UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark
One)
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Annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 |
(No Fee Required)
For the fiscal year ended December 31, 2021
OR
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Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 |
(No Fee Required)
For the transition period from _______ to _______
Commission file number 1-2376
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Full title of the plan and the address of the plan, if
different
from that of the issuer named below
FMC CORPORATION
2929 WALNUT STREET
PHILADELPHIA, PA 19104
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Table of Contents
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Page |
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Financial Statements: |
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Supplemental Schedule: |
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Report of Independent Registered Public Accounting
Firm
To the Plan Participants and Plan Administrator
FMC Corporation Savings and Investment Plan:
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available
for benefits of the FMC Corporation Savings and Investment Plan
(the Plan) as of December 31, 2021 and 2020, the related statement
of changes in net assets available for benefits for the year ended
December 31, 2021 and 2020, the related notes and schedules
(collectively referred to as the financial statements.) In our
opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of
December 31, 2021 and 2020, the changes in net assets available for
benefits for the year ended December 31, 2021 and 2020, in
conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audit. We are a public accounting
firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with
respect to the Plan in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Plan is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audit, we are required to obtain an understanding of
internal control over financial reporting, but not for purposes of
expressing an opinion on the effectiveness of the Plan’s internal
control over financial reporting. Accordingly, we express no such
opinion.
Our audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
Accompanying Supplemental Information
The supplemental information in the accompanying schedule of assets
(held at end of year) as of December 31, 2021 has been subjected to
audit procedures performed in conjunction with the audit of the
Plan’s financial statements. The supplemental information is the
responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental information
reconciles to the financial statements or the underlying accounting
and other records, as applicable, and performing procedures to test
the completeness and accuracy of the information presented in the
supplemental information. In forming our opinion on the
supplemental information in the accompanying schedule, we evaluated
whether the supplemental information, including its form and
content, is presented in conformity with the Department of Labor’s
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. In our opinion,
the supplemental information in the accompanying schedule is fairly
stated, in all material respects, in relation to the financial
statements as a whole.
/s/MITCHELL & TITUS LLP
We have served as the Plan’s auditor since 2020.
Philadelphia, Pennsylvania
June 22, 2022
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FMC CORPORATION |
SAVINGS AND INVESTMENT PLAN |
Statements of Net Assets Available for Benefits |
December 31, 2021 and 2020 |
(in thousands) |
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2021 |
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2020 |
Assets: |
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Investments at fair value |
$ |
695,430 |
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$ |
702,074 |
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Receivables: |
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Contributions receivable |
7,475 |
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8,287 |
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Notes receivable from participants |
2,814 |
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2,625 |
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Net assets available for benefits |
$ |
705,719 |
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$ |
712,986 |
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See accompanying Notes to Financial Statements.
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FMC CORPORATION |
SAVINGS AND INVESTMENT PLAN |
Statements of Changes in Net Assets Available for
Benefits |
Years Ended December 31, 2021 and 2020 |
(in thousands) |
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2021 |
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2020 |
Additions: |
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Interest and dividend income |
$ |
23,315 |
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$ |
15,109 |
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Net appreciation in fair value of investments |
56,402 |
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100,890 |
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Contributions: |
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Participants |
18,373 |
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18,160 |
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Rollovers |
3,859 |
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4,033 |
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Employer |
14,146 |
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14,631 |
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Total additions |
$ |
116,095 |
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$ |
152,823 |
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Deductions: |
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Benefits paid to participants |
122,875 |
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72,761 |
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Administrative expenses |
487 |
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492 |
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Total deductions |
$ |
123,362 |
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$ |
73,253 |
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Net increase (decrease) |
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(7,267) |
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$ |
79,570 |
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Net assets available for benefits, beginning of year |
712,986 |
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633,416 |
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Net assets available for benefits, end of year |
$ |
705,719 |
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$ |
712,986 |
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See accompanying Notes to Financial Statements.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2021 and 2020
Note 1 - Description of the Plan
The following description of the FMC Corporation Savings and
Investment Plan (the Plan) provides only general information.
