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What changed in FMC CORP's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of FMC CORP's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+390 added−406 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-27)

Top changes in FMC CORP's 2024 10-K

390 paragraphs added · 406 removed · 253 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe have a growth strategy driven by obtaining new and improved uses for existing product lines and acquiring, accessing, developing, marketing, distributing and/or selling complementary chemistries, biologicals, and related technologies in order to strengthen our product portfolio and our capabilities to effectively service our target markets and customers. 6 Table of Contents Our growth efforts focus on developing environmentally compatible and sustainable solutions that can effectively increase farmers’ yields and provide alternatives to products which may be prone to resistance.
Biggest changeWe continue to take advantage of enhanced market access positions and an expanded portfolio to deliver near-term growth. 6 Table of Contents We have a growth strategy driven by obtaining new and improved uses for existing product lines and developing, acquiring, accessing, marketing, distributing and/or selling complementary chemistries, biologicals, and related technologies to strengthen our product portfolio and our capabilities to effectively service our target markets and customers.
This level of performance underscores our collective commitment to work safely every day. We empower our people to always put safety first at work and at home. Sustainability We are committed to delivering products that improve agricultural productivity protecting the environment for future generations.
This level of performance underscores our collective commitment to work safely every day. We empower our people to always put safety first at work and at home. Sustainability We are committed to delivering products that improve agricultural productivity while protecting the environment for future generations.
Our venture capital arm, FMC Ventures, continued to build its portfolio in 2023 with new collaborations and strategic investments in start-ups and early stage companies working on new or disruptive technologies. These engagements, which support or augment our internal capabilities, span several important technology segments, including robotics, drone technology, Ag-FinTech, pathogen detection, soil health, peptides and pheromones.
Our venture capital arm, FMC Ventures, continued to build its portfolio in 2024 with new collaborations and strategic investments in start-ups and early-stage companies working on new or disruptive technologies. These engagements, which support or augment our internal capabilities, span several important technology segments, including robotics, drone technology, Ag-FinTech, pathogen detection, soil health, peptides and pheromones.
The agrochemicals industry is more consolidated following several mergers of the leading crop protection companies, which now include FMC, ChemChina (owner of Syngenta Group, which includes the former Syngenta and Adama), Bayer AG (acquired Monsanto in 2018), BASF AG and Corteva Agriscience. These five innovation companies currently represent approximately 73 percent of the crop protection industry’s global sales.
The agrochemicals industry is more consolidated following several mergers of the leading crop protection companies, which now include FMC, ChemChina (owner of Syngenta Group, which includes the former Syngenta and Adama), Bayer AG (acquired Monsanto in 2018), BASF AG and Corteva Agriscience. These five innovation companies currently represent approximately 72 percent of the crop protection industry’s global sales.
Patents involve complex factual and legal issues and thus each case is being litigated on the merits; we often seek preliminary injunctive relief to stop sales of products which we believe to be infringing – since equitable relief at the early stage of a litigation is subject to a higher standard of proof than decisions made after a trial on the merits, we may have 9 Table of Contents difficulty prevailing in all cases at that preliminary stage, and in a number of cases in India and China, we have not obtained that requested relief, allowing products to be launched while the underlying cases on the merits continue.
Patents involve complex factual and legal issues and thus each case is being litigated on the merits; we often seek preliminary injunctive relief to stop sales of products which we believe to be infringing – since equitable relief at the early stage of a litigation is subject to a higher standard of proof than decisions made after a trial on the merits, we may have difficulty prevailing in all cases at that preliminary stage, and in a number of cases in India and China, we have not obtained that requested relief, allowing products to be launched while the underlying cases on the merits continue.
While we believe that the invalidity or loss of any particular patent, trademark or license after appeal would be an unlikely possibility, our patent and trademark estate related to our diamide insect control products based on Rynaxypyr ® and Cyazypyr ® active ingredients in the aggregate are of material importance to our operations.
While we believe that the invalidity or loss of any particular patent, trademark or licenses after appeal would be an unlikely possibility, our patent and trademark estate related to our diamide insect control products based on Rynaxypyr® and Cyazypyr® active ingredients in the aggregate are of material importance to our operations.
We are committed to a 42% reduction in Scopes 1 and 2, and 25% reduction in Scope 3 by 2030, with a net-zero target across the value chain by 2035. FMC continues to make progress towards achieving our 2025 and 2035 environmental goals and our progress is reported annually in our sustainability report.
We are targeting a 42% reduction in Scopes 1 and 2, and 25% reduction in Scope 3 by 2030, with a net-zero target across the value chain by 2035. FMC continues to make progress towards achieving our 2025 and 2035 environmental goals and our progress is reported annually in our sustainability report.
As a result of our firm commitment to safety, our Total Recordable Incident Rate of 0.0547 continues to be among the lowest in the industry globally and in the top decile of peer companies in North America, placing our company among the safest organizations in the chemical industry.
As a result of our firm commitment to safety, our Total Recordable Incident Rate of 0.0995 continues to be among the lowest in the industry globally and in the top decile of peer companies in North America, placing our Company among the safest organizations in the chemical industry.
Since 2022, continuing through 2023 and into 2024, we initiated proceedings to enforce several of our patents and trademarks against generic producers and infringers, resulting in multiple favorable judgments and settlements in several countries, including in the United States, India, and China.
Since 2022, continuing through 2024, we initiated proceedings to enforce several of our patents and trademarks against generic producers and infringers, resulting in multiple favorable judgments and settlements in several countries, including in the United States, India, and China.
Patent challenges in response to enforcement efforts is expected as an ordinary defense tactic in patent enforcement cases, and have been raised in several of our enforcement cases to date; we intend to defend vigorously any diamide patents that are challenged.
Patent challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases and have been raised in several of our enforcement cases to date; we intend to defend vigorously any patents that are challenged.
In 2023, HHPs accounted for approximately 0.1 percent of our total sales. This reduction of HHPs in our portfolio can be attributed to our internal processes which include continuous evaluation, close monitoring and subsequent phase out along with strong stewardship actions. SEC Filings SEC filings are available free of charge on our website, www.fmc.com.
In 2024, HHPs accounted for approximately 0.1 percent of our total sales. This reduction of HHPs in our portfolio can be attributed to our internal processes which include continuous evaluation, close monitoring and subsequent phase out along with strong stewardship actions. 12 Table of Contents SEC Filings SEC filings are available free of charge on our website, www.fmc.com.
The first of these Rynaxypyr® active containing products, under the trademarks Elevest ® , Vantacor ® , and Altacor ® eVo, were launched in the US and other countries, including Canada and Australia, starting in late 2020 through 2023 and will be launched in additional countries in 2024 onward.
The first of these Rynaxypyr® active containing products, under the trademarks Elevest®, Vantacor®, and Altacor® eVo, were launched in the US and other countries, including Canada and Australia, starting in late 2020 and will be launched in additional countries in 2025 onward.
FMC is committed to the Science Based Target initiative ("SBTi"), Net-Zero Standard, in line with keeping the global temperature at 1.5°C above pre-industrial time and is in alignment with the Paris Agreement. FMC received validation on its near-term and net-zero targets in March of 2023.
FMC has worked with to the Science Based Target initiative ("SBTi"), Net-Zero Standard, in line with keeping the global temperature at 1.5°C above pre-industrial time in alignment with the Paris Agreement. FMC received validation on its near-term and net-zero targets in March 2023.
Our 2035 goals include: 100 percent implementation of sustainable water practices, 100 percent waste to beneficial reuse, and net-zero greenhouse gas (“GHG”) emissions across the value chain (Scopes 1, 2 and 3).
Our 2035 goals, include: 100 percent implementation of sustainable water practices at all operating sites, 100 percent waste to beneficial reuse, and net-zero greenhouse gas (“GHG”) emissions across the value chain (Scopes 1, 2 and 3).
Industry Overview The three principal categories of agricultural and non-crop chemicals are: herbicides, insecticides, and fungicides, representing approximately 42 percent, 29 percent and 26 percent of global agricultural crop protection market value, respectively.
Industry Overview The three principal categories of agricultural and non-crop chemicals are: herbicides, insecticides, and fungicides, representing approximately 41 percent, 29 percent and 27 percent of global agricultural crop protection market value, respectively.
Under Chinese law, the patents remain valid but are not enforceable pending appeal. As of the date of this Form 10-K, we are awaiting a decision from the Beijing IP Court.
Under Chinese law, the patents remain valid but are not enforceable pending appeal. As of the date of this Form 10-K, we are awaiting a decision from the People’s Supreme Court of China.
Unlike patents, ownership rights in trademarks can be continued indefinitely so long as the trademarks are properly used and renewal fees are paid. We actively monitor and manage our patents and trademarks to maintain our rights in these assets and we strategically take aggressive action when we believe our intellectual property rights are being infringed.
Unlike patents, ownership rights in trademarks can be continued indefinitely so long as the trademarks are properly used, and renewal fees are paid. 9 Table of Contents We actively monitor and manage our patents and trademarks to maintain our rights in these assets and we strategically act when we believe our intellectual property rights are being infringed.
Patents are granted by individual jurisdictions and the duration of our patents depends on their respective jurisdictions and payment of annuities. As of December 31, 2023, the Company owned a total of approximately 200 active granted U.S. patents and 2,800 active granted foreign patents (includes Supplemental Patent Certificates); we also have approximately 2,300 patent applications pending globally.
Patents are granted by individual jurisdictions and the duration of our patents depends on their respective jurisdictions and payment of annuities. As of December 31, 2024, the Company owned a total of approximately 170 active granted U.S. patents and 2,531 active granted foreign patents (includes Supplemental Patent Certificates); we also have approximately 1,863 patent applications pending globally.
We continue to deploy a multi-pronged strategy to defend that business after active ingredient patent expiration, including enforcement of our patents in many countries which continue to cover chemical intermediates and manufacturing processes that are essential in the production of chlorantraniliprole.
Generic competitors have, in some countries, registered and launched generic versions of our Rynaxypyr® -based products. We continue to deploy a multi-pronged strategy to defend that business after active ingredient patent expiration, including enforcement of our patents in many countries which continue to cover chemical intermediates and manufacturing processes that are essential in the production of chlorantraniliprole.
