<PAGE>
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 September 30, 1995
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 September 30, 1995
- - --------------------------------------- ---------------------------------
Common Stock, par value $0.10 per share 36,696,286
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- - ----------------------------
FMC Corporation and Consolidated Subsidiaries
- - ---------------------------------------------
Consolidated Statements of Income (Unaudited)
- - ---------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------------- --------------------------
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Sales $1,156,010 $1,009,609 $3,299,906 $2,971,673
Equity in net earnings
of affiliates 747 1,599 3,459 5,101
Other revenue 19,594 4,052 44,927 30,176
---------- ---------- ---------- ----------
Total revenue 1,176,351 1,015,260 3,348,292 3,006,950
---------- ---------- ---------- ----------
Costs and expenses:
Cost of sales 857,505 750,148 2,413,412 2,153,837
Selling, general and
administrative expenses 163,388 149,034 455,353 437,952
Research and development 57,411 40,591 138,578 117,633
Restructuring and other
charges 134,500 - 134,500 -
Other (income) and
expense, net 1,027 (4,291) 2,272 (13,676)
---------- ---------- ---------- ----------
Total costs and expenses 1,213,831 935,482 3,144,115 2,695,746
---------- ---------- ---------- ----------
Income (loss) from operations (37,480) 79,778 204,177 311,204
Interest income 3,493 1,636 10,867 5,310
Interest expense 25,158 18,206 66,985 51,336
Gain on sale of FMC
Wyoming stock 99,729 - 99,729 -
Minority interests 17,520 15,344 41,417 50,543
---------- ---------- ---------- ----------
Income before income taxes 23,064 47,864 206,371 214,635
Provision (benefit) for
income taxes (33,985) 13,169 19,174 66,536
---------- ---------- ---------- ----------
Net Income $ 57,049 $ 34,695 $ 187,197 $ 148,099
========== ========== ========== ==========
Average number of shares:
Primary 37,848 37,298 37,685 37,137
========== ========== ========== ==========
Fully diluted 38,043 37,465 37,801 37,211
========== ========== ========== ==========
Earnings per common share:
Primary: $ 1.51 $ 0.93 $ 4.97 $ 3.99
========== ========== ========== ==========
Fully diluted: $ 1.50 $ 0.93 $ 4.95 $ 3.98
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
<CAPTION>
FMC Corporation and Consolidated Subsidiaries
- - ---------------------------------------------
Consolidated Balance Sheets
- - ---------------------------
(In thousands, except per share data) September 30,
1995 December 31,
Assets: (Unaudited) 1994
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 100,780 $ 98,367
Trade receivables, net of allowance
for doubtful accounts of $12,691 and
$10,929 in 1995 and 1994, respectively 766,809 642,754
Inventories 568,144 403,943
Other current assets 213,233 137,582
Deferred income taxes 99,536 93,647
---------- ----------
Total current assets 1,748,502 1,376,293
Investments 111,313 141,702
Property, plant and equipment at cost 4,247,771 3,897,467
Less -- accumulated depreciation 2,520,098 2,360,091
---------- ----------
Net property, plant and equipment 1,727,673 1,537,376
Intangible assets 333,968 121,570
Other assets 152,313 87,293
Deferred income taxes 89,435 87,252
---------- ----------
Total assets $4,163,204 $3,351,486
========== ==========
Liabilities and Stockholders' Equity:
Current liabilities:
Short-term debt $ 330,646 $ 66,854
Accounts payable, trade and other 734,819 676,929
Accrued and other current liabilities 489,241 405,853
Current portion of long-term debt 17,128 41,339
Current portion of accrued pension
and other postretirement benefits 44,968 22,818
Income taxes payable 66,802 55,114
---------- ----------
Total current liabilities 1,683,604 1,268,907
Long-term debt, less current portion 994,836 901,180
Accrued pension and other postretirement
benefits, less current portion 283,353 306,476
Reserve for discontinued operations 161,622 189,885
Other liabilities 274,868 169,000
Minority interests in consolidated companies 153,710 99,555
Stockholders' equity:
Common stock, $0.10 par value, authorized
60,000,000 shares; issued 36,994,512
shares in 1995 and 36,813,530 shares
in 1994 3,699 3,681
Capital in excess of par value
of capital stock 98,137 90,366
Retained earnings 567,699 380,502
Foreign currency translation adjustment (49,277) (49,019)
Treasury stock, common, at cost;
298,226 shares in 1995 and 1994 (9,047) (9,047)
---------- ----------
Total stockholders' equity 611,211 416,483
---------- ----------
Total liabilities and stockholders' equity $4,163,204 $3,351,486
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
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FMC Corporation and Consolidated Subsidiaries
- - ---------------------------------------------
Consolidated Statements of Cash Flows (Unaudited)
- - -------------------------------------------------
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Reconciliation from net income to
cash provided by operating activities:
Net income $ 187,197 $148,099
Adjustments for non-cash components of
net income:
Depreciation and amortization 182,744 165,846
Restructuring and other charges 134,500 -
Gain on sale of FMC Wyoming stock (99,729) -
Deferred income taxes (13,623) 36,738
Equity in net earnings of affiliates (3,459) (5,101)
Amortization of accrued pension costs 1,772 (8,643)
Minority interests 41,417 50,543
Other 7,469 (3,608)
(Increase) in assets:
Trade receivables (122,055) (70,840)
Inventories (166,101) (73,797)
Other current assets, intangible and other assets (362,801) (24,460)
(Decrease) increase in liabilities:
Accounts payable, accrued and other
current liabilities and other liabilities 138,981 107,005
Income taxes payable 11,688 (3,159)
Restructuring reserve (37,260) (36,280)
Accrued pension and other
postretirement benefits, net (2,745) (12,555)
--------- --------
Cash provided (used) by operating activities $(102,005) $269,788
========= ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
PAGE 5
FMC Corporation and Consolidated Subsidiaries
- - ---------------------------------------------
Consolidated Statements of Cash Flows (Unaudited)
- - -------------------------------------------------
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Cash provided (used) by operating activities $(102,005) $ 269,788
Cash (required) by discontinued operations (19,487) (18,649)
Cash provided (required) by investing
activities:
Capital spending (424,605) (235,252)
Disposal of property, plant and
equipment 27,783 9,683
Decrease (increase) in investments 33,848 (76,904)
--------- ---------
(362,974) (302,473)
--------- ---------
Cash provided (required) by financing
activities:
Increase (decrease) in short-term debt 263,792 (12,393)
Net borrowings classified as long-term
under credit facilities 89,000 110,000
Proceeds from issuance of domestic
long-term debt - 90,000
Proceeds from sale of FMC Wyoming stock 171,814 -
Repayment of domestic long-term debt (2,849) (2,802)
Net (decrease) in foreign
long-term debt (16,893) (66,534)
Distributions to limited partner (27,246) (40,784)
Issuance of capital stock, net 7,789 8,798
--------- ---------
485,407 86,285
--------- ---------
Effect of exchange rate changes on cash
and cash equivalents 1,472 2,072
--------- ---------
Increase in cash and cash equivalents 2,413 37,023
Cash and cash equivalents, beginning
of year 98,367 77,521
--------- ---------
Cash and cash equivalents, end
of period $ 100,780 $ 114,544
========= =========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for interest, net of
amounts capitalized, was $63.5 million and $46.6 million, and cash paid for
income taxes, net of refunds, was $21.7 million and $28.1 million for the nine-
month periods ended September 30, 1995 and 1994, respectively.
