(NOTIFY) 72731,347
(CONTACT-NAME) David A. Kain
(CONTACT-PHONE) (312) 861-6050
PAGE 0
DOCUMENT HEADER
DOCUMENT TYPE 1
COUNT 15
SECTIONS
Financial Statements 2
Notes To Financial Statements 6
Management's Discussion 8
Accountants' Reports 13,14
Other Information 15
Signatures 16
PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 1994
or
( ) Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from-------- to---------
Commission File Number 1-2376
FMC Corporation
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-0479804
----------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
-----------------------------------------------------
(312) 861-6000
------------------------------------
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.
Class Outstanding at March 31, 1994
- ---------------------------------------- - ---------------------------
Common Stock, par value $0.10 per share 36,281,219
PAGE 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FMC Corporation and Consolidated Subsidiaries
Consolidated Statements of Income (Unaudited)
(In thousands, except per share data)
Three Months
Ended March 31
1994 1993
Revenue:
Sales $ 908,300 $ 901,662
Equity in net earnings
of affiliates 1,653 1,599
Other revenue 18,409 2,158
Total revenue 928,362 905,419
Costs and expenses:
Cost of sales 654,917 666,129
Selling, general and
administrative expenses 142,442 128,659
Research and development 38,182 33,575
Other (income) and expense, net (4,692) (1,280)
Total costs and expenses 830,849 827,083
Earnings before interest, minority
interests and taxes 97,513 78,336
Minority interests 14,925 629
Interest income 1,594 2,473
Interest expense 16,407 18,420
Income before income taxes 67,775 61,760
Provision for income taxes 21,688 16,320
Net income $ 46,087 $ 45,440
Average number of shares:
Primary 37,022 36,931
Fully diluted 37,036 39,807
Earnings per common share:
Primary $ 1.24 $ 1.23
Fully diluted $ 1.24 $ 1.19
See accompanying notes to consolidated financial statements.
PAGE 3
FMC Corporation and Consolidated Subsidiaries
Consolidated Balance Sheets
(In thousands, except per share data) March 31
1994 December 31
Assets: (Unaudited) 1993
Current assets:
Cash $ 20,397 $ 20,450
Marketable securities 120,122 57,071
Trade receivables, net of allowance
for doubtful accounts of $7,570 and
$6,777 in 1994 and 1993, respectively 627,681 573,181
Inventories 422,878 268,107
Other current assets 160,070 143,439
Deferred income taxes 128,720 129,479
Total current assets 1,479,868 1,191,727
Investments 74,787 76,197
Property, plant and equipment 3,649,816 3,498,394
Less -- accumulated depreciation 2,216,259 2,108,145
Net property, plant and equipment 1,433,557 1,390,249
Patents, deferred charges and intangibles
of acquired companies 126,638 91,741
Deferred income taxes 77,834 95,199
Total assets $3,192,684 $2,845,113
Liabilities and Stockholders' Equity
Current liabilities:
Short-term debt $ 61,554 $ 66,904
Accounts payable, trade and other 599,465 501,163
Accrued and other liabilities 501,263 481,357
Current portion of long-term debt 15,268 15,029
Current portion of accrued pension
and other postretirement benefits 35,000 37,119
Income taxes payable 78,478 86,432
Total current liabilities 1,291,028 1,188,004
Long-term debt, less current portion 880,361 749,855
Accrued pension and other postretirement
benefits, less current portion 307,558 302,725
Reserve for discontinued operations and
restructuring 326,411 344,267
Minority interests in consolidated companies 123,332 43,379
Stockholders' equity:
Common stock, $0.10 par value, authorized
60,000,000 shares; issued 36,576,782
shares in 1994 and 36,472,641 shares
in 1993 3,658 3,647
Capital in excess of par value
of capital stock 83,127 79,582
Retained earnings 253,220 207,133
Foreign currency translation adjustment (67,126) (64,766)
Treasury stock, common, at cost;
295,563 shares in 1994 and 292,018
shares in 1993 (8,885) (8,713)
Total stockholders' equity 263,994 216,883
Total liabilities and stockholders' equity $3,192,684 $2,845,113
See accompanying notes to consolidated financial statements.