Employees We employ approximately 6,600 people, which is split across our major geographical regions with 24 percent in North America, 12 percent in Latin America, 24 percent in Europe, Middle East & Africa, and 40 percent in Asia as of December 31, 2023.
Employees We employ approximately 5,700 people, which is split across our major geographical regions with 21 percent in North America, 12 percent in Latin America, 26 percent in Europe, Middle East & Africa, and 41 percent in Asia as of December 31, 2024.
Research and Development Expense The R&D efforts in our business focus on discovering and developing environmentally sound solutions — both new active ingredients and new product formulations — that meet the needs of farmers to maximize yields and control pests. We are continuously investing into our FMC Stine Research Center in Newark, Delaware, to upgrade the site infrastructure and equipment.
Research and Development Expense The R&D efforts in our business focus on discovering and developing environmentally sound solutions — both new active ingredients and new product formulations — that meet the needs of farmers to maximize yields and control pests.
Our 2025 goals include: 100 percent research and development spend on sustainable products, a total recordable incident rate of less than 0.1, and a score of 100 on the Community Engagement Index.
To reflect this commitment, we have established 2025 and 2035 sustainability goals. Our 2025 goals include: 100 percent research and development spend on sustainably advantaged products, a total recordable incident rate of less than 0.1, and a score of 100 on the Community Engagement Index.
Acquisitions and Divestitures We continued to make investments through FMC Ventures, our venture capital arm targeting strategic investments in start-ups and early-stage companies that are developing and applying emerging technologies in the agricultural industry. 4 Table of Contents Financial Information About Our Business (Financial Information in Millions) The following table shows the principal products produced by our business, its raw materials and uses: Product Raw Materials Uses Insecticides Synthetic chemical intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and for non-agricultural applications including pest control for home, garden and other specialty markets Herbicides Synthetic chemical intermediates Protection of crops, including cotton, sugarcane, rice, corn, soybeans, cereals, fruits and vegetables from weed growth and for non-agricultural applications including turf and roadsides Fungicides Synthetic chemical intermediates Protection of crops, including cereals, fruits and vegetables from fungal disease Plant Health Biological intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and diseases and enhancement of yields The following charts detail our sales by major geographic region and major product category.
The GSS business did not qualify for discontinued operations during 2024. 4 Table of Contents Financial Information About Our Business (Financial Information in Millions) The following table shows the principal products produced by our business, its raw materials and uses: Product Raw Materials Uses Insecticides Synthetic chemical intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and for non-agricultural applications including pest control for home, garden and other specialty markets Herbicides Synthetic chemical intermediates Protection of crops, including cotton, sugarcane, rice, corn, soybeans, cereals, fruits and vegetables from weed growth and for non-agricultural applications including turf and roadsides Fungicides Synthetic chemical intermediates Protection of crops, including cereals, fruits and vegetables from fungal disease Plant Health Biological intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and diseases and enhancement of yields The following charts detail our sales by major geographic region and major product category.
We also in-license certain active ingredients and other technologies under patents held by third parties, and have granted licenses to certain of our patents to third parties. 8 Table of Contents Our patents cover many aspects of our business, including our chemical and biological active ingredients, intermediate chemicals, manufacturing processes to produce such active ingredients or intermediates, formulations, and product uses, as well as many aspects of our research and development activities that support the FMC new product pipeline.
Our patents cover many aspects of our business, including our chemical and biological active ingredients, intermediate chemicals, manufacturing processes to produce such active ingredients or intermediates, formulations, and product uses, as well as many aspects of our research and development activities that support the FMC new product pipeline.
Environmental Laws and Regulations A discussion of environmental related factors can be found in Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and in Note 11 "Environmental Obligations" in the notes to our consolidated financial statements included in this Form 10-K. 10 Table of Contents Human Capital At FMC, employees are guided by our purpose: Innovation for agriculture; Solutions for the planet .
Environmental Laws and Regulations A discussion of environmental related factors can be found in Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and in Note 10 "Environmental Obligations" in the notes to our consolidated financial statements included in this Form 10-K.
We provide farmers innovative solutions that increase the productivity and resilience of their land. From our industry-leading discovery pipeline to novel biologicals and precision technologies, we are passionate about the power of science to solve agriculture's biggest challenges. Our employees’ belief in this purpose and commitment to our core values are key to the company’s success.
Human Capital At FMC, employees are guided by our purpose: Innovation for agriculture; Solutions for the planet . We provide farmers innovative solutions that increase the productivity and resilience of their land. From our industry-leading discovery pipeline to novel biologicals and precision technologies, we are passionate about the power of science to solve agriculture's biggest challenges.
Several products from our portfolio are based on patent-protected active ingredients and position us to grow well above market patterns. Our complementary technologies combine improved formulation capabilities and a broader innovation pipeline, resulting in new and differentiated products. We continue to take advantage of enhanced market access positions and an expanded portfolio to deliver near-term growth.
Several products from our portfolio are based on proprietary active ingredients with a range of intellectual property protections which should position us to grow well above market patterns. Our complementary technologies combine improved formulation capabilities and a broader innovation pipeline, resulting in new and differentiated products.
During the third quarter of 2022, the China Patent Review Board ("Review Board") issued rulings which held that the two challenged patents were not valid in China. We believe the Review Board’s decisions are seriously flawed both on procedural and substantive grounds and we have appealed the Review Board's decision to the Beijing IP Court.
In 2023, we appealed the Review Board's decision to the Beijing IP Court. The Beijing IP Court upheld the decisions of the Review Board. We believe that the Beijing IP Court’s decisions were seriously flawed both on procedural and substantive grounds and we have appealed the Review Board's decision to the People’s Supreme Court of China.
In several of our pending India patent enforcement cases, defendant infringers have sought to invalidate the asserted FMC patent(s), but as of the date of this Form 10-K no such infringer has prevailed in an invalidation claim.
Given the unique and specific Chinese patent law issues involved, we do not believe the decisions of the lower courts in China would materially adversely impact our enforcement of similar patents in other countries. 10 Table of Contents In several of our pending India patent enforcement cases, defendant infringers have sought to invalidate the asserted FMC patent(s), but as of the date of this Form 10- K no such infringer has prevailed in an invalidation claim.
We have entered into a range of development and distribution agreements with other companies that provide access to new technologies and products which we can subsequently commercialize.
Our external growth efforts include product acquisitions, in-licensing of chemistries and technologies and alliances that bolster our market access, complement our existing product portfolio or provide entry into adjacent spaces. We have entered into a range of development and distribution agreements with other companies that provide access to new technologies and products which we can subsequently commercialize.
The following table provides our long-lived assets by major geographical region: (in Millions) December 31, 2023 2022 Long-lived assets North America $ 1,063.4 $ 1,060.7 Latin America 714.8 759.0 Europe, Middle East, and Africa 1,718.2 1,684.1 Asia 1,964.1 2,018.2 Total $ 5,460.5 $ 5,522.0 5 Table of Contents Products and Markets Our portfolio is comprised of three major pesticide categories: insecticides, herbicides and fungicides.
The following table provides our long-lived assets by major geographical region: (in Millions) December 31, 2024 2023 Long-lived assets (1) North America $ 956.0 $ 1,063.4 Latin America 278.8 714.8 Europe, Middle East, and Africa (2) 3,685.4 1,718.2 Asia 251.0 1,964.1 Total $ 5,171.2 $ 5,460.5 ________________ (1) Geographic long-lived assets exclude long-term deferred income taxes.
Patent challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases; we intend to defend vigorously any diamide patents that are challenged. In early 2022, we received notice that certain third parties were seeking to invalidate our Chinese patents on a certain intermediate involved in producing chlorantraniliprole and a process to produce chlorantraniliprole.
Patent challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases; we intend to defend vigorously any diamide patents that are challenged.
The composition of matter patent that covers chlorantraniliprole (also known as Rynaxypyr ® active) expired in a number of countries in August 2022; this patent will continue to remain in force in other countries throughout the world, expiring on a country-by-country basis at various dates through 2027.
The composition of matter patent that covers chlorantraniliprole (also known as Rynaxypyr® active) expired in a number of countries in August 2022; this patent protection for composition will end in 2027 across all geographies.
Our current diamide pipeline contains approximately 20 new products to be launched this decade and we continue to explore further innovations based on the diamide chemistry. Complexity of manufacturing.
Our current diamide pipeline contains approximately nine new products containing Cyazypyr® active expected to be launched this decade and we continue to explore further innovations based on this diamide chemistry. We anticipate strong growth of Cyazypyr® active due to its patent portfolio, complex manufacturing profile and regulatory data protection in key markets.
We are committed to providing unique, differentiated products to our customers by acquiring and further developing technologies as well as investing in innovation to extend product life cycles. Our external growth efforts include product acquisitions, in-licensing of chemistries and technologies and alliances that bolster our market access, complement our existing product portfolio or provide entry into adjacent spaces.
We are committed to providing unique, differentiated products to our customers by acquiring and further developing technologies as well as investing in innovation to extend product life cycles, introduce new modes of action, and enter new market segments.
At FMC, we embed stewardship at each stage of the product life cycle, and stewardship priorities are built into the core of research and development, portfolio and marketing strategies. We continue to strive for open and transparent communications about our product stewardship successes and challenges. FMC is continuing to phase out Highly Hazardous Pesticides (“HHPs”) from our product portfolio.
This assessment, along with other product stewardship processes and tools, promotes the introduction and use of sustainably advantaged agricultural solutions. We continue to strive for open and transparent communications about our product stewardship successes and challenges. FMC is continuing to phase out Highly Hazardous Pesticides (“HHPs”) from our product portfolio.
We encourage a culture of open reporting, to learn from our mistakes and work towards continuous improvement in behaviors and processes.
Safety Safety is a core value of FMC. We strive for an injury-free workplace, where every person returns home the same way they arrived. We encourage a culture of open reporting, to learn from our mistakes and work towards continuous improvement in behaviors and processes.
FMC’s technology innovation processes capture those innovations and protect them through the most appropriate form of intellectual property rights.
FMC’s technology innovation processes capture those innovations and protect them through the most appropriate form of intellectual property rights. We also in-license certain active ingredients and other technologies under patents held by third parties, and have granted licenses to certain of our patents to third parties.
FMC is aligned with the UN Sustainable Development Goals #2 (Zero Hunger), #8 (Decent Work and Economic Growth), #13 (Climate Action) and #15 (Life on Land). FMC has established 2025 and 2035 sustainability goals.