See accompanying notes to consolidated financial statements.
<PAGE>
PAGE 6
FMC Corporation and Consolidated Subsidiaries
- - ---------------------------------------------
Notes to Consolidated Financial Statements (Unaudited)
- - ------------------------------------------------------
Note 1: Financial information and accounting policies
- - ------------------------------------------------------
The consolidated balance sheet of FMC Corporation and its subsidiaries ("FMC" or
the "company") as of September 30, 1995, and the related consolidated statements
of income and of cash flows for the interim periods ended September 30, 1995 and
1994 have been reviewed by FMC's independent accountants. 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 and nine-month periods ended September 30, 1995 and 1994 are
not necessarily indicative of the results of operations for the full year.
Certain prior period balances have been reclassified to conform with the current
period's presentation.
The accounting policies are set forth herein and in Note 1 to the company's 1994
financial statements which are incorporated by reference in the company's 1994
Annual Report on Form 10-K.
Intangible assets - accounting policy
- - -------------------------------------
Intangible assets consist of identifiable intangible assets (such as tradenames)
and goodwill which are amortized on a straight-line basis over their estimated
useful lives, not exceeding 40 years. At each balance sheet date, the company
evaluates the realizability of goodwill based upon expectations of nondiscounted
cash flows and operating income for each operation having a material goodwill
balance. Based upon its most recent analysis, the company believes that no
material impairment of goodwill exists at September 30, 1995.
Note 2: Debt
- - -------------
Short-term debt includes $241.5 million of advances under uncommitted U.S.
credit facilities. The remaining amounts in short-term debt represent
borrowings by FMC's foreign subsidiaries.
The company has $500 million in committed credit facilities consisting of a $250
million, 364-day non-amortizing revolving credit agreement due in December 1995
and a $250 million, five-year non-amortizing revolving credit agreement due in
December 1999. As of September 30, 1995, the company had advances under the
five-year revolving credit agreement of $215 million.
In November 1995, the company commenced a short-term commercial paper program,
providing for the issuance of up to $500 million in aggregate maturity value of
commercial paper at any given time. Fourteen-day to 30-day commercial paper with
an aggregate maturity value of $140 million and an effective interest rate of
5.9 percent was sold through November 10, 1995, the proceeds of which will be
used to retire other short-term borrowings.
Committed credit available under the five-year $250 million revolving credit
agreement provides management with the ability to refinance $35 million of the
advances under uncommitted credit facilities on a long-term basis. Since it is
management's intent to do so, advances under the uncommitted facilities
totalling $35 million have been classified as long-term debt in the accompanying
consolidated balance sheets.
On each of June 1 and September 1, 1994, Sweetwater County, Wyoming issued $45
million of Solid Waste Disposal Revenue Bonds. The proceeds were loaned to the
company at interest rates of 7 percent and 6.9 percent payable semi-annually
through maturity on June 1 and September 1, 2024, respectively. The total loan
proceeds of $90 million were recorded in investments and are being used to fund
a $90 million capital investment in the company's soda ash business.
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Note 3: Accounting Standard To Be Adopted
- - ------------------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of"
will be adopted by the company effective January 1, 1996. SFAS No. 121
establishes criteria for recognizing, measuring and disclosing impairments of
long-lived assets. The company does not expect the adoption of SFAS No. 121 to
have a material impact on its consolidated financial position or results of
operations.
Note 4: Acquisitions
- - ---------------------
On September 20, 1995, the company acquired the assets of FR Manufacturing
Corporation, a wholly owned subsidiary of Bridge Atlantic Corporation. FR
Manufacturing Corporation is a full-line, global supplier of tomato processing
equipment and aseptic systems sold under the FranRica trade name. The purchase
price of $16.8 million was satisfied through short-term borrowings and is
included in other assets in the company's September 30, 1995 consolidated
balance sheet pending the completion of the allocation of the related purchase
cost. The company will account for this acquisition by the purchase method. FR
Manufacturing Corporation's operations are now included in the company's
Machinery and Equipment segment.
In June 1995, FMC acquired all of the common shares of Moorco International Inc.
("Moorco") for $28 per share, or approximately $350 million (including
acquisition costs and debt assumed). Moorco is the leading worldwide
manufacturer of meters for the petroleum industry and a leading manufacturer of
valves for the process and power generation industries. The acquisition was
financed with the company's existing cash and borrowings from short-term credit
facilities.
The acquisition was accounted for by the purchase method of accounting and,
accordingly, the purchase price has been allocated to the assets acquired and
liabilities assumed based on the estimated fair value of such assets and
liabilities at the date of acquisition. The excess of the purchase price over
the fair value of the net tangible assets acquired of $220.0 million has been
recorded as intangible assets, primarily consisting of goodwill, which will be
amortized over periods ranging from 20 to 40 years. Also in conjunction with the
acquisition, $15.5 million of acquired in-process research and development was
charged to research and development expense during the quarter ended September
30, 1995.
During the third quarter of 1995, the company settled legal claims which Moorco
had outstanding against Elsag-Bailey and Fischer & Porter Co. for $12 million,
of which $6 million was received in cash during the quarter and $6 million is
expected to be paid to FMC in January 1996. The settlement will be largely
offset by legal and other fees and related income taxes.