PAGE 4
FMC Corporation and Consolidated Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
Three Months
Ended March 31
1994 1993
Reconciliation from net income to
cash provided (required) by operating
activities:
Net income $ 46,087 $ 45,440
Adjustments for non-cash components of
net income:
Depreciation and amortization 53,893 59,160
Deferred income taxes 12,560 (7,990)
Equity in net earnings of affiliates (1,653) (1,599)
Amortization of accrued pension costs (2,881) (1,150)
Interest on zero-coupon senior
subordinated convertible debentures - 2,973
Minority interests 14,925 629
Other 2,188 3,490
125,119 100,953
(Increase) in assets:
Trade receivables (47,991) (26,789)
Inventories (67,956) (2,824)
Other current assets (15,736) (17,455)
(Decrease) increase in liabilities:
Accounts payable and accruals 2,563 (26,915)
Income taxes payable (8,035) 12,576
Restructuring reserve (8,854) -
Accrued pension and other
postretirement benefits, net 906 1,594
(145,103) (59,813)
Cash provided (required) by operating
activities $ (19,984) $ 41,140
See accompanying notes to consolidated financial statements.
PAGE 5
FMC Corporation and Consolidated Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
Three Months
Ended March 31
1994 1993
Cash provided (required) by operating
activities $(19,984) $ 41,140
Cash required by discontinued operations (3,438) (3,342)
Cash provided (required) by investing
activities:
Capital spending (46,735) (39,467)
Disposal of property, plant and
equipment 2,946 2,302
Decrease in investments 3,063 4,674
(40,726) (32,491)
Cash provided (required) by financing
activities:
Decrease in short-term debt (5,350) (22,317)
Net borrowings under credit facilities 208,000 125,000
Proceeds from issuance of other
long-term debt 74 381
Repayment of other long-term debt (77,329) (5,786)
Issuance of capital stock, net 3,384 1,427
128,779 98,705
Effect of exchange rate changes on cash (1,633) 1,669
Increase in cash and marketable securities 62,998 105,681
Cash and marketable securities, beginning
of year 77,521 24,278
Cash and marketable securities, end
of period $140,519 $ 129,959
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized, was
$15.5 million and $11.5 million, and cash paid for
income taxes, net of refunds, was $11.2 million and $6.1
million for the three-month periods ended March 31, 1994
and 1993, respectively.
See accompanying notes to consolidated financial statements.
PAGE 6
FMC Corporation and Consolidated Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 1: Financial information
The consolidated balance sheet as of March 31, 1994, and the related statements
of income and cash flows for the interim periods ended March 31, 1994 and 1993
have been reviewed by FMC's independent auditors. The review is discussed
more fully in their report included herein. In the opinion of management,
such financial statements have been prepared in conformity with generally
accepted accounting principles and reflect all adjustments necessary for a
fair statement of the results of operations for the interim periods. All
such adjustments are of a normal recurring nature. The results of operations
for the three-month periods ended March 31, 1994 and 1993 are not necessarily
indicative of the results of operations for the full year.
At December 31, 1993, reserves for potential environmental obligations were
recorded net of recoveries, including recoveries from insurance companies,
the federal government and other potentially responsible parties. At March
31, 1994 in response to the Securities and Exchange Commission's Staff
Accounting Bulletin No. 92, $32 million of $54 million recorded recoveries
have been reclassified as an asset and $22 million relating to
discontinued operations remains recorded in the reserve for discontinued
operations and restructuring Recoveries will continue to be recorded
when probable and reasonably estimable.
Certain prior period balances have been reclassified to conform with the
current period's presentation.
The accounting policies followed by the company are set forth in Note 1 to
the company's financial statements in the 1993 FMC Corporation Annual Report,
which is incorporated by reference in Form 10-K.
Note 2: Other income and expense, net
Other income and expense, net, for the three-month periods ended March 31,
1994 and 1993 includes pension-related income of $2.9 million and $1.2
million, and LIFO-related income of $1.8 million ($0.03 per share) and
$0.1 million, respectively.
Note 3: Long-term debt
Advances under uncommitted credit facilities were $118 million at March 31,
1994. Committed credit available under the Revolving Credit available under
the Revolving Credit Agreement provides management with the ability to
refinance this debt, and certain subsidiary debt, on a long-term basis.