We recognize that sustainability goes beyond reducing emissions, it also encompasses human rights, the importance of nature, including biodiversity and how we utilize scarce resources such as water. FMC is aligned with the UN Sustainable Development Goals #2 (Zero Hunger), #8 (Decent Work and Economic Growth), #13 (Climate Action) and #15 (Life on Land).
FMC is committed to discovering new insecticide, herbicide and fungicide active ingredients, product formulations and pioneering technologies that are consistently better for the planet. FMC Strategy We are a tier-one leader and the fifth largest global innovator in the agrochemicals/crop protection market.
FMC’s innovative crop protection solutions help growers produce food, feed, fiber and fuel for an expanding world population while adapting to a changing environment. FMC is committed to discovering new insecticide, herbicide and fungicide active ingredients, product formulations and pioneering technologies that are consistently better for the planet.
These attributes quickly established Rynaxypyr ® active as the world’s leading insect control technology and we expect it to continue a strong growth trajectory notwithstanding the expiration of composition of matter patents covering Rynaxypyr ® active in certain countries which started in late 2022. Our Cyazypyr ® active, a second-generation diamide, is growing quickly as we obtain more product registrations.
Our current diamide pipeline contains approximately eleven new products containing Rynaxypyr® active to be launched this decade and we expect Rynaxypyr® active to continue a steady growth trajectory notwithstanding the expiration of composition of matter patents covering Rynaxypyr® active in certain countries which started in late 2022.
In 2023, Premio ® Star insect control formulation was launched in Brazil and launches in other Latin American countries starting in 2025. Cyazypyr ® active containing brands, under the trademarks Verimark ® , Benevia ® , and Exirel ® were launched in certain southern European countries starting in 2023.
The Cyazypyr® product portfolio continues to be protected by patents and data protection for key global markets. Cyazypyr® active-containing brands, under the trademarks Verimark®, Benevia®, and Exirel® were launched in certain southern European countries starting in 2023.
FMC developed and utilizes its Sustainability Assessment Tool to determine the sustainability of new active ingredients and formulated products in the research and development pipeline. This assessment, along with other product stewardship processes and tools, promotes the introduction and use of environmentally sustainable agricultural solutions.
At FMC, we embed sustainability and stewardship at each stage of the product life cycle, and stewardship priorities are built into the core of research and development, portfolio and marketing strategies. FMC developed and utilizes its Product Sustainability Assessment Tool to evaluate the sustainability attributes of new active ingredients and formulated products in the research and development pipeline.
FMC continually strives to meet the needs of our employees, shareholders, and customers through competitive rewards, policies, and practices that support the company as an employer of choice in every market where we compete for talent. FMC compensates employees through total reward programs that are aligned with performance and competencies.
FMC continually strives to meet the needs of our employees, shareholders, and customers through competitive rewards, policies, and practices designed to attract, retain and motivate exceptional employees and drive both individual and Company performance. Performance-based direct pay programs include competitive base pay, short-term incentives, and long-term incentives.
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ITEM 1. BUSINESS General FMC Corporation is a global agricultural sciences company dedicated to helping growers produce food, feed, fiber and fuel for an expanding world population while adapting to a changing environment. FMC’s innovative crop protection solutions enable growers, crop advisers and turf and pest management professionals to address their toughest challenges economically without compromising safety or the environment.
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ITEM 1. BUSINESS General FMC Corporation is a global agricultural sciences company dedicated to providing farmers innovative solutions that increase the productivity and resilience of their land. From our industry-leading development pipeline to novel biologicals and precision technologies, we are passionate about the power of science to solve agriculture’s biggest challenges.
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Our strong competitive position is driven by our technology and innovation, as well as our geographic balance and crop diversity. Our leading conventional and biological technologies that farmers rely on to protect their crops from disease and pests were produced at five active ingredient plants, 16 formulation and packaging sites and sold in approximately 110 countries.
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FMC Strategy We are a tier-one leader and the fifth largest global innovator in the agrochemicals/crop protection market. Our strong competitive position is driven by our technology and innovation, as well as our geographic balance and crop diversity.
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Helping farmers grow more food sustainably on less arable land requires a continual stream of new products and technologies. We are investing in one of the agricultural industry’s most productive crop protection pipeline, featuring over 20 new active areas in discovery and 18 new active ingredients in development. More than 25 of these molecules feature new modes of action.
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FMC is guided by our strategic plan which aims to transform our relationship with growers to become a trusted source for technical expertise and innovative solutions, to deliver superior growth and returns to our stakeholders, and to lead the crop protection industry in safety, talent, sustainability, and innovation.
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In addition, we are focused on strengthening our relationship to the grower as a trusted advisor in order to increase awareness of our products and educate growers on the value these products can provide.
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FMC expects to deliver on its growth ambitions by accelerating development and commercialization of our pipeline, driving profitability and competitiveness of our diamides brands and core synthetic portfolio, and growing the leading plant health business driven by our pheromones platform.
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In response to improved security of supply and increased carrying cost of inventory, distributors, retailers and growers rapidly reduced purchases across all four regions beginning in the latter half of the second quarter of 2023 and persisting through the remainder of the year.
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To enable our growth and help achieve our ambitions, FMC is implementing strategies to be a trusted advisor to the grower through dedicated technical personnel and events, expanded precision technologies, and other digital and communication tools. We believe that expanded business development activities will capture local market innovation in new and existing geographies and further accelerate FMC’s growth.
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This inventory destocking has affected the industry broadly and we do not believe it is specific to our products as grower consumption remained steady during 2023.
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FMC’s strategy also includes a focus on increasing operating leverage, optimizing functional costs, and driving a fit-for-purpose and resilient supply network. In 2024, FMC’s restructuring efforts generated $165 million in cost benefits and helped shape an FMC that is focused, efficient, and strong in the near-term, and structured to deliver sustained growth and superior results in the long-term.
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We have experienced a slower sell-through of our inventory due to inventory destocking, and, as a result, volumes were down significantly driving a decline in our revenues, results of operations and cash flows as compared to the prior year.
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Our supply network is rigorously maintained to balance risk, cost, and quality to enable FMC to generate the greatest possible competitive advantage and profitability from our portfolio. FMC remains committed to leading the industry in safety, inclusion, and sustainability. We are collectively committed to working safely every day to ensure the safety of our people and products.
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FMC revenues year over year declined approximately 23 percent during 2023, or 22 percent organically (1) excluding the impacts of foreign currency. While market conditions negatively impacted our results, sales of our newer and more differentiated products, including diamides, outperformed the overall portfolio demonstrating the resilience of these products.
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We also strive to create an environment that fosters a culture of belonging across our team of 5,700 global employees. Additionally, we are committed to delivering products that improve agricultural productivity while protecting the environment for future generations. Our focus on sustainability covers both the impacts of climate change on our business as well as our business on the climate.
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Approximately $590 million in 2023 sales came from products launched in the last five years, representing 14 percent of the total revenue. In 2023, we had new product launches in Brazil, including Premio ® Star insecticide based on Rynaxypyr ® active, and in the United States, including our new insecticide for tree nuts, Altacor ® Evo.
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These values of safety, inclusion, and sustainability define FMC and guide how we do business. Acquisitions and Divestitures Through FMC Ventures, our venture capital arm, we have made strategic investments in start-ups and early-stage companies that are developing and applying emerging technologies in the agricultural industry.
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Products launched in 2023 accounted for approximately $146 million in sales.
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On November 1, 2024, we completed the sale of the non-core Global Specialty Solutions ("GSS") business to Environmental Science US, LLC d/b/a Envu ("Envu"). We received proceeds, net of the preliminary working capital adjustment, of approximately $340 million in connection with the completion of the sale.
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Our diamides, Rynaxypyr ® and Cyazypyr ® active ingredients, continued to be a significant part of our portfolio, representing approximately $1.8 billion in combined sales and approximately 39 percent of the total revenue in 2023. _________________ (1) Organic revenue growth is a non-GAAP term which excludes the impact of foreign currency changes.
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(2) In connection with our plans to establish a global technology and innovation center in Switzerland, we completed intra-entity transfers of certain intellectual property to one of the Company's Swiss subsidiaries during 2024. 5 Table of Contents Products and Markets Our portfolio is comprised of three major pesticide categories: insecticides, herbicides and fungicides.
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Refer to the "Results of Operations" section of our Management's Discussion and Analysis in Item 7 for our organic revenue non-GAAP reconciliation.
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Our growth efforts focus on developing environmentally compatible and sustainable solutions that can effectively increase farmers’ yields and provide alternatives to products which may be prone to resistance.
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FMC Ventures continues to scout for and invest in game changing innovations that will shape the future of crop protection. Diamide Growth Strategy Our product portfolio features two key diamide-class molecules – Rynaxypyr ® (chlorantraniliprole) and Cyazypyr ® (cyantraniliprole) actives – with combined annual revenues of approximately $1.8 billion in 2023.
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Core Portfolio Strategy Our core portfolio includes one of our two diamide-class molecules – Rynaxypyr® (chlorantraniliprole) active, the world’s leading insect control technology – with annual revenues of approximately $1.0 billion in 2024. The core portfolio also includes our long standing synthetic herbicides and insecticides which continue to deliver strong performance across a variety of crops around the world.
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These two molecules are industry-leading in terms of performance, combining highly effective low dose rates with fast-acting, systemic, long residual control.
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Our growth strategy for Rynaxypyr® active includes the introduction of novel formulations and mixture products as well as lower cost solo formulations.
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We expect Cyazypyr ® active to continue to grow strongly notwithstanding the expiration of its active ingredient composition of matter patents starting in early 2024.
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In 2023, Premio® Star insect control formulation was launched in Brazil and launches in other Latin American countries starting in 2025. The implementation of our lower cost diamide manufacturing strategy will also support our ability to compete with expected generic competitors.
Removed
This expectation is based not only on our broad patent estate and the timing of key patent milestones, but also on other critical elements that we believe will allow FMC to continue to profitably grow the diamide franchise well beyond the expiration of key patents.
Added
Growth Portfolio Strategy FMC’s growth portfolio includes products under patent or data protection in important markets and/or providing novel modes of action. We believe that FMC has one of the most productive crop protection pipelines in agriculture. The pipeline is highly valuable because it is biased toward new modes of action.
