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)
| X | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 | ||||
(No Fee Required)
For the fiscal year ended December 31, 2023
OR
| 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
| Page | |||||
| Financial Statements: | |||||
| Supplemental Schedule: | |||||
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Plan Participants and Plan Administrator
FMC Corporation Savings and Investment Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the FMC Corporation Savings and Investment Plan (the Plan) as of December 31, 2023 and 2022, the related statements of changes in net assets available for benefits for the years ended December 31, 2023 and 2022, and the related notes and schedule (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, 2023 and 2022, and the changes in net assets available for benefits for the years ended December 31, 2023 and 2022, 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 audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2023 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 20, 2024
3
| FMC CORPORATION | |||||||||||
| SAVINGS AND INVESTMENT PLAN | |||||||||||
| Statements of Net Assets Available for Benefits | |||||||||||
December 31, 2023 and 2022 | |||||||||||
| (in thousands) | |||||||||||
| 2023 | 2022 | ||||||||||
| Assets: | |||||||||||
| Investments at fair value | $ | 621,338 | $ | 561,741 | |||||||
| Receivables: | |||||||||||
| Contributions receivable | 9,543 | 8,592 | |||||||||
| Notes receivable from participants | 3,466 | 2,938 | |||||||||
| Net assets available for benefits | $ | 634,347 | $ | 573,271 | |||||||
See accompanying Notes to Financial Statements.
4
| FMC CORPORATION | |||||||||||
| SAVINGS AND INVESTMENT PLAN | |||||||||||
| Statements of Changes in Net Assets Available for Benefits | |||||||||||
Years Ended December 31, 2023 and 2022 | |||||||||||
| (in thousands) | |||||||||||
| 2023 | 2022 | ||||||||||
| Additions: | |||||||||||
| Interest and dividend income | $ | 10,075 | $ | 17,888 | |||||||
| Net appreciation in fair value of investments | 65,282 | — | |||||||||
| Contributions: | |||||||||||
| Participants | 21,132 | 19,364 | |||||||||
| Rollovers | 2,235 | 3,818 | |||||||||
| Employer | 17,324 | 15,522 | |||||||||
| Total additions | $ | 116,048 | $ | 56,592 | |||||||
| Deductions: | |||||||||||
| Net depreciation in fair value of investments | $ | — | $ | 118,354 | |||||||
| Benefits paid to participants | 54,552 | 70,096 | |||||||||
| Administrative expenses | 420 | 590 | |||||||||
| Total deductions | $ | 54,972 | $ | 189,040 | |||||||
| Net increase (decrease) | $ | 61,076 | $ | (132,448) | |||||||
| Net assets available for benefits, beginning of year | 573,271 | 705,719 | |||||||||
| Net assets available for benefits, end of year | $ | 634,347 | $ | 573,271 | |||||||
See accompanying Notes to Financial Statements.
5
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2023 and 2022
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.
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 2023 of $22,500. 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 $7,500. Participants may also elect to make traditional after-tax contributions (all contributions not to exceed 50% of the total compensation in aggregate).
Employees 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 2023 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 $66,000.
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 $22,500 402(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 $9,543,323 and $8,951,805 for the years ended December 31, 2023 and 2022, 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.
Effective March 1, 2017, the FMC Stock Fund was closed to new contributions and participants’ investment in the FMC Stock Fund was limited to no more than 20% of their total Plan account balance (subject to certain grandfathering rules). In 2022, in order to promote diversification and reduce risk for former employees whose holdings in the FMC Stock Fund exceeded 20% of their account balance ("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.
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.
6
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
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
All matching contributions, core contributions, and any related earnings are immediately vested 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 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, 2023, the interest rates on the participant loans ranged from 3.25% to 8.50%.
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 2023, there were no Forfeitures reducing employer matching contributions. In 2022, Forfeitures reduced employer matching contributions by $200,000. Plan expenses of $134,763 and $247,860 were also paid from Forfeitures in 2023 and 2022, respectively. Forfeitures available to reduce future employer matching contributions and pay future plan expenses were $130,601 at December 31, 2023 and $231,351 at December 31, 2022.