Since it is management's intent to do so, advances under the uncommitted and
and committed facilities, have been classified as long-term debt in the
accompanying consolidated balance sheets.
During the first quarter of 1994, the company modified its Revolving Credit
Agreement whereby the maximum credit limit was reduced from $700 million to
to $500 million. On April 25, 1994 FMC further modified its Revolving
Credit Agreement again whereby the maximum credit limit was reduced from
$500 million to $250 million. Also on April 25, the company entered into
a new 364 day Revolving Credit Agreement with a maximum credit limit of
$250 million. Terms of the new agreement are virtually identical to those
of the existing agreement.
PAGE 7
Note 4: Acquisitions
On May 9, 1994, the company signed a definitive agreement to acquire the
Jetway Systems Division of Abex Inc. The agreement is subject to requisite
government filings and is targeted for completion by the end of May 1994.
Jetway is the world leader in design, production and installation of
passenger boarding bridge and other aircraft support systems. Jetway Systems
will be part of the Airline Equipment Division within the Energy and
Transportation Equipment Group. The acquisition will be funded from
operations supplemented by existing cash balances and bank credit agreements.
The company will account for this acquisition by the purchase method.
Note 5: Accounting Standards Adopted
Statement of Financial Accounting Standards No. 112, " Employers' Accounting
for Postemployment Benefits" was adopted by the company effective January 1,
1994. Statement No. 112 requires accrual of the expected cost of
providing certain benefits to former or inactive employees after
employment but before retirement. The effect of adoption was not material,
and accordingly, has been included as part of costs and expenses.
Note 6: Formation of United Defense, L.P.
On January 28, 1994, FMC and Harsco Corporation ("Harsco") announced
completion of a series of agreements, first announced in December 1992, to
combine certain assets and liabilities of FMC's Defense Systems ("DSG")
and Harsco's BMY Combat Systems Division ("BMY"). The effective date of
the combination was January 1, 1994. The combined company, United Defense,
L.P. ("UDLP"), will operate as a limited partnership, with FMC as the
Managing General Partner with a 60 percent equity interest and Harsco Defense
Holding as the Limited Partner holding a 40 percent equity interest.
Beginning in the first quarter 1994, all sales and earnings of UDLP are
included into FMC's consolidated financial statements. Harsco's share of
the partnership's earnings are included in minority interest. Sales and
profits for 1994 versus 1993 are affected by the formation of the venture.
All of the assets and liabilities of UDLP are also consolidated in the
balance sheet resulting in increases to marketable securities, trade
receivables, inventories, deferred charges, accounts payable, and minority
interest.
The following summary, prepared on a pro forma basis, combines the
operating results of FMC and BMY as if the combination had occurred on
January 1, 1993. The pro forma earnings include amortization of an
intangible asset and a minority interest in UDLP for Harsco's equity
interest. The pro forma operating results are not necessarily indicative of
what would have occurred had the combination actually taken place on
January 1, 1993.
(Dollars in millions, except per share amounts) Three Months
Ended
March 31,1993
Revenue
$ 999
Net Income
40
Earnings per common share:
Primary $ 1.08
Fully diluted $ 1.05
PAGE 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FINANCIAL CONDITION
As of March 31, 1994, the company had advances under uncommitted facilities
of $118 million. It is the company's practice to maintain unused credit
availability under the Revolving Credit Agreements at least equal to the
amount of advances under uncommitted facilities. As of March 31, 1994,
the company's committed credit line under the Revolving Credit Agreement
exceeded committed and uncommitted agreement borrowings by $292 million.
Expected cash requirements for the remainder of 1994 include approximately
$250-$325 million for planned capital expenditures and potential acquisitions
and net after tax interest payments of approximately $30 million based on
current debt levels. Cash to meet these requirements will be provided
primarily by the company's operations supplemented, if necessary, by
existing cash balances and available credit facilities.
Spending charged to the restructuring reserve in the first quarter of 1994
was approximately $9 million primarily for severance and downsizing
activities in the machinery and equipment segment. Projected requirements
for the remainder of 1994 are approximately $40-50 million for severance,
downsizing and other restructuring related costs. Total spending and
resulting savings are unchanged from prior estimates.