Removed
Some of the critical elements supporting our view of diamide growth include development of new formulations, registration and data protection, commercial strategies, brand recognition, as well as manufacturing and supply chain complexity and FMC efficiencies. Patents and Trade Secrets.
Added
The current R&D pipeline features over 20 new active areas in discovery and 18 new active ingredients in development. The growth portfolio includes our second diamide-class molecule, Cyazypyr® active (cyantraniliprole), which supports a portfolio of products that generated revenues of approximately $0.5 billion in 2024.
Removed
The FMC diamide insect control patent estate is made up of many different patent families which cover: Composition of matter – both active ingredients and certain intermediates; Manufacturing processes – both active ingredients and certain intermediates; Formulations; Uses; and Applications.
Added
Additionally, we are developing novel formulations containing Cyazypyr® active which are intended to expand the spectrum of pest control and provide growers with lower cost in use.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

38 edited+11 added−5 removed64 unchanged
Biggest changePatents may be challenged in the courts, as well as in various administrative proceedings before U.S. or foreign patent offices, and may be deemed unenforceable, invalidated or circumvented. We are currently and may in the future be a party to various lawsuits or administrative proceedings involving our patents. (See "Patents, Trademarks and Licenses" in Item 1).
Biggest changeWe are currently and may in the future be a party to various lawsuits or administrative proceedings involving our patents. (See "Patents, Trademarks and Licenses" in Item 1). Such challenges can result in some or all of the claims of the asserted patent being invalidated or deemed unenforceable.
If we are unable to generate sufficient cash flow or raise adequate external financing, including as a result of significant disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities, which could adversely affect our operating results. • Credit default risks - We may use our existing revolving credit facility to meet our cash needs, to the extent available.
If we are unable to generate sufficient cash flow or raise adequate external financing, including as a result of significant disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities, which could adversely affect our operating results. • Credit default risks – We may use our existing revolving credit facility, to the extent available, to meet our cash needs.
We have not experienced a significant or material impact from these events to date and we may need to expend significant resources to maintain or continue to mature our protective and preventative measures to stay abreast of the ever-changing cybersecurity threat. We maintain a multifaceted cybersecurity program designed to identify, protect, detect, respond, and recover from a cybersecurity event.
We have not experienced a significant or material impact from these events to date and we may need to expend significant resources to maintain or continue to mature our protective and preventative measures to stay abreast of the ever-changing cybersecurity threat landscape. We maintain a multifaceted cybersecurity program designed to identify, protect, detect, respond, and recover from a cybersecurity event.
In such circumstances, an adverse patent enforcement decision could lead to the entry of competing chlorantraniliprole products in relevant markets and may result in a material adverse impact our financial results. • ERP governance - We operate on a single global instance of SAP.
In such circumstances, an adverse patent enforcement decision could lead to the entry of competing products in relevant markets and may result in a material adverse impact our financial results. • ERP governance – We operate on a single global instance of SAP.
Failure to adapt to similar trends in business to business and business to consumer could place FMC at a competitive disadvantage. 16 Table of Contents • Compliance with laws and regulations - The global regulatory environment is becoming increasingly complex and requires more resources to effectively manage, which may increase the potential for misunderstanding or misapplication of regulatory standards. • Talent engagement and ethics/culture - The inability to recruit and retain key personnel, the unexpected loss of key personnel, or other external and internal factors and events could culminate in employee attrition and may adversely affect our operations.
Failure to adapt to similar trends in business to business and business to consumer could place FMC at a competitive disadvantage. • Compliance with laws and regulations – The global regulatory environment is becoming increasingly complex and requires more resources to effectively manage, which may increase the potential for misunderstanding or misapplication of regulatory standards. • Talent engagement and ethics/culture – The inability to recruit and retain key personnel, the unexpected loss of key personnel, or other external and internal factors and events could culminate in employee attrition and may adversely affect our operations.
Changes to the regulatory environment may be influenced by non-government public pressure as a result of negative perception regarding the use of our crop protection products. Products reviewed by regulators and labeled safe for use may still be challenged by others which could lead to negative public perception or regulatory action.
Changes to the regulatory environment may be influenced by non-government public pressure as a result of negative perception regarding the use of our crop protection products. Products reviewed by regulators and 13 Table of Contents labeled safe for use may still be challenged by others which could lead to negative public perception or regulatory action.
If not properly managed, FMC could suffer substantial financial losses should the event negatively impact our operations or those of our customers. Global catastrophic events could also result in social, economic, and labor instability in the countries in which we or our customers and suppliers operate.
If not properly managed, FMC could suffer substantial 14 Table of Contents financial losses should the event negatively impact our operations or those of our customers. Global catastrophic events could also result in social, economic, and labor instability in the countries in which we or our customers and suppliers operate.
Moreover, we may incur asset impairment charges related to acquisitions or divestitures that negatively impact earnings and our financial position. • Technological and new product discovery/development - Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and innovative, high value-added products for existing and future customers.
Moreover, we may incur asset impairment charges related to acquisitions or divestitures that negatively impact earnings and our financial position. • Technological and new product discovery/development – Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and 15 Table of Contents innovative, high value-added products for existing and future customers.
Competition for our business 12 Table of Contents includes not only generic suppliers of the same pesticidal active ingredients but also alternative proprietary pesticide chemistries and crop protection technologies that are bred into or applied onto seeds.
Competition for our business includes not only generic suppliers of the same pesticidal active ingredients but also alternative proprietary pesticide chemistries and crop protection technologies that are bred into or applied onto seeds.
Economic and political conditions within the U.S. and foreign jurisdictions or strained relations between countries could result in fluctuations in demand, price volatility, loss of property, state sponsored cyberattacks, supply disruptions, or other disruptions.
Economic and political conditions within the U.S. and foreign jurisdictions or strained relations between countries could result in fluctuations in demand, price volatility, loss of property, state sponsored cyberattacks, supply 17 Table of Contents disruptions, or other disruptions.
Without waivers from lenders party to those agreements, any such default could have a material adverse effect on our ability to continue to operate. • Exposure to global economic conditions - Deterioration in the global economy and worldwide credit and foreign exchange markets could adversely affect our business.
Without waivers from lenders party to those agreements, any such default could have a material adverse effect on our ability to continue to operate. 18 Table of Contents • Exposure to global economic conditions – Deterioration in the global economy and worldwide credit and foreign exchange markets could adversely affect our business.
In recent years, we have seen some logistics challenges, pointed supply chain shortages, and increased cost of goods due to disruptions in energy markets (such as that caused by the Russian war on Ukraine) and inflation.
In recent years, we have seen some logistics challenges, pointed supply chain shortages, and increased cost of goods due to disruptions in energy markets (such as that caused by the Russian war on Ukraine), inflation and tariffs (such as those discussed above).
Remote and other work arrangements may leave the Company more vulnerable to a cyberattack. Our systems have in the past been, and likely will in the future be, subject to unauthorized access attempts. Implementing system updates or security patches in an untimely manner could leave our company exposed to security breaches.
Remote and other work arrangements may leave the Company more vulnerable to a cyberattack. Our systems and those of our vendors and third parties have in the past been, and will likely be in the future, subject to unauthorized access attempts. Implementing system updates or security patches in an untimely manner could leave our company exposed to security breaches.
Customers in weakened economies may be unable to purchase our products, or it could become more expensive for them to purchase imported products in their local currency, or sell their commodities at prevailing international prices, and we may be unable to collect receivables from such customers. • Restructuring – On December 15, 2023, the Board of Directors authorized management to proceed with a global restructuring plan which is referred to as “Project Focus.” Project Focus is designed to right-size our cost base and optimize our footprint and organizational structure with a focus on driving significant cost improvement and productivity in light of the precipitous drop in demand across the crop protection industry in 2023.
Customers in weakened economies may be unable to purchase our products, or it could become more expensive for them to purchase imported products in their local currency, or sell their commodities at prevailing international prices, and we may be unable to collect receivables from such customers. • Restructuring – In 2023, we implemented a global restructuring plan, which is referred to as “Project Focus,” designed to right-size our cost base and optimize our footprint and organizational structure with a focus on driving significant cost improvement and productivity in light of the precipitous drop in demand across the crop protection industry in 2023.
Extreme weather events attributable to climate change may result in, among other 14 Table of Contents things, physical damage to our property and equipment, increased resource scarcity, including water, and interruptions to our supply chain.
Extreme weather events attributable to climate change may result in, among other things, physical damage to our property and equipment, increased resource scarcity, including water, and interruptions to our supply chain.
Such adverse effects could include but not be limited to materially reduced volumes purchased by customers, resulting in not only reduced sales, but also the Company bearing higher volumes of unsold product inventory, excess raw materials, and correspondingly increased carrying costs.
Such adverse effects could include but not be limited to materially reduced volumes purchased by customers, resulting in not only reduced sales, but also the Company bearing higher volumes of unsold product inventory, excess raw materials, and correspondingly increased carrying costs. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We could incur 17 Table of Contents significant expense in facilitating and responding to investigations and if the measures we have taken prove to be inadequate, we could face fines or penalties.
We could incur significant expense in facilitating and responding to investigations and if the measures we have taken prove to be inadequate, we could face fines or penalties.
While we engage in hedging and other strategies to mitigate these risks, unexpected severe changes in foreign exchange may create risks that could materially and adversely affect our expected performance. • Uncertain tax rates - Our future effective tax rates may be materially impacted by numerous items such as: a future change in the composition of earnings from foreign and domestic tax jurisdictions, as earnings in foreign jurisdictions are typically taxed at different statutory rates than the U.S. federal statutory rate; accounting for uncertain tax positions; business combinations; expiration of statute of limitations or settlement of tax audits; changes in valuation allowance; changes in tax law; currency gains and losses; and decisions to repatriate certain future foreign earnings on which U.S. or foreign withholding taxes have not been previously accrued. • Uncertain recoverability of investments in long-lived assets - We have significant investments in long-lived assets and continually review the carrying value of these assets for recoverability in light of changing market conditions and alternative product sourcing opportunities.
