Document and Entity Information
Document and Entity Information Document | 3 Months Ended |
Mar. 31, 2016shares | |
Document and Entity Information [Abstract] | |
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 | Mar. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
Entity Common Stock, Shares Outstanding | 133,751,548 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 798.8 | $ 659.4 |
Costs and Expenses | ||
Costs of sales and services | 517.4 | 408.7 |
Gross margin | 281.4 | 250.7 |
Selling, general and administrative expenses | 126.5 | 297.9 |
Research and development expenses | 36 | 26.6 |
Restructuring and other charges | 12.4 | 22.3 |
Total costs and expenses | 692.3 | 755.5 |
Income from continuing operations before equity in (earnings) loss of affiliates, interest expense, net and income taxes | 106.5 | (96.1) |
Equity in (earnings) loss of affiliates | 0 | 0.1 |
Interest expense, net | 20.8 | 14 |
Income (loss) from continuing operations before income taxes | 85.7 | (110.2) |
Provision (benefit) for income taxes | 30.9 | (49.1) |
Income (loss) from continuing operations | 54.8 | (61.1) |
Discontinued operations, net of income taxes | (6.1) | 15.6 |
Net income (loss) | 48.7 | (45.5) |
Less: Net income attributable to noncontrolling interests | 0.4 | 1.3 |
Net income (loss) attributable to FMC stockholders | 48.3 | (46.8) |
Amounts attributable to FMC stockholders: | ||
Continuing operations, net of income taxes | 54.4 | (62.4) |
Discontinued operations, net of income taxes | (6.1) | 15.6 |
Net income (loss) attributable to FMC stockholders | $ 48.3 | $ (46.8) |
Basic earnings (loss) per common share attributable to FMC stockholders: | ||
Continuing operations (in USD per share) | $ 0.41 | $ (0.47) |
Discontinued operations (in USD per share) | (0.05) | 0.12 |
Net income (loss) attributable to FMC stockholders (in USD per share) | 0.36 | (0.35) |
Diluted earnings (loss) per common share attributable to FMC stockholders: | ||
Continuing operations (in USD per share) | 0.41 | (0.47) |
Discontinued operations (in USD per share) | (0.05) | 0.12 |
Net income (loss) attributable to FMC stockholders (in USD per share) | $ 0.36 | $ (0.35) |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 48.7 | $ (45.5) | ||
Foreign currency adjustments: | ||||
Foreign currency translation gain (loss) arising during the period | 52.3 | (39.7) | ||
Total foreign currency translation adjustments | [1] | 52.3 | (39.7) | |
Derivative instruments: | ||||
Unrealized hedging gains (losses) and other, net of tax of ($.8) and $0.4 for the three ended March 31, 2016 and 2015, respectively | 2.3 | 2.3 | ||
Reclassification of deferred hedging (gains) losses and other, included in net income, net of tax of $1.2 and ($1.2) for the three months ended March 31, 2016 and 2015, respectively | [2] | 2.4 | (1.8) | |
Total derivative instruments, net of tax | 4.7 | [3] | 0.5 | |
Pension and other postretirement benefits: | ||||
Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax of zero and ($4.7) for the three months ended March 31, 2016 and 2015, respectively | [4] | 0 | (5.9) | |
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, net of tax of $3.6 and $6.7 for the three months ended March 31, 2016 and 2015, respectively | [2] | 6.3 | 11.7 | |
Total pension and other postretirement benefits, net of tax of $3.6 and $2.0 for the three months ended March 31, 2016 and 2015, respectively | 6.3 | [3] | 5.8 | |
Other comprehensive income (loss), net of tax | 63.3 | (33.4) | ||
Comprehensive income (loss) | 112 | (78.9) | ||
Less: Comprehensive income attributable to the noncontrolling interest | 0.5 | 1.3 | ||
Comprehensive income (loss) attributable to FMC stockholders | $ 111.5 | $ (80.2) | ||
[1] | Income taxes are not provided on the equity in undistributed earnings of our foreign subsidiaries or affiliates since it is our intention that such earnings will remain invested in those affiliates permanently. | |||
[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 13. | |||
[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 three months ended March 31, 2015 include adjustments to comprehensive income as the results of the disposal of our FMC Alkali Chemicals division. This disposal triggered a curtailment of our U.S. pension plans. See Note 14 for more information. |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized hedging gains (losses) and other, tax | $ (0.8) | $ 0.4 |
Reclassification of deferred hedging gains (losses) and other, included in net income, tax | 1.2 | (1.2) |
Total derivative instruments, tax | 0.4 | (0.8) |
Unrealized actuarial gains (losses) and prior service (costs) credits, tax | 0 | (4.7) |
Reclassification of net actuarial and other (gain) loss and amortization of prior service costs, included in net income, tax | 3.6 | 6.7 |
Total pension and other postretirement benefits, tax | $ 3.6 | $ 2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Assets, Current [Abstract] | ||
Cash and cash equivalents | $ 64.3 | $ 78.6 |
Trade receivables, net of allowance of $17.5 in 2016 and $13.9 in 2015 | 1,769.2 | 1,851.4 |
Inventories | 854.9 | 800.2 |
Prepaid and other current assets | 266.8 | 241.7 |
Total current assets | 2,955.2 | 2,971.9 |
Investments | 2.8 | 2.5 |
Property, plant and equipment, net | 1,027.8 | 1,016.4 |
Goodwill | 800.7 | 776.1 |
Other intangibles, net | 869.8 | 837 |
Other assets including long-term receivables, net | 451.5 | 435.1 |
Deferred income taxes | 282.6 | 286.9 |
Total assets | 6,390.4 | 6,325.9 |
Current liabilities | ||
Short-term debt and current portion of long-term debt | 114.2 | 112.6 |
Accounts payable, trade and other | 516.4 | 403.6 |
Advance payments from customers | 51 | 249.9 |
Accrued and other liabilities | 317.7 | 337.6 |
Accrued customer rebates | 336.2 | 256.1 |
Guarantees of vendor financing | 80.8 | 67.2 |
Accrued pension and other postretirement benefits, current | 6.4 | 6.4 |
Income taxes | 28.6 | 19.9 |
Total current liabilities | 1,451.3 | 1,453.3 |
Long-term debt, less current portion | 1,986.2 | 2,036.3 |
Accrued pension and other postretirement benefits, long-term | 187.5 | 194.2 |
Environmental liabilities, continuing and discontinued | 277.1 | 281.8 |
Deferred income taxes | 181.9 | 173.2 |
Other long-term liabilities | $ 303.1 | $ 278.8 |
Commitments and contingent liabilities | ||
Equity | ||
Preferred stock, no par value, authorized 5,000,000 shares; no shares issued in 2016 or 2015 | $ 0 | $ 0 |
Common stock, $0.10 par value, authorized 260,000,000 shares; 185,983,792 issued shares at 2016 and 2015 | 18.6 | 18.6 |
Capital in excess of par value of common stock | 422.2 | 417.7 |
Retained earnings | 3,411.1 | 3,385 |
Accumulated other comprehensive income (loss) | (394.1) | (457.3) |
Treasury stock, common, at cost - 2016: 52,232,244 shares, 2015: 52,328,015 shares | (1,497.6) | (1,498.3) |
Total FMC stockholders’ equity | 1,960.2 | 1,865.7 |
Noncontrolling interests | 43.1 | 42.6 |
Total equity | 2,003.3 | 1,908.3 |
Total liabilities and equity | $ 6,390.4 | $ 6,325.9 |
Condensed Consolidated Balance6
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for trade receivables | $ 17.5 | $ 13.9 |
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 | 52,232,244 | 52,328,015 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Cash provided (required) by operating activities of continuing operations: | |||
Net income (loss) | $ 48.7 | $ (45.5) | |
Discontinued operations | 6.1 | (15.6) | |
Income (loss) from continuing operations | 54.8 | (61.1) | |
Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations: | |||
Depreciation and amortization | 33.6 | 22.8 | |
Equity in (earnings) loss of affiliates | 0 | 0.1 | |
Restructuring and other charges (income) | 12.4 | 22.3 | |
Deferred income taxes | (1.2) | 29.3 | |
Pension and other postretirement benefits | 3.8 | 10.7 | |
Share-based compensation | 6.2 | 4.5 | |
Excess tax benefits from share-based compensation | (0.3) | (1.7) | |
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | |||
Trade receivables, net | 83.3 | 52.5 | |
Guarantees of vendor financing | 29.7 | 17.3 | |
Inventories | (53.8) | (50) | |
Accounts payable | 123.2 | (35.6) | |
Advance payments from customers | (199.2) | (165.9) | |
Accrued customer rebates | 79.4 | 87.6 | |
Income taxes | 24.3 | (78.1) | |
Pension and other postretirement benefit contributions | (2.1) | (27.4) | |
Environmental spending, continuing, net of recoveries | (2.7) | (3) | |
Restructuring and other spending | (8.1) | (3) | |
Change in other operating assets and liabilities, net | [1] | (76.1) | (126.2) |
Cash provided (required) by operating activities of continuing operations | 107.2 | (304.9) | |
Cash provided (required) by operating activities of discontinued operations: | |||
Environmental spending, discontinued, net of recoveries | (3.6) | 0 | |
Other discontinued reserves | (3.3) | 0 | |
Operating activities of discontinued operations, net of recoveries | 0 | 7.7 | |
Cash provided (required) by operating activities of discontinued operations | (6.9) | 7.7 | |
Cash provided (required) by investing activities of continuing operations: | |||
Capital expenditures | (41.8) | (36.9) | |
Proceeds from disposal of property, plant and equipment | 0.1 | 0.3 | |
Other investing activities | (2.8) | (17.6) | |
Cash provided (required) by investing activities of continuing operations | (44.5) | (54.2) | |
Cash provided (required) by investing activities of discontinued operations: | |||
Other discontinued investing activities | 0 | (15.6) | |
Cash provided (required) by investing activities of discontinued operations | 0 | (15.6) | |
Cash provided (required) by financing activities of continuing operations: | |||
Increase (decrease) in short-term debt | 2.4 | 383 | |
Repayments of long-term debt | (50.3) | (0.4) | |
Financing fees | (0.7) | 0 | |
Issuances of common stock, net | 0.6 | 3.5 | |
Excess tax benefits from share-based compensation | 0.3 | 1.7 | |
Dividends paid | [2] | (22.1) | (20.1) |
Other repurchases of common stock | (1.2) | (2.9) | |
Cash provided (required) by financing activities of continuing operations | (71) | 364.8 | |
Effect of exchange rate changes on cash and cash equivalents | 0.9 | (2.1) | |
Increase (decrease) in cash and cash equivalents | (14.3) | (4.3) | |
Cash and cash equivalents, beginning of period | 78.6 | 109.5 | |
Cash and cash equivalents, end of period | $ 64.3 | $ 105.2 | |
[1] | Changes in all periods primarily represent timing of payments associated with all other operating assets and liabilities, including guarantees issued to vendors under our vendor finance program. Additionally, the March 31, 2015 change is impacted by a $93.8 million reduction in the Cheminova acquisition hedge liability. Total cash payments during the three months ended March 31, 2015 associated with the Cheminova acquisition hedges were $273.8 million, which includes $180.1 million that were accrued and paid within the period | ||
[2] | See Note 13 regarding quarterly cash dividend. |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parentheticals) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash paid for interest, net of capitalized interest | $ 23.7 | $ 18 |
Cash paid for taxes, net of refunds | 8 | 11.1 |
Non-cash additions to property, plant and equipment | $ 9.1 | 5.5 |
Cheminova [Member] | ||
Change in other operating assets and liabilities, net, including cash flow hedge | 93.8 | |
Payments for cash flow hedge | 273.8 | |
Payments for cash flow hedge, accrued and paid in current period | $ 180.1 |
Financial Information and Accou
Financial Information and Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
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 and cash flows for the three months ended March 31, 2016 and 2015 , and our financial positions as of March 31, 2016 and December 31, 2015 . All such adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the Notes. The results of operations for the three months ended March 31, 2016 and 2015 are not necessarily indicative of the results of operations for the full year. The condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015 , 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 three months ended March 31, 2016 and 2015 , 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, 2015 (the “ 2015 10-K”). |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Pronouncements and Regulatory Items | 3 Months Ended |
Mar. 31, 2016 | |
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 March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new standard is effective for fiscal year beginning after December 15, 2016, including interim periods within those fiscal years (i.e. a January 1, 2017 effective date). We are evaluating the effect the guidance will have on our consolidated financial statements. In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years (i.e. a January 1, 2019 effective date). We are evaluating the effect the guidance will have on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. We are evaluating the effect the guidance will have on our consolidated financial statements. 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 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. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. We are evaluating the effect that ASU 2014-09 and subsequent amendments 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 April 2015, the FASB issued ASU 2015-05, Customer's Accounting for Fees Paid in Cloud Computing Arrangements , which provides guidance to determine when a customer's fees paid in a cloud computing arrangement include a software license. If a cloud computing arrangement includes a software license. the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. The new standard was effective for annual reporting periods beginning after December 15, 2015 (i.e. January 1, 2016) and entities may elect to adopt the ASU prospectively or retrospectively. We have adopted the standard prospectively. There was no impact on our financial condition, results of operations or cash flows as a result of the adoption of this guidance. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
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. Cheminova is being integrated into our FMC Agricultural Solutions segment and has been included within our results of operations since the date of acquisition. The acquisition of Cheminova broadens our supply capabilities and strengthens our geographic footprint, particularly in Europe. 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 16 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 purchase price allocation is considered complete as of March 31, 2016. The allocation was subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations was obtained. Any changes to the initial allocation are referred to as measurement-period adjustments. Measurement-period adjustments since the filing of our 2015 Form 10-K 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 effect of all measurement-period adjustments in the first quarter resulted in an increase to recognized goodwill of approximately $20 million . The following table summarizes the consideration paid for Cheminova and the amounts of the assets acquired and liabilities assumed as of the acquisition date. Purchase Price Allocation (in Millions) Trade receivables $ 488.1 Inventories (1) 362.4 Other current assets 53.6 Property, plant & equipment 186.4 Intangible assets (2) Customer relationships 294.1 Brands 362.8 In-process research & development 1.4 Goodwill (3) 468.8 Other assets 84.5 Total fair value of assets acquired $ 2,302.1 Short-term debt 140.5 Other current liabilities 432.3 Environmental reserves 47.2 Long-term debt (4) 273.1 Deferred tax liabilities 165.1 Other liabilities 38.8 Total fair value of liabilities assumed 1,097.0 Total cash paid, less cash acquired $ 1,205.1 ____________________ (1) Fair value of finished goods inventory acquired included a step-up in the value of approximately $57.8 million , all of which was expensed in 2015 and included in "Cost of sales and services" on the condensed consolidated income statement. (2) The weighted average useful life of the acquired finite-lived intangibles, which primarily represents the customer relationships, is approximately 20 years . (3) Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes. (4) Long-term debt assumed primarily consisted of mortgage debt and borrowings under existing Cheminova credit facilities that were settled by FMC’s term loan in the second quarter of 2015. 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 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, 2015, nor are they indicative of future results of operations. Three Months Ended March 31 (in Millions) 2016 2015 Pro forma Revenue (1) $ 798.8 $ 963.0 Pro forma Diluted earnings per share (1) $ 0.36 $ 0.55 ____________________ (1) For the three month ended March 31, 2016, pro forma results and actual results are the same. 