The following unaudited pro forma information is intended to show the results of
FMC's operations as if the acquisition of Moorco had occurred on January 1, 1995
and 1994, respectively, after giving effect to certain adjustments, including
the increased amortization of goodwill and other intangible assets, increased
depreciation, cost savings from certain synergies created under the combined
operations, the exclusion of non-recurring acquisition-related expenses, the
exclusion of the non-recurring write-off of acquired in-process research and
development, additional interest expense on incremental acquisition
indebtedness, and the related income tax effects of these adjustments:
<TABLE>
<CAPTION>
Nine months ended September 30
------------------------------------
1995 1994
------ ------
(in millions, except per share data)
(unaudited)
<S> <C> <C>
Sales $3,445 $3,124
Net income $ 200 $ 150
Earnings per common share:
Primary $ 5.31 $ 4.03
Fully diluted $ 5.29 $ 4.02
</TABLE>
<PAGE>
PAGE 8
The unaudited pro forma results of operations are not necessarily indicative of
the results that would have occurred had the acquisition actually been
consummated on January 1, 1995 or 1994, respectively, and are not intended to be
a projection of future results or trends. Moorco's operations are included in
the company's Machinery and Equipment segment.
On June 24, 1994, the company acquired the Fluid Control Systems product line
from National-Oilwell, a Houston-based oil field equipment company. The Fluid
Control Systems product line is a leader in a variety of high-performance oil
field applications, including engineered production and injection manifolds, a
family of valves and fittings used to control and distribute the flow of
production from oil and gas wells. Fluid Control Systems is part of the
company's Machinery and Equipment segment.
On May 27, 1994, the company acquired the Jetway Systems Division of Pneumo-Abex
Inc. Jetway is a leader in design, production and installation of passenger
boarding bridges and other aircraft support systems. Jetway Systems is part of
the company's Machinery and Equipment segment.
Note 5: Sale of FMC Wyoming Stock
- - ----------------------------------
In July 1995, FMC completed a joint venture agreement involving the sale of 20
percent of its soda ash business, FMC Wyoming Corporation, to Sumitomo
Corporation and Nippon Sheet Glass Company, Ltd. for $150 million, resulting in
a nontaxable gain of approximately $100 million. The company retains management
control of the joint venture. In conjunction with the agreement, the company's
joint venture partners also contributed approximately $22 million, representing
their share of funding of capital projects intended to reduce costs and expand
capacity at FMC Wyoming Corporation's soda ash facilities.
Note 6: Restructuring and Other Charges
- - ----------------------------------------
As discussed in Note 8, during the quarter ended September 30, 1995, as part of
its on-going assessment of sites with known environmental issues, the company
increased its environmental reserves by $82.5 million, or $50 million after-tax.
See Note 8 for a discussion of the company's environmental reserves.
In addition, FMC also recorded restructuring and other charges of $35 million
($20 million after tax) in the third quarter of 1995 covering asset writedowns
and related exit liabilities for the expected shift in 1997 of its lithium-based
production from North Carolina to its new lower-cost, higher quality mineral
resource in Argentina. Other charges of $17 million ($10 million after tax)
related primarily to asset impairments. As disclosed in Note 4, FMC also wrote
off $15.5 million (which has no associated tax benefit) assigned to in-process
research and development activity related to the Moorco acquisition.
Note 7: Sub Contract Dispute
- - -----------------------------
On May 1, 1995 the U.S. District Court for the Northern District of Alabama
entered a $17.8 million judgment in favor of FMC in a pricing dispute with a
subcontractor for FMC's multiyear program to supply a track system for the U.S.
Army's M1 Abrams tank. The court ruled that the subcontractor was contractually
obligated to perform subcontracted work for FMC at agreed upon pricing and
quantity levels for the final three years of the five year contract. The
subcontractor has appealed the court's decision.
The company and the subcontractor completed deliveries to the U.S. Army under
the contract in first quarter of 1995. The company had previously expensed
disputed amounts and subsequently, on the strength of the court's ruling and the
company's confidence in the final outcome, reflected a substantial portion of
the potential recovery from the legal ruling in its second quarter 1995
financial statements.
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PAGE 9
Note 8: Environmental
- - ----------------------
FMC is subject to various federal, state and local environmental laws and
regulations which govern emissions of air pollutants, discharges of water
pollutants, and the manufacture, storage, handling and disposal of hazardous
substances, hazardous wastes and other toxic materials. The material
environmental liabilities of the company primarily consist of obligations
relating to the remediation and/or study of sites at which the company is
alleged to have disposed of hazardous substances. In particular, the company is
subject to liabilities arising under the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA') or similar state laws which impose
responsibility on persons who arranged for the disposal of hazardous substances
and on current and previous owners and operators of a facility for the clean up
of the hazardous substances released from the facility into the environment. In
addition, the company is subject to liabilities under the corrective action
provisions of the Resource, Conservation and Recovery Act ("RCRA") and analogous
state laws which require owners and operators of facilities that treat, store or
dispose of hazardous waste to clean up releases of hazardous waste constituents
into the environment associated with past or present practices.
Reserves at September 30, 1995 were provided for potential environmental
obligations which management considers probable and for which a reasonable
estimate of the obligation could be made. Where the available information is
sufficient to estimate the amount of liability, that estimate has been used;
where the information is only sufficient to establish a range of probable
liability and no point within the range is more likely than any other, the lower
end of the range has been used.
Reserves of $309 million and $229 million, before recoveries, have been provided
at September 30, 1995 and December 31, 1994, respectively, of which $143 million
and $142 million are included in the reserve for discontinued operations at
September 30, 1995 and December 31, 1994, respectively. The company's total
environmental reserves include approximately $266 million and $183 million for
remediation activities and $43 million and $46 million for remedial
investigation/feasibility study costs at September 30, 1995 and December 31,
1994, respectively. In addition, the company has estimated that reasonably
possible environmental loss contingencies may exceed amounts accrued by as much
as $150 million. Included in the reasonably possible loss category are some
sites where remedial studies and evaluations are proceeding. As such studies and
EPA assessments proceed, estimates can change substantially and/or result in
adjustments to amounts reserved. Estimates are reviewed quarterly by the
company's Environmental Health and Safety organization, as well as financial,
legal and general management, and adjusted as necessary. The estimates can
change substantially as additional information becomes available regarding the
nature or extent of site contamination, required remediation methods, and other
actions by governmental agencies or private parties. It is FMC's policy to
generally accrue estimated obligations no later than when a Record of Decision
or equivalent is issued or upon completion of a Remedial
Investigation/Feasibility Study that is accepted by FMC or the appropriate
government agency or agencies.