While we engage in hedging and other strategies to mitigate these risks, unexpected severe changes in foreign exchange may create risks that could materially and adversely affect our expected performance. • Income tax audits and uncertain tax rates – Our future effective tax rates may be materially impacted by numerous items such as: a future change in the composition of earnings from foreign and domestic tax jurisdictions, as earnings in foreign jurisdictions are typically taxed at different statutory rates than the U.S. federal statutory rate; accounting for uncertain tax positions; business combinations; expiration of statute of limitations or settlement of tax audits; changes in valuation allowance; changes in tax law; currency gains and losses; and decisions to repatriate certain future foreign earnings on which U.S. or foreign withholding taxes have not been previously accrued.
We are closely monitoring raw material and supply chain costs. While we have made supply arrangements to meet planned operating requirements, an inability to obtain the critical raw materials or operate under contract manufacturing arrangements would adversely impact our ability to produce certain products and could lead to operational disruption and increase uncertainties around business performance.
Such changes may adversely impact our business. Further, while we have made supply arrangements to meet planned operating requirements, an inability to obtain the critical raw materials or operate under contract manufacturing arrangements would adversely impact our ability to produce certain products and could lead to operational disruption and increase uncertainties around business performance.
Breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary, sensitive, or confidential information about the Company, our employees, our vendors, or our customers, could result in litigation, violations of various data privacy regulations in some jurisdictions, and potentially result in a liability.
Breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary, sensitive, confidential or personal information about the Company, our employees, our vendors, or our customers, could result in litigation, violations of applicable data privacy regulations, and liability for the Company.
These uncertainties could have a material adverse effect on our business and our results of operation and financial condition. A widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products.
These uncertainties could have a material adverse effect on our business and our results of operation and financial condition. A widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products. • Business disruptions – We produce products through a combination of owned facilities and contract manufacturers.
The more gradual effects of persistent temperature change in geographies with significant agricultural lands may result in changes in lands suitable for agriculture or changes in the mix of crops suitable for cultivation and the pests that may be present in such geographies.
The more gradual effects of persistent temperature change in geographies with significant agricultural lands may result in changes in lands suitable for agriculture or changes in the mix of crops suitable for cultivation and the pests that may be present in such geographies. These shifts in pests may become more rapid and persistent with rising temperatures and increasing GHG levels.
While we have taken measures to assess the requirements of, and to comply with the rapidly growing cybersecurity and data privacy regulations in multiple jurisdictions, these measures may be challenged by authorities that regulate cybersecurity and data-related compliance.
We ensure that the program is aligned with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. While we have taken measures to assess the requirements of, and to comply with the rapidly growing cybersecurity and data privacy regulations in multiple jurisdictions, these measures may be challenged by authorities that regulate cybersecurity and privacy-related compliance.
Some of our competitors may secure patents on production methods or uses of products that may limit our ability to compete cost-effectively. • Enforcement of intellectual property rights - The composition of matter patents on our Rynaxypyr ® active ingredient are expiring in several key countries.
Some of our competitors may secure patents on production methods or uses of products that may limit our ability to compete cost-effectively. • Enforcement of intellectual property rights – The composition of matter patents on our Rynaxypyr ® and Cyazypyr ® active ingredients have expired in all major markets.
Our supply chain and business operations could be disrupted from the temporary closure of third-party supplier and manufacturer facilities, interruptions in product supply or restrictions on the export or shipment of our products. Any disruption of our suppliers and contract manufacturers could impact our sales and operating results.
Our supply chain and business operations could be disrupted from the temporary closure of third-party supplier and manufacturer facilities, interruptions in product supply or restrictions on the export or shipment of our products. We closely monitor raw material and supply chain costs.
Consolidation of the value chain may limit FMC’s access in certain markets. Acquisition of retailers and wholesalers, particularly by competitors, could restrict FMC’s distribution footprint.
General Risk Factors : • Market access risk – Our results may be affected by changes in distribution channels, which could impact our ability to access the market. Consolidation of the value chain may limit FMC’s access in certain markets. Acquisition of retailers and wholesalers, particularly by competitors, could restrict FMC’s distribution footprint.
While we provide other defined benefit, defined contribution and postretirement benefits to our employees and retirees, our risk is focused on our U.S. Qualified Plan given its size to our consolidated financial position. General Risk Factors: • Market access risk - Our results may be affected by changes in distribution channels, which could impact our ability to access the market.
While we provide other defined benefit, defined contribution and postretirement benefits to our employees and retirees, our risk is focused on our U.S. Qualified Plan given its size to our consolidated financial position.
It is possible that the IRS or a state or local taxing authority could take the position that the aforementioned transaction results in the recognition of significant taxable gain by FMC, in which case FMC may be subject to material tax liabilities.
It is possible that the IRS or a state or local taxing authority could take the position that the aforementioned transaction results in the recognition of significant taxable gain by FMC, in which case FMC may be subject to material tax liabilities. 16 Table of Contents Financial Risks : • Foreign exchange rate risks – We are an international company operating in many countries around the world, and thus face foreign exchange rate risks in the normal course of business.
Such challenges can result in some or all of the claims of the asserted patent being invalidated or deemed unenforceable. As noted in Item 1 "Business," two such patents have been ruled invalid in China and are currently on appeal.
As noted in Item 1 "Business," two such patents have been ruled invalid in China and are currently on appeal.
We source critical intermediates and finished products from a number of suppliers, largely outside of the U.S. and principally in China and India. An inability to obtain these products or execute under contract sourcing arrangements would adversely impact our ability to sell products.
We source critical intermediates and finished products from a number of suppliers, largely outside of the U.S. and principally in China and India.
(Mobile), Puerto Rico (Manati), China (Jinshan), Denmark (Ronland), and India (Panoli). Our operating results are dependent in part on the continued operation of these production facilities. Interruptions at these facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole.
We own and operate large-scale active ingredient manufacturing facilities in the U.S. (Mobile), Puerto Rico (Manati), China (Jinshan), Denmark (Ronland), and India (Panoli). Our operating results are dependent in part on the continued operation of these production facilities.
We address patent expirations through effective enforcement of our patents that continue to cover key chemical intermediates and process patents, as well as portfolio life cycle management, particularly for our high value diamide insecticides (see "Diamide Growth Strategy" and "Patents, Trademarks and Licenses" in Item 1 for more details).
We address patent expirations through effective enforcement of our patents that continue to cover key chemical intermediates and process patents, as well as portfolio life cycle management, particularly for our high value diamide insecticides for which our composition of matter patents on the active ingredient itself have expired in most countries and our process manufacturing and chemical intermediate patents only a limited remaining duration.
We may not be successful in litigating to enforce our patents due to the risks inherent in any litigation. Patents involve complex factual and legal issues and, thus, the scope, validity or enforceability of any patent claims we have or may obtain cannot be clearly predicted.
Patents involve complex factual and legal issues and, thus, the scope, validity or enforceability of any patent claims we have or may obtain cannot be clearly predicted. Patents may be challenged in the courts, as well as in various administrative proceedings before U.S. or foreign patent offices, and may be deemed unenforceable, invalidated or circumvented.
Financial Risks: • Foreign exchange rate risks - We are an international company operating in many countries around the world, and thus face foreign exchange rate risks in the normal course of business. We are particularly sensitive to the movements of the Brazilian real, Chinese yuan, Indian rupee, Euro, Mexican peso and Argentine peso.
We are particularly sensitive to the movements of the Brazilian real, Chinese yuan, Indian rupee, Euro, Mexican peso and Argentine peso.
Failure to successfully execute and realize the expected synergies from the restructuring program could materially and adversely affect our expected performance. • Channel inventory behavior – The Company relies in many countries and in varying degrees on distribution channels to access the market and reach farmers or other end use customers.
In addition, our failure to effectively manage organizational changes as part of the restructuring program may lead to increased attrition and harm our ability to attract and retain key talent. • Channel inventory behavior – The Company relies in many countries and in varying degrees on distribution channels to access the market and reach farmers or other end use customers.
These shifts in pests may become more rapid and persistent with rising temperatures and increasing GHG 13 Table of Contents levels. For example, prolonged increase in average temperature may make northern lands suitable for growing crops not grown historically in such climates, leading growers to shift from crops such as wheat to soybean.
For example, prolonged increase in average temperature may make northern lands suitable for growing crops not grown historically in such climates, leading growers to shift crop type.
We intend to strategically and vigorously enforce our patents and other 15 Table of Contents forms of intellectual property and have done so already against several third parties. Other third parties may seek to enter markets with infringing products or may find alternative production methods that avoid infringement.
Other third parties may seek to enter markets with infringing products or may find alternative production methods that avoid infringement. We may not be successful in litigating to enforce our patents due to the risks inherent in any litigation.
Continued inflationary pressures may negatively impact our revenue, gross and operating margins, and net income. For additional details, refer to the "Inflation" section of our Management's Discussion and Analysis in Item 7.
While inflationary pressures have recently eased, a resurgence of these conditions may negatively impact our revenue, gross and operating margins, and net income.
Removed
For example, the COVID-19 pandemic caused significant disruptions in the U.S. and global economies and resulted in persistent uncertainties throughout the duration of the pandemic. • Business disruptions - We produce products through a combination of owned facilities and contract manufacturers. We own and operate large-scale active ingredient manufacturing facilities in the U.S.
Added
There is considerable uncertainty surrounding the trade relationship between the U.S. and trading partners — e.g., the recently announced 10% tariff on goods coming into the U.S. from China, the recent announcement of reciprocal tariffs on goods imported into the U.S. to match tariffs imposed by other nations on goods imported from the U.S., and China’s recently announced tariffs on imports of certain U.S. goods.
Removed
We have a broad estate of additional patents regarding the production of Rynaxypyr ® active ingredient, as well as trademark and data exclusivity protection in certain countries that extend well beyond the scope of the active ingredient composition of matter patents. (See "Diamide Growth Strategy" and "Patents, Trademarks and Licenses" in Item 1).
Added
An inability to obtain these products or execute under contract sourcing arrangements would adversely impact our ability to sell products. Any disruption of our suppliers and contract manufacturers could impact our sales and operating results.
Removed
In mid-April 2022, we announced the decision to discontinue our operations and business in Russia, as a result of their invasion of Ukraine, which resulted in a charge to our results of operations related to noncash asset write offs. Our values as a company did not allow us to operate and grow our business in Russia.
Added
Interruptions at these facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole.
Removed
We ensure that the program is aligned with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. Additionally, we continually engage in response planning, simulations, trainings, tabletop exercises, and other efforts to mitigate risk and prepare for a rapid response to any cybersecurity events.