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 March 31 (in Millions) 2016 2015 Acquisition-related charges Legal and professional fees (1) $ 7.4 $ 10.6 (Gain)/loss on hedging purchase price (2) — 180.1 Total Acquisition-related charges $ 7.4 $ 190.7 Restructuring charges and asset disposals Cheminova restructuring 3.0 — Total Cheminova restructuring charges (3) $ 3.0 $ — ____________________ (1) Represents transaction costs, costs for transitional employees, other acquired employees related costs and integration-related legal and professional third-party fees. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” (2) See "Cheminova Acquisition Hedge Costs" below for more information on these charges. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” (3) See Note 8 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss). 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 $180.1 million through the first quarter of 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 479.5 $ 296.6 $ — $ 776.1 Acquisitions — — — — Purchase price allocation adjustments (See Note 3) 20.4 — — 20.4 Foreign currency adjustments — 4.2 — 4.2 Balance, March 31, 2016 $ 499.9 $ 300.8 $ — $ 800.7 There were no events or circumstances indicating that goodwill might be impaired as of March 31, 2016. Our intangible assets, other than goodwill, consist of the following: March 31, 2016 December 31, 2015 (in Millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization (finite-lived) Customer relationships $ 454.9 $ (46.6 ) $ 408.3 $ 435.5 $ (40.8 ) $ 394.7 Patents 2.2 (0.3 ) 1.9 2.2 (0.3 ) 1.9 Brands (1) 15.6 (3.6 ) 12.0 14.2 (2.7 ) 11.5 Purchased and licensed technologies 71.5 (30.8 ) 40.7 71.0 (29.5 ) 41.5 Other intangibles 3.5 (2.2 ) 1.3 3.5 (2.2 ) 1.3 $ 547.7 $ (83.5 ) $ 464.2 $ 526.4 $ (75.5 ) $ 450.9 Intangible assets not subject to amortization (indefinite life) Brands (1) $ 404.1 $ 404.1 $ 384.7 $ 384.7 In-process research & development 1.5 1.5 1.4 1.4 $ 405.6 $ 405.6 $ 386.1 $ 386.1 Total intangible assets $ 953.3 $ (83.5 ) $ 869.8 $ 912.5 $ (75.5 ) $ 837.0 (1) Represents trademarks, trade names and know-how. At March 31, 2016 , the finite-lived and indefinite life intangibles were allocated among our business segments as follows: (in Millions) Finite-lived Indefinite Life FMC Agricultural Solutions $ 394.4 $ 390.1 FMC Health and Nutrition 68.7 15.5 FMC Lithium 1.1 — Total $ 464.2 $ 405.6 Three Months Ended March 31 (in Millions) 2016 2015 Amortization expense $ 7.1 $ 2.6 The estimated pre-tax amortization expense for fiscal year 2016 is $31 million and is estimated to be $30 million for each fiscal year from 2017 to 2020. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency. |
Receivables
Receivables | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Receivables | Receivables The following table displays a roll forward of the allowance for doubtful trade receivables. (in Millions) Balance, December 31, 2014 $ 37.2 Additions — charged to expense 5.9 Transfer to long-term allowance (29.2 ) Balance, December 31, 2015 13.9 Additions — charged to expense 4.8 Net Recoveries and write- offs (1.2 ) Balance, March 31, 2016 $ 17.5 The company has financing receivables that represent long-term customer receivable balances related to past due accounts which are not expected to be collected within the current year. The net long-term customer receivables were $116.6 million as of March 31, 2016. These long-term customer receivable balances and the corresponding allowance are included in Other assets on the condensed consolidated balance sheet. For these long-term customer receivables, interest is no longer accrued when the receivable is determined to be delinquent and classified as long-term based on the estimated timing of collection. A portion of these long-term receivables have payment contracts. We have no reason to believe payments will not be made based upon the credit quality of these customers. Additionally, we also hold significant collateral against these customers including rights to property or other assets as a form of credit guarantee. If the customer does not pay or gives indication that they will not pay, these guarantees allow us to start legal action to block the sale of the customer’s harvest. On an ongoing basis, we continue to evaluate the credit quality of our financing receivables using aging of receivables, collection experience and write-offs, as well as evaluating existing economic conditions, to determine if an additional allowance is necessary. The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables. ( in Millions ) Balance, December 31, 2014 $ — Transfer from allowance for doubtful accounts (see above) 29.2 Net Recoveries and write- offs — Balance, December 31, 2015 $ 29.2 Additions - charged to expense 2.0 Net Recoveries and write- offs — Balance March 31, 2016 $ 31.2 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (in Millions) March 31, 2016 December 31, 2015 Finished goods $ 425.2 $ 350.0 Work in process 269.3 275.4 Raw materials, supplies and other 321.2 335.6 First-in, first-out inventory $ 1,015.7 $ 961.0 Less: Excess of first-in, first-out cost over last-in, first-out cost (160.8 ) (160.8 ) Net inventories $ 854.9 $ 800.2 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: (in Millions) March 31, 2016 December 31, 2015 Property, plant and equipment $ 1,814.2 $ 1,784.6 Accumulated depreciation (786.4 ) (768.2 ) Property, plant and equipment, net $ 1,027.8 $ 1,016.4 |
Restructuring and Other Charges
Restructuring and Other Charges (Income) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31 (in Millions) 2016 2015 Restructuring charges and asset disposals $ 3.2 $ 5.4 Other charges (income), net 9.2 16.9 Total restructuring and other charges $ 12.4 $ 22.3 Restructuring charges and asset disposals Detail on the 2016 restructuring charges and asset disposal activities is provided below. For detail on restructuring activities which commenced prior to 2016 , see Note 7 to our consolidated financial statements included with our 2015 Form 10-K. 2016 Restructuring Activities Cheminova Restructuring In 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. In 2016 these restructuring activities continued. Restructuring Charges (in Millions) Severance and Employee Benefits (1) Other Charges (Income) (2) Asset Disposal Charges (3) Total Cheminova Restructuring $ 1.8 $ — $ 1.2 $ 3.0 Other Items 0.4 (0.2 ) — 0.2 Three months ended March 31, 2016 $ 2.2 $ (0.2 ) $ 1.2 $ 3.2 Health and Nutrition Restructuring $ 0.8 $ 0.1 $ 1.2 $ 2.1 Lithium Restructuring 0.3 — — 0.3 Other Items 3.3 (0.3 ) — 3.0 Three months ended March 31, 2015 $ 4.4 $ (0.2 ) $ 1.2 $ 5.4 ____________________ (1) Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits. (2) Primarily represents costs associated with lease payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring. (3) Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset disposal charges. 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 12/31/15 (4) Change in reserves (2) Cash payments Other Balance at 3/31/16 (3) Cheminova Restructuring $ 8.7 $ 1.8 $ (5.9 ) $ (2.9 ) $ 1.7 Other Workforce Related and Facility Shutdowns (1) 6.5 0.2 (2.2 ) (0.5 ) 4.0 Restructuring activities related to discontinued operations (4) 0.4 — — — 0.4 Total $ 15.6 $ 2.0 $ (8.1 ) $ (3.4 ) $ 6.1 ____________________ (1) Primarily severance costs related to workforce reductions and facility shutdowns noted in the “Other Items” sections above. (2) Primarily severance, exited lease, contract termination and other miscellaneous exit costs. Any accelerated depreciation and impairment charges noted above that impacted our property, plant and equipment balances and are not included in the above tables. (3) Included in “Accrued and other liabilities” on the condensed consolidated balance sheets. (4) Cash spending associated with restructuring activities of discontinued operations is reported within "Other discontinued reserves" on the condensed consolidated statements of cash flows. Other charges (income), net Three Months Ended March 31 (in Millions) 2016 2015 Environmental charges, net $ 6.6 $ 1.9 Argentina devaluation 4.2 — Other items, net (1.6 ) 15.0 Other charges (income), net $ 9.2 $ 16.9 Environmental charges, net Environmental charges represent the net charges associated with environmental remediation at continuing operating sites. See Note 11 for additional details. Argentina Devaluation On December 17, 2015, the Argentina government initiated actions to significantly devalue its currency. These actions continued into a portion of first quarter of 2016. These actions created an immediate loss associated with the impacts of the remeasurement of our local balance sheet. The loss was attributable to our Lithium and Agricultural Solutions operations. Because of the severity of the event and its immediate impact to our operations in the country, the charge associated with the remeasurement was included within restructuring and other charges in our condensed consolidated income statement during the period. We believe these actions have ended and do not expect further charges for remeasurement to be included within restructuring and other charges. Other items, Net During 2015, our FMC Agricultural Solutions segment entered into collaboration and license agreements with various third parties for the purpose of obtaining certain technology and intellectual property rights relating to compounds under development. 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. We entered into one such arrangement in the first quarter of 2015. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt maturing within one year: (in Millions) March 31, 2016 December 31, 2015 Short-term foreign debt (1) $ 76.7 $ 87.2 Commercial paper (2) 35.7 23.9 Total short-term debt $ 112.4 $ 111.1 Current portion of long-term debt 1.8 1.5 Short-term debt and current portion of long-term debt $ 114.2 $ 112.6 ____________________ (1) At March 31, 2016 , the average interest rate on the borrowings was 9.2% . We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. (2) At March 31, 2016 , the average interest rate on the borrowings was 0.65% . Long-term debt: (in Millions) March 31, 2016 Interest Rate Percentage Maturity Date March 31, 2016 December 31, 2015 Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively) 0.6-6.5% 2021-2035 $ 141.5 $ 141.5 Senior notes (less unamortized discount of $1.6 and $1.7, respectively) 3.95-5.2% 2019-2024 998.4 998.3 Term Loan Facility 1.8% 2020 850.0 900.0 Credit Facility (1) 2.9% 2019 — — Foreign debt 0-9.3% 2016-2024 10.2 9.9 Debt issuance cost (12.1 ) (11.9 ) Total long-term debt $ 1,988.0 $ 2,037.8 Less: debt maturing within one year 1.8 1.5 Total long-term debt, less current portion $ 1,986.2 $ 2,036.3 ____________________ (1) Letters of credit outstanding under our Credit Facility totaled $53.6 million and available funds under this facility were $1,410.7 million at March 31, 2016 , which reflects borrowings under our commercial paper program. 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 March 31, 2016 , was 4.0 which is below the maximum leverage of 4.5 at March 31, 2016 . Our actual interest coverage for the four consecutive quarters ended March 31, 2016 , was 6.7 which is above the minimum interest coverage of 3.5 . We were in compliance with all covenants at March 31, 2016 . On March 24, 2016 we amended our Credit Facility and Term Loan Facility. Among other things, the amendments amended the maximum leverage ratio financial covenant. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2016 | |
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) in 2015. The results of our discontinued FMC ACD operations are summarized below: (in Millions) Three Months Ended March 31 2016 2015 Revenue $ — $ 194.0 Costs of sales and services — 149.2 Income (loss) from discontinued operations before income taxes (1) — 19.0 Provision for income taxes — 0.4 Total discontinued operations of FMC ACD, net of income taxes $ — $ 18.6 Less: discontinued operations of FMC ACD attributable to noncontrolling interests $ — $ — Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders $ — $ 18.6 ____________________ (1) For the three months ended March 31, 2016 and 2015, respectively, amounts include zero and $2.2 million of allocated interest expense, zero and $11.3 million of divestiture related charges and zero and $5.3 million of a pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance. In 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 March 31 2016 2015 Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of $0.9 and ($0.3) for the three months ended March 31, 2016 and 2015, respectively $ (0.4 ) $ (2.5 ) Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.2 and $1.9 for the three months ended March 31, 2016 and 2015, respectively (1) (3.0 ) (0.6 ) Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.6 and ($0.1) for the three months ended March 31, 2016 and 2015, respectively (2.7 ) 0.1 Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of zero and ($0.4) for the three months ended March 31, 2016 and 2015, respectively — 18.6 Discontinued operations, net of income taxes $ (6.1 ) $ 15.6 ____________________ (1) See a roll forward of our environmental reserves, as well as, discussion on significant environmental issues that occurred during the 2016 in Note 11. |
Environmental Obligations
Environmental Obligations | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 348.2 $ (7.3 ) $ 340.9 Provision/(benefit) 12.6 — 12.6 (Spending)/recoveries (6.3 ) — (6.3 ) Foreign currency translation adjustments 1.8 — 1.8 Net change 8.1 — 8.1 Total environmental reserves at March 31, 2016 $ 356.3 $ (7.3 ) $ 349.0 Environmental reserves, current (1) 76.0 (4.1 ) 71.9 Environmental reserves, long-term (2) 280.3 (3.2 ) 277.1 Total environmental reserves at March 31, 2016 $ 356.3 $ (7.3 ) $ 349.0 ____________________ (1) These amounts are included within "Accrued and other liabilities" on the condensed consolidated balance sheets. (2) These amounts are included in “Environmental liabilities, continuing and discontinued” on the condensed consolidated balance sheets. (3) These recorded recoveries represent probable realization of claims against U.S. government agencies and are recorded as an offset to our environmental reserves in the condensed consolidated balance sheets. The estimated reasonably possible environmental loss contingencies, net of expected recoveries, exceed amounts accrued by approximately $230 million at March 31, 2016 . 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) 12/31/2015 Increase in Recoveries Cash Received 3/31/2016 Environmental recoveries $ 22.7 1.8 — $ 24.5 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 March 31 (in Millions) 2016 2015 Environmental provisions, net - recorded to liabilities (1) $ 12.6 $ 4.4 Environmental provisions, net - recorded to assets (2) (1.8 ) — Environmental provision, net $ 10.8 $ 4.4 Continuing operations (3) 6.6 1.9 Discontinued operations (4) 4.2 2.5 Environmental provision, net $ 10.8 $ 4.4 ____________________ (1) See above roll forward of our total environmental reserves as presented on the condensed consolidated balance sheets. (2) See above roll forward of our total environmental recoveries as presented on the condensed consolidated balance sheets. (3) Recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss), see Note 8. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations. (4) Recorded as a component of “Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss), see Note 10. 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 2015 Form 10-K. See Note 10 to our consolidated financial statements in our 2015 Form 10-K for a description of significant updates to material environmental sites. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2016 | |