The EPA issued a draft risk assessment on August 17, 1995 for the Eastern
Michaud Flats Superfund site, which included FMC's Pocatello phosphorus
facility, identifying potential risks from contamination potentially associated
with FMC. Release of the Risk Assessment allowed FMC to complete a draft of the
Remedial Investigation documenting the nature and extent of contamination from
the site. At that point, FMC could preliminarily identify and estimate costs
for candidate remedies to resolve risk areas documented in the Risk Assessment
and Remedial Investigation. Before receipt of the Risk Assessment, remedial
costs could not be reasonably estimated because the nature and extent of
contamination and potential threats of any contamination were unknown. The
company submitted its draft Remedial Investigation to the EPA on September 28,
1995. Based on the information currently available, FMC added $58 million in
the third quarter of 1995 to its existing reserves of approximately $22 million
for future environmental remediation costs at the Eastern Michaud Flats Site.
In addition, $25 million was provided during the third quarter of 1995 related
to other sites where additional information became available which indicated the
need for increased accruals.
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PAGE 10
The liability arising from potential environmental obligations that have not
been reserved for at this time may be material to any one quarter's or year's
results of operations in the future. Management, however, believes such a
liability arising from the potential environmental obligations is not likely to
have a material adverse effect on the company's liquidity or financial
condition. The majority of the company's environmental liabilities, whether
accrued or contingent, would likely be satisfied over periods of 20 years or
longer.
To ensure FMC is held responsible only for its equitable share of site
remediation costs, FMC has initiated, and will continue to initiate, legal
proceedings for contributions from other Potentially Responsible Parties, and
for a determination of coverage against its comprehensive general liability
insurance carriers.
Approximately $141 million of recoveries ($56 million as other assets and $85
million as an offset to the reserve for discontinued operations) and
approximately $123 million of recoveries ($44 million as other assets and $79
million as an offset to the reserve for discontinued operations), have been
recorded as probable realization on claims against insurance companies and other
third parties at September 30, 1995 and December 31, 1994, respectively.
Note 9: Potential Sale of FMC Gold Company
- - -------------------------------------------
On September 12, 1995, FMC Gold Company, an 80 percent owned subsidiary of FMC,
announced that it has engaged the investment banking firm of Wood Gundy Inc.,
Toronto, to act as its financial advisor in connection with the possible sale of
FMC Gold Company. Wood Gundy has begun soliciting offers from a selected group
of parties who have expressed an interest. At this time, there can be no
assurance as to whether any transaction will result from FMC Gold Company's work
with Wood Gundy or as to the value or timing of any such transaction.
<PAGE>
PAGE 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- - ------ ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
FINANCIAL CONDITION
-------------------
As of September 30, 1995, the company had total borrowings of $1,343 million, up
from $1,009 million at December 31, 1994. The increase in debt reflects
financing of the Moorco acquisition and increased capital spending. Advances
under uncommitted facilities of $276.5 million at September 30, 1995, up from
$76 million at December 31, 1994, represented the primary source of the
additional borrowings. The company also has $500 million in committed credit
facilities consisting of a $250 million, 364-day non-amortizing revolving credit
agreement due in December 1995 and a $250 million, five-year non-amortizing
revolving credit agreement due in December 1999. As of September 30, 1995, the
company had advances under the five-year revolving credit agreement of $215
million.
Capital and acquisition spending of $671 million for the nine months ended
September 30, 1995 increased $410 million versus the first nine months of 1994.
The increase is primarily driven by the acquisition of Moorco and spending on
previously announced major capital projects including the two-phased solution
mining project at Green River, development of FMC Gold Company's Beartrack
property, construction of an agricultural chemical plant for a new class of
herbicide and development of a lithium resource in Argentina.
Expected cash requirements for the remainder of 1995 include approximately $115
million for planned capital expenditures and potential acquisitions and net
after-tax interest payments of approximately $14 million based on current debt
levels. Cash to meet these requirements will be provided primarily by the
company's operations and, if necessary, by existing cash balances and available
short- or long-term credit facilities. As discussed in Note 2 to the company's
September 30, 1995 consolidated financial statements, the company commenced a
short-term commercial paper program in the fourth quarter of 1995 to further
expand its short-term financing options.
The company's ratios of earnings to fixed charges were 3.7x and 4.9x for the
nine months ended September 30, 1995 and 1994, respectively. The decrease in the
nine-month ratio from 1994 to 1995 primarily reflects higher interest charges
resulting from the increased borrowings discussed above.
As discussed in Note 6 to the company's September 30, 1995 consolidated
financial statements, an additional restructuring provision of $52 million was
made during the third quarter of 1995, of which $24 million was credited to
restructuring reserves and $28 million represents asset writedowns. Spending
charged to the restructuring reserve in the third quarter of 1995 was
approximately $7 million, primarily for severance and downsizing activities at
the company's corporate headquarters and in the Machinery and Equipment and
Industrial Chemical segments. Projected spending requirements for the remainder
of 1995 are approximately $10 million for severance, downsizing and other
restructuring-related costs. Total spending and resulting savings are unchanged
from prior estimates.
EFFECT OF ACQUISITION OF MOORCO INTERNATIONAL INC.
--------------------------------------------------
On June 26, 1995, FMC acquired Moorco International Inc. ("Moorco"), the leading
worldwide manufacturer of meters for the petroleum industry and a leading
manufacturer of valves for the process and power generation industries, for
approximately $350 million (including assumed debt). In addition to a $15.5
million charge recorded in the third quarter 1995 related to acquired in-process
research and development, the company's amortization and depreciation expense is
expected to increase over the remaining lives of the acquired intangible and
tangible assets due to purchase accounting resulting from the transaction. In
addition, the acquisition financing will result in additional interest expense
for an indeterminate period, and the acquired businesses will generate
additional sales for the company.
<PAGE>
PAGE 12
RESULTS OF OPERATIONS
---------------------
Third quarter 1995 compared to third quarter 1994
-------------------------------------------------
Industry Segment Data (Unaudited)
---------------------------------
(Dollars in millions)
<TABLE>
<CAPTION>
Three Months Ended
September 30
----------------------
1995 1994
-------- --------
<S> <C> <C>
Sales
- - -----
Performance Chemicals $ 317.3 $ 265.2
Industrial Chemicals 245.9 212.3
Machinery and Equipment 359.2 242.6
Defense Systems 225.2 286.3
Precious Metals 14.8 11.3
Eliminations (6.4) (8.1)
-------- --------
Total $1,156.0 $1,009.6
======== ========
Income before taxes
- - -------------------
Performance Chemicals $ 52.0 $ 43.2
Industrial Chemicals 46.1 27.2
Machinery and Equipment 7.9 5.6
Defense Systems 33.5 39.2
Precious Metals (2.9) (7.3)
-------- --------
Operating profit 136.6 107.9
Restructuring and other charges /(1)(2)/ (150.0) -
Gain on sale of FMC Wyoming stock /(2)/ 99.7 -
Corporate and other (23.1) (32.4)
Net interest expense (21.6) (16.6)
Other income and (expense), net (1.0) 4.3
Minority interests /(3)/ (17.5) (15.3)
-------- --------
Total $ 23.1 $ 47.9
======== ========
</TABLE>
(1) Pretax restructuring and other charges consist of increased environmental
reserves ($82.5), charges related to the shift of lithium-based production
to Argentina ($35.0), and restructuring and other charges ($17.0) and
write-off of acquired in-process research and development related to the
Moorco International Inc. acquisition ($15.5).