Added
Governmental agencies may change requirements related to the production, use, emission, disposal or remediation of chemicals or products, including chemicals or products which we may have produced or used in our discontinued operations.
Removed
We cannot guarantee that the activities under the restructuring program will result in the desired efficiencies and estimated cost savings, if any. In addition, our failure to effectively manage organizational changes as part of the restructuring program may lead to increased attrition and harm our ability to attract and retain key talent.
Added
(see "Patents, Trademarks and Licenses" in Item 1 for more details). Patent and trademark enforcement is subject to the risks inherent in litigation, and our product portfolio life cycle management efforts may not be effective in maintaining our products’ market position or profitability.
Added
We have additional patents regarding the production of these diamide active ingredients and chemical intermediates involved in such production, which are expiring in many major markets in December 2025. For these diamide products, we also hold patents on certain formulations (including mixtures), trademark and data exclusivity protection in certain countries which have longer duration.
Added
Likewise, for other products in our commercial and development portfolios, we have a broad estate of intellectual property including patents, trademark and data protection. We intend to strategically and vigorously enforce our patents and other forms of intellectual property against suspected infringers and have done so already against several third parties.
Added
Additionally, further administrative guidance or other changes to the Global Anti-Base Erosion (GLOBE) rules that cause changes in tax legislation issued by the Organization for Economic Cooperation and Development (“OECD”) could potentially impact certain tax benefits previously received.
Added
There is no guarantee that administrative guidance or rules will remain unchanged or that the US government will adopt the global tax rules in accordance with the OECD approach, either of which could impact the value of the incentives granted to us and which could potentially lead to significant future international tax disputes. • Uncertain recoverability of investments in long-lived assets – We have significant investments in long-lived assets and continually review the carrying value of these assets for recoverability in light of changing market conditions and alternative product sourcing opportunities.
Added
Current U.S. tariff policies may increase the costs of goods being imported into the U.S., and other nations may impose new or different tariffs or other trade sanctions that increase the cost of our importing into those other nations, which we may not be able to mitigate or avoid, leading to increased costs of materials and/or other trade disruptions.
Added
While we have realized substantially all the expected synergies from the program, we may need to implement additional activities under the restructuring program to offset market headwinds and other risks should they negatively impact our results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement Oversight in Cybersecurity Governance FMC’s senior management Operating Committee, which includes the Chief Executive Officer and all Company vice presidents, is responsible for review and oversight of the Company’s cybersecurity programs and risk assessment as well as the strategic direction of the program to address evolving risks.
Biggest changePeriodically, the Company has its cybersecurity programs audited by independent third parties using the NIST Cybersecurity Framework, which provides guidance to organizations on how to identify, prevent, detect, respond, and recover from cybersecurity threats. 19 Table of Contents Management Oversight in Cybersecurity Governance FMC’s senior management Executive Committee and Leadership Team, which includes the Chief Executive Officer and all Company vice presidents, is responsible for review and oversight of the Company’s cybersecurity programs and risk assessment as well as the strategic direction of the program to address evolving risks.
The Company has a Cyber Incident Response Plan, which establishes procedures to prepare for and respond to a variety of cyber incidents, and continuously engages in response planning, simulations, trainings, tabletop exercises, and other efforts to mitigate risk and prepare for a rapid response to any incidents should they occur.
The Company has a Cyber Incident Response Plan, which establishes procedures to prepare for and respond to a variety of cyber incidents, and engages in response planning, simulations, trainings, tabletop exercises, and other efforts to mitigate risk and prepare for a rapid response to any incidents should they occur.
Mr. Kotch also belongs to various business associations, including industry and government associations, to ensure timely receipt of critical threat information as well as access resources useful in developing cost-effective security solutions to protect the Company's personnel and information.
Mr. Sidhu also belongs to various business associations, including industry and government associations, to ensure timely receipt of critical threat information as well as access resources useful in developing cost-effective security solutions to protect the Company's personnel and information.
In addition to the routine updates provided to the Audit Committee, FMC has an established policy for communication of cybersecurity incidents with the Board of Directors and, if material, the investor community. Refer to the discussion above for further details of this policy.
In addition to the routine updates provided to the Audit Committee, FMC has an established policy for communication of cybersecurity incidents with the Board of Directors and, if material, the investor community. Refer to the discussion above for further details of this policy. 20 Table of Contents
In the event of a cybersecurity incident, the incident response team, which is managed by IT personnel, is responsible for ensuring the Chief Executive Officer and Operating Committee are notified in a timely manner.
In the event of a cybersecurity incident, the incident response team, which is managed by IT personnel, is responsible for ensuring the Chief Executive Officer and other members of the Executive Committee and Leadership Team are notified in a timely manner.
Additionally, our contracts with third-party providers require those organizations to notify FMC of any cyber incident that occurs when our information has been impacted. FMC frequently communicates with our third-party service providers to ensure timely notification of any matters that may impact our data security.
Additionally, our contracts with third-party providers require those organizations to notify FMC of any cyber incident that occurs when our information has been impacted.
Members of the senior management Operating Committee, including the Chief Information Officer, Chief Financial Officer, Chief Accounting Officer, and General Counsel will be briefed as to the facts and circumstances of a cyber incident and determine if the event is considered material to the business. If such determination is made, the matter will be escalated to Board of Directors.
Members of the senior management, including the Chief Financial Officer, Chief Accounting Officer, and General Counsel, as well as the Senior Director - Core IT will be briefed as to the facts and circumstances of a cyber incident and determine if the event is considered material to the business.
Specifically, David Kotch, Vice President and Chief Information Officer, serves as management’s expert in cybersecurity management. He has held various positions within the Company's IT department, has an educational background in Information Systems, and contributes technical expertise to the Company’s Operating Committee. He serves as a member of the Chemical Information Technology Center’s CIO organization and the CIO Executive Summit.
Specifically, Jas Sidhu, Senior Director - Core IT, serves as management’s expert in cybersecurity management. He has held various positions within the Company's IT department, has an educational background in Information Systems, and contributes technical expertise to the Company’s leadership team. He serves as a member of the Chemical Information Technology Center’s CIO organization and the SAP Chemicals Advisory Board.
During 2023, we did receive notification of cybersecurity breaches affecting third-party vendors, but none were material in nature for FMC. 19 Table of Contents Board of Directors Oversight in Cybersecurity Governance FMC’s Board of Directors oversees the Company’s cybersecurity program primarily through its Audit Committee, which is comprised of independent directors whose prior work experience provides them with insights as to potential cybersecurity risks and mitigation strategies.
Board of Directors Oversight in Cybersecurity Governance FMC’s Board of Directors oversees the Company’s cybersecurity program primarily through its Audit Committee, which is comprised of independent directors whose prior work experience provides them with insights as to potential cybersecurity risks and mitigation strategies.
For material incidents, the Company will provide information regarding the nature and scope of the incident to investors in compliance with SEC regulations. Throughout this process and the recovery following an incident, the Company is focused on considering the ever-changing facts and circumstances of the event and remaining as transparent with the investment community as possible.
Throughout this process and the recovery following an incident, the Company is focused on considering the ever-changing facts and circumstances of the event and remaining as transparent with the investment community as possible. During 2024, FMC did not directly experience a cybersecurity breach in any FMC system.
Removed
Periodically, the Company has its cybersecurity programs audited by independent third parties using the NIST Cybersecurity Framework, which provides guidance to organizations on how to identify, prevent, detect, respond, and recover from cybersecurity threats. The most-recent audit was performed in 2022 over the Company’s 2021 cybersecurity program.
Added
FMC performs a thorough security review prior to onboarding critical third-party providers, which includes review of third-party independent assessments in the form of SOC reports prior to contracting. SOC reports are also reviewed on an annual basis once the third-party is engaged.
Removed
The audit results showed that FMC has a mature and robust cybersecurity program that is rated at or above peer industry benchmarks and also provided insight for areas of future improvement in risk mitigation and further program development.
Added
If such determination is made, the matter will be escalated to Board of Directors. For material incidents, the Company will provide information regarding the nature and scope of the incident to investors in compliance with SEC regulations.
Removed
During 2023, FMC did not directly experience a cybersecurity breach in any FMC system.
Added
During 2024, we did receive notification of cybersecurity breaches affecting third-party vendors, but none were material in nature for FMC.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES FMC leases executive offices in Philadelphia, Pennsylvania and operates 21 manufacturing facilities in 16 countries. Our major research and development facilities are in Newark, Delaware; Shanghai, China and Copenhagen, Denmark. We believe our facilities are in good operating condition.
Biggest changeITEM 2. PROPERTIES FMC leases executive offices in Philadelphia, Pennsylvania and operates 21 manufacturing facilities in 15 countries. Our major research and development facilities are in Newark, Delaware; Shanghai, China and Copenhagen, Denmark. We believe our facilities are in good operating condition.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSince the 1980s, approximately 122,000 asbestos claims against FMC have been discharged, the overwhelming majority of which have been dismissed without any payment to the claimant. Since the 1980s, settlements with claimants have totaled approximately $207 million. We intend to continue managing these asbestos-related cases in accordance with our historical experience.
Biggest changeITEM 3. LEGAL PROCEEDINGS As of December 31, 2024, there were approximately 11,683 premises and product asbestos claims pending against FMC in several jurisdictions. Since the 1980s, approximately 123,000 asbestos claims against FMC have been discharged, the overwhelming majority of which have been dismissed without any payment to the claimant.
Please see Note 1 "Principal Accounting Policies and Related Financial Information" - Environmental obligations, Note 11 "Environmental Obligations" and Note 20 "Guarantees, Commitments and Contingencies" in the notes to our consolidated financial statements included in this Form 10-K, the content of which are incorporated by reference to this Item 3.
For a description of pending asbestos cases as well as our other material pending legal proceedings, please see Note 1 "Principal Accounting Policies and Related Financial Information" - Environmental obligations, Note 10 "Environmental Obligations" and Note 19 "Guarantees, Commitments and Contingencies" in the notes to our consolidated financial statements included in this Form 10-K, the content of which are incorporated by reference to this Item 3.
