SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 31, 2001
FMC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2376 94-0479804
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
1735 Market Street, Philadelphia, Pennsylvania 19103
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(Address of principal executive offices) (Zip Code)
(215) 299-6000
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Registrant's telephone number,
including area code
PAGE 2
Item 2. Acquisition or Disposition of Assets
Spin-off of FMC Technologies, Inc. Stock
On December 31, 2001 FMC Corporation ("FMC") completed the separation of FMC
Technologies, Inc. ("FTI") through the tax-free distribution of all of the
remaining shares of FTI Common Stock owned by FMC. Previously, on November 29,
2001 the Board of Directors of FMC approved a distribution of FMC's remaining 83
percent equity interest in FTI by distributing a special dividend to FMC's
shareholders of record as of 6:00 p.m., Eastern Standard Time, on December 12,
2001, which is the record date. As of that date FMC owned 53.95 million shares
of common stock of FTI. The remaining 17 percent of FMC Technologies'
outstanding shares were sold in an initial public offering in June 2001.
FMC shareholders received 1.71972131 shares of FTI for each FMC share, based on
31.4 million FMC shares outstanding. The final distribution ratio was determined
based on the number of FMC shares outstanding on the record date. FMC
shareholders received whole shares of FTI and cash payments for fractional
shares. Cash received in lieu of fractional shares is taxable to the recipient.
The Information Statement issued to the registrant's stockholders and copies of
the registrant's press releases relating to this spin-off are filed herewith as
follows:
- Exhibit 99.1: Press Release dated November 29, 2001
- Exhibit 99.2: Information Statement dated December 14, 2001
- Exhibit 99.3: Press Release dated December 31, 2001
Item 7. Financial Statements and Exhibits.
(b) Pro Forma Financial Information: Unaudited Pro Forma Consolidated
Statements of Income of FMC Corporation for the nine months ended
September 30, 2001 and for the year ended December 31, 2000 and
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 2001.
FMC CORPORATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS - BASIS
OF PRESENTATION
The unaudited pro forma consolidated statements of income reflect the
consolidated results of operations of FMC Corporation ("FMC") assuming the
spin-off of its FMC Technologies, Inc. ("FTI") business, as discussed in Item 2
above, had occurred at the beginning of each period presented. The unaudited pro
forma condensed consolidated balance sheet reflects the consolidated financial
position of FMC after the spin-off of its FTI business, as discussed in Item 2
above, as though the spin-off had occurred at the balance sheet date.
The unaudited pro forma consolidated statements of income and the unaudited pro
forma consolidated balance sheet have been prepared by FMC based upon the
assumptions and adjustments it has deemed appropriate, as described in the
accompanying Notes to Unaudited Pro Forma Financial Statements.
The following unaudited pro forma information may not necessarily reflect the
consolidated results of operations of FMC that would have actually resulted, had
the transactions occurred as of the dates indicated. The unaudited pro forma
information should be read in conjunction with FMC's Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q for the relevant time periods. Such
information contained herein represents management's best judgment as of the
date hereof based on information currently available. FMC does not intend to
update this information and disclaims any legal obligation to the contrary.
Historical information is not necessarily indicative of future performance.