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 1.9 million potential common shares excluded from Diluted EPS for the three months ended March 31, 2016 . For the three months ended March 31, 2015 , we had a net loss from continuing operations attributable to FMC stockholders; as such all 1.6 million potential common shares were 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 March 31 2016 2015 Earnings (loss) attributable to FMC stockholders: Continuing operations, net of income taxes $ 54.4 $ (62.4 ) Discontinued operations, net of income taxes (6.1 ) 15.6 Net income (loss) attributable to FMC stockholders $ 48.3 $ (46.8 ) Less: Distributed and undistributed earnings allocable to restricted award holders (0.2 ) — Net income (loss) allocable to common stockholders $ 48.1 $ (46.8 ) Basic earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.41 $ (0.47 ) Discontinued operations (0.05 ) 0.12 Net income (loss) attributable to FMC stockholders $ 0.36 $ (0.35 ) Diluted earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.41 $ (0.47 ) Discontinued operations (0.05 ) 0.12 Net income (loss) attributable to FMC stockholders $ 0.36 $ (0.35 ) Shares (in thousands): Weighted average number of shares of common stock outstanding - Basic 133,802 133,577 Weighted average additional shares assuming conversion of potential common shares 502 — Shares – diluted basis 134,304 133,577 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 1,865.7 $ 42.6 $ 1,908.3 Net income (loss) 48.3 0.4 48.7 Stock compensation plans 6.8 — 6.8 Excess tax benefits from share-based compensation (0.3 ) — (0.3 ) Shares for benefit plan trust (0.1 ) — (0.1 ) Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax (1) 6.3 — 6.3 Net hedging gains/(losses) and other, net of income tax (1) 4.7 — 4.7 Foreign currency translation adjustments (1) 52.2 0.1 52.3 Dividends ($.165 per share) (22.2 ) — (22.2 ) Repurchases of common stock (1.2 ) — (1.2 ) Balance at March 31, 2016 $ 1,960.2 $ 43.1 $ 2,003.3 ____________________ (1) See condensed consolidated statements of comprehensive income (loss). 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, 2015 $ (147.3 ) $ (6.2 ) $ (303.8 ) $ (457.3 ) 2016 Activity Other comprehensive income (loss) before reclassifications (3) 52.2 2.3 — $ 54.5 Amounts reclassified from accumulated other comprehensive income (loss) — 2.4 6.3 $ 8.7 Accumulated other comprehensive income (loss), net of tax at March 31, 2016 $ (95.1 ) $ (1.5 ) $ (297.5 ) $ (394.1 ) (in Millions) Foreign currency adjustments Derivative Instruments (1) Pension and other postretirement benefits (2) Total Accumulated other comprehensive income (loss), net of tax at December 31, 2014 $ (50.4 ) $ (3.9 ) $ (321.5 ) $ (375.8 ) 2015 Activity Other comprehensive income (loss) before reclassifications (3) (39.7 ) 2.3 (5.9 ) $ (43.3 ) Amounts reclassified from accumulated other comprehensive income (loss) — (1.8 ) 11.7 $ 9.9 Accumulated other comprehensive income (loss), net of tax at March 31, 2015 $ (90.1 ) $ (3.4 ) $ (315.7 ) $ (409.2 ) ____________________ (1) See Note 16 for more information. (2) See Note 14 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 (Loss) 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 (Loss) (1) Affected Line Item in the Condensed Consolidated Statements of Income (Loss) Three Months Ended March 31 (in Millions) 2016 2015 Derivative instruments: Foreign currency contracts $ (0.9 ) $ 8.7 Costs of sales and services Energy contracts (0.6 ) (1.3 ) Costs of sales and services Foreign currency contracts (2.1 ) (4.4 ) Selling, general and administrative expenses Total before tax (3.6 ) 3.0 1.2 (1.2 ) Provision for income taxes Amount included in net income $ (2.4 ) $ 1.8 Pension and other postretirement benefits (2) : Amortization of prior service costs $ (0.2 ) $ (0.4 ) Selling, general and administrative expenses Amortization of unrecognized net actuarial and other gains (losses) (9.7 ) (12.7 ) Selling, general and administrative expenses Recognized loss due to settlement and curtailment — (5.3 ) Selling, general and administrative expenses (3) Total before tax $ (9.9 ) $ (18.4 ) 3.6 6.7 Provision for income taxes Amount included in net income (6.3 ) (11.7 ) Total reclassifications for the period $ (8.7 ) $ (9.9 ) Amount included in net income ____________________ (1) Amounts in parentheses indicate charges to the condensed consolidated statements of income (loss). (2) Pension and other postretirement benefits amounts include the impact from both continuing and discontinued operations. For detail on the continuing operations components of pension and other postretirement benefits, see Note 14. (3) The loss due to curtailment for the three months ended March 31, 2015 related to the disposal of our FMC Alkali Chemicals division and was recorded to "Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss). Dividends and Share Repurchases For the three months ended March 31, 2016 and 2015 , we paid $22.1 million and $20.1 million , respectively. On April 21, 2016 , we paid dividends totaling $22.2 million to our shareholders of record as of March 31, 2016 . This amount is included in “Accrued and other liabilities” on the condensed consolidated balance sheet as of March 31, 2016 . During the three months ended March 31, 2016 , no shares were repurchased under the publicly announced repurchase program. At March 31, 2016 , $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 | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31 Pensions Other Benefits 2016 2015 2016 2015 Components of net annual benefit cost (income): Service cost $ 2.6 $ 4.1 $ — $ — Interest cost 12.7 15.4 0.2 0.3 Expected return on plan assets (21.9 ) (22.2 ) — — Amortization of prior service cost (credit) 0.2 0.3 — 0.1 Recognized net actuarial and other (gain) loss 10.3 12.9 (0.3 ) (0.2 ) Recognized loss due to curtailment (1) — 4.8 — 0.5 Net periodic benefit cost (2) $ 3.9 $ 15.3 $ (0.1 ) $ 0.7 ____________________ (1) Curtailment loss is associated with the disposal of our FMC Alkali Chemicals division and was recorded to discontinued operations within the condensed consolidated statements of income (loss). (2) Net periodic benefit cost represents both continuing and discontinued operations. We did not make any voluntary cash contributions to our U.S. defined benefit pension plan in the three months ended March 31, 2016. We made voluntary cash contributions to our U.S. defined benefit pension plan in the three months ended March 31, 2015 of $25.0 million . We expect to make approximately $35.0 million in voluntary cash contributions to our U.S. defined benefit pension plan during 2016. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
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 a reconciliation between our reported effective tax rate and the EAETR. Three Months Ended March 31 2016 2015 (in Millions) Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Continuing operations $ 85.7 $ 30.9 36.1 % $ (110.2 ) $ (49.1 ) 44.6 % Discrete items: Acquisition-related charges (1) — — 190.7 70.3 Currency remeasurement (2) 2.3 0.5 6.3 (2.8 ) Other discrete items (3) 51.0 1.4 21.8 7.3 Tax only discrete items (4) — (2.9 ) — 3.0 Total discrete items $ 53.3 $ (1.0 ) $ 218.8 $ 77.8 Continuing operations, before discrete items $ 139.0 $ 29.9 $ 108.6 $ 28.7 Quarterly effect of changes in the EAETR (5) 21.5 % 26.4 % ___________________ (1) Due to the nature of acquisition-related charges incurred in the first quarter of 2016, these charges are not treated discretely in accordance with GAAP. As such, the amounts differ from total acquisition-related charges as presented in Note 3. Acquisition-related charges for the three months ended March 31, 2015 are primarily taxed at domestic tax rates resulting in a material tax benefit. The acquisition-related charges are comprised of legal and professional fees and a loss incurred from hedging activity associated with the purchase price of Cheminova. See Note 3 for more information. As noted in footnote (2), below, hedge gains or losses are treated discretely for tax purposes. (2) Represents transaction gains or losses for currency remeasurement, offset by the associated hedge gains or losses. Certain transaction gains or losses are considered non-taxable permanent items and their associated hedge gain or losses are treated discretely for tax purposes. (3) In accordance with GAAP, subsidiaries for which a full valuation allowance has been provided generally are not accounted for as a component of the EAETR. For the three months ended March 31, 2016, the Other discrete items component of the EAETR reconciliation primarily relates to the impact of excluding these pretax losses. For the three months ended March 31, 2015, the Other discrete items primarily related to restructuring and IPR&D. (4) Includes the tax effect of currency remeasurement associated with our foreign statutory operations that, in accordance with GAAP income tax accounting guidance, is treated discretely for tax purposes. (5) The decrease in the EAETR is primarily driven by lower current year projected domestic earnings. Further, domestic tax legislation enacted during the fourth quarter of 2015 has decreased the amount of projected domestic tax expense for the three months ended March 31, 2016, as compared to the first quarter of 2015. |
Financial Instruments, Risk Man
Financial Instruments, Risk Management and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
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 $2,194.8 million and $2,214.0 million and the carrying amount is $2,100.4 million and $2,148.9 million as of March 31, 2016 and December 31, 2015 , 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 17 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 2015 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 March 31, 2016 , we had open foreign currency forward contracts in AOCI in a net after tax loss position of $1.2 million designated as cash flow hedges of underlying forecasted sales and purchases. Current open contracts hedge forecasted transactions until March 15, 2017. At March 31, 2016 , 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 $419 million . As of March 31, 2016 , we had current open commodity contracts in AOCI in a net after tax loss position of $1.6 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, 2017. At March 31, 2016 , we had an equivalent of 1.9 million mmBTUs (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity forward contracts to hedge forecasted purchases. Of the $2.8 million of net losses after-tax, representing both open foreign currency exchange contracts and commodity contracts, approximately $2.8 million of these losses would be realized in earnings during the twelve months ending March 31, 2017 and $0.0 million of net losses would be realized subsequent to March 31, 2017, if spot rates in the future are consistent with forward rates as of March 31, 2016 . 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 $1,889 million at March 31, 2016 . Fair-Value of Derivative Instruments The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments. March 31, 2016 Gross Amount of Derivatives (in Millions) Designated as Cash Flow Hedges Not Designated as Hedging Instruments Total Gross Amounts Gross Amounts Offset in the Consolidated Balance Sheet (3) Net Amounts Derivatives Foreign exchange contracts $ 6.0 $ 0.5 $ 6.5 $ (6.5 ) $ — Energy contracts 0.1 — 0.1 (0.1 ) — Total derivative assets (1) 6.1 0.5 6.6 (6.6 ) — Foreign exchange contracts (10.1 ) (30.0 ) (40.1 ) 6.5 (33.6 ) Energy contracts (2.4 ) — (2.4 ) — (2.4 ) Total derivative liabilities (2) (12.5 ) (30.0 ) (42.5 ) 6.5 (36.0 ) Net derivative assets/(liabilities) $ (6.4 ) $ (29.5 ) $ (35.9 ) $ (0.1 ) $ (36.0 ) December 31, 2015 Gross Amount of Derivatives (in Millions) Designated as Cash Flow Hedges Not Designated as Hedging Instruments Total Gross Amounts Gross Amounts Offset in the Consolidated Balance Sheet (3) Net Amounts Derivatives Foreign exchange contracts $ 6.1 $ 5.2 $ 11.3 $ (11.3 ) $ — Energy contracts — — — — — Total derivative assets (1) 6.1 5.2 11.3 (11.3 ) — Foreign exchange contracts (15.4 ) (7.3 ) (22.7 ) 11.3 (11.4 ) Energy contracts (2.0 ) — (2.0 ) — (2.0 ) Total derivative liabilities (2) (17.4 ) (7.3 ) (24.7 ) 11.3 (13.4 ) Net derivative assets/(liabilities) $ (11.3 ) $ (2.1 ) $ (13.4 ) $ — $ (13.4 ) ____________________ (1) Net balance is included in “Prepaid and other current assets” in the condensed consolidated balance sheets. (2) Net balance is included in “Accrued and other liabilities” in the condensed consolidated balance sheets. (3) Represents net derivatives positions subject to master netting arrangements. 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 March 31 Contracts Foreign Exchange Energy Total (in Millions) 2016 2015 2016 2015 2016 2015 Unrealized hedging gains (losses) and other, net of tax $ 2.9 $ 0.3 $ (0.6 ) $ 2.0 $ 2.3 $ 2.3 Reclassification of deferred hedging (gains) losses, net of tax (1) Effective portion (1) 2.0 (2.6 ) 0.4 0.8 2.4 (1.8 ) Total derivative instrument impact on comprehensive income, net of tax $ 4.9 $ (2.3 ) $ (0.2 ) $ 2.8 $ 4.7 $ 0.5 ___________________ (1) See Note 13 for classification of amounts within the condensed consolidated statements of income (loss). 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 March 31 (in Millions) 2016 2015 Foreign exchange contracts Cost of sales and services $ 15.6 $ (4.5 ) Selling, general & administrative (2) — (180.1 ) Total $ 15.6 $ (184.6 ) ___________________ (1) Amounts in the columns represent the gain or loss on the derivative instrument offset by the gain or loss on the hedged item. (2) Charges represent a loss on the Cheminova acquisition hedge. See Note 3 within these condensed consolidated financial statements for more information. 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) March 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Derivatives – Foreign exchange (1) $ — $ — $ — $ — Other (2) 25.3 25.3 — — Total assets $ 25.3 $ 25.3 $ — $ — Liabilities Derivatives – Commodities: Energy contracts (1) $ 2.4 $ — $ 2.4 $ — Derivatives – Foreign exchange (1) 33.6 — 33.6 — Other (3) 29.5 29.2 0.3 — Total liabilities $ 65.5 $ 29.2 $ 36.3 $ — ____________________ (1) See the Fair Value of Derivative Instruments table within this Note for classifications on the condensed consolidated balance sheet. (2) Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in “Other assets” in the condensed consolidated balance sheets. (3) Consists of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts due are included in “Other long-term liabilities” in the condensed consolidated balance sheets. Level 2 liabilities represent liability-based awards associated with non-employees. (in Millions) December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Derivatives – Foreign exchange (1) $ — $ — $ — $ — Other (2) 25.4 25.4 — — Total assets $ 25.4 $ 25.4 $ — $ — Liabilities Derivatives – Commodities: Energy contracts (1) $ 2.0 $ — $ 2.0 $ — Derivatives – Foreign exchange (1) 11.4 — 11.4 — Other (3) 29.1 29.1 — — Total liabilities $ 42.5 $ 29.1 $ 13.4 $ — ____________________ (1) See the Fair -Value of Derivative Instruments table within this Note for classification on the condensed consolidated balance sheet. (2) Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in “Other assets” in the condensed consolidated balance sheets. (3) Consist of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts included in “Other long-term liabilities” in the condensed consolidated balance sheets. Nonrecurring Fair -Value Measurements The following table presents 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 year ended December 31, 2015 . There were no non-recurring fair value measurements in the condensed consolidated balance sheets during the three months ended March 31, 2016. (in Millions) December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) (Year Ended December 31, 2015) Assets Long-lived assets associated with exit activities (1) $ 35.4 $ — $ — $ 35.4 $ (70.5 ) Total assets $ 35.4 $ — $ — $ 35.4 $ (70.5 ) ____________________ (1) We recorded charges, within our FMC Health and Nutrition segment, to write down the value of certain long-lived assets of approximately $70.5 million to salvage value in the case of fixed assets and fair value in the case of indefinite lived intangible assets. |
Guarantees, Commitments, and Co