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ITEM 3. LEGAL PROCEEDINGS Like hundreds of other industrial companies, we have been named as one of many defendants in asbestos-related personal injury litigation. Most of these cases allege personal injury or death resulting from exposure to asbestos in premises of FMC or to asbestos-containing components installed in machinery or equipment manufactured or sold by discontinued operations.
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Since the 1980s, settlements with claimants have totaled approximately $230 million.
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The machinery and equipment businesses we owned or operated did not fabricate the asbestos-containing component parts at issue in the litigation. Further, the asbestos-containing parts for this machinery and equipment were accessible only at the time of infrequent repair and maintenance.
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A few jurisdictions have permitted claims to proceed against equipment manufacturers relating to insulation installed by other companies on such machinery and equipment. We believe that, overall, the claims against FMC are without merit. As of December 31, 2023, there were approximately 10,976 premises and product asbestos claims pending against FMC in several jurisdictions.
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We have established a reserve for this litigation within our discontinued operations and believe that any exposure of a loss in excess of the established reserve cannot be reasonably estimated. Our experience has been that the overall trends in asbestos litigation have changed over time.
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Over the last several years, we have seen changes in the jurisdictions where claims against FMC are being filed and changes in the mix of products named in the various claims.
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Because these claim trends have yet to form a predictable pattern, we are presently unable to reasonably estimate our asbestos liability with respect to claims that may be filed in the future.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors.
Biggest changeAt December 31, 2024, approximately $825 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES FMC common stock of $0.10 par value is traded on the New York Stock Exchange (Symbol: FMC). There were 2,101 registered common stockholders as of December 31, 2023.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES FMC common stock of $0.10 par value is traded on the New York Stock Exchange (Symbol: FMC). There were 2,028 registered common stockholders as of December 31, 2024.
FMC’s annual meeting of stockholders will be held at 2:00 p.m. on Tuesday, April 30, 2024 via live webcast at https://www.virtualshareholdermeeting.com/FMC2024. Notice of the meeting, together with instructions on how to access proxy materials, will be mailed approximately five weeks prior to the meeting to stockholders of record as of March 4, 2024.
FMC’s annual meeting of stockholders will be held at 2:00 p.m. on Tuesday, April 29, 2025 via live webcast at https://www.virtualshareholdermeeting.com/FMC2025. Notice of the meeting, together with instructions on how to access proxy materials, will be mailed approximately six weeks prior to the meeting to stockholders of record as of February 28, 2025.
The comparison assumes $100 was invested on December 31, 2018, in FMC’s Common Stock and in both of the indices, and the reinvestment of all dividends. 2018 2019 2020 2021 2022 2023 FMC Corporation $ 100.00 $ 137.13 $ 160.30 $ 155.95 $ 180.12 $ 94.35 S&P 500 Index 100.00 131.22 154.95 199.12 163.22 205.79 S&P 500 Chemicals Index 100.00 121.78 143.19 179.97 160.03 177.51 The following table summarizes information with respect to the purchase of our common stock during the three months ended December 31, 2023: 22 Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES Publicly Announced Program Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased Total Dollar Amount Purchased Maximum Dollar Value of Shares that May Yet be Purchased October 829 $ 63.04 — $ — $ 825,000,142 November 882 53.43 — — 825,000,142 December 726 55.88 — — 825,000,142 Total 2,437 $ 57.45 — $ — ___________________ (1) Includes shares purchased in open market transactions by the independent trustee of the FMC Corporation Non-Qualified Savings and Investment Plan ("NQSP").
The comparison assumes $100 was invested on December 31, 2019, in FMC’s Common Stock and in both of the indices, and the reinvestment of all dividends. 2019 2020 2021 2022 2023 2024 FMC Corporation $ 100.00 $ 116.90 $ 113.73 $ 131.35 $ 68.80 $ 55.58 S&P 500 Index 100.00 118.08 151.74 124.39 156.83 195.84 S&P 500 Chemicals Index 100.00 117.58 147.78 131.41 145.76 145.72 The following table summarizes information with respect to the purchase of our common stock during the three months ended December 31, 2024: 23 Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES Publicly Announced Program Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased Total Dollar Amount Purchased Maximum Dollar Value of Shares that May Yet be Purchased October 635 $ 62.33 — $ — $ 825,000,142 November 1,401 56.65 — — 825,000,142 December 935 49.96 — — 825,000,142 Total 2,971 $ 55.76 — $ — ___________________ (1) Includes shares purchased in open market transactions by the independent trustee of the FMC Corporation Non-Qualified Savings and Investment Plan ("NQSP").
We also reacquire shares from time to time from employees in connection with the vesting, exercise and forfeiture of awards under our equity compensation plans.
Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. We also reacquire shares from time to time from employees in connection with the vesting, exercise and forfeiture of awards under our equity compensation plans.
As disclosed in more detail under the Outstanding debt caption in the Liquidity and Capital Resources section of this Form 10-K, in connection with an amendment to the Company's credit agreement, the Company agreed that it shall not repurchase shares until September 30, 2025, with the exception of share repurchases under our equity compensation plans.
In February 2022, the Board of Directors authorized the repurchase of up to $1 billion of the Company's common stock. In connection with an amendment to the Company's credit agreement in November 2023, the Company agreed that it will not repurchase shares, with the exception of share repurchases under our equity compensation plans.
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In February 2022, the Board of Directors authorized the repurchase of up to $1 billion of the Company's common stock. The $1 billion share repurchase program replaced in its entirety the previous authorization. In 2023, 651,052 shares were repurchased under the publicly announced repurchase program. At December 31, 2023, approximately $825 million remained unused under our Board-authorized repurchase program.
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Therefore, there were no share repurchases under the publicly announced repurchase program during the twelve months ended December 31, 2024. As part of the amendments entered into in February 2025 and described in Note 12 to the consolidated financial statements, the Company agreed that it will not repurchase shares until December 31, 2027.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeADJUSTED EARNINGS RECONCILIATION (in Millions) Year Ended December 31, 2023 2022 2021 Net income (loss) attributable to FMC stockholders (GAAP) $ 1,321.5 $ 736.5 $ 739.6 Corporate special charges (income), pre-tax (1) 256.3 101.7 114.0 Income tax expense (benefit) on Corporate special charges (income) (2) (32.8) 1.5 (20.3) Corporate special charges (income), net of income taxes $ 223.5 $ 103.2 $ 93.7 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) (1.6) 6.8 — Discontinued operations attributable to FMC Stockholders, net of income taxes 98.5 97.2 68.2 Non-GAAP tax adjustments (3) (1,167.4) (5.3) (14.8) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP) $ 474.5 $ 938.4 $ 886.7 ____________________ (1) Represents restructuring and other charges (income), non-operating pension and postretirement charges (income) and transaction-related charges.
Biggest changeADJUSTED EARNINGS RECONCILIATION (in Millions, except per share amounts) Year Ended December 31, 2024 2023 2022 Net income (loss) attributable to FMC stockholders (GAAP) $ 341.1 $ 1,321.5 $ 736.5 Corporate special charges (income), pre-tax (1) 238.0 256.3 101.7 Income tax expense (benefit) on Corporate special charges (income) (2) (37.1) (32.8) 1.5 Corporate special charges (income), net of income taxes $ 200.9 $ 223.5 $ 103.2 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) — (1.6) 6.8 Discontinued operations attributable to FMC Stockholders, net of income taxes 61.8 98.5 97.2 Non-GAAP tax adjustments (3) (167.5) (1,167.4) (5.3) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP) $ 436.3 $ 474.5 $ 938.4 Diluted earnings per common share (GAAP) $ 2.72 $ 10.53 $ 5.81 Corporate special charges (income), pre-tax per diluted share 1.90 2.05 0.81 Income tax expense (benefit) on Corporate special charges (income) per diluted share (0.30) (0.26) 0.01 Corporate special charges (income), net of income taxes per diluted share $ 4.32 $ 12.32 $ 6.63 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) per diluted share — (0.02) 0.05 Discontinued operations attributable to FMC stockholders, net of income taxes per diluted share 0.49 0.78 0.77 Tax adjustments per diluted share (1.33) (9.30) (0.04) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders per diluted share (Non-GAAP) $ 3.48 $ 3.78 $ 7.41 Average number of shares outstanding used in the adjusted after-tax earnings from continuing operations per diluted share computations 125.4 125.5 126.7 ____________________ (1) Represents restructuring and other charges (income), and non-operating pension and postretirement charges (income).
(1) Although we provide forecasts for adjusted earnings per share and adjusted EBITDA (Non-GAAP financial measures), we are not able to forecast the most directly comparable measures calculated and presented in accordance with U.S. GAAP. Certain elements of the composition of the U.S. GAAP amounts are not predictable, making it impractical for us to forecast.
(1) Although we provide forecasts for adjusted earnings per diluted share and adjusted EBITDA (Non-GAAP financial measures), we are not able to forecast the most directly comparable measures calculated and presented in accordance with U.S. GAAP. Certain elements of the composition of the U.S. GAAP amounts are not predictable, making it impractical for us to forecast.
Cash required for 2023 is primarily related to capital expenditures for increased capacity, and to a lesser extent, acquisition related spending associated with the acquired IPR&D assets completed during the third quarter of 2023. Cash required for 2022 is primarily related to capital expenditures needed for increased capacity, as well the consideration paid for the BioPhero acquisition.
Cash required for 2023 is primarily due to capital expenditures for increased capacity, and to a lesser extent, acquisition related spending associated with the acquired IPR&D assets completed during the third quarter of 2023. Cash required for 2022 is primarily related to capital expenditures needed for increased capacity, as well the consideration paid for the BioPhero acquisition.
(5) The change in cash flows related to accounts payable in 2023 is primarily due to lower raw material inventory purchases due to the decline in demand and, to a lesser extent, the timing of payments made to suppliers and vendors.
The change in cash flows related to accounts payable in 2023 is primarily due to lower raw material inventory purchases due to the decline in demand and, to a lesser extent, the timing of payments made to suppliers and vendors.
Environmental Projected 2024 spending, net of recoveries includes approximately $35 million to $45 million of net environmental remediation spending for our sites accounted for within continuing operations. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.
Environmental Projected 2025 spending, net of recoveries includes approximately $35 million to $45 million of net environmental remediation spending for our sites accounted for within continuing operations. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.
Costs incurred for shipping and handling are recorded as costs of sales and services. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue-producing transactions are presented on a net basis and excluded from sales in the consolidated income statements.