(2) On a segment basis, environmental charges are attributed $68.5 million to
Industrial Chemicals, $12 million to Defense Systems, and $2 million to
Performance Chemicals; restructuring charges of $52 million affect the
Performance Chemicals ($43 million) and Industrial Chemicals ($9 million)
segments, and the research and development charge of $15.5 million is
related to Machinery and Equipment. Pretax gain on sale of FMC Wyoming
stock is attributable to the Industrial Chemicals segment.
(3) Minority interests primarily relate to United Defense, L.P.
<PAGE>
PAGE 13
General
- - -------
Sales of $1.15 billion in the quarter ended September 30, 1995 increased 15
percent from sales of $1.0 billion in the 1994 quarter. Before special income
and expense items, net income of $54 million, or $1.42 per share, increased 53
percent compared with $35 million, or $0.93 per share, from last year's period.
This performance was driven primarily by continued strong results from
Industrial Chemicals and growth in Performance Chemicals. Including the special
items discussed below, net income was $57 million, or $1.51 per share.
On an after-tax basis, the previously announced special items included income of
approximately $100 million on the sale of a minority interest in FMC's soda ash
business, increased environmental reserves of approximately $50 million and
other charges of $46 million. The other charges included approximately $30
million of reserves primarily required to cover the shift in lithium-based
production expected in 1997 as the company starts up its new, lower-cost,
higher-quality mineral resource in Argentina, and the write-off of approximately
$16 million of in-process research and development acquired in the Moorco
acquisition.
Performance Chemicals
- - ---------------------
Performance Chemicals third quarter 1995 sales of $317 million grew 20 percent,
compared with $265 million in the prior-year period. Sales of agricultural
products increased $41 million, primarily driven by strong worldwide cotton
pesticide markets. Additional volume and increased profitability reflect the
continued penetration of the Latin America banana market and strong worldwide
market share growth in specialty products.
Although prices of seaweed, a key raw material in FMC's food ingredients
business, continued to pressure margins, results reflect continued growth in
demand for pharmaceutical ingredients and lithium products in existing and new
applications. In addition, since last year the company has made substantial
breakthroughs in its lithium extraction technology, which is expected to
position FMC as the industry's low-cost producer as well as enhance the
company's current position as technology leader. Segment profits of $52 million
increased 20 percent compared with last year's quarter.
Industrial Chemicals
- - --------------------
Industrial Chemicals third quarter 1995 sales of $246 million increased 16
percent from $212 million, and earnings of $46 million increased 69 percent from
$27 million in the 1994 quarter. These results primarily reflect continued
strengthening in end-markets for key products and the benefits of cost
improvements. In the 1995 quarter, soda ash volumes, prices and capacity
utilization increased, reflecting strong domestic markets, growing export demand
and conversions from caustic soda. Higher domestic hydrogen peroxide volumes
and prices were driven by the increasing demand from the pulp and paper market
and other market segments. European chemical volumes and pricing also
increased, reflecting continued strong markets. Management believes the outlook
for 1996 is positive, with strong demand growth, high capacity utilization rates
and improving pricing expected to continue.
As discussed in Note 5 to the company's September 30, 1995 consolidated
financial statements, during the quarter FMC completed the previously announced
joint venture with Nippon Sheet Glass Co., Tokyo, and Sumitomo Corporation,
Tokyo, to sell a 20 percent equity interest in its soda ash business. Proceeds
of the sale were $150 million plus $22 million representing the partners' share
of funding of capital projects, resulting in a non-taxable gain of approximately
$100 million.
Also during the quarter, FMC announced a $65 million investment to expand
production at its Bayport, Texas, hydrogen peroxide plant by 140 million pounds,
bringing FMC's total North American capacity to 450 million pounds. This
expanded capacity, which uses a new higher-efficiency technology, is expected to
come on stream by year-end 1996 to meet the growing market demand for hydrogen
peroxide.
<PAGE>
PAGE 14
Machinery and Equipment
- - -----------------------
Machinery and Equipment third quarter 1995 sales of $359 million increased 48
percent from $243 million in the 1994 quarter, primarily reflecting the
acquisition of Moorco completed in June 1995; strong airline equipment markets;
and additional oil field sales. Segment profits of $8 million increased
compared with last year, but are below quarterly running rates due to seasonally
low third quarter food machinery markets and the continued purge of weak margin
oil field backlog. Third quarter results were also affected by higher goodwill
amortization related to acquisitions. At the end of the quarter, Machinery and
Equipment backlog of $554 million increased from $480 million at the beginning
of the year, primarily reflecting the acquisition of Moorco.
During the quarter, FMC announced the acquisition of FranRica Manufacturing, a
full-line global supplier of tomato processing equipment and aseptic systems,
for $16.8 million. Additionally, in the third quarter of 1995, Statoil, the
Norwegian state-owned oil company, and FMC's Kongsberg Offshore a.s. subsidiary,
reached a five-year, $450 million framework agreement for the delivery of
complete subsea production systems.
Defense Systems
- - ---------------
Defense Systems third quarter 1995 sales of $225 million decreased 21 percent
from $286 million in the 1994 period, primarily reflecting lower production
volumes. Profits (net of minority interest) declined 17 percent to $20 million
compared with profits (net of minority interest) of $23 million in the 1994
period. Backlog was $1.5 billion at the end of the quarter, unchanged from the
end of 1994. Also during the quarter, Defense Systems was awarded an $85
million contract to provide M113 vehicles to Thailand, reflecting continued
demand in the international community for tracked vehicles. Defense Systems'
earnings included a dividend of $5.5 million (pre-tax and net of minority
interest) from its Turkish joint venture.
Precious Metals
- - ---------------
Precious Metals third quarter 1995 sales of $15 million increased from $11
million in last year's period, reflecting initial production from the Beartrack
mine. The segment posted a loss of $3 million compared with a loss of $7
million in the third quarter of 1994, primarily due to the start-up of the
Beartrack mine. As discussed in Note 9 to the company's September 30, 1995
consolidated financial statements, FMC Gold Company has engaged Wood Gundy Inc.
to solicit outside offers which may result in the sale of FMC Gold Company.