Guarantees, Commitments, and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 . 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 - short-term (1) $ 80.8 Guarantees of vendor financing - long-term (1) 35.7 Other debt guarantees (2) 20.1 Total $ 136.6 ____________________ (1) Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This short term amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.” The long term amount is recorded on the condensed consolidated balance sheet within "Other long term liabilities." (2) These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair-value (i.e., representing the stand-ready obligation) based on our historical collection experience and a current assessment of credit exposure. We believe the fair-value of these guarantees is immaterial. The majority of these guarantees have an expiration date of less than one year. 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 2015 Form 10-K. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information (in Millions) Three Months Ended March 31 2016 2015 Revenue FMC Agricultural Solutions $ 546.1 $ 392.4 FMC Health and Nutrition 192.4 211.0 FMC Lithium 60.3 56.0 Total $ 798.8 $ 659.4 Income from continuing operations before income taxes FMC Agricultural Solutions $ 82.0 $ 81.8 FMC Health and Nutrition 47.3 51.0 FMC Lithium 14.9 5.5 Segment operating profit $ 144.2 $ 138.3 Corporate and other (16.9 ) (15.3 ) Operating profit before the items listed below $ 127.3 $ 123.0 Interest expense, net (20.8 ) (14.0 ) Restructuring and other (charges) income (1) (12.4 ) (22.3 ) Non-operating pension and postretirement (charges) income (2) (1.0 ) (6.2 ) Acquisition-related charges (3) (7.4 ) (190.7 ) (Provision) benefit for income taxes (30.9 ) 49.1 Discontinued operations, net of income taxes (6.1 ) 15.6 Net income attributable to noncontrolling interests (0.4 ) (1.3 ) Net income (loss) attributable to FMC stockholders $ 48.3 $ (46.8 ) ____________________ (1) See Note 8 for details of restructuring and other (charges) income. Below provides the detail the (charges) income by segment: Three Months Ended March 31 (in Millions) 2016 2015 FMC Agricultural Solutions $ (6.6 ) $ (18.3 ) FMC Health and Nutrition (0.2 ) (2.2 ) FMC Lithium (0.6 ) (0.3 ) Corporate (5.0 ) (1.5 ) Restructuring and other (charges) income $ (12.4 ) $ (22.3 ) (2) Our non-operating pension and postretirement costs are defined as those costs related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements. These costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance and we consider these costs to be outside our operational performance. We exclude these non-operating pension and postretirement costs from our segments as we believe that removing them provides a better understanding of the underlying profitability of our businesses, increased transparency and clarity in the performance of our retirement plans and enhances period-over-period comparability. We continue to include the service cost and amortization of prior service cost in the operating segments noted above. We believe these elements reflect the current year operating costs to our businesses for the employment benefits provided to active employees. These expenses are included as a component of the line item “Selling, general and administrative expenses” on the condensed consolidated statements of income (loss). (3) Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting, transaction costs, costs for transitional employees, other acquired employee related costs, integration related legal and professional third-party fees and gains or losses on hedging purchase price associated with the planned or completed acquisitions. Amounts represent the following: Three Months Ended March 31 (in Millions) 2016 2015 Acquisition-related charges - Cheminova Legal and professional fees (1) $ 7.4 $ 10.6 Inventory fair value amortization (2) — — (Gain)/loss on hedging purchase price (1) — 180.1 Acquisition-related charges $ 7.4 $ 190.7 ____________________ (1) On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” For more information see Note 3. (2) On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” |
Recently Issued and Adopted A27
Recently Issued and Adopted Accounting Pronouncements and Regulatory Items (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New accounting guidance and regulatory items In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 identifies areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. The new standard is effective for fiscal year beginning after December 15, 2016, including interim periods within those fiscal years (i.e. a January 1, 2017 effective date). We are evaluating the effect the guidance will have on our consolidated financial statements. In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new standard is effective for fiscal year beginning after December 15, 2018, including interim periods within those fiscal years (i.e. a January 1, 2019 effective date). We are evaluating the effect the guidance will have on our consolidated financial statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. We are evaluating the effect the guidance will have on our consolidated financial statements. 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 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. In 2016, the FASB issued final amendments to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. We are evaluating the effect that ASU 2014-09 and subsequent amendments 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 April 2015, the FASB issued ASU 2015-05, Customer's Accounting for Fees Paid in Cloud Computing Arrangements , which provides guidance to determine when a customer's fees paid in a cloud computing arrangement include a software license. If a cloud computing arrangement includes a software license. the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for a cloud computing arrangement as a service contract. The new standard was effective for annual reporting periods beginning after December 15, 2015 (i.e. January 1, 2016) and entities may elect to adopt the ASU prospectively or retrospectively. We have adopted the standard prospectively. There was no impact on our financial condition, results of operations or cash flows as a result of the adoption of this guidance. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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. Purchase Price Allocation (in Millions) Trade receivables $ 488.1 Inventories (1) 362.4 Other current assets 53.6 Property, plant & equipment 186.4 Intangible assets (2) Customer relationships 294.1 Brands 362.8 In-process research & development 1.4 Goodwill (3) 468.8 Other assets 84.5 Total fair value of assets acquired $ 2,302.1 Short-term debt 140.5 Other current liabilities 432.3 Environmental reserves 47.2 Long-term debt (4) 273.1 Deferred tax liabilities 165.1 Other liabilities 38.8 Total fair value of liabilities assumed 1,097.0 Total cash paid, less cash acquired $ 1,205.1 ____________________ (1) Fair value of finished goods inventory acquired included a step-up in the value of approximately $57.8 million , all of which was expensed in 2015 and included in "Cost of sales and services" on the condensed consolidated income statement. (2) The weighted average useful life of the acquired finite-lived intangibles, which primarily represents the customer relationships, is approximately 20 years . (3) Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes. (4) Long-term debt assumed primarily consisted of mortgage debt and borrowings under existing Cheminova credit facilities that were settled by FMC’s term loan in the second quarter of 2015. |
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 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, 2015, nor are they indicative of future results of operations. Three Months Ended March 31 (in Millions) 2016 2015 Pro forma Revenue (1) $ 798.8 $ 963.0 Pro forma Diluted earnings per share (1) $ 0.36 $ 0.55 ____________________ (1) For the three month ended March 31, 2016, pro forma results and actual results are the same. |
Acquisition costs | The following table summarizes the costs incurred associated with these combined activities. Three Months Ended March 31 (in Millions) 2016 2015 Acquisition-related charges Legal and professional fees (1) $ 7.4 $ 10.6 (Gain)/loss on hedging purchase price (2) — 180.1 Total Acquisition-related charges $ 7.4 $ 190.7 Restructuring charges and asset disposals Cheminova restructuring 3.0 — Total Cheminova restructuring charges (3) $ 3.0 $ — ____________________ (1) Represents transaction costs, costs for transitional employees, other acquired employees related costs and integration-related legal and professional third-party fees. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” (2) See "Cheminova Acquisition Hedge Costs" below for more information on these charges. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” (3) See Note 8 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 479.5 $ 296.6 $ — $ 776.1 Acquisitions — — — — Purchase price allocation adjustments (See Note 3) 20.4 — — 20.4 Foreign currency adjustments — 4.2 — 4.2 Balance, March 31, 2016 $ 499.9 $ 300.8 $ — $ 800.7 |
Schedule of Finite-Lived Intangible Assets | Our intangible assets, other than goodwill, consist of the following: March 31, 2016 December 31, 2015 (in Millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization (finite-lived) Customer relationships $ 454.9 $ (46.6 ) $ 408.3 $ 435.5 $ (40.8 ) $ 394.7 Patents 2.2 (0.3 ) 1.9 2.2 (0.3 ) 1.9 Brands (1) 15.6 (3.6 ) 12.0 14.2 (2.7 ) 11.5 Purchased and licensed technologies 71.5 (30.8 ) 40.7 71.0 (29.5 ) 41.5 Other intangibles 3.5 (2.2 ) 1.3 3.5 (2.2 ) 1.3 $ 547.7 $ (83.5 ) $ 464.2 $ 526.4 $ (75.5 ) $ 450.9 Intangible assets not subject to amortization (indefinite life) Brands (1) $ 404.1 $ 404.1 $ 384.7 $ 384.7 In-process research & development 1.5 1.5 1.4 1.4 $ 405.6 $ 405.6 $ 386.1 $ 386.1 Total intangible assets $ 953.3 $ (83.5 ) $ 869.8 $ 912.5 $ (75.5 ) $ 837.0 (1) Represents trademarks, trade names and know-how. |
Schedule of Indefinite-lived Intangible Assets | Our intangible assets, other than goodwill, consist of the following: March 31, 2016 December 31, 2015 (in Millions) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Intangible assets subject to amortization (finite-lived) Customer relationships $ 454.9 $ (46.6 ) $ 408.3 $ 435.5 $ (40.8 ) $ 394.7 Patents 2.2 (0.3 ) 1.9 2.2 (0.3 ) 1.9 Brands (1) 15.6 (3.6 ) 12.0 14.2 (2.7 ) 11.5 Purchased and licensed technologies 71.5 (30.8 ) 40.7 71.0 (29.5 ) 41.5 Other intangibles 3.5 (2.2 ) 1.3 3.5 (2.2 ) 1.3 $ 547.7 $ (83.5 ) $ 464.2 $ 526.4 $ (75.5 ) $ 450.9 Intangible assets not subject to amortization (indefinite life) Brands (1) $ 404.1 $ 404.1 $ 384.7 $ 384.7 In-process research & development 1.5 1.5 1.4 1.4 $ 405.6 $ 405.6 $ 386.1 $ 386.1 Total intangible assets $ 953.3 $ (83.5 ) $ 869.8 $ 912.5 $ (75.5 ) $ 837.0 (1) Represents trademarks, trade names and know-how. |
Schedule of Intangible Assets by Segment | At March 31, 2016 , the finite-lived and indefinite life intangibles were allocated among our business segments as follows: (in Millions) Finite-lived Indefinite Life FMC Agricultural Solutions $ 394.4 $ 390.1 FMC Health and Nutrition 68.7 15.5 FMC Lithium 1.1 — Total $ 464.2 $ 405.6 |
Schedule of Finite-lived Intangible Assets Amortization Expense | Three Months Ended March 31 (in Millions) 2016 2015 Amortization expense $ 7.1 $ 2.6 |
Receivables (Tables)
Receivables (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Allowance for doubtful trade receivables | The following table displays a roll forward of the allowance for doubtful trade receivables. (in Millions) Balance, December 31, 2014 $ 37.2 Additions — charged to expense 5.9 Transfer to long-term allowance (29.2 ) Balance, December 31, 2015 13.9 Additions — charged to expense 4.8 Net Recoveries and write- offs (1.2 ) Balance, March 31, 2016 $ 17.5 |
Schedule of allowance for credit losses rollforward | The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables. ( in Millions ) Balance, December 31, 2014 $ — Transfer from allowance for doubtful accounts (see above) 29.2 Net Recoveries and write- offs — Balance, December 31, 2015 $ 29.2 Additions - charged to expense 2.0 Net Recoveries and write- offs — Balance March 31, 2016 $ 31.2 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following: (in Millions) March 31, 2016 December 31, 2015 Finished goods $ 425.2 $ 350.0 Work in process 269.3 275.4 Raw materials, supplies and other 321.2 335.6 First-in, first-out inventory $ 1,015.7 $ 961.0 Less: Excess of first-in, first-out cost over last-in, first-out cost (160.8 ) (160.8 ) Net inventories $ 854.9 $ 800.2 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consisted of the following: (in Millions) March 31, 2016 December 31, 2015 Property, plant and equipment $ 1,814.2 $ 1,784.6 Accumulated depreciation (786.4 ) (768.2 ) Property, plant and equipment, net $ 1,027.8 $ 1,016.4 |
Restructuring and Other Charg33
Restructuring and Other Charges (Income) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31 (in Millions) 2016 2015 Restructuring charges and asset disposals $ 3.2 $ 5.4 Other charges (income), net 9.2 16.9 Total restructuring and other charges $ 12.4 $ 22.3 |
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 $ 1.8 $ — $ 1.2 $ 3.0 Other Items 0.4 (0.2 ) — 0.2 Three months ended March 31, 2016 $ 2.2 $ (0.2 ) $ 1.2 $ 3.2 Health and Nutrition Restructuring $ 0.8 $ 0.1 $ 1.2 $ 2.1 Lithium Restructuring 0.3 — — 0.3 Other Items 3.3 (0.3 ) — 3.0 Three months ended March 31, 2015 $ 4.4 $ (0.2 ) $ 1.2 $ 5.4 ____________________ (1) Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits. (2) Primarily represents costs associated with lease payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring. (3) Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset disposal charges. |
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 12/31/15 (4) Change in reserves (2) Cash payments Other Balance at 3/31/16 (3) Cheminova Restructuring $ 8.7 $ 1.8 $ (5.9 ) $ (2.9 ) $ 1.7 Other Workforce Related and Facility Shutdowns (1) 6.5 0.2 (2.2 ) (0.5 ) 4.0 Restructuring activities related to discontinued operations (4) 0.4 — — — 0.4 Total $ 15.6 $ 2.0 $ (8.1 ) $ (3.4 ) $ 6.1 ____________________ (1) Primarily severance costs related to workforce reductions and facility shutdowns noted in the “Other Items” sections above. (2) Primarily severance, exited lease, contract termination and other miscellaneous exit costs. Any accelerated depreciation and impairment charges noted above that impacted our property, plant and equipment balances and are not included in the above tables. (3) Included in “Accrued and other liabilities” on the condensed consolidated balance sheets. (4) Cash spending associated with restructuring activities of discontinued operations is reported within "Other discontinued reserves" on the condensed consolidated statements of cash flows. |
Schedule of other charges (income), net | Other charges (income), net Three Months Ended March 31 (in Millions) 2016 2015 Environmental charges, net $ 6.6 $ 1.9 Argentina devaluation 4.2 — Other items, net (1.6 ) 15.0 Other charges (income), net $ 9.2 $ 16.9 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Maturing within One Year | Debt maturing within one year: (in Millions) March 31, 2016 December 31, 2015 Short-term foreign debt (1) $ 76.7 $ 87.2 Commercial paper (2) 35.7 23.9 Total short-term debt $ 112.4 $ 111.1 Current portion of long-term debt 1.8 1.5 Short-term debt and current portion of long-term debt $ 114.2 $ 112.6 ____________________ (1) At March 31, 2016 , the average interest rate on the borrowings was 9.2% . We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. (2) At March 31, 2016 , the average interest rate on the borrowings was 0.65% . |
Schedule of long-term debt | Long-term debt: (in Millions) March 31, 2016 Interest Rate Percentage Maturity Date March 31, 2016 December 31, 2015 Pollution control and industrial revenue bonds (less unamortized discounts of $0.2 and $0.2, respectively) 0.6-6.5% 2021-2035 $ 141.5 $ 141.5 Senior notes (less unamortized discount of $1.6 and $1.7, respectively) 3.95-5.2% 2019-2024 998.4 998.3 Term Loan Facility 1.8% 2020 850.0 900.0 Credit Facility (1) 2.9% 2019 — — Foreign debt 0-9.3% 2016-2024 10.2 9.9 Debt issuance cost (12.1 ) (11.9 ) Total long-term debt $ 1,988.0 $ 2,037.8 Less: debt maturing within one year 1.8 1.5 Total long-term debt, less current portion $ 1,986.2 $ 2,036.3 ____________________ (1) Letters of credit outstanding under our Credit Facility totaled $53.6 million and available funds under this facility were $1,410.7 million at March 31, 2016 , which reflects borrowings under our commercial paper program. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31 2016 2015 Revenue $ — $ 194.0 Costs of sales and services — 149.2 Income (loss) from discontinued operations before income taxes (1) — 19.0 Provision for income taxes — 0.4 Total discontinued operations of FMC ACD, net of income taxes $ — $ 18.6 Less: discontinued operations of FMC ACD attributable to noncontrolling interests $ — $ — Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders $ — $ 18.6 ____________________ (1) For the three months ended March 31, 2016 and 2015, respectively, amounts include zero and $2.2 million of allocated interest expense, zero and $11.3 million of divestiture related charges and zero and $5.3 million of a pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance. In 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 March 31 2016 2015 Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of $0.9 and ($0.3) for the three months ended March 31, 2016 and 2015, respectively $ (0.4 ) $ (2.5 ) Provision for environmental liabilities, net of recoveries, net of income tax benefit of $1.2 and $1.9 for the three months ended March 31, 2016 and 2015, respectively (1) (3.0 ) (0.6 ) Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.6 and ($0.1) for the three months ended March 31, 2016 and 2015, respectively (2.7 ) 0.1 Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of zero and ($0.4) for the three months ended March 31, 2016 and 2015, respectively — 18.6 Discontinued operations, net of income taxes $ (6.1 ) $ 15.6 ____________________ (1) See a roll forward of our environmental reserves, as well as, discussion on significant environmental issues that occurred during the 2016 in Note 11. |
