0000037785-19-000051.txt : 20190322 0000037785-19-000051.hdr.sgml : 20190322 20190322151615 ACCESSION NUMBER: 0000037785-19-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190322 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190322 DATE AS OF CHANGE: 20190322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FMC CORP CENTRAL INDEX KEY: 0000037785 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 940479804 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02376 FILM NUMBER: 19699600 BUSINESS ADDRESS: STREET 1: 2929 WALNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 215-299-6668 MAIL ADDRESS: STREET 1: 2929 WALNUT STREET CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: FOOD MACHINERY & CHEMICAL CORP DATE OF NAME CHANGE: 19670706 FORMER COMPANY: FORMER CONFORMED NAME: BEAN SPRAY PUMP CO DATE OF NAME CHANGE: 19670706 8-K 1 fmc8kliventdiscontinuedrec.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
 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) March 22, 2019
__________________________________________________________________________
FMC CORPORATION
(Exact name of registrant as specified in its charter)
__________________________________________________________________________ 
Delaware
1-2376
94-0479804
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
 
 
 
2929 Walnut Street
Philadelphia, Pennsylvania
 
19104
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 215-299-6000
__________________________________________________________________________

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
 
o
 


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act






Item 2.02 Results of Operations and Financial Condition.
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. In March 2019, as a result of the completed separation of Livent from FMC, our FMC Lithium segment was classified as a discontinued operation.
Attached as Exhibit 99.1 are schedules presenting certain financial information of FMC after reclassifying our FMC Lithium segment to a discontinued operation for each quarterly period within our fiscal year ended December 31, 2018 as well as the full year fiscal years ended December 31, 2018 and 2017, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits





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
(Registrant)
 
 
 
 
 
By:
/s/ ANDREW D. SANDIFER
 
 
Andrew D. Sandifer
Executive Vice President and Chief Financial Officer
Date: March 22, 2019



 EX-99.1 2 fmcex991liventdiscontinued.htm EXHIBIT 99.1 Exhibit
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.


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


1


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.


2


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


(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.

4


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



5