PAGE 3
FMC CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Pro Forma
Historic ---------------------- Pro Forma
FMC FTI Adj. Note FMC
--------- ---------- ---------- ------ ---------
ASSETS
Current assets:
Cash and cash equivalents $ 123.6 $ (89.0) $ 34.6
Trade receivables, net of allowance for doubtful
accounts of $20.2 (pro forma $11.7) 669.8 (352.0) 317.8
Inventories 468.9 (276.8) 192.1
Due from FMC Technologies, Inc. -- -- $ 32.7 A 32.7
Other current assets 195.8 (76.1) 119.7
Deferred income taxes 116.9 (28.1) 88.8
--------- ---------- ---------- ---------
Total current assets 1,575.0 (822.0) 32.7 785.7
Investments 78.4 (27.0) 51.4
Property, plant and equipment at cost 3,136.4 (601.4) 2,535.0
Less -- accumulated depreciation 1,788.2 (345.0) 1,443.2
--------- ---------- ---------- ---------
Property, plant and equipment, net 1,348.2 (256.4) 1,091.8
Goodwill and intangible assets 459.6 (343.1) 116.5
Other assets 187.8 (9.3) 178.5
Deferred income taxes 143.8 (29.6) 114.2
--------- ---------- --------- ---------
Total assets $ 3,792.8 $ (1,487.4) $ 32.7 $ 2,338.1
========= ========== ========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 192.9 $ (82.6) $ 110.3
Accounts payable, trade and other 563.0 (329.0) 234.0
Income taxes payable and other current liabilities 656.9 (229.6) 427.3
Current portion of long-term debt 35.9 -- 35.9
Current portion of accrued pension
and other postretirement benefits 44.9 (17.5) 27.4
Intercompany payables -- (32.7) $ 32.7 A --
--------- ---------- ---------- ---------
Total current liabilities 1,493.6 (691.4) 32.7 834.9
Long-term debt, less current portion 1,001.7 (250.2) 751.5
Accrued pension and other postretirement
benefits, less current portion 160.8 (50.6) 110.2
Reserves for discontinued operations and long-term
environmental liabilities 257.7 (25.7) 232.0
Other non-current liabilities 151.4 (78.0) 73.4
Minority interests in consolidated companies 117.2 (3.3) (67.1) B 46.8
Stockholders' equity:
Preferred stock, no par value, authorized 5,000,000 shares;
no shares issued
Common stock, $0.10 par value, authorized 130,000,000
shares; issued 39,193,208 shares 3.9 (.7) .7 3.9
Capital in excess of par value of common stock 215.5 (509.8) 509.8 215.5
Retained earnings 1,229.0 (20.9) (493.4) B 764.7
Accumulated other comprehensive (loss) (326.0) 143.2 (182.8)
Treasury stock, common, at cost; 7,974,738 shares (512.0) -- (512.0)
--------- ---------- ---------- ---------
Total stockholders' equity 610.4 (388.2) 67.1 289.3
--------- ---------- ---------- ---------
Total liabilities and stockholders' equity $ 3,792.8 $ (1,487.4) $ 32.7 $ 2,338.1
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A - Recognition of receivable from FTI for changes in FTI's cash and debt
balances through May 31, 2001 and intercompany transactions through
September 30, 2001.
B - Recognition of the dividend of FTI shares to FMC shareholders, including
the elimination of the minority interest liability to FTI minority
shareholders through the distribution of the dividend.
PAGE 4
FMC CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(UNAUDITED AND IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Pro Forma
Historic ------------------------- Pro Forma
FMC FTI Adj. Note FMC
--------- ---------- ---------- ------ ---------
Revenue $ 2,834.7 $(1,381.5) $ 1,453.2
Costs and expenses:
Cost of sales or services 2,118.8 (1,065.6) 1,053.2
Selling, general and administrative expense 393.1 (214.1) $ 2.4 C 181.4
Research and development expense 115.9 (42.0) 73.9
Asset impairments 324.4 (1.3) 323.1
Restructuring and other charges 215.0 (15.5) (15.0) D 184.5
--------- --------- ---------- ---------
Total costs and expenses 3,167.2 (1,338.5) (12.6) 1,816.1
Income (loss) from continuing operations before minority interests,
net interest expense, income taxes and the cumulative effect of a
change in accounting principle (332.5) (43.0) (12.6) (362.9)
Minority interests 5.8 (0.7) (3.6) E 1.5
Interest expense 67.1 (10.5) (11.2) F 45.4
Interest income (3.6) 2.4 (1.2)
--------- --------- ---------- ---------
Income (loss) from continuing operations before income taxes
and the cumulative effect of a change in accounting principle (401.8) (34.2) 27.4 (408.6)
Provision (benefit) for income taxes (102.4) (16.2) (19.4) G (138.0)
--------- --------- ---------- ---------
Income (loss) from continuing operations before cumulative effect
of a change in accounting principle (299.4) (18.0) 46.8 (270.6)
Cumulative effect of change in accounting principle, net of
income taxes (5.6) 4.7 (0.9)
--------- --------- ---------- ---------
Income (loss) from continuing operations $(305.0) $ (13.3) $ 46.8 $ (271.5)
========= ========= ========== =========
Basic loss per common share:
Loss from continuing operations before the cumulative
effect of a change in accounting principle $ (9.65) $ (8.73)
Cumulative effect of a change in accounting principle,
net of income taxes (0.18) (0.03)
--------- ---------
Net loss from continuing operations per common share $ (9.83) $ (8.76)
========= =========
Average number of shares used in basic loss per common
share computations 31.0 31.0
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Diluted loss per common share:
Loss from continuing operations before the cumulative
effect of a change in accounting principle $ (9.65) $ (8.73)
Cumulative effect of a change in accounting principle, net of
income taxes (0.18) (0.03)
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Net loss from continuing operations per common share $ (9.83) $ (8.76)
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Average number of shares used in diluted loss per share computations 31.0 31.0
========= =========
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C - Adjustment for corporate costs primarily associated with FTI stock-based
compensation.
