Exhibit 99.1
Discontinued Operations Presentation - FMC Lithium
In March 2017, FMC Corporation (“FMC” or "we") announced its intention to separate the FMC Lithium segment (subsequently renamed Livent Corporation, or "Livent") into a publicly traded company. The initial step of the separation, the initial public offering ("IPO") of Livent, closed on October 15, 2018. In connection with the IPO, Livent had granted the underwriters an option to purchase additional shares of common stock to cover over-allotments at the IPO price, less the underwriting discount. On November 8, 2018, the underwriters exercised in full their option to purchase additional shares. After completion of the IPO and the underwriters' exercise to purchase additional shares of common stock, we owned 123 million shares of Livent's common stock, representing approximately 84 percent of the total outstanding shares of Livent's common stock. On March 1, 2019, we completed the previously announced distribution of 123 million shares of common stock of Livent as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019.
We have concluded, as a result of the full separation of Livent from FMC, that the FMC Lithium segment has met the criteria to be presented as a discontinued operation in accordance with U.S. generally accepted accounting principles. We will present FMC Lithium as a discontinued operation beginning in the first quarter of 2019 and each subsequent reporting period. Accordingly, we have recasted the following financial schedules for each quarterly period within the fiscal year ended December 31, 2018 as well as the full year fiscal years ended December 31, 2018 and 2017, respectively, to present the FMC Lithium segment as a discontinued operation.
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| FINANCIAL SCHEDULES | PAGE |
| RECASTED - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |
| RECASTED - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |
| RECASTED - CAPITAL EXPENDITURES, DEPRECIATION AND AMORTIZATION, AND RESEARCH AND DEVELOPMENT EXPENSE | |
FMC CORPORATION
RECASTED - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | 2018 | | 2017 |
| (Unaudited, in millions, except per share amounts) | Q1 | | Q2 | | Q3 | | Q4 | | FY | | FY |
| Revenue | $ | 1,107.9 |
| | $ | 1,154.4 |
| | $ | 923.6 |
| | $ | 1,099.4 |
| | $ | 4,285.3 |
| | $ | 2,531.2 |
|
| | | | | | | | | | | | |
| Costs of sales and services | 605.4 |
| | 664.0 |
| | 528.4 |
| | 607.7 |
| | 2,405.5 |
| | 1,579.4 |
|
| | | | | | | | | | | | |
| Gross margin | 502.5 |
| | 490.4 |
| | 395.2 |
| | 491.7 |
| | 1,879.8 |
| | 951.8 |
|
| | | | | | | | | | | | |
| Selling, general and administrative expenses | 192.5 |
| | 200.3 |
| | 194.6 |
| | 202.6 |
| | 790.0 |
| | 581.7 |
|
| Research and development expenses | 64.9 |
| | 75.9 |
| | 70.1 |
| | 76.8 |
| | 287.7 |
| | 138.4 |
|
| Restructuring and other charges (income) | (79.9 | ) |
| 80.9 |
|
| 25.4 |
|
| 34.8 |
|
| 61.2 |
|
| 73.2 |
|
| Total costs and expenses | 782.9 |
| | 1,021.1 |
| | 818.5 |
| | 921.9 |
| | 3,544.4 |
| | 2,372.7 |
|
| Income from continuing operations before equity in (earnings) loss of affiliates, non-operating pension and postretirement charges (income), interest expense, net and income taxes | 325.0 |
| | 133.3 |
| | 105.1 |
| | 177.5 |