A more complete description of the Plan's provisions may be found
in the Plan Document.
a. General
The Plan is a qualified defined contribution plan under
Section 401(k) of the Internal Revenue Code, which covers
substantially all employees of FMC Corporation (FMC, the Company or
the Plan Sponsor), other than employees who generally reside or
work outside of the United States. Such employees are eligible to
participate in the Plan immediately upon commencement of their
employment with the Company. The Plan is subject to the provisions
of the Employee Retirement Income Security Act (ERISA). The Plan is
administered by the Employee Welfare Benefits Plan Committee of FMC
Corporation.
Given the COVID-19 pandemic there has been instability in the
global economy and financial markets. The extent to which COVID-19
will continue to impact the Plan's financial position will depend
on future developments, many of which remain uncertain and cannot
be predicted with confidence, including the duration of the
pandemic, further actions to be taken to contain the pandemic or
mitigate its impact, and the extent of the direct and indirect
economic effects of the pandemic and containment measures, among
others.
On March 27, 2020 Congress enacted the Coronavirus Aid, Relief, and
Economic Security Act ("CARES Act") which contains several relief
provisions that apply to retirement plans. As part of the CARES
Act, a qualifying participant was allowed to delay outstanding
retirement loan repayments for up to one year for loans due between
March 27, 2020 to December 31, 2020. The loan amortization schedule
was adjusted to reflect the delay and any interest accrued in that
time period. A qualified participant could elect to take a penalty
free distribution up to $100,000, not to exceed the participants
vested balance. The distributions were made during the period of
January 1, 2020 to December 31, 2020. Income attributable to the
distributions are subject to tax over three years, and the
participant may recontribute the funds to an eligible retirement
plan within three years without regard to that year’s contribution
cap. The Plan has implemented the above mentioned changes. The
ability to utilize the provisions of the CARES Act ceased as of
December 31, 2020.
b. Contributions
Participants may elect to defer no more than 50% of their eligible
compensation, and contribute it to the Plan's trust on a pretax
(i.e. traditional 401(k)) or after-tax (i.e. Roth 401(k)) basis up
to the Internal Revenue Code Section 402(g) limit for 2021 of
$19,500. Participants who are aged 50 or older by the end of the
plan year may elect to contribute pretax or after-tax catch up
contributions, up to a maximum of $6,500. Participants may also
elect to make traditional after-tax contributions (all
contributions not to exceed 50% of the total compensation in
aggregate).
Employees hired before April 1, 2017 who did not enroll in the Plan
within 60 days from their date of hire were automatically enrolled
at a contribution rate of 3% of pre-tax eligible pay. At each of
the following two anniversaries of the employees’ enrollment, the
contribution rate increases 1% until a 5% contribution rate is
reached. Employees hired after April 1, 2017 who do not enroll in
the Plan within 60 days from their date of hire will be
automatically enrolled at a contribution rate of 5% of pre-tax
eligible pay. Employees who do not want to be automatically
enrolled may opt out by electing a 0% contribution
rate.
For eligible employees participating in the Plan, the Company makes
matching contributions of 80% of the portion of those contributions
up to 5% of the employee's compensation (Basic Contribution). The
Company matching contributions are paid in the form of cash and are
allocated to participant accounts based upon the participant's
investment elections. For the 2021 plan year, total annual
contributions from all sources, other than catch-up contributions,
were limited to the Internal Revenue Code Section 415(c) limit
of the lesser of 100% of compensation or $58,000.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
In addition to the Basic Contribution, all newly hired and rehired
salaried and nonunion hourly employees of the Company beginning
July 1, 2007 receive an annual employer core contribution of 5% of
the employee's eligible compensation. This amount is contributed to
the employee's account after the end of each plan year. This change
was instituted for these employees effective July 1, 2007,
since these employees are not eligible for the Company's defined
benefit plan. Also, effective February 1, 2013, existing and newly
hired Middleport union employees, except for certain employees who
were grandfathered in the defined benefit plan, are eligible for
the annual employer core contribution. The 5% core contribution
funds are not eligible for participant withdrawals and loans, but
are subject to the same vesting requirements as discussed in
Note 1(f). Additionally, the 5% core contribution funds are
included in the 415(c) limit described above but not in the $19,500
402(g) limit on pretax contributions also described above. The
amount of these 5% core contributions included in the statements of
changes in net assets available for benefits were approximately
$7,449,989 and $7,941,703 for the years ended December 31,
2021 and 2020, respectively.