Environmental Obligations (Tabl
Environmental Obligations (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 348.2 $ (7.3 ) $ 340.9 Provision/(benefit) 12.6 — 12.6 (Spending)/recoveries (6.3 ) — (6.3 ) Foreign currency translation adjustments 1.8 — 1.8 Net change 8.1 — 8.1 Total environmental reserves at March 31, 2016 $ 356.3 $ (7.3 ) $ 349.0 Environmental reserves, current (1) 76.0 (4.1 ) 71.9 Environmental reserves, long-term (2) 280.3 (3.2 ) 277.1 Total environmental reserves at March 31, 2016 $ 356.3 $ (7.3 ) $ 349.0 ____________________ (1) These amounts are included within "Accrued and other liabilities" on the condensed consolidated balance sheets. (2) These amounts are included in “Environmental liabilities, continuing and discontinued” on the condensed consolidated balance sheets. (3) These recorded recoveries represent probable realization of claims against U.S. government agencies and are recorded as an offset to our environmental reserves in the condensed consolidated balance sheets. |
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) 12/31/2015 Increase in Recoveries Cash Received 3/31/2016 Environmental recoveries $ 22.7 1.8 — $ 24.5 |
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 March 31 (in Millions) 2016 2015 Environmental provisions, net - recorded to liabilities (1) $ 12.6 $ 4.4 Environmental provisions, net - recorded to assets (2) (1.8 ) — Environmental provision, net $ 10.8 $ 4.4 Continuing operations (3) 6.6 1.9 Discontinued operations (4) 4.2 2.5 Environmental provision, net $ 10.8 $ 4.4 ____________________ (1) See above roll forward of our total environmental reserves as presented on the condensed consolidated balance sheets. (2) See above roll forward of our total environmental recoveries as presented on the condensed consolidated balance sheets. (3) Recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss), see Note 8. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations. (4) Recorded as a component of “Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss), see Note 10. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31 2016 2015 Earnings (loss) attributable to FMC stockholders: Continuing operations, net of income taxes $ 54.4 $ (62.4 ) Discontinued operations, net of income taxes (6.1 ) 15.6 Net income (loss) attributable to FMC stockholders $ 48.3 $ (46.8 ) Less: Distributed and undistributed earnings allocable to restricted award holders (0.2 ) — Net income (loss) allocable to common stockholders $ 48.1 $ (46.8 ) Basic earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.41 $ (0.47 ) Discontinued operations (0.05 ) 0.12 Net income (loss) attributable to FMC stockholders $ 0.36 $ (0.35 ) Diluted earnings (loss) per common share attributable to FMC stockholders: Continuing operations $ 0.41 $ (0.47 ) Discontinued operations (0.05 ) 0.12 Net income (loss) attributable to FMC stockholders $ 0.36 $ (0.35 ) Shares (in thousands): Weighted average number of shares of common stock outstanding - Basic 133,802 133,577 Weighted average additional shares assuming conversion of potential common shares 502 — Shares – diluted basis 134,304 133,577 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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, 2015 $ 1,865.7 $ 42.6 $ 1,908.3 Net income (loss) 48.3 0.4 48.7 Stock compensation plans 6.8 — 6.8 Excess tax benefits from share-based compensation (0.3 ) — (0.3 ) Shares for benefit plan trust (0.1 ) — (0.1 ) Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax (1) 6.3 — 6.3 Net hedging gains/(losses) and other, net of income tax (1) 4.7 — 4.7 Foreign currency translation adjustments (1) 52.2 0.1 52.3 Dividends ($.165 per share) (22.2 ) — (22.2 ) Repurchases of common stock (1.2 ) — (1.2 ) Balance at March 31, 2016 $ 1,960.2 $ 43.1 $ 2,003.3 ____________________ (1) See condensed consolidated statements of comprehensive income (loss). |
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, 2015 $ (147.3 ) $ (6.2 ) $ (303.8 ) $ (457.3 ) 2016 Activity Other comprehensive income (loss) before reclassifications (3) 52.2 2.3 — $ 54.5 Amounts reclassified from accumulated other comprehensive income (loss) — 2.4 6.3 $ 8.7 Accumulated other comprehensive income (loss), net of tax at March 31, 2016 $ (95.1 ) $ (1.5 ) $ (297.5 ) $ (394.1 ) (in Millions) Foreign currency adjustments Derivative Instruments (1) Pension and other postretirement benefits (2) Total Accumulated other comprehensive income (loss), net of tax at December 31, 2014 $ (50.4 ) $ (3.9 ) $ (321.5 ) $ (375.8 ) 2015 Activity Other comprehensive income (loss) before reclassifications (3) (39.7 ) 2.3 (5.9 ) $ (43.3 ) Amounts reclassified from accumulated other comprehensive income (loss) — (1.8 ) 11.7 $ 9.9 Accumulated other comprehensive income (loss), net of tax at March 31, 2015 $ (90.1 ) $ (3.4 ) $ (315.7 ) $ (409.2 ) ____________________ (1) See Note 16 for more information. (2) See Note 14 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 (Loss) 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 (Loss) (1) Affected Line Item in the Condensed Consolidated Statements of Income (Loss) Three Months Ended March 31 (in Millions) 2016 2015 Derivative instruments: Foreign currency contracts $ (0.9 ) $ 8.7 Costs of sales and services Energy contracts (0.6 ) (1.3 ) Costs of sales and services Foreign currency contracts (2.1 ) (4.4 ) Selling, general and administrative expenses Total before tax (3.6 ) 3.0 1.2 (1.2 ) Provision for income taxes Amount included in net income $ (2.4 ) $ 1.8 Pension and other postretirement benefits (2) : Amortization of prior service costs $ (0.2 ) $ (0.4 ) Selling, general and administrative expenses Amortization of unrecognized net actuarial and other gains (losses) (9.7 ) (12.7 ) Selling, general and administrative expenses Recognized loss due to settlement and curtailment — (5.3 ) Selling, general and administrative expenses (3) Total before tax $ (9.9 ) $ (18.4 ) 3.6 6.7 Provision for income taxes Amount included in net income (6.3 ) (11.7 ) Total reclassifications for the period $ (8.7 ) $ (9.9 ) Amount included in net income ____________________ (1) Amounts in parentheses indicate charges to the condensed consolidated statements of income (loss). (2) Pension and other postretirement benefits amounts include the impact from both continuing and discontinued operations. For detail on the continuing operations components of pension and other postretirement benefits, see Note 14. (3) The loss due to curtailment for the three months ended March 31, 2015 related to the disposal of our FMC Alkali Chemicals division and was recorded to "Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss). |
Pensions and Other Postretire39
Pensions and Other Postretirement Benefits (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31 Pensions Other Benefits 2016 2015 2016 2015 Components of net annual benefit cost (income): Service cost $ 2.6 $ 4.1 $ — $ — Interest cost 12.7 15.4 0.2 0.3 Expected return on plan assets (21.9 ) (22.2 ) — — Amortization of prior service cost (credit) 0.2 0.3 — 0.1 Recognized net actuarial and other (gain) loss 10.3 12.9 (0.3 ) (0.2 ) Recognized loss due to curtailment (1) — 4.8 — 0.5 Net periodic benefit cost (2) $ 3.9 $ 15.3 $ (0.1 ) $ 0.7 ____________________ (1) Curtailment loss is associated with the disposal of our FMC Alkali Chemicals division and was recorded to discontinued operations within the condensed consolidated statements of income (loss). (2) Net periodic benefit cost represents both continuing and discontinued operations. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The below chart provides a reconciliation between our reported effective tax rate and the EAETR. Three Months Ended March 31 2016 2015 (in Millions) Before Tax Tax Effective Tax Rate % Impact Before Tax Tax Effective Tax Rate % Impact Continuing operations $ 85.7 $ 30.9 36.1 % $ (110.2 ) $ (49.1 ) 44.6 % Discrete items: Acquisition-related charges (1) — — 190.7 70.3 Currency remeasurement (2) 2.3 0.5 6.3 (2.8 ) Other discrete items (3) 51.0 1.4 21.8 7.3 Tax only discrete items (4) — (2.9 ) — 3.0 Total discrete items $ 53.3 $ (1.0 ) $ 218.8 $ 77.8 Continuing operations, before discrete items $ 139.0 $ 29.9 $ 108.6 $ 28.7 Quarterly effect of changes in the EAETR (5) 21.5 % 26.4 % ___________________ (1) Due to the nature of acquisition-related charges incurred in the first quarter of 2016, these charges are not treated discretely in accordance with GAAP. As such, the amounts differ from total acquisition-related charges as presented in Note 3. Acquisition-related charges for the three months ended March 31, 2015 are primarily taxed at domestic tax rates resulting in a material tax benefit. The acquisition-related charges are comprised of legal and professional fees and a loss incurred from hedging activity associated with the purchase price of Cheminova. See Note 3 for more information. As noted in footnote (2), below, hedge gains or losses are treated discretely for tax purposes. (2) Represents transaction gains or losses for currency remeasurement, offset by the associated hedge gains or losses. Certain transaction gains or losses are considered non-taxable permanent items and their associated hedge gain or losses are treated discretely for tax purposes. (3) In accordance with GAAP, subsidiaries for which a full valuation allowance has been provided generally are not accounted for as a component of the EAETR. For the three months ended March 31, 2016, the Other discrete items component of the EAETR reconciliation primarily relates to the impact of excluding these pretax losses. For the three months ended March 31, 2015, the Other discrete items primarily related to restructuring and IPR&D. (4) Includes the tax effect of currency remeasurement associated with our foreign statutory operations that, in accordance with GAAP income tax accounting guidance, is treated discretely for tax purposes. (5) The decrease in the EAETR is primarily driven by lower current year projected domestic earnings. Further, domestic tax legislation enacted during the fourth quarter of 2015 has decreased the amount of projected domestic tax expense for the three months ended March 31, 2016, as compared to the first quarter of 2015. |
Financial Instruments, Risk M41
Financial Instruments, Risk Management and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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. March 31, 2016 Gross Amount of Derivatives (in Millions) Designated as Cash Flow Hedges Not Designated as Hedging Instruments Total Gross Amounts Gross Amounts Offset in the Consolidated Balance Sheet (3) Net Amounts Derivatives Foreign exchange contracts $ 6.0 $ 0.5 $ 6.5 $ (6.5 ) $ — Energy contracts 0.1 — 0.1 (0.1 ) — Total derivative assets (1) 6.1 0.5 6.6 (6.6 ) — Foreign exchange contracts (10.1 ) (30.0 ) (40.1 ) 6.5 (33.6 ) Energy contracts (2.4 ) — (2.4 ) — (2.4 ) Total derivative liabilities (2) (12.5 ) (30.0 ) (42.5 ) 6.5 (36.0 ) Net derivative assets/(liabilities) $ (6.4 ) $ (29.5 ) $ (35.9 ) $ (0.1 ) $ (36.0 ) December 31, 2015 Gross Amount of Derivatives (in Millions) Designated as Cash Flow Hedges Not Designated as Hedging Instruments Total Gross Amounts Gross Amounts Offset in the Consolidated Balance Sheet (3) Net Amounts Derivatives Foreign exchange contracts $ 6.1 $ 5.2 $ 11.3 $ (11.3 ) $ — Energy contracts — — — — — Total derivative assets (1) 6.1 5.2 11.3 (11.3 ) — Foreign exchange contracts (15.4 ) (7.3 ) (22.7 ) 11.3 (11.4 ) Energy contracts (2.0 ) — (2.0 ) — (2.0 ) Total derivative liabilities (2) (17.4 ) (7.3 ) (24.7 ) 11.3 (13.4 ) Net derivative assets/(liabilities) $ (11.3 ) $ (2.1 ) $ (13.4 ) $ — $ (13.4 ) ____________________ (1) Net balance is included in “Prepaid and other current assets” in the condensed consolidated balance sheets. (2) Net balance is included in “Accrued and other liabilities” in the condensed consolidated balance sheets. (3) Represents net derivatives positions subject to master netting arrangements. |
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 March 31 Contracts Foreign Exchange Energy Total (in Millions) 2016 2015 2016 2015 2016 2015 Unrealized hedging gains (losses) and other, net of tax $ 2.9 $ 0.3 $ (0.6 ) $ 2.0 $ 2.3 $ 2.3 Reclassification of deferred hedging (gains) losses, net of tax (1) Effective portion (1) 2.0 (2.6 ) 0.4 0.8 2.4 (1.8 ) Total derivative instrument impact on comprehensive income, net of tax $ 4.9 $ (2.3 ) $ (0.2 ) $ 2.8 $ 4.7 $ 0.5 ___________________ (1) See Note 13 for classification of amounts within the condensed consolidated statements of income (loss). 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 March 31 (in Millions) 2016 2015 Foreign exchange contracts Cost of sales and services $ 15.6 $ (4.5 ) Selling, general & administrative (2) — (180.1 ) Total $ 15.6 $ (184.6 ) ___________________ (1) Amounts in the columns represent the gain or loss on the derivative instrument offset by the gain or loss on the hedged item. (2) Charges represent a loss on the Cheminova acquisition hedge. See Note 3 within these condensed consolidated financial statements for more information. |
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) March 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Derivatives – Foreign exchange (1) $ — $ — $ — $ — Other (2) 25.3 25.3 — — Total assets $ 25.3 $ 25.3 $ — $ — Liabilities Derivatives – Commodities: Energy contracts (1) $ 2.4 $ — $ 2.4 $ — Derivatives – Foreign exchange (1) 33.6 — 33.6 — Other (3) 29.5 29.2 0.3 — Total liabilities $ 65.5 $ 29.2 $ 36.3 $ — ____________________ (1) See the Fair Value of Derivative Instruments table within this Note for classifications on the condensed consolidated balance sheet. (2) Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in “Other assets” in the condensed consolidated balance sheets. (3) Consists of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts due are included in “Other long-term liabilities” in the condensed consolidated balance sheets. Level 2 liabilities represent liability-based awards associated with non-employees. (in Millions) December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Derivatives – Foreign exchange (1) $ — $ — $ — $ — Other (2) 25.4 25.4 — — Total assets $ 25.4 $ 25.4 $ — $ — Liabilities Derivatives – Commodities: Energy contracts (1) $ 2.0 $ — $ 2.0 $ — Derivatives – Foreign exchange (1) 11.4 — 11.4 — Other (3) 29.1 29.1 — — Total liabilities $ 42.5 $ 29.1 $ 13.4 $ — ____________________ (1) See the Fair -Value of Derivative Instruments table within this Note for classification on the condensed consolidated balance sheet. (2) Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in “Other assets” in the condensed consolidated balance sheets. (3) Consist of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts included in “Other long-term liabilities” in the condensed consolidated balance sheets. |
Fair Value Measurements, Nonrecurring | The following table presents 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 year ended December 31, 2015 . There were no non-recurring fair value measurements in the condensed consolidated balance sheets during the three months ended March 31, 2016. (in Millions) December 31, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Gains (Losses) (Year Ended December 31, 2015) Assets Long-lived assets associated with exit activities (1) $ 35.4 $ — $ — $ 35.4 $ (70.5 ) Total assets $ 35.4 $ — $ — $ 35.4 $ (70.5 ) ____________________ (1) We recorded charges, within our FMC Health and Nutrition segment, to write down the value of certain long-lived assets of approximately $70.5 million to salvage value in the case of fixed assets and fair value in the case of indefinite lived intangible assets. |
Guarantees, Commitments, and 42