On May 4, 1994 FMC Gold Company, an 80% owned subsidiary of FMC, announced
plans to invest $57 million to develop the Beartrack property located near
Salmon, Idaho. The decision to proceed with the development was based
largely on improved project economics related to increased labor and
capital equipment efficiencies and a ruling by the National Marine
Fisheries Service (NMFS) that the project is "not likely to jeopardize"
the Chinook salmon which has been designated a threatened species. The
Beartrack property encompasses approximately 30 square miles of mining
claims, contains approximately one million ounces of proven and probable
reserves, and is expected to start production in 1995.
PAGE 9
RESULTS OF OPERATIONS
First quarter 1994 compared to first quarter 1993
Industry Segment Data (Unaudited)
(Dollars in millions)
Three Months Ended
March 31
1994 1993
Sales
Industrial Chemicals (1) $197.7 $209.0
Performance Chemicals (1) 250.6 234.1
Precious Metals 21.8 39.7
Defense Systems 242.8 233.0
Machinery and Equipment 202.6 189.5
Eliminations (7.2) (3.6)
$908.3 $901.7
Income before taxes
Industrial Chemicals(1) $ 34.8 $ 17.3
Performance Chemicals(1) 37.9 39.2
Precious Metals 2.8 6.2
Defense Systems 35.8 38.6
Machinery and Equipment 8.2 2.6
Operating profit 119.5 103.9
Corporate and other (26.7) (26.9)
Net interest expense (14.8) (15.9)
Other income and (expense), net 4.7 1.3
Minority interest (2) (14.9) (0.6)
Total $ 67.8 $ 61.8
(1) Certain chemical products with high value-added content and
specialty applications that formerly had been included in the
Industrial Chemicals segment have been reclassified to the
Performance Chemicals segment. Results for both Industrial
and Performance Chemicals have been restated for comparative
reporting purposes.
(2) Minority interests relates primarily to UDLP (13.8)
and FMC Gold (0.9) in 1994 and FMC Gold in 1993.
Sales of $908 million were even with last year. Income of $68 million from
operations before taxes increased 10 percent compared with $62 million in
1993. This increase primarily reflects strong operating performance,
improved manufacturing efficiencies and cost improvements in Industrial
Chemicals and Machinery and Equipment, offsetting the significant but
expected declines in the earnings of FMC's Defense and Precious Metals
businesses.
PAGE 10
Industrial Chemicals sales of $198 million declined 5 percent in the quarter
from $209 million in 1993. Profits of $35 million increase significantly
compared with $17 million last year. The unusually strong increase reflects
improved manufacturing performance and accelerated production schedules.
Much of the improvement, which relates to one-time events, will not be
sustainable over the remainder of the year.
The European economy remained depressed, but profits from operations in
Europe increased, reflecting manufacturing and efficiency improvements.
Worldwide prices for soda ash declined, but results reflect the favorable
impact of accelerated production, manufacturing efficiencies and improved
costs associated with the shut-in of the Green River, Wyoming, caustic soda
facility until markets improve. Continued weak hydrogen peroxide prices
were offset by strong volume growth in the North American pulp and paper
market.
During the quarter, FMC announced the first phase of a major investment in
the soda ash business. The $90 million investment will significantly lower
soda ash production costs at FMC's Green River facility through a new
proprietary manufacturing technology, thereby providing the company with
a competitive operating advantage. This investment also positions FMC for
an economic capacity expansion when market conditions improve.
Performance Chemicals sales of $251 million rose 7 percent compared with
$234 million in last year's period. Agricultural Chemical volumes
increased on strong demand throughout North America and Brazil, as well as
higher specialty pest control, or non-crop, chemical sales. Segment results
also benefitted from higher volumes of pharmaceutical ingredients used in
over-the-counter medications, as well as from strong growth in existing and
new applications for food ingredients products. Despite significantly
higher research, sales and marketing spending to support the
commercialization of two new herbicides and the future growth of the
pharmaceutical and food ingredients businesses, profits of $38 million
remained strong compared with $39 million in last year's quarter.
During the quarter, FMC announced a major investment to develop a lithium
resource in Argentina, which will combine a high-quality brines resource
with successful development of new extraction technologies. Development
of this resource will significantly improve FMC's competitive position,
particularly in the specialty lithium compound markets, where growth
efforts are focused.