D - Primarily severance and lease termination costs directly related to the
decision to spin-off FTI. Pro forma FMC restructuring and other charges
also include an additional $16.6 million related to the reorganization
of FMC associated with the spin-off of FTI.
E - Minority interest expense associated with FTI.
F - Annualized interest expense allocated to FTI in accordance with EITF 87-24
"Allocation of Interest to Discontinued Operations."
G - Tax on pro forma adjustments calculated as follows:
- Add back of tax provision adjustments related to
legal entity reorganizations associated with the
formation of FTI ($28.7)
- Taxable adjustments at 39% 9.3
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Total ($19.4)
The pro forma effective tax rate on earnings excluding asset impairments of
$323.1 and restructuring and other charges of $184.5 is approximately
23.5%. The effective rate on earnings excluding these items for the full
year, on a pro forma basis, is expected to be approximately 23.7%.
PAGE 5
FMC CORPORATION AND CONSOLIDATED SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2000
(UNAUDITED AND IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
Pro Forma
Historic ---------------------- Pro Forma
FMC FTI Adj. Note FMC
--------- ---------- ---------- ------ ---------
Revenue $ 3,925.5 $(1,875.2) $ 2,050.3
Costs and expenses:
Cost of sales and services 2,872.0 (1,421.1) 1,450.9
Selling, general and administrative expense 522.5 (291.2) 231.3
Research and development expense 154.5 (56.7) 97.8
Asset impairments 11.6 (1.5) 10.1
Restructuring and other charges 45.0 (9.8) 35.2
--------- --------- ---------- ---------
Total costs and expenses 3,605.6 (1,780.3) 1,825.3
Income from continuing operations before minority interests,
net interest expense, income taxes and cumulative effect of a
change in accounting principle 319.9 (94.9) 225.0
Minority interests 4.6 -- 4.6
Interest expense 99.7 (6.6) (26.6) F 66.5
Interest income (7.0) 2.3 -- (4.7)
--------- --------- ---------- ---------
Income from continuing operations before income taxes and cumulative
effect of a change in accounting principle 222.6 (90.6) 26.6 158.6
Provision for income taxes 45.3 (22.7) 10.4 H 33.0
--------- --------- ---------- ---------
Income from continuing operations before cumulative effect of a
change in accounting principle $ 177.3 $ (67.9) $16.2 $ 125.6
========= ========= ========== =========
Basic earnings from continuing operations per common share $ 5.83 $ 4.13
========= =========
Average number of shares 30.4 30.4
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Diluted earnings from continuing operations per common share used in
basic earnings per share computations $ 5.62 $ 3.98
========= =========
Average number of shares used in diluted earnings per share
computations 31.6 31.6
========= =========
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H - Tax on pro forma adjustment at 39%.
(b) Exhibits
2.1 Form of Separation and Distribution Agreement
4.1 $240,000,000 364-day Credit Agreement
99.1 Press Release dated November 29, 2001 announcing the special dividend
of FTI stock.
99.2 Information Statement dated December 14, 2001
99.3 Press Release dated December 31, 2001 announcing the completion of the
special dividend of FTI stock
PAGE 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FMC CORPORATION
By /s/ Andrea E. Utecht
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Andrea E. Utecht
Vice President, General
Counsel and Secretary
Date: January 9, 2002