In early October 1995, FMC Gold Company entered into an agreement to sell its
100 percent interest in FMC Paradise Peak Corporation to Arimetco, Inc. Terms
of the sale require Arimetco to pay FMC Gold $4.0 million in the form of cash
and a note receivable, and assume all current reclamation liabilities, which are
estimated by the company at $5.5 million. The agreement is expected to close in
November 1995 but remains subject to certain conditions, including completion of
due diligence by Arimetco. Accordingly, the company can make no assurance that
the transaction will be consummated.
See Part II, Item 1. -- "Legal Proceedings" for details regarding ongoing
litigation affecting FMC Gold Company.
Corporate and Other
- - -------------------
Certain corporate income and expense items are not allocated to specific
business segments. Corporate expenses declined 29 percent to $23 million from
$32 million in last year's quarter in the absence of one-time expenses and
foreign exchange losses in 1994. Net interest expense in the quarter increased
in 1995 to $22 million from $17 million in last year's period, reflecting higher
debt levels associated with the acquisition of Moorco and increased capital
spending.
<PAGE>
PAGE 15
Other income and expense, net, for the three-month periods ended September 30,
1995 and 1994 primarily includes pension-related income (expense) of $(0.7)
million and $2.9 million, and LIFO-related income of $0.1 million and $1.4
million, respectively.
Other revenue for the quarter ended September 30, 1995 includes the Turkish
dividend (described above) of $9.2 million (before minority interest).
The effective tax rates for the quarters ended September 30, 1995 and 1994 were
(147) percent and 28 percent, respectively. Excluding the effects of the
special income and expense items, the effective tax rate for the 1995 third
quarter was 29 percent, essentially unchanged from the prior year.
<PAGE>
Page 16
Results of Operations
---------------------
Nine months 1995 compared to nine months 1994
---------------------------------------------
Industry Segment Data (Unaudited)
--------------------------------------------
(Dollars in millions)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------
1995 1994
-------- --------
Sales
- - -----
<S> <C> <C>
Performance Chemicals $ 926.5 $ 814.7
Industrial Chemicals 717.0 630.5
Machinery and Equipment 936.9 687.8
Defense Systems 702.9 811.7
Precious Metals 33.6 50.0
Eliminations (17.0) (23.0)
-------- --------
Total $3,299.9 $2,971.7
======== ========
Income before taxes
- - -------------------
Performance Chemicals $ 154.7 $ 147.4
Industrial Chemicals 133.8 90.9
Machinery and Equipment 34.2 24.4
Defense Systems 120.0 127.6
Precious Metals (12.5) (7.6)
-------- --------
Operating profit 430.2 382.7
Restructuring and other charges/(1)(2)/ (150.0) -
Gain on sale of FMC Wyoming stock/(2)/ 99.7 -
Corporate and other (73.7) (85.3)
Net interest expense (56.1) (46.0)
Other income and (expense), net (2.3) 13.7
Minority interests /(3)/ (41.4) (50.5)
-------- --------
Total $ 206.4 $ 214.6
======== ========
</TABLE>
(1) Pretax restructuring and other charges consist of increased environmental
reserves ($82.5), charges related to covering the shift of lithium-based
production to Argentina ($35.0), restructuring and other charges ($17.0).
(2) On a segment basis, environmental charges are attributed $68.5 million to
Industrial Chemicals, $12 million to Defense Systems and $2 million to
Performance Chemicals; restructuring and other charges of $52 million affect
the Performance Chemicals ($43 million) and Industrial Chemicals ($9
million) segments, and the research and development charge of $15.5 million
is related to Machinery and Equipment. Pretax gain on sale of FMC Wyoming
stock is attributable to the Industrial Chemicals segment.
(3) Minority interests primarily relate to United Defense, L.P.
<PAGE>
PAGE 17
Sales of $3.3 billion in the first nine months of 1995 increased 11 percent from
the corresponding 1994 period. Earnings of $312 million before interest, taxes
and special income and expense items and net of minority interest increased 20
percent compared with $260 million in the first nine months of 1994, driven
primarily by improving end-markets and cost improvements in Industrial
Chemicals, the successful integration of acquisitions, market growth and the
benefits of cost reductions in Machinery and Equipment. Corporate and other
expenses of $74 million declined from $85 million in the first nine months of
1994 due primarily to lower staff expenses in 1995 and the absence of one-time
expenses from 1994. Net interest expense increased to $56 million from $46
million in 1994 reflecting higher borrowings to support the acquisition of
Moorco and capital expenditures.
Income before income taxes decreased 4 percent to $206 million compared with
$215 million in the first nine months of 1994. Net income of $187 million
compared with $148 million in last year's period reflected the net tax effects
arising from special income and expense items. Primary earnings per share were
$4.97 compared with $3.99 per share last year.
Performance Chemicals sales of $926 million rose 14 percent compared with $815
million in last year's period and profits of $155 million increased 5 percent
compared with $147 million in last year's period. Sales benefited from higher
agricultural products volumes, improving markets and new applications for
lithium products, market share gains in flame retardants, and higher worldwide
pharmaceutical volumes. Profits improved primarily due to higher agricultural
product returns which were partially offset by higher seaweed costs in the food
ingredients division and lower margins in the process additives business due to
increased competition.
Industrial Chemicals sales increased 14 percent to $717 million and profits
increased 47 percent to $134 million versus the first nine months of 1994
reflecting stronger end-markets for key products and cost reduction efforts.
Soda ash volumes and prices increased during the first nine months of the year
with gains in both the domestic and export markets. The hydrogen peroxide
business experienced higher volumes and prices as demand increased, particularly
in the pulp and paper market. European volumes and prices have also improved
compared with the year ago period.
Machinery and Equipment sales of $937 million rose 36 percent from $688 million,
and profits increased to $34 million from $24 million. Sales of energy and
transportation equipment benefited primarily from higher sales and profits in
the airport products markets as well as strong nine month results at Kongsberg
Offshore, the acquisition of Moorco and growth in other energy and
transportation equipment product lines. Although sales of food machinery were
down slightly due to the sale of certain product lines in 1994, profits from
this product line improved due to cost reduction efforts.