Precious Metals sales of $22 million and profits of $3 million declined,
as expected, from sales of $40 million and profits of $6 million in last
year's quarter. The closure of the Paradise Peak mine, reduced gold
production (62 thousand ounces compared with 102 thousand ounces in first
quarter 1993) and lower realized gold prices contributed to the segment's
reduced proifitability.
Page 11
Defense Systems sales were $243 million and profits (excluding Harsco's
$14 million share of United Defense earnings) totaled $22 million in the
1994 first quarter. The lower profits primarily reflect the reduced
production rate of Bradley Fighting Vehicles and the shutdown of the
Vertical Launching Systems production line in fourth quarter 1993,
partially offset by an earlier dividend from the 51 percent-owned joint
venture based in Turkey. Defense backlog stood at $1.4 billion at the end
of the quarter, up from $1.1 billion at the beginning of the year. The
difference reflects the formation of UDLP.
As announced during the quarter, UDLP was designated by the Department of
the Army to be the prime contractor and systems integrator for the Bradley
Modernization Program. As prime contractor, UDLP is strategically
positioned to lead the design and development of the electronic system to
improve fire control and integratge communications hardware and software
on the battlefield.
Machinery and Equipment sales of $203 million rose 7 percent from $190
million, and profits increased to $8 million from $3 million. Despite weak
worldwide oil prices and deferral of projects by major oil companies,
Energy and Transportation Equipment's continuing success in winning major
international contracts resulted in higher volumes of wellheads, trees and
subsea equipment compared with last year's quarter. Results also benefitted
from the impact of recent acquisitions and improved operating performance.
During the quarter, the Energy business established a joint venture in Oman,
shipped its first product from a new joint venture in Russia, and with its
Brazilian partner, successfully completed construction of the world's deepest
subsea well.
Food Machinery sales were flat in the quarter, as several of our food
machinery markets, particularly in Europe, still show no signs of recovery.
However, profits increased in the quarter due to aggressive cost-cutting and
manufacturing efficiencies throughout the businesses. Machinery and
Equipment backlog stood at $372 million at the end of the quarter, up from
$333 million at the beginning of the year.
Certain corporate income and expense items are not allocated to specific
business segments due to their nature. Corporate and other remained
consistent while other income and expense, net increased due to favorable
Pension and LIFO inventory adjustments.
The effective tax rate for the quarters ended March 31, 1994 and
1993 was 32 percent and 26 percent, respectively. The increase is primarily
due to lower 1994 depletion benefits and higher taxes on repatriated
earnings.
Page 12
OTHER FINANCIAL INFORMATION
FMC's backlog of unfilled orders as of March 31, 1994 was $1.8
billion. Backlogs are not reported for Industrial Chemicals,
Performance Chemicals, and Precious Metals due to the nature of
these businesses.
INDEPENDENT ACCOUNTANTS' REPORTS
A report by KPMG Peat Marwick, FMC's independent accountants, on
the financial statements included in Form 10-Q for the quarter
ended March 31, 1994 is included on page 13.
A report by Ernst and Young, UDLP's independent accountants, on
the financial statements referred to by KPMG Peat Marwick in its report
noted above is included on page 14.
PAGE 13
SIGNATURE
Independent Accountants' Report
The Board of Directors
FMC Corporation:
We have reviewed the accompanying consolidated balance sheet of FMC
Corporation and consolidated subsidiaries as of March 31, 1994, and the
related consolidated statements of income and cash flows for the three-
month periods ended March 31, 1994 and 1993. These financial statements
are the responsibility of the company's management.
We were furnished with the report of other accountants on their review of
the interim financial information of United Defense, L.P., whose total
assets as of March 31, 1994, and whose revenues for the three-month period
ended March 31, 1994 constituted 17 percent and 27 percent, respectively,
of the related consolidated totals.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our reviews and the report of other accountants, we are not aware
of any material modifications that should be made to the accompanying
financial statements referred to the above for them to be in conformity
with generally accepted accounting principles.
