<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 17, 1997
FMC CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-2376 94-0479804
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 East Randolph Drive, Chicago, Illinois 60601
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(address of principal executive offices) (Zip Code)
(312) 861-6000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On April 17, 1997, FMC Corporation issued the following release:
FMC REPORTS 1997 FIRST QUARTER RESULTS
CHICAGO, April 17, 1997 -- FMC Corporation today reported first quarter
sales of $1.3 billion, up 17 percent from $1.1 billion last year. After-tax
income from continuing operations of $40 million compared with $57 million
in last year's quarter. Earnings per share from continuing operations were
$1.05 in the first quarter 1997 compared with $1.49 in the 1996 period.
Sales and profits were in line with company expectations, given lower
dividend income from its joint venture in Turkey and weakness in certain
industrial chemicals markets.
According to FMC Chairman and Chief Executive Officer Robert N. Burt:
"We continue to focus on getting the payoff from the major investments and
acquisitions we've made over the past several years, and had several
positive signs this quarter that our growth efforts are taking hold. For
example, the EPA registered our new Authority herbicide in February, and
we are encouraged by the strong operating performance and backlogs in our
machinery businesses. As we've previously announced, we continue to expect
record 1997 sales and profits."
-more-
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Page 2/FMC Reports First Quarter Earnings
Burt also announced that based on current market conditions, FMC will begin
a stock repurchase, since he believes "that FMC stock is significantly
undervalued." The company will use the repurchased stock to cover stock options
that may be exercised during the year.
REVIEW OF OPERATIONS
Industrial Chemicals sales of $236 million decreased 3 percent from $242
million in the first quarter of 1996. Earnings (net of minority interest) were
$35 million compared with $38 million in the year-ago period. Soda ash profits
were down from the first quarter of 1996, reflecting pressure from continuing
low caustic soda prices, partially offset by higher volumes from FMC's new
capacity. Hydrogen peroxide volumes and prices declined from first quarter 1996
given continuing weakness in the pulp and paper market and resulting competitive
market conditions. Phosphorus profits were up from last year's quarter.
Performance Chemicals sales were $297 million, down 2 percent from $304
million in 1996, and profits of $30 million were down from $39 million last
year. Agricultural products sales were down in 1997 due to unusually high early
purchases of products in the 1996 first quarter. Profits declined, reflecting
lower sales and higher pre-launch costs associated with Authority. At the new
Authority plant, major corrosion problems have been resolved, and production
rates continue to improve.
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Page 3/FMC Reports First Quarter Earnings
Carfentrazone-ethyl, FMC's second new herbicide, is approved by the EPA for
reduced risk assessment, which will shorten the time required for registration.
In the specialty chemicals area, food ingredients profits increased due to
lower-cost product introductions and moderating seaweed costs. Lithium profits
also were ahead of last year, when weather-related manufacturing difficulties
slowed production.
Machinery and Equipment sales of $467 million increased 45 percent from
$323 million in 1996. Profits of $17 million were up from $14 million in last
year's quarter. Sales increases in food machinery reflect the addition of
Frigoscandia, which was acquired at the end of the 1996 second quarter. Sales of
energy equipment increased due to higher shipments to Statoil, Norway's
state-owned oil company. Profits improved on the strength of sales increases,
offset somewhat by industry mix. Machinery and Equipment backlog at the end of
the first quarter 1997 was $982 million, up from $923 million at year-end 1996,
reflecting continued strong energy and food machinery markets.
Defense Systems sales of $288 million were up 23 percent from the first
quarter of 1996. Operating profits (net of minority interest) of $31 million
declined from $37 million last year, reflecting a significantly lower dividend
from the company's joint venture in Turkey. Absent the dividend comparison,
operating profits improved consistent with sales increases. Defense backlog was
$1.5 billion at the end of the first quarter, down 4 percent from year-end 1996.
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Page 4/FMC Reports First Quarter Earnings
Net interest expense increased to $30 million from $23 million in the first
quarter last year, reflecting higher debt levels associated with recent
acquisitions and capital expenditures. Corporate expenses were $23 million,
essentially even with last year.
FMC Corporation is one of the world's leading producers of chemicals and
machinery for industry, government and agriculture. The Chicago-based company
reported annual sales of $5 billion in 1996, with international sales to more
than 100 countries accounting for 48 percent of total annual revenues. FMC
employs 22,000 people at 117 manufacturing facilities and mines in 28
countries. The company divides its businesses into four major segments:
Industrial Chemicals, Performance Chemicals, Machinery and Equipment, and
Defense Systems.
# # #
Safe Harbor Statement under the Private Securities Litigation Act of 1995:
Statements in this news release that are forward-looking statements are subject
to various risks and uncertainties including but not limited to economic
conditions, product demand and industry capacity, competitive products and
pricing, manufacturing efficiencies, new product development, availability and
price of raw materials and critical manufacturing equipment, new plant startups,
the regulatory and trade environment and other risks indicated in the
corporation's 10-K report and other SEC filings. Such information contained
herein represents management's best judgment as of the date hereof based on
information currently available. The corporation does not intend to update this
information and disclaims any legal liability to the contrary.
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FMC CORPORATION AND CONSOLIDATED SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF INCOME
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(Unaudited and in millions, except per share amounts)
<TABLE>
<CAPTION>
Three Months
Ended March 31
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1997 1996
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<S> <C> <C>
Sales $1,280.4 $1,094.3
Other revenue 17.3 38.8
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Total revenue 1,297.7 1,133.1
Operating costs and expenses 1,192.2 1,007.0
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105.5 126.1
Minority interests 19.1 23.5
Net interest expense 30.1 22.6
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Income from continuing operations
before income taxes 56.3 80.0
Provision for income taxes 16.4 23.2
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Income from continuing operations 39.9 56.8
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Discontinued operation, net of taxes -- (1.6)
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Net income $ 39.9 $ 55.2
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Earnings (loss) per common share:
Continuing operations $ 1.05 $ 1.49
Discontinued operation -- (0.04)
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Net income $ 1.05 $ 1.45
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Average number of shares used in
earnings per share computations 38.1 38.0
======== ========
</TABLE>
Note: Prior period amounts have been reclassified to present the Precious Metals
segment as a discontinued operation.
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FMC CORPORATION AND CONSOLIDATED SUBSIDIARIES
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INDUSTRY SEGMENT DATA
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(Unaudited and in millions)
<TABLE>
<CAPTION>
Three Months
Ended March 31
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1997 1996
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<S> <C> <C>
Sales
- -----
Industrial Chemicals $ 235.5 $ 241.9
Performance Chemicals 297.4 304.1
Machinery and Equipment 467.0 322.9
Defense Systems 287.5 233.1
Eliminations (7.0) (7.7)
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$1,280.4 $1,094.3
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Income from continuing operations
- ---------------------------------
before income taxes
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Industrial Chemicals $ 35.2 $ 38.4
Performance Chemicals 29.9 38.9
Machinery and Equipment 16.5 13.5
Defense Systems 31.0 36.9
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Operating profit from continuing
operations 112.6 127.7
Corporate (23.3) (23.5)
Net interest expense (30.1) (22.6)
Other income and (expense), net (2.9) (1.6)
-------- --------
Income from continuing operations
before income taxes $ 56.3 $ 80.0
======== ========
</TABLE>
Note: Prior period amounts have been reclassified to present the Precious Metals
segment as a discontinued operation.