Defense Systems sales were $703 million for the first nine months of 1995
compared to $812 million for the same period last year, reflecting lower
production volumes. Profits (net of minority interest) totaled $81 million in
the first nine months of 1995 compared to profits of $78 million for the same
period in 1994 as the absence of expenses related to the formation of United
Defense, L.P. in 1994, higher dividend income from its Turkish joint venture and
a favorable legal judgment in 1995 (see Note 7 to the consolidated financial
statements) more than offset the impact of 1995's lower production volumes.
Precious Metals sales of $34 million declined from sales of $50 million in last
year's period. The segment posted a loss of $13 million in 1995 which compared
with a loss of $8 million in 1994 on the same basis. Period results reflect
initial Beartrack production, lower results at the Jerritt Canyon mine, the
nominal production at Paradise Peak, the shutdown of the Royal Mountain King
mine in 1994 and continued exploration spending.
<PAGE>
Page 18
Other income and expense, net, for the nine-month periods ended September 30,
1995 and 1994 primarily includes pension-related income (expense) of $(1.8)
million and $8.6 million, and LIFO-related income of $0.4 million and $5.0
million, respectively.
The effective tax rates for the nine-month periods ended September 30, 1995 and
1994 were 9 percent and 31 percent, respectively. Excluding the effects of the
special 1995 income and expense items, the effective tax rate for the first nine
months of 1995 was 29 percent. The decline from 31 percent for the same period
last year is primarily a result of a change in business mix.
<PAGE>
Page 19
INDEPENDENT ACCOUNTANT'S REPORTS
--------------------------------
A report by KPMG Peat Marwick LLP, FMC's independent accountants, on
the financial statements included in Form 10-Q for the quarter
ended September 30, 1995 is included on page 20.
A report by Ernst and Young LLP, UDLP's independent accountants, on the
financial statements referred to by KPMG Peat Marwick LLP in its report noted
above is included on page 21.
<PAGE>
Page 20
SIGNATURE
Independent Accountant's Report
-------------------------------
The Board of Directors
FMC Corporation:
We have reviewed the accompanying consolidated balance sheet of FMC Corporation
and consolidated subsidiaries as of September 30, 1995, the related consolidated
statements of income for the three-month and nine-month periods ended September
30, 1995 and 1994, and the related consolidated statements of cash flows for the
nine-month periods ended September 30, 1995 and 1994. These consolidated
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
September 30, 1995, and whose revenues for the three-month and nine-month period
then ended constituted 12 percent, 19 percent and 21 percent, respectively, of
the related consolidated totals.
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, 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 review and the report of other accountants, we are not aware of any
material modifications that should be made to the consolidated financial
statements referred to above for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of FMC Corporation and consolidated
subsidiaries as of December 31, 1994 and the related consolidated statements of
income, cash flows and changes in stockholders' equity for the year then ended
(not presented herein); and in our report dated January 23, 1995, we expressed
an unqualified opinion on those consolidated financial statements. With respect
to information as of and for the year ended December 31, 1994, we did not audit
the financial statements of United Defense, L.P., which statements reflect total
assets constituting 13% and total revenues consitituting 27% of the related
consolidated totals in 1994. Those statements were audited by other auditors
whose report has been furnished to us, and our opinion, insofar as it relates to
the amounts included for United Defense, L.P., is based solely on the report of
other auditors. In our opinion, based upon our audit and the report of other
auditors, the information set forth in the accompanying consolidated balance
sheet as of December 31, 1994 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG Peat Marwick LLP
Chicago, Illinois
October 17, 1995
<PAGE>
Page 21
SIGNATURE
Independent Accountant's Review Report
--------------------------------------
Partners
United Defense LP
Arlington, Virginia
We have reviewed the balance sheet of United Defense LP as of September 30,
1995, and the related statements of income for the three month and nine month
periods ended September 30, 1995 and 1994, the statements of cash flows for
the nine month periods ended September 30, 1995 and 1994 and the statement of
partners' equity for the nine month period ended September 30, 1995. These
financial statements (not presented separately in the FMC Corporation Form 10-Q
for the quarter ended September 30, 1995) are the responsibility of the
Partnership's management.
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, 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 accompanying financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
Ernst and Young LLP
Washington, D.C.
October 13, 1995
<PAGE>
PAGE 22
Part II - Other Information
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- - ------ -----------------
During the third quarter of 1994, the Pacific Rivers Council and the Wilderness
Society (collectively the "PRC"), in a lawsuit filed in Federal District Court
in Idaho (Pacific Rivers Council v. Thomas), sought an injunction against all
ongoing and future forest activities which may affect endangered salmon,
including mining, within various national forests in Idaho including the Salmon
National Forest in which FMC Gold Company's Beartrack property is located. In
that lawsuit, the PRC sought to require the U.S. Forest Service to consult under
the Endangered Species Act (the "Act") with the National Marine Fisheries
Service ("NMFS") regarding existing land resource management plans for the
subject forests and their potential impacts on endangered Snake River salmon.
On January 12, 1995, the court in the PRC lawsuit entered an order enjoining,
among other things, all ongoing and announced mining activities in the Idaho
national forests (in which the Beartrack project is located). On January 25,
1995, the court entered an order staying until March 16, 1995, the effectiveness
of the injunction in order to give the Forest Service time in which to complete
consultation with NMFS on the Land and Resource Management Plans for the
national forest in Idaho. On March 8, 1995, the Court entered an order
dissolving the injunction in recognition of the completion of that consultation.
Since the injunction was dissolved, there have been no further proceedings in
the PRC litigation. The plaintiffs and government defendants report
periodically to the Court regarding their efforts to narrow or resolve the
plaintiffs' outstanding claims. To the best of FMC Gold Company's knowledge,
plaintiffs and the government defendants are discussing a potential agreement
which would dismiss from this litigation all projects upon which site-specific
consultations have been completed. Should the parties agree to such a
resolution, the Beartrack Mine should be removed from the scope of remaining
litigation in this case, as a site-specific consultation was completed for the
Mine in early 1994. Should such an agreement not be reached, it is possible
that plaintiffs could seek other remedies against some or all current or future
activities within the affected Forests, including the Beartrack Mine.
On October 12, 1994, the Sierra Club Legal Defense Fund, Inc. ("Sierra"), on
behalf of certain other organizations, filed a lawsuit in Federal District Court
for the Western District of Washington at Seattle against NMFS and other federal
agencies for violation of the Act alleging that NMFS' biological opinion failed
to satisfy the requirements of the Act. Sierra, the Federal Agencies and FMC
Gold Company, as intervenor, each filed a motion for summary judgment. On
November 9, 1995, the court ordered the federal agencies to reinitiate
consultation under Section 7 of the Act on the potential environmental impacts
of the Beartrack Mine project on endangered salmon or the designated critical
habitat for salmon. The plaintiffs did not seek, and the court did not impose,
any injunction or other restriction on the operation of the Beartrack Mine
pending completion of such consultation. If, upon remand, the consulting
agencies were to determine that activity associated with the Beartrack Mine
would jeopardize and/or adversely modify or destroy designated critical habitat,
such activities could be required to cease pending completion of consultation.