With the approval of the Plan Administrator, participants are
allowed to make rollover contributions of amounts received from
other tax-qualified employer-sponsored retirement plans to the
Plan.
c. Participant Account Activity
Each participant's account is credited with the participant's
contributions, employer matching contributions, and allocations of
plan earnings and losses, as determined by the Plan Document. The
benefit to which a participant is entitled is the benefit that can
be provided from the participant's vested account.
d. Trust
The Company established a trust (the Trust) at Fidelity
Management Trust Company (the Trustee) for investment purposes
as part of the Plan. The recordkeeper of the Plan, Fidelity
Investments Institutional Operations Company, is an affiliate of
the Trustee.
e. Investment Options
Upon enrollment in the Plan, a participant may direct his or her
contributions in 1% increments to each investment option selected.
Participants may also elect to have professionals at the Trustee
help manage the investments under a program called
Fidelity®
Portfolio Advisory Services at Work. Certain investment options of
the Plan qualify for Class K based on volume held by the Plan in
these funds. Class K offers the Plan a lower expense ratio compared
to similar retail classes. Investment options for both participant
and trustee-directed investments are further described in Note
3.
f. Vesting
On April 1, 2017, the Plan was amended to remove the five-year
vesting schedule for both the Company matching contributions and
core contribution for active employees. At that date, all
non-vested matching and core contributions for active employees
became fully vested. As a result, all future matching
contributions, core contributions, and any related earnings will
immediately vest for active employees.
g. Payment of Benefits
Upon termination of service, death or disability, any participant
or, if applicable, his or her beneficiary may elect to immediately
receive a lump-sum distribution equal to the vested balance of his
or her account. Upon attainment of age 59 1/2, participants who are
employed by the Company can elect in-service distribution of all
vested accounts. Participants or beneficiaries whose accounts were
valued at not less than $1,000 upon termination are able to elect
to defer their lump-sum distribution, take distribution in the form
of periodic payments or receive installments (annually, quarterly,
or monthly) over a certain period that may not exceed the joint
life expectancy of the participant and beneficiary.
h. Participant Withdrawals and
Loans
The Plan allows participants to make hardship cash withdrawals
(subject to income taxation and Internal Revenue Service penalties)
from some or all of his or her vested account balances. Withdrawals
from participants' after-tax
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
and rollover accounts may be made at any time. Eligible
participants may also receive money from the Plan in the form of
loans. Loans are secured by participant accounts and repaid through
payroll deductions. The minimum that may be borrowed is $1,000. The
maximum that may be borrowed is the lesser of $50,000, less the
balance of any outstanding loans, or 50% of the participant's
vested account balance. The Plan limits participant loans to one
outstanding loan at any time. Additionally, a 30-day waiting period
is required before a participant can initiate a new loan from an
employee plan account after the outstanding loan is paid in full.
Loans must be repaid over a period not greater than 60 months
with the exception of loans used for the purchase of a primary
residence, which may be repaid over a maximum of 240 months with
interest charged at the prime rate at loan inception. As of
December 31, 2021, the interest rates on the participant loans
ranged from 3.25% to 8.25%.
i. Forfeited Accounts
Forfeitures by participants of non-vested matching contributions
("Forfeitures") are used to offset future employer matching
contributions for other participants and to pay future plan
expenses. In 2021 and 2020 employer matching contributions were
reduced from Forfeitures by zero and $511,005, respectively. Also,
in 2021 and 2020, plan expenses of $157,779 and $184,873,
respectively, were paid from Forfeitures. At December 31, 2021
there were $325,135 Forfeitures available to reduce future employer
matching contributions and pay future plan expenses. At
December 31, 2020 there were no Forfeitures available to
reduce future employer matching contributions and pay future plan
expenses.
j. Plan Termination
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of
ERISA.