| | 740.9 |
| | 158.5 |
|
| Equity in (earnings) loss of affiliates | (0.1 | ) | | — |
| | — |
| | — |
| | (0.1 | ) | | (0.1 | ) |
| Non-operating pension and postretirement charges (income) | 0.5 |
|
| 0.2 |
|
| (1.2 | ) |
| — |
|
| (0.5 | ) |
| (16.3 | ) |
| Interest expense, net | 33.9 |
|
| 34.4 |
|
| 33.4 |
|
| 31.4 |
|
| 133.1 |
|
| 79.1 |
|
| Income (loss) from continuing operations before income taxes | 290.7 |
| | 98.7 |
| | 72.9 |
| | 146.1 |
| | 608.4 |
| | 95.8 |
|
| Provision (benefit) for income taxes | 60.5 |
| | (1.1 | ) | | 22.0 |
| | (10.6 | ) | | 70.8 |
| | 228.9 |
|
| Income (loss) from continuing operations | 230.2 |
| | 99.8 |
| | 50.9 |
| | 156.7 |
| | 537.6 |
| | (133.1 | ) |
| Discontinued operations, net of income taxes | 39.4 |
|
| 32.7 |
|
| 23.9 |
|
| (122.1 | ) |
| (26.1 | ) |
| 671.5 |
|
| Net income (loss) | $ | 269.6 |
| | $ | 132.5 |
| | $ | 74.8 |
| | $ | 34.6 |
| | $ | 511.5 |
| | $ | 538.4 |
|
| Less: Net income (loss) attributable to noncontrolling interests | 2.4 |
| | 2.8 |
| | 2.0 |
| | 2.2 |
| | 9.4 |
| | 2.6 |
|
| Net income (loss) attributable to FMC stockholders | $ | 267.2 |
| | $ | 129.7 |
|
| $ | 72.8 |
|
| $ | 32.4 |
|
| $ | 502.1 |
|
| $ | 535.8 |
|
| | | | | | | | | | | | |
| Amounts attributable to FMC stockholders: | | | | | | | | | | | |
| Continuing operations, net of income taxes | $ | 227.8 |
| | $ | 97.0 |
| | $ | 48.9 |
| | $ | 157.7 |
| | $ | 531.4 |
| | $ | (135.7 | ) |
| Discontinued operations, net of income taxes | 39.4 |
| | 32.7 |
| | 23.9 |
| | (125.3 | ) | | (29.3 | ) | | 671.5 |
|
| Net income (loss) attributable to FMC stockholders | $ | 267.2 |
| | $ | 129.7 |
| | $ | 72.8 |
| | $ | 32.4 |
| | $ | 502.1 |
| | $ | 535.8 |
|
Basic earnings (loss) per common share attributable to FMC stockholders(1): | | | | | | | | | | | |
| Continuing operations | $ | 1.69 |
| | $ | 0.72 |
| | $ | 0.36 |
| | $ | 1.17 |
| | $ | 3.94 |
| | $ | (1.01 | ) |
| Discontinued operations | 0.29 |
| | 0.24 |
| | 0.18 |
| | (0.93 | ) | | (0.22 | ) | | 5.00 |
|
| Basic earnings per common share | $ | 1.98 |
| | $ | 0.96 |
| | $ | 0.54 |
| | $ | 0.24 |
| | $ | 3.72 |
| | $ | 3.99 |
|
| Average number of shares outstanding used in basic earnings per share computations | 134.6 |
| | 134.8 |
| | 134.9 |
| | 133.7 |
| | 134.4 |
| | 134.3 |
|
Diluted earnings (loss) per common share attributable to FMC stockholders(1): | | | | | | | | | | | |
| Continuing operations | $ | 1.67 |
| | $ | 0.72 |
| | $ | 0.36 |
| | $ | 1.17 |
| | $ | 3.91 |
| | $ | (1.01 | ) |
| Discontinued operations | 0.29 |
| | 0.24 |
| | 0.18 |
| | (0.93 | ) | | (0.22 | ) | | 5.00 |
|
| Diluted earnings per common share | $ | 1.96 |
| | $ | 0.96 |
| | $ | 0.54 |
| | $ | 0.24 |
| | $ | 3.69 |
| | $ | 3.99 |
|
| Average number of shares outstanding used in diluted earnings per share computations | 136.2 |
| | 136.2 |
| | 136.4 |
| | 135.1 |
| | 135.9 |
| | 134.3 |
|
| |
| (1) | The sum of quarterly earnings per common share may differ from the full-year amount. |
FMC CORPORATION
RECASTED - RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
RECASTED - RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO FMC STOCKHOLDERS (GAAP) TO ADJUSTED AFTER-TAX EARNINGS FROM CONTINUING OPERATIONS, ATTRIBUTABLE TO FMC STOCKHOLDERS (NON-GAAP)
