million for the nine months ended September 30, 2015 and 2014, respectively. | ||||
[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] | 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 nine months ended September 30, 2014 represent charges associated with the planned separation activities through September 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: Acquisition-related charges - Cheminova: legal and professional fees (1) of $14.2 million and $15.3, million for the three months ended September 30, 2015 and 2014, respectively,and $53.8 million and $15.3 million for the nine months ended September 30, 2015 and 2014, respectively; inventory fair value amortization (2) of $28.8 million and $0.0 million for the three months ended September 30, 2015 and 2014, respectively, and $48.1 million and $0 million for the nine months ended September 30, 2015 and 2014, respectively; Gain/(loss) on hedging purchase price (1) of $0 and $21.2 million for the three months ended September 30, 2015 and 2014, respectively, and $172.1 million and $21.2 million or the nine months ended September 30, 2015 and 2014, respectively. Acquisition-related charges - Epax: inventory fair value amortization (2) of $0 and $0 for the three months ended September 30, 2015 and 2014, respectively, and $0 and $4.2 million for the nine months ended September 30, 2015 and 2014, respectively. Total acquisition-related charges $43.0 million and $36.5 million for the three months ended September 30, 2015 and 2014, respectively, and $274.0 million and $40.7 million for the nine months ended September 30, 2015 and 2014, respectively. (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.(2) On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” | ||||
[5] | On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” For more information see Note 3. | ||||
[6] | On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” |