Note 2 - Summary of Significant Accounting Policies
The following are the significant accounting policies followed by
the Plan:
a. Basis of Accounting
The Plan's financial statements have been prepared using the
accrual basis of accounting.
b. Investment Valuation and Income
Recognition
The Plan's investments are reported at fair value. Fair value is
the price that would be received to sell an asset or would be paid
to transfer a liability in an orderly transaction between
participants at the measurement date. See Note 4 for a discussion
of fair value measurements.
Purchases and sales of securities are recorded on a trade-date
basis. Dividends are recorded on the ex-dividend date. Interest
income is recorded on the accrual basis. Net appreciation
(depreciation) includes gains and losses on investments bought and
sold as well as held during the year.
c. Notes Receivable from
Participants
Notes receivable from participants are measured at their unpaid
principal balance plus any accrued but unpaid interest. Interest
income is recorded on the accrual basis. Delinquent notes
receivable from a participant are reclassified as distributions
based upon the terms of the Plan document.
d. Use of Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles (U.S. GAAP)
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and changes therein,
and disclosure of contingent assets and liabilities. Actual results
could differ from these estimates.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
e. Risks and Uncertainties
The Plan invests in various investment securities. Investment
securities, in general, are exposed to various risks such as
interest rate, credit risks and overall market volatility risks.
Due to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and
that such changes could materially affect the amounts reported in
the statements of net assets available for benefits.
f. Payment of Benefits
Benefit payments are recorded when paid.
g. Plan Expenses
The compensation and expenses of the Trustee are paid by
participants and the Company. All other expenses of the Plan may be
paid by the Trustee out of the assets of the Plan and constitute a
charge upon the respective investment funds or upon the individual
participants' accounts as provided for in the Plan.
Note 3 - Description of Investment
The objectives of the primary investments in which participants
were invested in during 2021 are described below.
Common Stocks:
FMC Stock
- Funds are invested in the common stock of the
Company.
Mutual Funds:
Large Cap Funds:
Fidelity®
Blue Chip Growth K6 Fund
- Funds are invested primarily in the common stock of well-known
and established companies.
T. Rowe Price Large-Cap Value Fund I Class
- The fund will normally invest at least 80% of its net assets
(including any borrowings for investment purposes) in securities of
large-cap companies that the portfolio manager regards as
undervalued.
Vanguard Institutional Index Fund Institutional "Plus"
Shares
- The fund employs an indexing investment approach designed to
track the performance of the Standard & Poor (S&P) 500
Index, a widely recognized benchmark of U.S. stock market
performance that is dominated by the stocks of large U.S.
companies.
Mid Cap Funds:
Fidelity®
Low-Priced Stock K6 Fund
- Funds are heavily invested in stocks considered to be undervalued
by the fund manager, which can lead to investment in small and
medium-sized companies.
Vanguard Extended Market Index Fund Institutional Shares -
The fund employs an indexing investment approach designed to track
the performance of S&P Completion Index, a broadly diversified
index of stocks of small and mid-size U.S. companies.
Small Cap Funds:
Harbor Small Cap Growth Fund Retirement Class -
The fund invests primarily in equity securities, principally common
and preferred stocks of small cap companies. Under normal market
conditions, the fund invests at least 80% of its net assets, plus
borrowings for investment purposes, in securities of small cap
companies.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
Cardinal Small Cap Value Fund Institutional Class
- Under normal circumstances, the fund invests at least 80% of its
net assets (plus any borrowings for investment purposes) in
securities of small capitalization companies. The securities in
which the fund invests are primarily common stock and
REITs.
