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Restructuring and Other Charges (Income)
9 Months Ended
Sep. 30, 2015
Restructuring and Related Activities [Abstract]  
Restructuring and Other Charges (Income)
Restructuring and Other Charges (Income)
Our restructuring and other charges (income) are comprised of restructuring, asset disposals and other charges (income) as noted below:
 
Three Months Ended September 30
 
Nine Months Ended September 30
(in Millions)
2015
 
2014
 
2015
 
2014
Restructuring charges and asset disposals
$
69.3

 
$
1.3

 
$
81.5

 
$
7.9

Other charges (income), net
(23.7
)
 
34.3

 
(3.3
)
 
37.0

Total restructuring and other charges
$
45.6

 
$
35.6

 
$
78.2

 
$
44.9



Restructuring charges and asset disposals
Detail on the 2015 restructuring charges and asset disposal activities is provided below. For detail on restructuring activities which commenced prior to 2015, see Note 7 to our consolidated financial statements included with our 2014 Form 10-K.
2015 Restructuring Activities
Cheminova Restructuring
On April 21, 2015 we completed the acquisition of Cheminova; see Note 3 for more details. As part of the integration of Cheminova into our existing FMC Agricultural Solutions segment we implemented a restructuring plan. The restructuring plan includes workforce reductions, relocation of current operating locations, lease termination fees and fixed asset accelerated depreciation as well as fixed asset disposal charges at several of our FMC Agricultural Solutions' facilities. Included within these actions was the decision to exit our generic crop protection business in Brazil, Consagro Agroquimica Ltda. (Consagro).
Consagro Crop Protection Business
On September 10, 2015, we entered into a definitive agreement to sell our generic crop protection business in Brazil, Consagro, to Atanor do Brasil Ltda., the Brazilian subsidiary of Albaugh, LLC. The sale of Consagro is part of our broad strategy to focus on our portfolio of valued-added products, especially with the addition of the Cheminova product line in Brazil. We expect the sale to occur in the fourth quarter of 2015. As a result, at September 30, 2015 we reclassified the Consagro business as an asset held for sale on the condensed consolidated balance sheet. In accordance with GAAP, assets held for sale are required to be reported at the lower of carrying value or fair value less costs to sell. During the three and nine month period ended September 30, 2015 we recorded an impairment charge of $40.1 million to adjust the carrying value of the net assets of Consagro to the estimated net proceeds on the sale of the business less anticipated costs to sell.

Health and Nutrition Restructuring
In 2014 our FMC Health and Nutrition segment implemented a plan to restructure a portion of its operations. The objective of the restructuring was to better align our business and costs to macroeconomic and market realities. The restructuring decision resulted in workforce reductions at several of our FMC Health and Nutrition facilities. In 2015 these restructuring activities continued with the sale of our pectin manufacturing business.
Pectin Manufacturing Business
As part of our Health and Nutrition Restructuring we changed our strategy for pectin shifting our focus from the manufacture of standard grade pectin to concentrate on higher-value, more specialized solutions for our customers. To accomplish our goals under this new strategy on September 11, 2015, we completed the sale of our pectin manufacturing business, located in Milazzo, Italy, to Cargill, Inc (Cargill).

The sale resulted in approximately $7.0 million in proceeds and a loss on sale of $11.9 million for the three and nine months ended September 30, 2015. The proceeds from the sale are included within "Proceeds from sale of investment/business" on the Condensed Consolidated Statement of Cash Flows. The loss of $11.9 million was comprised of net assets sold of $18.9 million which primarily included property, plant and equipment and trade working capital (i.e., trade receivables and payables as well as inventory). In connection with the sale we entered into a customary transitional services agreement with Cargill to provide for the orderly separation of the business. These services will be provided by us to Cargill for up to three months after closing. We have also entered into an arm's-length supply agreement with Cargill, which provides us with more efficient and flexible sourcing on a broad range of both standard and specialty pectin grades.