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.
7
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
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.
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 Investments
The objectives of the primary investments in which participants were invested in during 2023 are described below.
Common Stock:
FMC Stock - Funds are invested in the common stock of the Company.
Mutual Funds:
Large Cap Funds:
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 - The fund is heavily invested in stocks considered to be undervalued by the fund manager, which can lead to investment in small and medium-sized companies. The fund invests primarily in low-priced common stocks, which are defined as those priced at or below $35 per share or with an earnings yield at or above the median for the Russell 2000 Index.
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.
8
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
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 real estate investment trusts.
International Funds:
Fidelity® Diversified International K6 Fund - The fund invests primarily in non- U.S. securities and allocates investments across different countries and regions. It uses fundamental analysis of factors such as each issuer's financial condition and industry position, as well as market and economic conditions, to select investments.
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 - The 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 to track the performance of Bloomberg 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. All of the fund's investments are selected through the sampling process, and at least 80% of its assets are invested in bonds held in the index.
Money Market Fund:
Government Money Market Fund - The fund is invested in short-term obligations of the U.S. government or its agencies.
Collective Investment Trusts:
Large Cap:
Fidelity Blue Chip Growth Commingled Pool Class A - The portfolio normally invests at least 80% of assets in blue chip companies (companies whose stock is included in the S&P 500 Index or the Dow Jones Industrial Average, and companies with market capitalizations of at least $1 billion if not included in either index). This generally includes a broad list of equity issues across several market categories, and includes foreign and domestic issuers.
Mid Cap:
AllSpring Discovery SMID Cap Growth CIT E2 - The portfolio 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 portfolio may also invest in equity securities of foreign issuers through American depositary receipts and similar investments.
Target Date:
Vanguard Target Retirement Trusts - A series of asset allocation funds: Vanguard Target Retirement Income Trust II, Vanguard Target Retirement Income and Growth Trust II, Vanguard Target Retirement 2020 Trust II, Vanguard Target Retirement 2025 Trust II, Vanguard Target Retirement 2030 Trust II, Vanguard Target Retirement 2035 Trust II, Vanguard Target Retirement 2040 Trust II, Vanguard Target Retirement 2045 Trust II, Vanguard Target Retirement 2050 Trust II, Vanguard Target Retirement 2055 Trust II, Vanguard Target Retirement 2060 Trust II, Vanguard Target Retirement 2065 Trust II and Vanguard Target Retirement 2070 Trust II. The income fund invests in other Vanguard mutual funds according to an asset allocation strategy designed for investors currently in retirement. The 13 target date trusts 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.
9
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
Stable Value:
Managed Income Portfolio II Class 2 - The portfolio invests in benefit-responsive investment contracts issued by insurance companies and other financial institutions ("Contracts"), fixed income securities, and money market funds. Under the terms of the Contracts, the assets of the fund are invested in fixed income securities (which may include, but are not limited to, U.S. Treasury and agency bonds, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, and collective investment vehicles and shares of investment companies that invest primarily in fixed income securities) and shares of money market funds.
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, 2023 and 2022.
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, 2023 as compared to December 31, 2022.
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.
Money Market Fund:
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 Trusts:
Fidelity Blue Chip Growth Commingled Pool Class A
The portfolio's investment philosophy is to capitalize on the strength of Fidelity's internal research by selecting stocks of well-known and established companies that the portfolio manager believes have above-average growth potential. The portfolio normally invests at least 80% of assets in blue chip companies (companies whose stock is included in the S&P 500 Index or the Dow Jones Industrial Average, and companies with market capitalization of at least $1 billion if not included in either index). This generally includes a broad list of equity issues across several market categories, and includes foreign and domestic issuers. The trust is classified within Level 2 of the valuation hierarchy below.
10
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
AllSpring Discovery SMID Cap Growth CIT E2
The trust 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 investment option is a collective investment trust. It is managed by SEI Trust Company. The trust is classified within Level 2 of the valuation hierarchy below.