Blended Funds:
Vanguard Target Retirement Funds
- A series of asset allocation funds: Vanguard Institutional
Target Retirement Income Fund Institutional Shares, Vanguard
Institutional Target Retirement 2015 Fund, Vanguard Institutional
Target Retirement 2020 Fund, Vanguard Institutional Target
Retirement 2025 Fund, Vanguard Institutional Target Retirement 2030
Fund, Vanguard Institutional Target Retirement 2035 Fund, Vanguard
Institutional Target Retirement 2040 Fund, Vanguard Institutional
Target Retirement 2045 Fund, Vanguard Institutional Target
Retirement 2050 Fund, Vanguard Institutional Target Retirement 2055
Fund, Vanguard Institutional Target Retirement 2060 Fund, and
Vanguard Institutional Target Retirement 2065 Fund. The income fund
invests in other Vanguard mutual funds according to an asset
allocation strategy designed for investors currently in retirement.
The 11 target date funds are designed for investors who want a
simple approach to investing for retirement by investing in a
collection of other Vanguard mutual funds by targeting their
retirement dates.
International Funds:
Fidelity®
Diversified International K6 Fund
- Funds are invested primarily in common stock of companies located
outside the United States.
Vanguard Total International Stock Index Fund Institutional
Shares
- The fund employs an indexing investment approach designed to
track the performance of the FTSE Global All Cap ex US Index, a
float-adjusted market capitalization - weighted index designed to
measure equity market performance of companies located in developed
and emerging markets, excluding the United States.
Income Funds:
PIMCO Total Return Fund Institutional Class
- Fund invests at least 65% in a diversified portfolio of fixed
income instruments of varying maturities, which may be represented
by forwards or derivatives such as options, futures contracts, or
swap agreements. It may also invest in securities denominated in
foreign currencies.
Vanguard Total Bond Market Index Fund Institutional Shares
- The fund seeks the performance of Bloomberg Barclays U.S.
Aggregate Float Adjusted Index, which represents a wide spectrum of
public, investment-grade, taxable, fixed income securities in the
United States - including government, corporate, and international
dollar-denominated bonds, as well as mortgage-backed and
asset-backed securities, all with maturities of more than one
year.
Money Market Fund:
Government Money Market Portfolio
- Funds are invested in short-term obligations of the U.S.
government or its agencies.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
Collective Investment Trust:
Stable Value Fund:
Managed Income Portfolio II Class 2
- Fund invests in investment contracts offered by insurance
companies and other approved financial institutions as well as
fixed income securities, including U.S. Treasury and agency bonds,
corporate bonds, mortgage-backed securities, commercial
mortgage-backed securities, and asset-backed securities, bond funds
and money market funds. The selection of these contracts and
administration of this fund is directed by the fund's investment
manager.
Mid Cap Fund:
Wells Fargo Discovery CIT Class E2
- The fund invests in equity securities of small-and
mid-capitalization companies where the investment advisor believes
that growth is robust, sustainable, and not fully recognized by the
market. The fund may also invest in equity securities of foreign
issuers through ADRs and similar investments.
Note 4 - Fair Value Measurements
The Plan has categorized its assets that are recorded at fair
value, based on the priority of the inputs to the valuation
technique, into a three-level fair value hierarchy. The fair value
hierarchy gives the highest level to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1)
and the lowest level to unobservable inputs (Level 3). The
three levels of the fair value hierarchy are as
follows:
Level 1 - Inputs to the valuation methodology are unadjusted
quoted prices for identical assets or liabilities in active markets
that the Plan has the ability to access.
Level 2 - Inputs other than Level 1 that are observable, such
as quoted prices for similar assets or liabilities in active
markets; quoted prices for identical or similar assets or
liabilities in inactive markets; or other inputs that are
observable or can be corroborated by observable market data for
substantially the full term of the asset or liability.
Level 3 - Inputs based on prices or valuation techniques that
are both unobservable and significant to the overall fair value
measurement. These unobservable inputs reflect the Plan's own
assumptions about the assumptions a market participant would use in
pricing the asset or liability. There were no Level 3 assets held
as of December 31, 2021 and 2020.
If the inputs used to measure a financial asset or liability fall
within different levels of the fair value hierarchy, the
categorization is based on the lowest level input that is
significant to the fair value measurement.
Following is a description of the valuation methodologies used for
assets measured at fair value. There have been no changes in the
methodologies used at December 31, 2021 and 2020.
Common Stock:
Valued at the closing price reported on the active exchange or
market in which the individual asset is traded, and therefore,
presented as Level 1.