Guarantees, Commitments, and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 . 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 - short-term (1) $ 80.8 Guarantees of vendor financing - long-term (1) 35.7 Other debt guarantees (2) 20.1 Total $ 136.6 ____________________ (1) Represents guarantees to financial institutions on behalf of certain FMC Agricultural Solutions customers for their seasonal borrowing. This short term amount is recorded on the condensed consolidated balance sheets as “Guarantees of vendor financing.” The long term amount is recorded on the condensed consolidated balance sheet within "Other long term liabilities." (2) These guarantees represent support provided to third-party banks for credit extended to various FMC Agricultural Solutions customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair-value (i.e., representing the stand-ready obligation) based on our historical collection experience and a current assessment of credit exposure. We believe the fair-value of these guarantees is immaterial. The majority of these guarantees have an expiration date of less than one year. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment reporting information by segment | (in Millions) Three Months Ended March 31 2016 2015 Revenue FMC Agricultural Solutions $ 546.1 $ 392.4 FMC Health and Nutrition 192.4 211.0 FMC Lithium 60.3 56.0 Total $ 798.8 $ 659.4 Income from continuing operations before income taxes FMC Agricultural Solutions $ 82.0 $ 81.8 FMC Health and Nutrition 47.3 51.0 FMC Lithium 14.9 5.5 Segment operating profit $ 144.2 $ 138.3 Corporate and other (16.9 ) (15.3 ) Operating profit before the items listed below $ 127.3 $ 123.0 Interest expense, net (20.8 ) (14.0 ) Restructuring and other (charges) income (1) (12.4 ) (22.3 ) Non-operating pension and postretirement (charges) income (2) (1.0 ) (6.2 ) Acquisition-related charges (3) (7.4 ) (190.7 ) (Provision) benefit for income taxes (30.9 ) 49.1 Discontinued operations, net of income taxes (6.1 ) 15.6 Net income attributable to noncontrolling interests (0.4 ) (1.3 ) Net income (loss) attributable to FMC stockholders $ 48.3 $ (46.8 ) ____________________ (1) See Note 8 for details of restructuring and other (charges) income. Below provides the detail the (charges) income by segment: Three Months Ended March 31 (in Millions) 2016 2015 FMC Agricultural Solutions $ (6.6 ) $ (18.3 ) FMC Health and Nutrition (0.2 ) (2.2 ) FMC Lithium (0.6 ) (0.3 ) Corporate (5.0 ) (1.5 ) Restructuring and other (charges) income $ (12.4 ) $ (22.3 ) (2) Our non-operating pension and postretirement costs are defined as those costs related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements. These costs are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance and we consider these costs to be outside our operational performance. We exclude these non-operating pension and postretirement costs from our segments as we believe that removing them provides a better understanding of the underlying profitability of our businesses, increased transparency and clarity in the performance of our retirement plans and enhances period-over-period comparability. We continue to include the service cost and amortization of prior service cost in the operating segments noted above. We believe these elements reflect the current year operating costs to our businesses for the employment benefits provided to active employees. These expenses are included as a component of the line item “Selling, general and administrative expenses” on the condensed consolidated statements of income (loss). (3) Charges relate to the expensing of the inventory fair value step-up resulting from the application of purchase accounting, transaction costs, costs for transitional employees, other acquired employee related costs, integration related legal and professional third-party fees and gains or losses on hedging purchase price associated with the planned or completed acquisitions. Amounts represent the following: Three Months Ended March 31 (in Millions) 2016 2015 Acquisition-related charges - Cheminova Legal and professional fees (1) $ 7.4 $ 10.6 Inventory fair value amortization (2) — — (Gain)/loss on hedging purchase price (1) — 180.1 Acquisition-related charges $ 7.4 $ 190.7 ____________________ (1) On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” For more information see Note 3. (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 ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016DKK | Apr. 21, 2015USD ($) | Sep. 08, 2014USD ($) |
Business Acquisition [Line Items] | |||||
Increase to goodwill from measurement period adjustments | $ 20.4 | ||||
Planned aggregate purchase price to acquire business | $ 1,470 | ||||
Planned aggregate purchase price net of debt | $ 300 | ||||
Gain (loss) on FX forward contracts | $ (180.1) | ||||
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 | |
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 | $ 20 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | Apr. 21, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 800.7 | $ 776.1 | ||
Cheminova [Member] | ||||
Business Acquisition [Line Items] | ||||
Trade receivables | $ 488.1 | |||
Inventories | [1] | 362.4 | ||
Other current assets | 53.6 | |||
Property, plant & equipment | 186.4 | |||
Goodwill | [2] | 468.8 | ||
Other assets | 84.5 | |||
Total fair value of assets acquired | 2,302.1 | |||
Short-term debt | 140.5 | |||
Other current liabilities | 432.3 | |||
Environmental reserves | 47.2 | |||
Long-term debt | [3] | 273.1 | ||
Deferred tax liabilities | 165.1 | |||
Other liabilities | 38.8 | |||
Total fair value of liabilities assumed | 1,097 | |||
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 | $ 57.8 | |||
Customer Relationships [Member] | Cheminova [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible Assets | [4] | 294.1 | ||
Brands [Member] | Cheminova [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible Assets | [4] | 362.8 | ||
In Process Research and Development [Member] | Cheminova [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible Assets | [4] | $ 1.4 | ||
[1] | Fair value of finished goods inventory acquired included a step-up in the value of approximately $57.8 million, all of which was expensed in 2015 and included in "Cost of sales and services" on the condensed consolidated income statement. | |||
[2] | Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. None of the acquired goodwill will be deductible for income tax purposes | |||
[3] | Long-term debt assumed primarily consisted of mortgage debt and borrowings under existing Cheminova credit facilities that were settled by FMC’s term loan in the second quarter of 2015. | |||
[4] | The weighted average useful life of the acquired finite-lived intangibles, which primarily represents the customer relationships, is approximately 20 years. |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - Cheminova [Member] - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Business Acquisition [Line Items] | |||
Pro forma Revenue | [1] | $ 798.8 | $ 963 |
Pro forma Diluted earnings per share (in dollars per share) | [1] | $ 0.36 | $ 0.55 |
[1] | For the three month ended March 31, 2016, pro forma results and actual results are the same. |
Acquisitions - Acquisition-rela
Acquisitions - Acquisition-related and Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Business Acquisition [Line Items] | |||
Total Acquisition-related charges | $ 7.4 | $ 190.7 | |
Restructuring charges and asset disposals | 3.2 | 5.4 | |
Cheminova [Member] | |||
Business Acquisition [Line Items] | |||
Legal and professional fees | [1] | 7.4 | 10.6 |
(Gain)/loss on hedging purchase price | [2] | 0 | 180.1 |
Total Acquisition-related charges | 7.4 | 190.7 | |
Restructuring charges and asset disposals | [3] | $ 3 | $ 0 |
[1] | Represents transaction costs, costs for transitional employees, other acquired employees related costs and integration-related legal and professional third-party fees. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” | ||
[2] | See "Cheminova Acquisition Hedge Costs" below for more information on these charges. On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” | ||
[3] | See Note 8 for more information. These charges are recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss). |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance, December 31, 2015 | $ 776.1 |
Acquisitions | 0 |
Increase to goodwill from measurement period adjustments | 20.4 |
Foreign currency adjustments | 4.2 |
Balance, March 31, 2016 | 800.7 |
FMC Agricultural Solutions [Member] | |
Goodwill [Roll Forward] | |
Balance, December 31, 2015 | 479.5 |
Acquisitions | 0 |
Increase to goodwill from measurement period adjustments | 20.4 |
Foreign currency adjustments | 0 |
Balance, March 31, 2016 | 499.9 |
FMC Health and Nutrition [Member] | |
Goodwill [Roll Forward] | |
Balance, December 31, 2015 | 296.6 |
Acquisitions | 0 |
Increase to goodwill from measurement period adjustments | 0 |
Foreign currency adjustments | 4.2 |
Balance, March 31, 2016 | 300.8 |
FMC Lithium [Member] | |
Goodwill [Roll Forward] | |
Balance, December 31, 2015 | 0 |
Acquisitions | 0 |
Increase to goodwill from measurement period adjustments | 0 |
Foreign currency adjustments | 0 |
Balance, March 31, 2016 | $ 0 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Finite-lived intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross | $ 547.7 | $ 526.4 | |
Accumulated Amortization | (83.5) | (75.5) | |
Net | 464.2 | 450.9 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 454.9 | 435.5 | |
Accumulated Amortization | (46.6) | (40.8) | |
Net | 408.3 | 394.7 | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 2.2 | 2.2 | |
Accumulated Amortization | (0.3) | (0.3) | |
Net | 1.9 | 1.9 | |
Brands [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | [1] | 15.6 | 14.2 |
Accumulated Amortization | [1] | (3.6) | (2.7) |
Net | [1] | 12 | 11.5 |
Purchased and Licensed Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 71.5 | 71 | |
Accumulated Amortization | (30.8) | (29.5) | |
Net | 40.7 | 41.5 | |
Other Intangibles [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross | 3.5 | 3.5 | |
Accumulated Amortization | (2.2) | (2.2) | |
Net | $ 1.3 | $ 1.3 | |
[1] | Represents trademarks, trade names and know-how. |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Indefinite Life Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | |
Indefinite-lived Intangible Assets by Segment [Line Items] | |||
Gross | $ 405.6 | $ 386.1 | |
Total intangible assets | 953.3 | 912.5 | |
Accumulated Amortization | (83.5) | (75.5) | |
Net intangible assets | 869.8 | 837 | |
Brands [Member] | |||
Indefinite-lived Intangible Assets by Segment [Line Items] | |||
Gross | [1] | 404.1 | 384.7 |
In Process Research and Development [Member] | |||
Indefinite-lived Intangible Assets by Segment [Line Items] | |||
Gross | $ 1.5 | $ 1.4 | |
[1] | Represents trademarks, trade names and know-how. |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Finite-lived | $ 464.2 | $ 450.9 | |
Indefinite Life | 405.6 | $ 386.1 | |
Amortization expense | 7.1 | $ 2.6 | |
Amortization Expense, remainder of 2016 | 31 | ||
Amortization Expense, 2017 | 30 | ||
Amortization Expense, 2018 | 30 | ||
Amortization Expense, 2019 | 30 | ||
Amortization Expense, 2020 | 30 | ||
FMC Agricultural Solutions [Member] | |||
Finite-lived | 394.4 | ||
Indefinite Life | 390.1 | ||
FMC Health and Nutrition [Member] | |||
Finite-lived | 68.7 | ||
Indefinite Life | 15.5 | ||
FMC Lithium [Member] | |||
Finite-lived | 1.1 | ||
Indefinite Life | $ 0 |
Receivables (Details)
Receivables (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | $ 13.9 | $ 37.2 |
Additions — charged to expense | 4.8 | 5.9 |
Transfers from allowance for doubtful accounts | (29.2) | |
Net Recoveries and write- offs | (1.2) | |
Ending Balance | 17.5 | 13.9 |
Accounts Receivable, Net, Noncurrent | 116.6 | |
Allowance for long term customer receivables [Roll Forward] | ||
Beginning balance | 29.2 | 0 |
Additions - charged to expense | 2 | 29.2 |
Net Recoveries and write- offs | 0 | 0 |
Ending balance | $ 31.2 | $ 29.2 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Inventories: | ||
Finished goods | $ 425.2 | $ 350 |
Work in process | 269.3 | 275.4 |
Raw materials, supplies and other | 321.2 | 335.6 |
First-in, first-out inventory | 1,015.7 | 961 |
Less: Excess of first-in, first-out cost over last-in, first-out cost | (160.8) | (160.8) |
Net inventories | $ 854.9 | $ 800.2 |
Property, Plant and Equipment54
Property, Plant and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Property, plant and equipment: | ||
Property, plant and equipment | $ 1,814.2 | $ 1,784.6 |
Accumulated depreciation | (786.4) | (768.2) |
Property, plant and equipment, net | $ 1,027.8 | $ 1,016.4 |
Restructuring and Other Charg55
Restructuring and Other Charges (Income) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring charges and asset disposals | $ 3.2 | $ 5.4 |
Other charges (income), net | 9.2 | 16.9 |
Total restructuring and other charges | $ 12.4 | $ 22.3 |
Restructuring and Other Charg56
Restructuring and Other Charges (Income) - Activity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Restructuring Cost and Reserve [Line Items] | |||
Severance and Employee Benefits | [1] | $ 2.2 | $ 4.4 |
Other Charges (Income) | [2] | (0.2) | (0.2) |
Asset Disposal Charges | [3] | 1.2 | 1.2 |
Restructuring Charges and Asset Disposals | 3.2 | 5.4 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | [4] | 15.6 | |
Change in reserves | [5] | 2 | |
Cash payments | (8.1) | ||
Other | (3.4) | ||
Restructuring Reserve, Ending Balance | [4] | 6.1 | |
Environmental charges, net | 6.6 | 1.9 | |
Argentina devaluation | 4.2 | 0 | |
Other items, net | (1.6) | 15 | |
Other charges (income), net | 9.2 | 16.9 | |
Cheminova Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and Employee Benefits | [1] | 1.8 | |
Other Charges (Income) | [2] | 0 | |
Asset Disposal Charges | [3] | 1.2 | |
Restructuring Charges and Asset Disposals | 3 | ||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | [4] | 8.7 | |
Change in reserves | [5] | 1.8 | |
Cash payments | (5.9) | ||
Other | (2.9) | ||
Restructuring Reserve, Ending Balance | [4] | 1.7 | |
Other Restructuring Activities [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and Employee Benefits | [1] | 0.4 | 3.3 |
Other Charges (Income) | [2] | (0.2) | (0.3) |
Asset Disposal Charges | [3] | 0 | 0 |
Restructuring Charges and Asset Disposals | 0.2 | 3 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | [4],[6] | 6.5 | |
Change in reserves | [5],[6] | 0.2 | |
Cash payments | [6] | (2.2) | |
Other | [6] | (0.5) | |
Restructuring Reserve, Ending Balance | [4],[6] | 4 | |
Health and Nutrition Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and Employee Benefits | [1] | 0.8 | |
Other Charges (Income) | [2] | 0.1 | |
Asset Disposal Charges | [3] | 1.2 | |
Restructuring Charges and Asset Disposals | 2.1 | ||
Lithium Restructuring [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance and Employee Benefits | [1] | 0.3 | |
Other Charges (Income) | [2] | 0 | |
Asset Disposal Charges | [3] | 0 | |
Restructuring Charges and Asset Disposals | $ 0.3 | ||
Discontinued Operations [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | [4],[7] | 0.4 | |
Change in reserves | [5],[7] | 0 | |
Cash payments | [7] | 0 | |
Other | [7] | 0 | |
Restructuring Reserve, Ending Balance | [4],[7] | $ 0.4 | |
[1] | Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits. | ||
[2] | Primarily represents costs associated with lease payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring. | ||
[3] | Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset disposal charges. | ||
[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 that impacted our property, plant and equipment balances and are not included in the above tables. | ||
[6] | Primarily severance costs related to workforce reductions and facility shutdowns noted in the “Other Items” sections above. | ||
[7] | 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 Yea
Debt - Maturing within One Year (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | |
Short-term Debt [Line Items] | |||
Short-term foreign debt | [1] | $ 76.7 | $ 87.2 |
Commercial paper | [2] | 35.7 | 23.9 |
Total short-term debt | 112.4 | 111.1 | |
Current portion of long-term debt | 1.8 | 1.5 | |
Short-term debt and current portion of long-term debt | $ 114.2 | $ 112.6 | |
Short-term Debt [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate percentage | 9.20% | ||
Commercial Paper [Member] | |||
Short-term Debt [Line Items] | |||
Interest rate percentage | 0.65% | ||
[1] | At March 31, 2016, the average interest rate on the borrowings was 9.2%. We often provide parent-company guarantees to lending institutions that extend credit to our foreign subsidiaries. | ||
[2] | At March 31, 2016, the average interest rate on the borrowings was 0.65%. |
Debt - Long-term (Details)
Debt - Long-term (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | |||
Total long-term debt | $ 1,988 | $ 2,037.8 | |