(Unaudited, in millions, except per share amounts)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | 2018 | | 2017 |
| | Q1 | | Q2 | | Q3 | | Q4 | | FY | | FY |
| Net income (loss) attributable to FMC stockholders (GAAP) | $ | 267.2 |
| | $ | 129.7 |
| | $ | 72.8 |
| | $ | 32.4 |
| | $ | 502.1 |
| | $ | 535.8 |
|
| Corporate special charges (income): | | | | | | | | | | | |
| Restructuring and other charges (income) | (79.9 | ) |
| 80.9 |
|
| 25.4 |
|
| 34.8 |
|
| 61.2 |
|
| 73.2 |
|
| Non-operating pension and postretirement charges (income) | 0.5 |
| | 0.2 |
| | (1.2 | ) | | — |
| | (0.5 | ) | | (16.3 | ) |
| Transaction-related charges | 49.5 |
|
| 66.6 |
|
| 18.2 |
|
| 22.2 |
|
| 156.5 |
|
| 150.4 |
|
| Income tax expense (benefit) on Corporate special charges (income) | 8.4 |
| | (36.1 | ) | | (8.9 | ) | | (16.2 | ) | | (52.8 | ) | | (58.0 | ) |
| Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) | — |
| | — |
| | — |
| | (0.5 | ) | | (0.5 | ) | | — |
|
Discontinued operations attributable to FMC stockholders, net of income taxes (1) | (39.4 | ) |
| (32.7 | ) |
| (23.9 | ) |
| 125.3 |
|
| 29.3 |
|
| (671.5 | ) |
| Tax adjustments | 8.6 |
| | (4.9 | ) | | 14.3 |
| | (0.7 | ) | | 17.3 |
| | 258.9 |
|
| | | | | | | | | | | | |
Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP) (2) | $ | 214.9 |
| | $ | 203.7 |
| | $ | 96.7 |
| | $ | 197.3 |
| | $ | 712.6 |
| | $ | 272.5 |
|
| | | | | | | | | | | | |
| Diluted earnings per common share (GAAP) | $ | 1.96 |
| | $ | 0.96 |
| | $ | 0.54 |
| | $ | 0.24 |
| | $ | 3.69 |
| | $ | 3.99 |
|
| Corporate special charges (income) per diluted share, before tax: | | | | | | | | | | | |
| Restructuring and other charges (income) | (0.59 | ) | | 0.60 |
| | 0.19 |
| | 0.26 |
| | 0.44 |
| | 0.54 |
|
| Non-operating pension and postretirement charges (income) | — |
| | — |
| | — |
| | — |
| | — |
| | (0.12 | ) |
| Transaction-related charges | 0.37 |
| | 0.49 |
| | 0.13 |
| | 0.16 |
| | 1.15 |
| | 1.11 |
|
| Income tax expense (benefit) on Corporate special charges (income), per diluted share | 0.06 |
| | (0.27 | ) | | (0.07 | ) | | (0.12 | ) | | (0.39 | ) | | (0.42 | ) |
| Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) per diluted share | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| Discontinued operations attributable to FMC stockholders, net of income taxes per diluted share | (0.29 | ) | | (0.24 | ) | | (0.18 | ) | | 0.93 |
| | 0.22 |
| | (5.00 | ) |
| Tax adjustments per diluted share | 0.07 |
| | (0.04 | ) | | 0.10 |
| | (0.01 | ) | | 0.13 |
| | 1.91 |
|
| | | | | | | | | | | | |
| Diluted adjusted after-tax earnings from continuing operations per share, attributable to FMC stockholders (Non-GAAP) | $ | 1.58 |
| | $ | 1.50 |
| | $ | 0.71 |
| | $ | 1.46 |
| | $ | 5.24 |
| | $ | 2.01 |
|
| | | | | | | | | | | | |
Average number of shares outstanding used in diluted adjusted after-tax earnings from continuing operations per share computations (3) | 136.2 |
| | 136.2 |
| | 136.4 |
| | 135.1 |
| | 135.9 |
| | 135.7 |
|
____________________
| |
| (1) | Discontinued operations, net of income taxes for 2018 includes a charge of approximately $106 million to adjust reserves for environmental liabilities as a result of active negotiations for a settlement at our Middleport, New York plant. 2017 includes an after-tax gain of approximately $918 million resulting from the divestiture of FMC Health and Nutrition. |