Mutual Funds:
Fair value of the mutual funds, excluding the money market fund
below, are based on net asset value ("NAV"), which are the funds'
readily determinable fair value. The NAV of these mutual funds are
quoted daily on an active market, and therefore, presented as Level
1.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
Money Market:
The Plan holds an investment in the Fidelity Government Money
Market Fund. Fair value of the money market fund is based on NAV,
which is the fund's readily determinable fair value. This
investment is categorized as a Level 2 in the fair value hierarchy
below. This portfolio represents a commingled fund with an
investment objective to seek a high level of current income with
the preservation of principal and liquidity. The fund normally
invests assets in U.S. government securities and repurchase
agreements for those securities.
Collective Investment Trust:
Wells Fargo Discovery CIT Class E2
The plan holds an investment in the Wells Fargo Discovery CIT Class
E2 Fund. The investment option is a collective investment trust.
The fund invests in equity securities of small-and
mid-capitalization companies. The Wells Fargo Discovery Fund is
classified within Level 2 of the valuation hierarchy
below.
Fidelity Managed Income Portfolio II Class 2 Fund
The plan holds an investment in the Fidelity Managed Income
Portfolio II Class 2 Fund ("MIP II Fund"), a collective investment
trust. The MIP II Fund is managed by the Fidelity Management Trust
Company. The MIP II Fund primarily invests in fixed income
securities, including U.S. Treasury and agency bonds, corporate
bonds, mortgage-backed securities, commercial mortgage-backed
securities, and asset-backed securities, bond funds and money
market funds. The MIP II Fund may invest in derivative instruments,
including futures contracts and swap agreements. Additionally, the
MIP II Fund enters into wrap contracts with third-party issuers,
such as financial institutions or insurance companies, normally
rated in the top three long-term rating categories (A- or the
equivalent and above). The wrap contracts are designed to allow the
portfolio to maintain a constant net asset value and to protect the
portfolio in extreme circumstances.
The MIP II Fund’s investment objective is to seek preservation of
capital while providing a competitive level of income over time and
to maintain a stable net asset value of $1 per unit. The beneficial
interest of each participant is represented by units. Distribution
to the trust’s unit holders is declared daily from the net
investment income and automatically reinvested in the trust on a
monthly basis, when paid. The contract value, or NAV, of the MIP II
Fund represents the readily determinable fair value. Certain events
may limit the ability to transact at contract value with the issuer
such as plan termination or bankruptcy but the occurrence of these
events is not considered probable. The MIP II fund is classified
within Level 2 of the valuation hierarchy below.
The following tables present the Plan's fair value hierarchy for
those financial assets measured at fair value on a recurring basis
in the Plan's statements of net assets available for benefits as of
December 31, 2021 and 2020. The Plan currently does not have
any nonfinancial assets, nonfinancial liabilities, financial
assets, or financial liabilities measured at fair value on a
nonrecurring basis.