Debt issuance cost | (12.1) | (11.9) | |
Less: debt maturing within one year | 1.8 | 1.5 | |
Total long-term debt, less current portion | $ 1,986.2 | 2,036.3 | |
Pollution Control and Industrial Revenue Bonds [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage, minimum | 0.60% | ||
Interest rate percentage, maximum | 6.50% | ||
Maturity date, minimum | 2,021 | ||
Maturity date, maximum | 2,035 | ||
Unamortized discounts | $ 0.2 | 0.2 | |
Total long-term debt | $ 141.5 | 141.5 | |
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 | ||
Unamortized discounts | $ 1.6 | 1.7 | |
Total long-term debt | $ 998.4 | 998.3 | |
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate Percentage | 1.80% | ||
Maturity Date | 2,020 | ||
Total long-term debt | $ 850 | 900 | |
Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Interest Rate Percentage | 2.90% | ||
Maturity Date | 2,019 | ||
Total long-term debt | [1] | $ 0 | 0 |
Letters of credit outstanding amount | 53.6 | ||
Credit Agreement, available funds | $ 1,410.7 | ||
Foreign Debt [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate percentage, minimum | 0.00% | ||
Interest rate percentage, maximum | 9.30% | ||
Maturity date, minimum | 2,016 | ||
Maturity date, maximum | 2,024 | ||
Total long-term debt | $ 10.2 | $ 9.9 | |
[1] | Letters of credit outstanding under our Credit Facility totaled $53.6 million and available funds under this facility were $1,410.7 million at March 31, 2016, which reflects borrowings under our commercial paper program. |
Debt - Credit Facility (Detail
Debt - Credit Facility (Details) - Revolving Credit Facility [Member] | 3 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Line Items] | |
Covenant compliance, actual leverage ratio | 4 |
Covenant Terms, Maximum Leverage Ratio | 4.5 |
Covenant compliance, actual interest coverage ratio | 6.7 |
Covenant Terms, Minimum Interest Coverage Ratio | 3.5 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Apr. 01, 2015 | ||
Results of discontinued FMC ACD operations: | ||||
Total discontinued operations of FMC ACD, net of income taxes | $ (6.1) | $ 15.6 | ||
Pension curtailment charge | 0 | 5.3 | ||
Major classes of assets and liabilities: | ||||
Discontinued operations, net of income taxes | (6.1) | 15.6 | ||
Discontinued Operations, tax effect of workers' compensation, product liability and other postretirement benefits | (0.9) | 0.3 | ||
Discontinued Operation, tax effect of provision for environmental | (1.2) | (1.9) | ||
Discontinued Operations, tax effect of provision for legal expenses | (1.6) | 0.1 | ||
Discontinued Operation, Tax Effect of Discontinued Operation | 0 | (0.4) | ||
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of $0.9 and ($0.3) for the three months ended March 31, 2016 and 2015, respectively | ||||
Major classes of assets and liabilities: | ||||
Discontinued operations, net of income taxes | (0.4) | (2.5) | ||
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 | [1] | (3) | (0.6) | |
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $1.6 and ($0.1) for the three months ended March 31, 2016 and 2015, respectively | ||||
Major classes of assets and liabilities: | ||||
Discontinued operations, net of income taxes | (2.7) | 0.1 | ||
Discontinued operations of FMC Alkali Chemicals, net of income tax benefit (expense) of zero and ($0.4) for the three months ended March 31, 2016 and 2015, respectively | ||||
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 | 194 | ||
Costs of sales and services | 0 | 149.2 | ||
Income (loss) from discontinued operations before income taxes | [2] | 0 | 19 | |
Provision for income taxes | 0 | 0.4 | ||
Total discontinued operations of FMC ACD, net of income taxes | 0 | 18.6 | ||
Less: discontinued operations of FMC ACD attributable to noncontrolling interests | 0 | 0 | ||
Discontinued operations of FMC ACD, net of income taxes, attributable to FMC Stockholders | 0 | 18.6 | ||
Allocated interest expense | 0 | 2.2 | ||
Divestiture related costs | 0 | 11.3 | ||
Major classes of assets and liabilities: | ||||
Discontinued operations, net of income taxes | $ 0 | $ 18.6 | ||
[1] | See a roll forward of our environmental reserves, as well as, discussion on significant environmental issues that occurred during the 2016 in Note 11. | |||
[2] | For the three months ended March 31, 2016 and 2015, respectively, amounts include zero and $2.2 million of allocated interest expense, zero and $11.3 million of divestiture related charges and zero and $5.3 million of a pension curtailment charge. Interest was allocated in accordance with relevant discontinued operations accounting guidance. |
Environmental Obligations (Deta
Environmental Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | ||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||
Environmental reserves, long-term | $ 277.1 | $ 281.8 | |||
Environmental loss contingencies, net of expected recoveries, in excess of accrual | $ 230 | ||||
Recorded Recoveries [Roll Forward] | |||||
Environmental charges, net | 6.6 | $ 1.9 | |||
Environmental Provision, Net of Recoveries recorded to Other Assets | 10.8 | 4.4 | |||
Continuing Operations [Member] | |||||
Recorded Recoveries [Roll Forward] | |||||
Environmental charges, net | [1] | 6.6 | 1.9 | ||
Discontinued Operations [Member] | |||||
Recorded Recoveries [Roll Forward] | |||||
Environmental charges, net | [2] | 4.2 | 2.5 | ||
Other Liabilities [Member] | |||||
Recorded Recoveries [Roll Forward] | |||||
Environmental charges, net | [3] | 12.6 | 4.4 | ||
Other Assets [Member] | |||||
Recorded Recoveries [Roll Forward] | |||||
Environmental Recoveries, beginning | 22.7 | ||||
Increase in Recoveries | 1.8 | ||||
Cash Received | 0 | ||||
Environmental Recoveries, ending | 24.5 | ||||
Environmental charges, net | [4] | 1.8 | $ 0 | ||
Gross [Member] | |||||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||
Total environmental reserves at December 31, 2015 | 348.2 | ||||
Provision/(benefit) | 12.6 | ||||
(Spending)/recoveries | (6.3) | ||||
Total environmental reserves at March 31, 2016 | 356.3 | ||||
Environmental reserves, current | [5] | 76 | |||
Environmental reserves, long-term | [6] | 280.3 | |||
Total environmental reserves, net of recoveries at end of period | 348.2 | 356.3 | 348.2 | ||
Recorded Recoveries [Roll Forward] | |||||
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Currency Translation | 1.8 | ||||
Net change | 8.1 | ||||
Recoveries [Member] | |||||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||
Total environmental reserves at December 31, 2015 | [7] | (7.3) | |||
Provision/(benefit) | [7] | 0 | |||
(Spending)/recoveries | [7] | 0 | |||
Total environmental reserves at March 31, 2016 | [7] | (7.3) | |||
Environmental reserves, current | [5],[7] | (4.1) | |||
Environmental reserves, long-term | [6],[7] | (3.2) | |||
Total environmental reserves, net of recoveries at end of period | [7] | (7.3) | (7.3) | (7.3) | |
Recorded Recoveries [Roll Forward] | |||||
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Currency Translation | 0 | ||||
Net change | 0 | ||||
Net [Member] | |||||
Accrual for Environmental Loss Contingencies [Roll Forward] | |||||
Total environmental reserves at December 31, 2015 | 340.9 | ||||
Provision/(benefit) | 12.6 | ||||
(Spending)/recoveries | (6.3) | ||||
Total environmental reserves at March 31, 2016 | 349 | ||||
Environmental reserves, current | [5] | 71.9 | |||
Environmental reserves, long-term | [6] | 277.1 | |||
Total environmental reserves, net of recoveries at end of period | 340.9 | $ 349 | $ 340.9 | ||
Recorded Recoveries [Roll Forward] | |||||
Accrual for Environmental Loss Contingencies, Increase (Decrease) for Currency Translation | 1.8 | ||||
Net change | $ 8.1 | ||||
[1] | Recorded as a component of “Restructuring and other charges (income)” on the condensed consolidated statements of income (loss), see Note 8. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations. | ||||
[2] | Recorded as a component of “Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss), see Note 10. | ||||
[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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares excluded from diluted EPS (in shares) | 1,900 | 1,600 |
Earnings (loss) attributable to FMC stockholders: | ||
Continuing operations, net of income taxes | $ 54.4 | $ (62.4) |
Discontinued operations, net of income taxes | (6.1) | 15.6 |
Net income (loss) attributable to FMC stockholders | 48.3 | (46.8) |
Less: Distributed and undistributed earnings allocable to restricted award holders | (0.2) | 0 |
Net income (loss) allocable to common stockholders | $ 48.1 | $ (46.8) |
Basic earnings (loss) per common share attributable to FMC stockholders: | ||
Continuing operations (in USD per share) | $ 0.41 | $ (0.47) |
Discontinued operations (in USD per share) | (0.05) | 0.12 |
Net income (loss) attributable to FMC stockholders (in USD per share) | 0.36 | (0.35) |
Diluted earnings (loss) per common share attributable to FMC stockholders: | ||
Continuing operations (in USD per share) | 0.41 | (0.47) |
Discontinued operations (in USD per share) | (0.05) | 0.12 |
Net income (loss) attributable to FMC stockholders (in USD per share) | $ 0.36 | $ (0.35) |
Shares: | ||
Weighted average number of shares of common stock outstanding - Basic (in shares) | 133,802 | 133,577 |
Weighted average additional shares assuming conversion of potential common shares (in shares) | 502 | 0 |
Shares – diluted basis (in shares) | 134,304 | 133,577 |
Equity - Rollforward of Stockh
Equity - Rollforward of Stockholders Equity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at December 31, 2015 | $ 1,908.3 | |||
Net income (loss) | 48.7 | $ (45.5) | ||
Stock compensation plans | 6.8 | |||
Excess tax benefits from share-based compensation | (0.3) | |||
Shares for benefit plan trust | (0.1) | |||
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax | 6.3 | [1] | 5.8 | |
Net hedging gains/(losses) and other, net of income tax | 4.7 | [1] | $ 0.5 | |
Foreign currency translation adjustments | [1] | 52.3 | ||
Dividends ($.165 per share) | (22.2) | |||
Repurchases of common stock | (1.2) | |||
Balance at March 31, 2016 | $ 2,003.3 | |||
Dividends paid (in USD per share) | $ 0.165 | |||
FMC Shareholders' Equity [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at December 31, 2015 | $ 1,865.7 | |||
Net income (loss) | 48.3 | |||
Stock compensation plans | 6.8 | |||
Excess tax benefits from share-based compensation | (0.3) | |||
Shares for benefit plan trust | (0.1) | |||
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax | [1] | 6.3 | ||
Net hedging gains/(losses) and other, net of income tax | [1] | 4.7 | ||
Foreign currency translation adjustments | [1] | 52.2 | ||
Dividends ($.165 per share) | (22.2) | |||
Repurchases of common stock | (1.2) | |||
Balance at March 31, 2016 | 1,960.2 | |||
Noncontrolling Interest [Member] | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at December 31, 2015 | 42.6 | |||
Net income (loss) | 0.4 | |||
Stock compensation plans | 0 | |||
Excess tax benefits from share-based compensation | 0 | |||
Shares for benefit plan trust | 0 | |||
Net pension and other benefit actuarial gains/(losses) and prior service costs, net of income tax | [1] | 0 | ||
Net hedging gains/(losses) and other, net of income tax | [1] | 0 | ||
Foreign currency translation adjustments | [1] | 0.1 | ||
Dividends ($.165 per share) | 0 | |||
Repurchases of common stock | 0 | |||
Balance at March 31, 2016 | $ 43.1 | |||
[1] | See condensed consolidated statements of comprehensive income (loss). |
Equity - Schedule of Accumulat
Equity - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax at December 31, 2015 | $ (457.3) | $ (375.8) | |
Other comprehensive income (loss) before reclassifications | [1] | 54.5 | (43.3) |
Amounts reclassified from accumulated other comprehensive income (loss) | 8.7 | 9.9 | |
Accumulated other comprehensive income (loss), net of tax at March 31, 2016 | (394.1) | (409.2) | |
Foreign currency adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax at December 31, 2015 | (147.3) | (50.4) | |
Other comprehensive income (loss) before reclassifications | [1] | 52.2 | (39.7) |
Amounts reclassified from accumulated other comprehensive income (loss) | 0 | 0 | |
Accumulated other comprehensive income (loss), net of tax at March 31, 2016 | (95.1) | (90.1) | |
Derivative Instruments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax at December 31, 2015 | [2] | (6.2) | (3.9) |
Other comprehensive income (loss) before reclassifications | [1],[2] | 2.3 | 2.3 |
Amounts reclassified from accumulated other comprehensive income (loss) | [2] | 2.4 | (1.8) |
Accumulated other comprehensive income (loss), net of tax at March 31, 2016 | [2] | (1.5) | (3.4) |
Pension and other postretirement benefits [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Accumulated other comprehensive income (loss), net of tax at December 31, 2015 | [3] | (303.8) | (321.5) |
Other comprehensive income (loss) before reclassifications | [1],[3] | 0 | (5.9) |
Amounts reclassified from accumulated other comprehensive income (loss) | [3] | 6.3 | 11.7 |
Accumulated other comprehensive income (loss), net of tax at March 31, 2016 | [3] | $ (297.5) | $ (315.7) |
[1] | Excludes foreign currency translation adjustments attributable to noncontrolling interests. | ||
[2] | See Note 16 for more information. | ||
[3] | See Note 14 for more information. |
Equity - Reclassification Out
Equity - Reclassification Out of Accumulated Other Comprehensive Income (Details) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Costs of sales and services | $ 517.4 | $ 408.7 | ||
Selling, general and administrative expenses | 126.5 | 297.9 | ||
Income from continuing operations before income taxes | 85.7 | (110.2) | ||
Provision for income taxes | (30.9) | 49.1 | ||
Amount included in net income | 48.7 | (45.5) | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Amount included in net income | [1] | (8.7) | (9.9) | |
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] | (3.6) | 3 | |
Provision for income taxes | [1] | 1.2 | (1.2) | |
Amount included in net income | [1] | (2.4) | 1.8 | |
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],[2] | (0.2) | (0.4) | |
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],[2] | (9.7) | (12.7) | |
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],[2] | 0 | (5.3) | [3] |
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] | (9.9) | (18.4) | |
Provision for income taxes | [1] | 3.6 | 6.7 | |
Amount included in net income | [1] | (6.3) | (11.7) | |
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] | (0.9) | 8.7 | |
Selling, general and administrative expenses | [1] | (2.1) | (4.4) | |
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] | $ (0.6) | $ (1.3) | |
[1] | Amounts in parentheses indicate charges to the condensed consolidated statements of income (loss). | |||
[2] | Pension and other postretirement benefits amounts include the impact from both continuing and discontinued operations. For detail on the continuing operations components of pension and other postretirement benefits, see Note 14. | |||
[3] | The loss due to curtailment for the three months ended March 31, 2015 related to the disposal of our FMC Alkali Chemicals division and was recorded to "Discontinued operations, net of income taxes" on the condensed consolidated statements of income (loss). |
Equity - Additional Informatio
Equity - Additional Information (Details) - USD ($) $ in Millions | Apr. 21, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Subsequent Event [Line Items] | ||||
Dividend paid | [1] | $ 22.1 | $ 20.1 | |
Stock repurchase program, remaining authorized repurchase amount | $ 250 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Dividend paid | $ 22.2 | |||
Dividends payable, date to be paid | Apr. 21, 2016 | |||
[1] | See Note 13 regarding quarterly cash dividend. |
Pensions and Other Postretire67
Pensions and Other Postretirement Benefits (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Components of net annual benefit cost (income): | |||
Recognized loss due to curtailment | $ 0 | $ (5.3) | |
Pension Plan [Member] | |||
Components of net annual benefit cost (income): | |||
Service cost | 2.6 | 4.1 | |
Interest cost | 12.7 | 15.4 | |
Expected return on plan assets | (21.9) | (22.2) | |
Amortization of prior service cost (credit) | 0.2 | 0.3 | |
Recognized net actuarial and other (gain) loss | 10.3 | 12.9 | |
Recognized loss due to curtailment | [1] | 0 | 4.8 |
Net periodic benefit cost | [2] | 3.9 | 15.3 |
Other Postretirement Benefit Plan [Member] | |||
Components of net annual benefit cost (income): | |||
Service cost | 0 | 0 | |
Interest cost | 0.2 | 0.3 | |
Expected return on plan assets | 0 | 0 | |
Amortization of prior service cost (credit) | 0 | 0.1 | |