Vanguard Target Date Trusts:
The target date trusts are designed for investors expecting to retire around the year indicated in each trust name. The trusts are managed to gradually become more conservative over time as they approach their target date. The investment risk of each target date trust changes over time as its asset allocation changes. They are subject to the volatility of the financial markets, including that of equity and fixed income investments in the U.S. and abroad, and may be subject to risks associated with investing in small-cap, and foreign securities. The target date trusts are classified within Level 2 of the valuation hierarchy below.
Fidelity Managed Income Portfolio II Class 2
The plan holds an investment in the Fidelity Managed Income Portfolio II Class 2 Portfolio ("MIP II Portfolio"), a collective investment trust. The MIP II Portfolio is managed by the Fidelity Management Trust Company. The MIP II Portfolio 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 Portfolio may invest in derivative instruments, including futures contracts and swap agreements. Additionally, the MIP II Portfolio 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 Portfolio'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 Portfolio 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 Portfolio is classified within Level 2 of the valuation hierarchy below.
11
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
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, 2023 and 2022. The Plan currently does not have any nonfinancial assets, nonfinancial liabilities, financial assets, or financial liabilities measured at fair value on a nonrecurring basis.
| (in thousands) | December 31, 2023 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
| Common Stock | $ | 25,561 | $ | 25,561 | $ | — | $ | — | |||||||||||||||
| Mutual Funds: | |||||||||||||||||||||||
| Large Cap | 128,363 | 128,363 | — | — | |||||||||||||||||||
| Mid Cap | 42,567 | 42,567 | — | — | |||||||||||||||||||
| Small Cap | 1,991 | 1,991 | — | — | |||||||||||||||||||
| International | 31,120 | 31,120 | — | — | |||||||||||||||||||
| Income | 34,584 | 34,584 | — | — | |||||||||||||||||||
| Money Market Fund | 131 | — | 131 | — | |||||||||||||||||||
| Collective Investment Trusts: | |||||||||||||||||||||||
| Large Cap | 69,285 | — | 69,285 | — | |||||||||||||||||||
| Mid Cap | 10,510 | — | 10,510 | — | |||||||||||||||||||
| Target Date | 225,391 | — | 225,391 | — | |||||||||||||||||||
| Stable Value | 51,835 | — | 51,835 | — | |||||||||||||||||||
| Investment assets at fair value | $ | 621,338 | $ | 264,186 | $ | 357,152 | $ | — | |||||||||||||||
| (in thousands) | December 31, 2022 | Quoted prices in active markets for identical assets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||||||||
| Common Stock | $ | 51,335 | $ | 51,335 | $ | — | $ | — | |||||||||||||||
| Mutual Funds: | |||||||||||||||||||||||
| Large Cap | 109,126 | 109,126 | — | — | |||||||||||||||||||
| Mid Cap | 31,714 | 31,714 | — | — | |||||||||||||||||||
| Small Cap | 2,741 | 2,741 | — | — | |||||||||||||||||||
| International | 26,330 | 26,330 | — | — | |||||||||||||||||||
| Income | 31,844 | 31,844 | — | — | |||||||||||||||||||
| Money Market Fund | 231 | — | 231 | — | |||||||||||||||||||
| Collective Investment Trusts: | |||||||||||||||||||||||
| Large Cap | 43,848 | — | 43,848 | — | |||||||||||||||||||
| Mid Cap | 11,082 | — | 11,082 | — | |||||||||||||||||||
| Target Date | 189,525 | — | 189,525 | — | |||||||||||||||||||
| Stable Value | 63,965 | — | 63,965 | — | |||||||||||||||||||
| Investment assets at fair value | $ | 561,741 | $ | 253,090 | $ | 308,651 | $ | — | |||||||||||||||
12
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements—(Continued)
December 31, 2023 and 2022
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, 2023, 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 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 2020.
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 $420,000 and $590,000 or the years ended December 31, 2023 and 2022, respectively.
Note 7 - Subsequent Events
Management evaluated subsequent events for the Plan through June 20, 2024, the date the financial statements were available to be issued. Such evaluation resulted in no adjustments to the accompanying financial statements.