 
 
Restructuring Charges
(in Millions)
 
Severance and Employee Benefits (1)
 
Other Charges (Income) (2)
 
Asset Disposal Charges (3)
 
Total
Cheminova Restructuring
 
$
7.8

 
$
2.5

 
$
40.4

 
$
50.7

Health and Nutrition Restructuring
 
4.3

 
0.4

 
11.9

 
16.6

Other Items
 
2.0

 

 

 
2.0

Three months ended September 30, 2015
 
$
14.1

 
$
2.9

 
$
52.3

 
$
69.3

 
 
 
 
 
 
 
 
 
Other Items
 
0.5

 
0.8

 

 
1.3

Three months ended September 30, 2014
 
$
0.5

 
$
0.8

 
$

 
$
1.3

 
 
 
 
 
 
 
 
 
Cheminova Restructuring
 
$
12.2

 
$
2.8

 
$
40.5

 
$
55.5

Health and Nutrition Restructuring
 
5.9

 
0.5

 
14.1

 
20.5

Other Items
 
5.6

 
(0.1
)
 

 
5.5

Nine months ended September 30, 2015
 
$
23.7

 
$
3.2

 
$
54.6

 
$
81.5

 
 
 
 
 
 
 
 
 
Health and Nutrition Restructuring
 
$
5.8

 
$

 
$

 
$
5.8

Other Items
 
0.5

 
1.6

 

 
2.1

Nine months ended September 30, 2014
 
$
6.3

 
$
1.6

 
$

 
$
7.9

____________________ 
(1)
Represents severance and employee benefit charges. Income represents adjustments to previously recorded severance and employee benefits.
(2)
Primarily represents costs associated with lease payments, contract terminations, and other miscellaneous exit costs. Other Income primarily represents favorable developments on previously recorded exit costs as recoveries associated with restructuring.
(3)
Primarily represents accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns are also included within the asset disposal charges.
Roll forward of restructuring reserves
The following table shows a roll forward of restructuring reserves, continuing and discontinued, that will result in cash spending. These amounts exclude asset retirement obligations.
(in Millions)
Balance at
12/31/14 (4)
 
Change in
reserves (2)
 
Cash
payments
 
Other (3)
 
Balance at
9/30/15 (4)
Cheminova Restructuring
$

 
$
15.0

 
$
(9.7
)
 
$

 
$
5.3

Health and Nutrition Restructuring
4.6

 
6.4

 
(8.2
)
 
0.1

 
2.9

Other Workforce Related and Facility Shutdowns (1)
3.0

 
5.5

 
(4.5
)
 
0.5

 
4.5

Restructuring activities related to discontinued operations (5)
2.7

 
(2.2
)
 
(0.1
)
 

 
0.4

Total
$
10.3

 
$
24.7

 
$
(22.5
)
 
$
0.6

 
$
13.1

____________________ 
(1)
Primarily severance costs related to workforce reductions and facility shutdowns noted in the “Other Items” sections above.
(2)
Primarily severance, exited lease, contract termination and other miscellaneous exit costs. Any accelerated depreciation and impairment charges noted above impacted our property, plant and equipment balances and are not included in the above tables.
(3)
Primarily foreign currency translation adjustments.
(4)
Included in “Accrued and other liabilities” on the condensed consolidated balance sheets.
(5)
Cash spending associated with restructuring activities of discontinued operations is reported within "Other discontinued reserves" on the condensed consolidated statements of cash flows.
Other charges (income), net
 
Three Months Ended September 30
 
Nine Months Ended September 30
(in Millions)
2015
 
2014
 
2015
 
2014
Environmental charges, net
$
2.9

 
$
17.3

 
$
8.3

 
$
20.0

Other items, net
(26.6
)
 
17.0

 
(11.6
)
 
17.0

Other charges (income), net
$
(23.7
)
 
$
34.3

 
$
(3.3
)
 
$
37.0

Environmental charges, net
Environmental charges represent the net charges associated with environmental remediation at continuing operating sites. See Note 10 for additional details.
Other items, Net
In the three months ended September 30, 2015 we sold our remaining ownership interest in a Belgian-based pesticide distribution company, Belchim Crop Protection N.V. ("Belchim"). Prior to and subsequent to the sale, Belchim was accounted for as a cost method investment. The gain on the sale of approximately $26.6 million was recorded as "Other income, net". The cash proceeds from the sale of $27.5 million are included within "Proceeds from sale of investment/business" on the Condensed Consolidated Statement of Cash Flows.
Our FMC Agricultural Solutions segment enters into collaboration and license agreements with various third-party companies for the purpose of obtaining certain technology and intellectual property rights relating to new compounds still under development. In most transactions, the rights and technology obtained is referred to as in-process research and development and in accordance with GAAP. The amounts paid are expensed as incurred since they were acquired outside of a business combination. During the nine months ended September 30, 2015, we entered into one such transaction, consisting of the acquisition of all global rights to a pre-development novel, proprietary broadleaf herbicide. During the three and nine months ended September 30, 2014, we entered into another similar transaction, consisting of an exclusive license, development and supply agreement for a novel crop protection product for agricultural use in the United States.