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
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(in thousands) |
December 31, 2021 |
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Quoted prices in active markets for identical assets (Level
1) |
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Significant other observable inputs (Level 2) |
|
Significant unobservable inputs (Level 3) |
Common Stock |
$ |
81,054 |
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$ |
81,054 |
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$ |
— |
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$ |
— |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
Large Cap |
214,526 |
|
|
214,526 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid Cap |
42,221 |
|
|
42,221 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small Cap |
2,249 |
|
|
2,249 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blended |
198,243 |
|
|
198,243 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
35,081 |
|
|
35,081 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
39,222 |
|
|
39,222 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market Funds |
325 |
|
|
— |
|
|
325 |
|
|
— |
|
Collective Investment Trust: |
|
|
|
|
|
|
|
Stable Value |
64,518 |
|
|
— |
|
|
64,518 |
|
|
— |
|
Mid Cap |
17,991 |
|
|
— |
|
|
17,991 |
|
|
— |
|
Investment assets at fair value |
$ |
695,430 |
|
|
$ |
612,596 |
|
|
$ |
82,834 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
December 31, 2020 |
|
Quoted prices in active markets for identical assets (Level
1) |
|
Significant other observable inputs (Level 2) |
|
Significant unobservable inputs (Level 3) |
Common Stock |
$ |
148,860 |
|
|
$ |
148,860 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds: |
|
|
|
|
|
|
|
Large Cap |
183,226 |
|
|
183,226 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid Cap |
54,105 |
|
|
54,105 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small Cap |
8,389 |
|
|
8,389 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Blended |
153,384 |
|
|
153,384 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
33,018 |
|
|
33,018 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income |
51,524 |
|
|
51,524 |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collective Investment Trust |
69,568 |
|
|
— |
|
|
69,568 |
|
|
— |
|
|
|
|
|
|
|
|
|
Investment assets at fair value |
$ |
702,074 |
|
|
$ |
632,506 |
|
|
$ |
69,568 |
|
|
$ |
— |
|
Note 5 - Tax Status
The Internal Revenue Service ("IRS") has determined and informed
the Company by letter dated December 23, 2015 that the Plan and
related trust are designed in accordance with applicable sections
of the Internal Revenue Code ("IRC"). Although the Plan has been
amended since receiving the determination letter, the Plan
administrator and the Plan's tax and ERISA counsel believe that the
Plan is designed and is currently being operated in compliance with
the applicable provisions of the IRC, and therefore, believe that
the Plan is qualified and the related trust is
tax-exempt.
In accordance with U.S. GAAP, plan management analyzed the tax
positions taken by the Plan and concluded that as of
December 31, 2021, there are no uncertain positions taken or
expected to be taken that would require recognition of a liability
(or asset) or disclosure in the financial statements. The Plan is
subject to routine audits by
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2021 and 2020
taxing jurisdictions; however, there are currently no audits for
any tax periods in progress. The Plan administrator believes the
Plan is no longer subject to income tax examinations for years
prior to 2018.
Note 6 - Related-Party Transactions
Certain plan investments are managed by Fidelity Management Trust
Company. Fidelity Management Trust Company is the Trustee as
defined by the Plan, and therefore, these transactions qualify as
party-in-interest transactions. Fees paid by the Plan for
investment management and certain administrative services amounted
to approximately $487,000 and $492,000 for the years ended
December 31, 2021 and 2020, respectively.
Note 7 - Subsequent Events
Management evaluated subsequent events for the Plan through June
22, 2022, the date the financial statements were available to be
issued. Such evaluation resulted in no adjustments to the
accompanying financial statements.
As previously disclosed in FMC Corporation's Form 8-K filing on
January 31, 2022, there was a blackout period in which Affected
Participants, as defined below, and their beneficiaries temporarily
were unable to obtain a loan or distribution or direct or diversify
their Plan investments in the FMC Stock Fund under the Plan. In
order to promote diversification and reduce risk for former
employees whose holdings in the FMC Stock Fund exceeded 20% of
their account balance as of March 4, 2022 ("Affected
Participants"), the Plan administrator liquidated a portion of the
Affected Participant’s FMC Stock Fund holdings to reduce such
holdings to not more than 20% of the Affected Participant’s total
Plan account balance. The proceeds of the sale were invested in the
investment option designated by the Plan Administrator as the
qualified default investment alternative. Affected Participants had
the opportunity to reduce their FMC Stock Fund holdings in their
Plan accounts to below the 20% cap before the deadline through
voluntary self-directed transactions under the Plan. The blackout
period began at 4:00 p.m. Eastern time on March 7, 2022 and ended
during the week of March 13, 2022 (the "Blackout
Period").