KPMG Peat Marwick
Chicago, Illinois
April 13, 1994
Page 14
SIGNATURE
Independent Accountants' Review Report
Partners
United Defense LP
Arlington, Virginia
We have reviewed the balance sheet of United Defense LP as of
March 31, 1994, and the related statements of income, partners'
equity and cash flows for the three-month period from the effective date of
the Partnership (January 1, 1994) through March 31, 1994. These
financial statements (not presented separately in the FMC Corporation
Form 10-Q for the quarter ended March 31, 1994) are the responsibility
of the Partnership's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, which will be performed for the full year with the objective of
expressing an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the Partnership financial statements at March 31, 1994,
and for the three-month period then ended for them to be in conformity with
generally accepted accounting principles.
Washington, D.C.
April 12, 1994
PAGE 15
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Page Number in
Number in Document Numbering
Exhibit Table Description System
11 Statement re: computation Document type 2, page 2
of per share earnings
assuming full dilution
15 Letter re: unaudited Document type 2, page 3
interim financial
information
(b) Reports on Form 8-K
Form 8-K and 8-K/A dated January 28, 1994 describing
United Defense, L.P., a partnership formed between FMC
and Harsco Defense Holding, Inc.
PAGE 16
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)
Date: May 13, 1994 Frank A. Riddick, III
Controller and duly authorized
officer
PAGE O
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBIT INDEX
DOCUMENT TYPE 2
COUNT 1
PAGE 1
EXHIBIT INDEX
Page Number in
Number in Document Numbering
Exhibit Table Description System
11 Statement re: computation 1
of per share earnings
assuming full dilution
15 Letter re: unaudited 2
interim financial
information (KPMG Peat Marwick)
15 Letter re: unaudited 3
interim financial
information (Ernst & Young)
PAGE 0
DOCUMENT HEADER
DOCUMENT DESCRIPTION EXHIBITS
DOCUMENT TYPE 2
COUNT 2
PAGE 1
FMC Corporation
Quarterly Report
on Form 10-Q for
March 31, 1994
Exhibit 11 Statement re:
Computation of Per Share Earnings Assuming
Full Dilution (Unaudited)
(In thousands, except per share data)
Three Months
Ended March 31
1994 1993
Earnings:
Net income (loss) $46,087 $45,440
Pro forma earnings (loss) applicable
to common stock $46,087 $45,440
After-tax interest on 7 1/2%
zero-coupon debentures - 1,873
Pro forma earnings (loss) applicable
to common stock $46,087 $47,313
Shares:
Average number of shares of
common stock and common
stock equivalents
outstanding 37,022 36,931
Additional shares assuming
conversion of:
Stock options 14 7
7 1/2% zero coupon
debentures - 2,869
Pro forma shares 37,036 39,807
Earnings per common share
assuming full dilution $ 1.24 $ 1.19
PAGE 2
FMC Corporation
SIGNATURE Quarterly Report
on Form 10-Q for
March 31, 1994
Exhibit 15 Letter re: Unaudited Interim Financial Information
FMC Corporation
Chicago, Illinois
Gentlemen:
Re: Registration Statement No. 33-10661 and No. 33-7749 on Form
S-8 and Registration Statement No. 33-45648 on Form S-3.
With respect to the subject registration
statements, we acknowledge our awareness of the
incorporation by reference therein of our report
dated April 13, 1994 related to our review of
interim financial information.
Pursuant to Rule 436(c) under the Securities Act
of 1933, such report is not considered a part of a
registration statement prepared or certified by an
accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11
of the Act.
Very truly yours,
KPMG Peat Marwick
Chicago, Illinois
May 13, 1994
PAGE 3
FMC Corporation
SIGNATURE Quarterly Report
on Form 10-Q for
March 31, 1994
Exhibit 15 Letter re: Unaudited Interim Financial Information
May 13, 1994
Securities and Exchange Commission
Washington, D.C. 20549
We are aware of the incorporation by reference in the Registration
Statements (Form S-3 No. 33-45648, Form S-8 No. 33-10661 and Form S-8
No. 33-7749) of FMC Corporation for the registration of its common stock of
our report dated April 12, 1994 relating to the unaudited condensed interim
financial statements of United Defense LP which is included in the Form 10-Q
of FMC Corporation for the quarter ended March 31, 1994.
Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a
part of the registration statements prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.
Ernst & Young