13
FMC CORPORATION
SAVINGS AND INVESTMENT PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2023
(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, 405,349 shares (the cost basis of the FMC Stock at December 31, 2023 totaled $13,490) | $ | 25,561 | |||||
| Fidelity Blue Chip Growth Commingled Pool Class A* | Large Cap Collective Investment Trust | 69,285 | ||||||
| Vanguard Target Retirement Income Trust II | Target Date Collective Investment Trust | 19,297 | ||||||
| Vanguard Target Retirement Income and Growth Trust II | Target Date Collective Investment Trust | 96 | ||||||
| Vanguard Target Retirement 2020 Trust II | Target Date Collective Investment Trust | 26,131 | ||||||
| Vanguard Target Retirement 2025 Trust II | Target Date Collective Investment Trust | 29,465 | ||||||
| Vanguard Target Retirement 2030 Trust II | Target Date Collective Investment Trust | 35,356 | ||||||
| Vanguard Target Retirement 2035 Trust II | Target Date Collective Investment Trust | 28,324 | ||||||
| Vanguard Target Retirement 2040 Trust II | Target Date Collective Investment Trust | 32,061 | ||||||
| Vanguard Target Retirement 2045 Trust II | Target Date Collective Investment Trust | 17,388 | ||||||
| Vanguard Target Retirement 2050 Trust II | Target Date Collective Investment Trust | 19,453 | ||||||
| Vanguard Target Retirement 2055 Trust II | Target Date Collective Investment Trust | 11,030 | ||||||
| Vanguard Target Retirement 2060 Trust II | Target Date Collective Investment Trust | 5,401 | ||||||
| Vanguard Target Retirement 2065 Trust II | Target Date Collective Investment Trust | 1,311 | ||||||
| Vanguard Target Retirement 2070 Trust II | Target Date Collective Investment Trust | 78 | ||||||
| Vanguard Total Bond Market Index Fund Institutional Shares | Bond Mutual Fund | 19,073 | ||||||
| Fidelity Low-Priced Stock K6 Fund* | Equity Mutual Fund | 21,723 | ||||||
| Vanguard Extended Market Index Fund Institutional Shares | Domestic Equity Mutual Fund | 20,845 | ||||||
| T. Rowe Price Funds - US Large Cap Value Fund Institutional Class | Domestic Equity Mutual Fund | 9,047 | ||||||
| Managed Income Portfolio II Class 2* | Stable Value Collective Investment Trust | 51,835 | ||||||
| Fidelity Government Money Market Fund* | Money Market Fund | 131 | ||||||
| Vanguard Institutional Index Fund Institutional "Plus" Shares (S&P 500 Index Fund) | Domestic Equity Mutual Fund | 119,316 | ||||||
| AllSpring Discovery SMID Cap Growth CIT E2 | Domestic Equity Collective Investment Trust | 10,510 | ||||||
| Fidelity Diversified International K6 Fund* | International Equity Mutual Fund | 14,962 | ||||||
| Cardinal Small Cap Value Fund Institutional Class | Domestic Equity Mutual Fund | 780 | ||||||
| PIMCO Total Return Fund Institutional Class | Bond Mutual Fund | 15,511 | ||||||
Harbor Small Cap Growth Retirement | Domestic Equity Mutual Fund | 1,211 | ||||||
| Vanguard Total International Stock Index Fund Institutional Shares | International Equity Mutual Fund | 16,157 | ||||||
| Total Investments at Fair Value | $ | 621,338 | ||||||
Notes receivables from participants* (1) | Varying rates of interest, ranging from 3.25% to 8.50%, maturing 2024 to 2043 | 3,466 | ||||||
| Total assets | $ | 624,804 | ||||||
| * Represents a party-in-interest to the Plan. | ||||||||
| (1) Current value represents unpaid principal balance plus any accrued but unpaid interest. | ||||||||
14
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 20, 2024
15
EXHIBIT INDEX
| Exhibit No. | Exhibit Description | |||||||
| 23.1 | ||||||||
16