| |
| (2) | The Company believes that the Non-GAAP financial measure “Adjusted after-tax earnings from continuing operations attributable to FMC stockholders”, and its presentation on a per share basis, provides useful information about the Company’s operating results to investors and securities analysts. Adjusted earnings excludes the effects of corporate special charges, tax-related adjustments and the results of our discontinued operations. The Company also believes that excluding the effects of these items from operating results allows management and investors to compare more easily the financial performance of its underlying businesses from period to period. |
| |
| (3) | The average number of shares outstanding used in the twelve months ended December 31, 2017 diluted adjusted after-tax earnings from continuing operations per share computation (Non-GAAP) include 1.4 million diluted shares. The number of shares differs from the average number of shares outstanding used in diluted earnings per share computations (GAAP) as we had a net loss from continuing operations attributable to FMC stockholders. |
RECASTED - RECONCILIATION OF NET INCOME (LOSS) (GAAP) TO ADJUSTED EARNINGS FROM CONTINUING OPERATIONS,
BEFORE INTEREST, INCOME TAXES, DEPRECIATION AND AMORTIZATION, AND NONCONTROLLING INTERESTS (NON-GAAP)
(Unaudited, in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | 2018 | | 2017 |
| | Q1 | | Q2 | | Q3 | | Q4 | | FY | | FY |
| Net income (loss) (GAAP) | $ | 269.6 |
| | $ | 132.5 |
| | $ | 74.8 |
| | $ | 34.6 |
| | $ | 511.5 |
| | $ | 538.4 |
|
| Restructuring and other charges (income) | (79.9 | ) | | 80.9 |
| | 25.4 |
| | 34.8 |
| | 61.2 |
| | 73.2 |
|
| Non-operating pension and postretirement charges (income) | 0.5 |
| | 0.2 |
| | (1.2 | ) | | — |
| | (0.5 | ) | | (16.3 | ) |
| Transaction-related charges | 49.5 |
| | 66.6 |
| | 18.2 |
| | 22.2 |
| | 156.5 |
| | 150.4 |
|
| Discontinued operations, net of income taxes | (39.4 | ) | | (32.7 | ) | | (23.9 | ) | | 122.1 |
| | 26.1 |
| | (671.5 | ) |
| Interest expense, net | 33.9 |
| | 34.4 |
| | 33.4 |
| | 31.4 |
| | 133.1 |
| | 79.1 |
|
| Depreciation and amortization | 34.8 |
| | 38.8 |
| | 37.8 |
| | 38.8 |
| | 150.2 |
| | 97.8 |
|
| Provision (benefit) for income taxes | 60.5 |
| | (1.1 | ) | | 22.0 |
| | (10.6 | ) | | 70.8 |
| | 228.9 |
|
Adjusted earnings from continuing operations, before interest, income taxes, depreciation and amortization, and noncontrolling interests (Non-GAAP) (1) | $ | 329.5 |
| | $ | 319.6 |
| | $ | 186.5 |
| | $ | 273.3 |
| | $ | 1,108.9 |
| | $ | 480.0 |
|
____________________
| |
| (1) | Referred to as Total Company Adjusted EBITDA. Total Company Adjusted EBITDA is defined as operating profit excluding depreciation and amortization expense. |
FMC CORPORATION
RECASTED - CAPITAL EXPENDITURES, DEPRECIATION AND AMORTIZATION,
AND RESEARCH AND DEVELOPMENT EXPENSE DATA
(Unaudited, in millions)
|
| | | | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | Capital Expenditures | | Depreciation and Amortization | | Research and Development Expense |
| 2018 | | 2017 | | 2018 | | 2017 | | 2018 | | 2017 |
| FMC Total | $ | 83.0 |
| | $ | 38.3 |
| | $ | 150.2 |
| | $ | 97.8 |
| | $ | 287.7 |
| | $ | 138.4 |
|