Recognized net actuarial and other (gain) loss | (0.3) | (0.2) | |
Recognized loss due to curtailment | [1] | 0 | 0.5 |
Net periodic benefit cost | [2] | (0.1) | 0.7 |
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 | $ 25 | ||
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year, Voluntary Cash Contributions | $ 35 | ||
[1] | Curtailment loss is associated with the disposal of our FMC Alkali Chemicals division and was recorded to discontinued operations within the condensed consolidated statements of income (loss). | ||
[2] | Net periodic benefit cost represents both continuing and discontinued operations. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Tax Disclosure [Abstract] | |||
Continuing operations | $ 85.7 | $ (110.2) | |
Income tax expense | $ 30.9 | $ (49.1) | |
Effective tax rate (percent) | 36.10% | 44.60% | |
Discrete Items, Before Tax: | |||
Acquisition related charges | [1] | $ 0 | $ 190.7 |
Currency remeasurement | [2] | 2.3 | 6.3 |
Other discrete items (3) | [3] | 51 | 21.8 |
Tax only discrete items | [4] | 0 | 0 |
Total discrete items | 53.3 | 218.8 | |
Continuing operations, before discrete items | 139 | 108.6 | |
Discrete Items, Tax: | |||
Acquisition related charges | [1] | 0 | 70.3 |
Currency remeasurement | [2] | 0.5 | (2.8) |
Other discrete items (3) | [3] | 1.4 | 7.3 |
Tax only discrete items | [4] | (2.9) | 3 |
Total discrete items | (1) | 77.8 | |
Continuing operations, before discrete items | $ 29.9 | $ 28.7 | |
Estimated Annualized Effective Tax Rate (EAETR) (percent) | [5] | 21.50% | 26.40% |
[1] | Due to the nature of acquisition-related charges incurred in the first quarter of 2016, these charges are not treated discretely in accordance with GAAP. As such, the amounts differ from total acquisition-related charges as presented in Note 3. Acquisition-related charges for the three months ended March 31, 2015 are primarily taxed at domestic tax rates resulting in a material tax benefit. The acquisition-related charges are comprised of legal and professional fees and a loss incurred from hedging activity associated with the purchase price of Cheminova. See Note 3 for more information. As noted in footnote (2), below, hedge gains or losses are treated discretely for tax purposes. | ||
[2] | Represents transaction gains or losses for currency remeasurement, offset by the associated hedge gains or losses. Certain transaction gains or losses are considered non-taxable permanent items and their associated hedge gain or losses are treated discretely for tax purposes. | ||
[3] | In accordance with GAAP, subsidiaries for which a full valuation allowance has been provided generally are not accounted for as a component of the EAETR. For the three months ended March 31, 2016, the Other discrete items component of the EAETR reconciliation primarily relates to the impact of excluding these pretax losses. For the three months ended March 31, 2015, the Other discrete items primarily related to restructuring and IPR&D. | ||
[4] | Includes the tax effect of currency remeasurement associated with our foreign statutory operations that, in accordance with GAAP income tax accounting guidance, is treated discretely for tax purposes. | ||
[5] | The decrease in the EAETR is primarily driven by lower current year projected domestic earnings. Further, domestic tax legislation enacted during the fourth quarter of 2015 has decreased the amount of projected domestic tax expense for the three months ended March 31, 2016, as compared to the first quarter of 2015. |
Financial Instruments, Risk M69
Financial Instruments, Risk Management and Fair Value Measurements Narrative (Details) MMBTU in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)MMBTU | Dec. 31, 2015USD ($) | |
Derivative [Line Items] | ||
Estimated fair value of debt | $ 2,194.8 | $ 2,214 |
Carrying value of debt | 2,100.4 | $ 2,148.9 |
Designated as Hedging Instrument [Member] | ||
Derivative [Line Items] | ||
Cash flow hedge gain (loss) to be reclassified within 12 months | 2.8 | |
Cash flow hedge gain (loss) to be reclassified after 12 months | 0 | |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 419 | |
Designated as Hedging Instrument [Member] | Energy contracts [Member] | ||
Derivative [Line Items] | ||
Nonmonetary notional amount of price risk cash flow hedge | MMBTU | 1.9 | |
Designated as Hedging Instrument [Member] | Foreign Currency and Energy Contracts [Member] | ||
Derivative [Line Items] | ||
Cumulative changes in net gain (loss) from cash flow hedges | $ 2.8 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative [Line Items] | ||
Derivative notional amount | 1,889 | |
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 | 1.2 | |
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 | $ 1.6 |
- Derivatives Fair Value Balanc
- Derivatives Fair Value Balance Sheet Presentation (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | |
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [1] | $ (0.1) | $ 0 |
Gross amount of derivatives, net derivative assets/(liabilities) | (35.9) | (13.4) | |
Net derivative assets/(liabilities) | (36) | (13.4) | |
Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | [2] | 6.6 | 11.3 |
Gross Amounts Offset in the Consolidated Balance Sheet | [1],[2] | (6.6) | (11.3) |
Net Amounts, Assets | [2] | 0 | 0 |
Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [1],[3] | 6.5 | 11.3 |
Gross Amount of Derivatives, Liabilities | [3] | (42.5) | (24.7) |
Net Amounts, Liabilities | [3] | 36 | 13.4 |
Foreign Exchange Contract [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 6.5 | 11.3 | |
Gross Amounts Offset in the Consolidated Balance Sheet | [1] | (6.5) | (11.3) |
Net Amounts, Assets | 0 | 0 | |
Foreign Exchange Contract [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [1] | 6.5 | 11.3 |
Gross Amount of Derivatives, Liabilities | (40.1) | (22.7) | |
Net Amounts, Liabilities | 33.6 | 11.4 | |
Energy Contracts [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | 0.1 | 0 | |
Gross Amounts Offset in the Consolidated Balance Sheet | [1] | (0.1) | 0 |
Net Amounts, Assets | 0 | 0 | |
Energy Contracts [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amounts Offset in the Consolidated Balance Sheet | [1] | 0 | 0 |
Gross Amount of Derivatives, Liabilities | (2.4) | (2) | |
Net Amounts, Liabilities | 2.4 | 2 | |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of derivatives, net derivative assets/(liabilities) | (6.4) | (11.3) | |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | [2] | 6.1 | 6.1 |
Derivatives Designated as Hedging Instruments [Member] | Cash Flow Hedging [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Liabilities | [3] | (12.5) | (17.4) |
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 | 6 | 6.1 | |
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 | (10.1) | (15.4) | |
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 | 0.1 | 0 | |
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 | (2.4) | (2) | |
Derivatives Not Designated as Hedging Instruments [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross amount of derivatives, net derivative assets/(liabilities) | (29.5) | (2.1) | |
Derivatives Not Designated as Hedging Instruments [Member] | Prepaid and Other Current Assets [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Assets | [2] | 0.5 | 5.2 |
Derivatives Not Designated as Hedging Instruments [Member] | Accured and Other Liabilities [Member] | |||
Derivatives, Fair Value [Line Items] | |||
Gross Amount of Derivatives, Liabilities | [3] | (30) | (7.3) |
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 | 0.5 | 5.2 | |
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 | (30) | (7.3) | |
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 | 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] | Represents net derivatives positions subject to master netting arrangements. | ||
[2] | Net balance is included in “Prepaid and other current assets” in the condensed consolidated balance sheets. | ||
[3] | Net balance is included in “Accrued and other liabilities” in the condensed consolidated balance sheets. |
- Derivatives Gain (Loss) (Deta
- Derivatives Gain (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | |||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Unrealized hedging gains (losses) and other, net of tax | $ 2.3 | $ 2.3 | ||
Effective portion | [1] | 2.4 | (1.8) | |
Total derivative instruments, net of tax | 4.7 | [2] | 0.5 | |
Amount of Pre-tax Gain or (Loss) Recognized in Income on Derivatives | (180.1) | |||
Foreign Exchange Contract [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total derivative instruments, net of tax | 4.9 | (2.3) | ||
Energy Contracts [Member] | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Total derivative instruments, net of tax | (0.2) | 2.8 | ||
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 | 2.9 | 0.3 | ||
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] | 2 | (2.6) | |
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 | (0.6) | 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] | 0.4 | 0.8 | |
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] | 15.6 | (184.6) | |
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] | 15.6 | (4.5) | |
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 | $ (180.1) | |
[1] | See Note 13 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. |
- Fair Value (Details)
- Fair Value (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||||
Assets | ||||||
Total Gains (Losses) for the Period | $ (3.2) | $ (5.4) | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Assets | ||||||
Other | 25.3 | [1] | $ 25.4 | [2] | ||
Total assets | 25.3 | 25.4 | ||||
Liabilities | ||||||
Other | 29.2 | [3] | 29.1 | [4] | ||
Total liabilities | 29.2 | 29.1 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Foreign Exchange Contract [Member] | ||||||
Assets | ||||||
Derivatives – Foreign exchange | 0 | [5] | 0 | [6] | ||
Liabilities | ||||||
Derivative Liabilities | 0 | [5] | 0 | [6] | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Energy Contracts [Member] | ||||||
Liabilities | ||||||
Derivative Liabilities | 0 | [5] | 0 | [6] | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Assets | ||||||
Other | 0 | [1] | 0 | [2] | ||
Total assets | 0 | 0 | ||||
Liabilities | ||||||
Other | 0.3 | [3] | 0 | [4] | ||
Total liabilities | 36.3 | 13.4 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Foreign Exchange Contract [Member] | ||||||
Assets | ||||||
Derivatives – Foreign exchange | 0 | [5] | 0 | [6] | ||
Liabilities | ||||||
Derivative Liabilities | 33.6 | [5] | 11.4 | [6] | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Energy Contracts [Member] | ||||||
Liabilities | ||||||
Derivative Liabilities | 2.4 | [5] | 2 | [6] | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Assets | ||||||
Other | 0 | [1] | 0 | [2] | ||
Total assets | 0 | 0 | ||||
Liabilities | ||||||
Other | 0 | [3] | 0 | [4] | ||
Total liabilities | 0 | 0 | ||||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Foreign Exchange Contract [Member] | ||||||
Assets | ||||||
Derivatives – Foreign exchange | 0 | [5] | 0 | [6] | ||
Liabilities | ||||||
Derivative Liabilities | 0 | [5] | 0 | [6] | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Energy Contracts [Member] | ||||||
Liabilities | ||||||
Derivative Liabilities | 0 | [5] | 0 | [6] | ||
Fair Value, Measurements, Nonrecurring [Member] | ||||||
Assets | ||||||
Total Gains (Losses) for the Period | (70.5) | |||||
Total Gains (Losses) for the Period | [7] | (70.5) | ||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Assets | ||||||
Total assets | 0 | |||||
Long-lived assets associated with exit activities | [7] | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||
Assets | ||||||
Total assets | 0 | |||||
Long-lived assets associated with exit activities | [7] | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Assets | ||||||
Total assets | 35.4 | |||||
Long-lived assets associated with exit activities | [7] | 35.4 | ||||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | ||||||
Assets | ||||||
Other | 25.3 | [1] | 25.4 | [2] | ||
Total assets | 25.3 | 25.4 | ||||
Liabilities | ||||||
Other | 29.5 | [3] | 29.1 | [4] | ||
Total liabilities | 65.5 | 42.5 | ||||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Foreign Exchange Contract [Member] | ||||||
Assets | ||||||
Derivatives – Foreign exchange | 0 | [5] | 0 | [6] | ||
Liabilities | ||||||
Derivative Liabilities | 33.6 | [5] | 11.4 | [6] | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Recurring [Member] | Energy Contracts [Member] | ||||||
Liabilities | ||||||
Derivative Liabilities | $ 2.4 | [5] | 2 | [6] | ||
Estimate of Fair Value Measurement [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||||
Assets | ||||||
Total assets | 35.4 | |||||
Long-lived assets associated with exit activities | [7] | $ 35.4 | ||||
[1] | 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. | |||||
[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. | |||||
[4] | 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. | |||||
[5] | See the Fair Value of Derivative Instruments table within this Note for classifications on the condensed consolidated balance sheet. | |||||
[6] | See the Fair -Value of Derivative Instruments table within this Note for classification on the condensed consolidated balance sheet. | |||||
[7] | We recorded charges, within our FMC Health and Nutrition segment, to write down the value of certain long-lived assets of approximately $70.5 million to salvage value in the case of fixed assets and fair value in the case of indefinite lived intangible assets. |
Guarantees, Commitments, and 73
Guarantees, Commitments, and Contingencies (Details) $ in Millions | Mar. 31, 2016USD ($) |
Guarantor Obligations [Line Items] | |
Guarantees | $ 136.6 |
Guarantees of Vendor Financing [Member] | |
Guarantor Obligations [Line Items] | |
Guarantees | 80.8 |
Other debt guarantees [Member] | |
Guarantor Obligations [Line Items] | |
Guarantees | 35.7 |
Guarantee of Indebtedness of Others [Member] | |
Guarantor Obligations [Line Items] | |
Guarantees | $ 20.1 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 798.8 | $ 659.4 | |
Operating profit before the items listed below | 127.3 | 123 | |
Interest expense, net | (20.8) | (14) | |
Restructuring and other (charges) income | (12.4) | (22.3) | |
Non-operating pension and postretirement (charges) income | [1] | (1) | (6.2) |
Acquisition related charges | (7.4) | (190.7) | |
(Provision) benefit for income taxes | (30.9) | 49.1 | |
Discontinued operations, net of income taxes | (6.1) | 15.6 | |
Net income attributable to noncontrolling interests | (0.4) | (1.3) | |
Net income (loss) attributable to FMC stockholders | 48.3 | (46.8) | |
Acquisition-related charges | 7.4 | 190.7 | |
Operating Segments [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Income from continuing operations before income taxes | 144.2 | 138.3 | |
FMC Agricultural Solutions [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 546.1 | 392.4 | |
Income from continuing operations before income taxes | 82 | 81.8 | |
Restructuring and other (charges) income | (6.6) | (18.3) | |
FMC Health and Nutrition [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 192.4 | 211 | |
Income from continuing operations before income taxes | 47.3 | 51 | |
Restructuring and other (charges) income | (0.2) | (2.2) | |
FMC Lithium [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 60.3 | 56 | |
Income from continuing operations before income taxes | 14.9 | 5.5 | |
Restructuring and other (charges) income | (0.6) | (0.3) | |
Corporate and other [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Income from continuing operations before income taxes | (16.9) | (15.3) | |
Restructuring and other (charges) income | (5) | (1.5) | |
Cheminova [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
(Gain)/loss on hedging purchase price | (180.1) | ||
Acquisition-related charges | 7.4 | 190.7 | |
Selling, General and Administrative Expenses [Member] | Cheminova [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Legal and professional fees | [2] | 7.4 | 10.6 |
(Gain)/loss on hedging purchase price | [2] | 0 | 180.1 |
Cost of Sales and Services [Member] | Cheminova [Member] | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Inventory fair value amortization | [3] | $ 0 | $ 0 |
[1] | 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). | ||
[2] | On the condensed consolidated statements of income (loss), these charges are included in “Selling, general and administrative expense.” For more information see Note 3. | ||
[3] | On the condensed consolidated statements of income (loss), these charges are included in “Costs of sales and services.” |