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of
Year)
December 31, 2021
(In thousands, except shares)
|
|
|
|
|
|
|
|
|
Identity of issuer, borrower, lessor, or similar party |
Description of investment, including maturity date, rate of
interest, collateral, par, or maturity value |
Current Value |
FMC Stock* |
FMC Corporation Common Stock, 737,552 shares (the cost basis of the
FMC Stock at December 31, 2021 totaled $19,643) |
$ |
81,054 |
|
|
|
|
Fidelity Blue Chip Growth K6 Fund* |
Domestic Equity Mutual Fund |
80,930 |
|
Vanguard Total Bond Market Index Fund Institutional
Shares |
Bond Mutual Fund |
16,143 |
|
Vanguard Institutional Target Retirement 2015 Fund Institutional
Shares |
Target Date Mutual Fund |
6,982 |
|
Vanguard Institutional Target Retirement 2020 Fund Institutional
Shares |
Target Date Mutual Fund |
31,797 |
|
Vanguard Institutional Target Retirement 2025 Fund Institutional
Shares |
Target Date Mutual Fund |
29,599 |
|
Vanguard Institutional Target Retirement 2030 Fund Institutional
Shares |
Target Date Mutual Fund |
32,127 |
|
Vanguard Institutional Target Retirement 2035 Fund Institutional
Shares |
Target Date Mutual Fund |
22,284 |
|
Vanguard Institutional Target Retirement 2040 Fund Institutional
Shares |
Target Date Mutual Fund |
26,430 |
|
Vanguard Institutional Target Retirement 2045 Fund Institutional
Shares |
Target Date Mutual Fund |
14,545 |
|
Vanguard Institutional Target Retirement 2050 Fund Institutional
Shares |
Target Date Mutual Fund |
15,042 |
|
Vanguard Institutional Target Retirement 2055 Fund Institutional
Shares |
Target Date Mutual Fund |
6,987 |
|
Vanguard Institutional Target Retirement 2060 Fund Institutional
Shares |
Target Date Mutual Fund |
2,847 |
|
Vanguard Institutional Target Retirement 2065 Fund Institutional
Shares |
Target Date Mutual Fund |
723 |
|
Vanguard Institutional Target Retirement Income Fund Institutional
Shares |
Target Date Mutual Fund |
8,880 |
|
Fidelity Low-Priced Stock K6 Fund* |
Equity Mutual Fund |
21,194 |
|
Vanguard Extended Market Index Fund Institutional
Shares |
Domestic Equity Mutual Fund |
21,027 |
|
T. Rowe Price Funds - US Large Cap Value Fund Institutional
Class
|
Domestic Equity Mutual Fund |
9,430 |
|
Managed Income Portfolio II Class 2* |
Stable Value Collective Investment Fund |
64,518 |
|
Fidelity Government Money Market Fund* |
Money Market Mutual Fund |
325 |
|
Vanguard Institutional Index Fund Institutional "Plus" Shares
(S&P 500 Index Fund) |
Domestic Equity Mutual Fund |
124,166 |
|
Wells Fargo Discovery E |
Domestic Equity Collective Investment Fund |
17,991 |
|
Fidelity Diversified International K6 Fund* |
International Equity Mutual Fund |
18,661 |
|
Cardinal Small Cap Value Fund Institutional Class |
Domestic Equity Mutual Fund |
812 |
|
PIMCO Total Return Fund Institutional Class |
Bond Mutual Fund |
23,079 |
|
Harbor Small Cap Growth Retirement
|
Domestic Equity Mutual Fund |
1,437 |
|
Vanguard Total International Stock Index Fund Institutional
Shares |
International Equity Mutual Fund |
16,420 |
|
Total Investments at Fair Value |
|
$ |
695,430 |
|
Notes receivables from participants*
(1)
|
Varying rates of interest, ranging from 3.25% to 8.25%, maturing
2022 to 2041
|
2,814 |
|
Total assets |
|
$ |
698,244 |
|
|
|
|
* Represents a party-in-interest to the Plan. |
|
|
(1) Current value represents unpaid principal balance plus any
accrued but unpaid interest. |
|
|
Signature
The Plan
Pursuant to the requirements of the Securities Exchange Act of
1934, FMC Corporation, as plan administrator, has duly caused this
annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
|
|
FMC CORPORATION
(Registrant) |
|
|
|
|
|
By: |
/s/ ANDREW D. SANDIFER
|
|
|
Andrew D. Sandifer
Executive Vice President and Chief Financial Officer |
Date: June 22, 2022
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
Exhibit No. |
|
Exhibit Description |
|
|
|
23.1 |
|
|
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