Under the Act's regulations, consultation must be completed within 135 days of
initiation. FMC Gold Company continues to believe that operation of the
Beartrack Mine will not jeopardize endangered salmon or the critical habitat and
that, upon completion of consultation, the Mine will be permitted to continue to
operate.
<PAGE>
Page 23
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 page 1
of per share earnings
assuming full dilution
12 Statement re: computation page 2
of ratios of earnings to
fixed charges
15 Letter re: unaudited page 3
interim financial
information
27 Financial Data Schedule page 5
(b) Reports on Form 8-K
-------------------
Form 8-K dated September 1, 1995 describing FMC's recording of special
income and expense items in the third quarter of 1995.
Form 8-K dated September 12, 1995 regarding FMC Gold Company's engagement
of Wood Gundy Inc. to explore a possible sale of FMC Gold Company, an 80
percent owned subsidiary of FMC Corporation.
<PAGE>
PAGE 24
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: November 13, 1995 Ronald D. Mambu
----------------- -------------------------------
Controller and duly authorized
officer
<PAGE>
PAGE 1
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Page Number in
Number in Document Numbering
Exhibit Table Description System
------------- ----------- ------
<S> <C> <C>
11 Statement re: computation 1
of per share earnings
assuming full dilution
12 Statement re: computation of 2
ratios of earnings to fixed
charges
15 Letter re: unaudited 3
interim financial
information
(KPMG Peat Marwick LLP)
15 Letter re: unaudited 4
interim financial
information
(Ernst & Young LLP)
27 Financial Data Schedule 5
</TABLE>
<PAGE>
PAGE 1
FMC Corporation
Quarterly Report
on Form 10-Q for
September 30, 1995
Exhibit 11 Statement re:
-------------
Computation of Per Share Earnings Assuming
------------------------------------------
Full Dilution (Unaudited)
-------------------------
(In thousands, except per share data)
-------------------------------------
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------- ---------------------
1995 1994 1995 1994
------- ------- -------- --------
<S> <C> <C> <C> <C>
Earnings:
Net income $57,049 $34,695 $187,197 $148,099
======= ======= ======== ========
Shares:
Average number of shares of
common stock and common
stock equivalents
outstanding 37,848 37,298 37,685 37,137
Additional shares assuming
conversion of:
stock options 195 167 116 74
------- ------- -------- --------
Pro forma shares 38,043 37,465 37,801 37,211
======= ======= ======== ========
Earnings per common share
assuming full dilution $ 1.50 $ 0.93 $ 4.95 $ 3.98
======= ======= ======== ========
</TABLE>
<PAGE>
PAGE 2
FMC Corporation
Quarterly Report
on Form 10-Q for
September 30, 1995
Exhibit 12 Computation of Ratios of Earnings to Fixed Charges
--------------------------------------------------
(In millions, except ratio data)
--------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
----------------
1995 1994
------ ------
<S> <C> <C>
Earnings:
Income before income taxes $206.4 $214.6
Minority interests 41.4 50.5
Undistributed (earnings) losses of
affiliates (0.5) 1.9
Interest expense and amortization
of debt discount, fees and expenses 67.0 51.3
Amortization of capitalized interest 6.0 5.8
Interest included in rental expense 16.3 16.0
------ ------
Total earnings $336.6 $340.1
------ ------
Fixed charges:
Interest expense and amortization
of debt discount, fees and expenses $ 67.0 $ 51.3
Interest capitalized as part of
fixed assets 7.9 2.5
Interest included in rental expense 16.3 16.0
------ ------
Total fixed charges $ 91.2 $ 69.8
------ ------
Ratio of earnings to fixed charges 3.7x 4.9x
====== ======
</TABLE>
<PAGE>
PAGE 3
FMC Corporation
SIGNATURE Quarterly Report
on Form 10-Q for
September 30, 1995
Exhibit 15 Letter re: Unaudited Interim Financial Information
--------------------------------------------------
FMC Corporation
Chicago, Illinois
Gentlemen:
Re: Registration Statements No. 33-10661 and No. 33-7749 on Form S-8 and
Registration Statements No. 33-45648 and 33-62415 on Form S-3.
With respect to the subject registration statements, we acknowledge our
awareness of the incorporation by reference of our report dated October 17, 1995
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 LLP
Chicago, Illinois
November 9, 1995
<PAGE>
PAGE 4
FMC Corporation
SIGNATURE Quarterly Report
on Form 10-Q for
September 30, 1995
Exhibit 15 Letter re: Unaudited Interim Financial Information
--------------------------------------------------
November 3, 1995
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-3 No. 33-62415, Form S-8 No. 33-10661 and Form S-
8 No. 33-7749) of FMC Corporation for the registration of its securities of our
report dated October 13, 1995 relating to the unaudited interim financial
statements of United Defense LP which is included in the Form 10-Q of FMC
Corporation for the quarter ended September 30, 1995.
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 LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
FMC Corporation Form 10Q For The Quarterly Period Ended September 30, 1995
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 100,780
<SECURITIES> 0
<RECEIVABLES> 779,500
<ALLOWANCES> 12,691
<INVENTORY> 568,144
<CURRENT-ASSETS> 1,748,502
<PP&E> 4,247,771
<DEPRECIATION> 2,520,098
<TOTAL-ASSETS> 4,163,204
<CURRENT-LIABILITIES> 1,683,601
<BONDS> 994,836
<COMMON> 3,699
0
0
<OTHER-SE> 607,515
<TOTAL-LIABILITY-AND-EQUITY> 4,163,204
<SALES> 3,299,906
<TOTAL-REVENUES> 3,348,292
<CGS> 2,413,412
<TOTAL-COSTS> 2,413,412
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 66,985
<INCOME-PRETAX> 206,371<F1>
<INCOME-TAX> 19,174
<INCOME-CONTINUING> 187,197
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 187,197
<EPS-PRIMARY> 4.97
<EPS-DILUTED> 4.95
<FN>
<F1> Income before taxes includes a tax free gain on sale of FMC Wyoming
stock of 99,729 and minority interests of 41,417. Minority interests are
primarily limited partners' share of partnership profits for which tax
has not been provided.
</FN>
</TABLE>