Costs incurred for shipping and handling are recorded as costs of sales and services. Amounts billed for sales and use taxes, value-added taxes, and certain excise and other specific transactional taxes imposed on revenue-producing transactions are presented on a net basis and excluded from revenue on the consolidated statements of income (loss).
Our consolidated balance sheets contain accrued pension and other postretirement benefits, our environmental liabilities, and our other discontinued liabilities for which we are unable to make a reasonably reliable estimate of the amount and periods in which these liabilities might be paid beyond 2024.
Our consolidated balance sheets contain accrued pension and other postretirement benefits, our environmental liabilities, and our other discontinued liabilities for which we are unable to make a reasonably reliable estimate of the amount and periods in which these liabilities might be paid beyond 2025.
See Note 12 to the consolidated financial statements included within this Form 10-K for additional details related to the provisions for income taxes on continuing operations, as well as items that significantly impact our effective tax rate.
See Note 11 to the consolidated financial statements included within this Form 10-K for additional details related to the provisions for income taxes on continuing operations, as well as items that significantly impact our effective tax rate.
See Note 8 to our consolidated financial statements included within this Form 10-K for charges associated with long-lived asset disposal costs and the activity associated with the restructuring reserves.
See Note 7 to our consolidated financial statements included within this Form 10-K for charges associated with long-lived asset disposal costs and the activity associated with the restructuring reserves.
Therefore, we will actively work with our entire value chain – suppliers, contractors, and customers – with a goal to reduce their GHG emissions and to mitigate their potential impacts on climate change. We continue to follow legislative and regulatory developments regarding climate change, including climate-related financial disclosures and green taxes.
Therefore, we will actively work with our entire value chain – suppliers, contractors, and customers – with a goal to reduce their GHG emissions and to mitigate their potential impacts on climate change. We continue to follow legislative and regulatory developments regarding climate change, including climate-related financial disclosures, supply chain due diligence and green taxes.
Many countries FMC does business in are in the process of establishing mandates for non-financial disclosures by aligning with ISSB or other directives such as the EU Corporate Sustainability Reporting Directive, California SB 253 and 261 and the SEC climate proposal.
Many countries FMC does business in are in the process of establishing mandates for non-financial disclosures by aligning with International Sustainability Standards Board (ISSB) or other directives such as the EU Corporate Sustainability Reporting Directive, California SB 253 and 261 and the SEC climate proposal.
The estimate for adjusted earnings excludes any impact from potential share repurchases in 2024. For cash flow outlook, refer to the liquidity and capital resources section below.
The estimate for adjusted earnings excludes any impact from potential share repurchases in 2025. For cash flow outlook, refer to the liquidity and capital resources section below.
Of the cash and cash equivalents balance at December 31, 2023, $286.9 million was held by our foreign subsidiaries. We have established plans to repatriate cash from certain foreign subsidiaries with minimal tax on a go forward basis. Other cash held by foreign subsidiaries is generally used to finance subsidiaries’ operating activities and future foreign investments.
Of the cash and cash equivalents balance at December 31, 2024, $348.9 million was held by our foreign subsidiaries. We have established plans to repatriate cash from certain foreign subsidiaries with minimal tax on a go forward basis. Other cash held by foreign subsidiaries is generally used to finance subsidiaries’ operating activities and future foreign investments.
A one-half percent increase in the assumed expected long-term rate of return on plan assets would have decreased pension costs by $5.0 million, $6.6 million and $6.3 million for 2023, 2022 and 2021, respectively.
A one-half percent increase in the assumed expected long-term rate of return on plan assets would have decreased pension costs by $5.0 million, $5.0 million and $6.6 million for 2024, 2023 and 2022, respectively.
We believe we have applied reasonable assumptions which considers both internal and external factors. We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because of the inherent uncertainty within the underlying assumptions.
We believe we have applied reasonable assumptions which considers both internal and external factors. 45 Table of Contents We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because of the inherent uncertainty within the underlying assumptions.
A one-half percent decrease in the assumed long-term rate of return on plan assets would have increased pension costs by $5.0 million, $6.6 million and $6.3 million for 2023, 2022 and 2021, respectively.
A one-half percent decrease in the assumed long-term rate of return on plan assets would have increased pension costs by $5.0 million, $5.0 million and $6.6 million for 2024, 2023 and 2022, respectively.
We record a liability until remitted to the respective taxing authority. We periodically enter into prepayment arrangements with customers and receive advance payments for product to be delivered in future periods. These advance payments are recorded as deferred revenue and classified as "Advance payments from customers" on the consolidated balance sheet.
We record a liability until remitted to the respective taxing authority. 43 Table of Contents We periodically enter into prepayment arrangements with customers and receive advance payments for product to be delivered in future periods. These advance payments are recorded as deferred revenue and classified as "Advance payments from customers" on the consolidated balance sheet.
The change in discount rate from 5.16 percent at December 31, 2022 to 4.97 percent at December 31, 2023 was attributable to an increase in yields on high quality corporate bonds with cash flows matching the timing and amount of our expected future benefit payments between the 2022 and 2023 measurement dates.
The change in discount rate from 4.97 percent at December 31, 2023 to 5.60 percent at December 31, 2024 was attributable to an increase in yields on high quality corporate bonds with cash flows matching the timing and amount of our expected future benefit payments between the 2023 and 2024 measurement dates.
In selecting a discount rate as of December 31, 2023, we placed particular emphasis on a discount rate yield-curve provided by our actuary.
In selecting a discount rate as of December 31, 2024, we placed particular emphasis on a discount rate yield-curve provided by our actuary.
Using the December 31, 2023 and 2022 yield curves, our U.S. qualified plan cash flows produced a single weighted-average discount rate of approximately 4.97 percent and 5.16 percent, respectively. In developing the assumption for the long-term rate of return on assets for our U.S.
Using the December 31, 2024 and 2023 yield curves, our U.S. qualified plan cash flows produced a single weighted-average discount rate of approximately 5.60 percent and 4.97 percent, respectively. In developing the assumption for the long-term rate of return on assets for our U.S.
We adjust these liabilities, if necessary, upon the completion of tax audits or changes in tax law. See Note 12 to our consolidated financial statements included within this Form 10-K for additional discussion surrounding income taxes. 46 Table of Contents
We adjust these liabilities, if necessary, upon the completion of tax audits or changes in tax law. See Note 11 to our consolidated financial statements included within this Form 10-K for additional discussion surrounding income taxes. 47 Table of Contents
Note 12 to the consolidated financial statements included in this Form 10-K includes more details on the drivers of the GAAP effective rate and year-over-year changes. We believe showing the reconciliation below of our GAAP to Non-GAAP effective tax rate provides investors with useful supplemental information about our tax rate on the core underlying business.
Note 11 to the consolidated financial statements included in this Form 10-K includes more details on the drivers of the GAAP effective rate and year-over-year changes. 33 Table of Contents We believe showing the reconciliation below of our GAAP to Non-GAAP effective tax rate provides investors with useful supplemental information about our tax rate on the core underlying business.
Further details on our pension and other postretirement benefit obligations and net periodic benefit costs (benefits) are found in Note 14 to our consolidated financial statements in this Form 10-K. 45 Table of Contents Income taxes We have recorded a valuation allowance to reduce deferred tax assets in certain jurisdictions to the amount that we believe is more likely than not to be realized.
Further details on our pension and other postretirement benefit obligations and net periodic benefit costs (benefits) are found in Note 13 to our consolidated financial statements in this Form 10-K. Income taxes We have recorded a valuation allowance to reduce deferred tax assets in certain jurisdictions to the amount that we believe is more likely than not to be realized.
The discount rates used to determine projected benefit obligation at our December 31, 2023 and 2022 measurement dates for the U.S. qualified plan were 4.97 percent and 5.16 percent, respectively.
The discount rates used to determine projected benefit obligation at our December 31, 2024 and 2023 measurement dates for the U.S. qualified plan were 5.60 percent and 4.97 percent, respectively.
A one-half percent increase in the assumed discount rate would have decreased pension and other postretirement benefit obligations by $42.4 million and $43.5 million at December 31, 2023 and 2022, respectively, and increased pension and other postretirement benefit costs by $0.5 million, $0.1 million and $0.4 million for 2023, 2022 and 2021, respectively.
A one-half percent increase in the assumed discount rate would have decreased pension and other postretirement benefit obligations by $36.4 million and $42.4 million at December 31, 2024 and 2023, respectively, and increased pension and other postretirement benefit costs by $0.3 million, $0.5 million and $0.1 million for 2024, 2023 and 2022, respectively.
Additionally, the 2022 and 2021 period includes the effects of the unfavorable contracts amortization of approximately $82 million and $103 million, respectively. The contract expired during the fourth quarter of 2022. (7) See Note 8 to the consolidated financial statements included within this Form 10-K for further details.
Additionally, the 2022 period includes the effects of the unfavorable contracts amortization of approximately $82 million. The contract expired during the fourth quarter of 2022. (7) See Note 7 to the consolidated financial statements included within this Form 10-K for further details.
In cases where it is possible, we have recorded a specific liability within our Reserve for Discontinued Operations. Refer to Note 10 to the consolidated financial statements included within this Form 10-K for further details. Taxes, Pension, Environmental, and Other Discontinued Liabilities As of December 31, 2023, the liability for uncertain tax positions was $62.4 million.
In cases where it is possible, we have recorded a specific liability within our Reserve for Discontinued Operations. Refer to Note 9 to the consolidated financial statements included within this Form 10-K for further details. Taxes, Pension, Environmental, and Other Discontinued Liabilities As of December 31, 2024, the liability for uncertain tax positions was $58.3 million.
Our long-term rate of return for the fiscal year ended December 31, 2023, 2022 and 2021 was 4.75 percent, 2.50 percent and 2.25 percent, respectively. For the sensitivity of our pension costs to incremental changes in assumptions see our discussion below. Sensitivity analysis related to key pension and postretirement benefit assumptions.
Our long-term rate of return for the fiscal year ended December 31, 2024, 2023 and 2022 was 4.50 percent, 4.75 percent and 2.50 percent, respectively. 46 Table of Contents For the sensitivity of our pension costs to incremental changes in assumptions see our discussion below. Sensitivity analysis related to key pension and postretirement benefit assumptions.
FMC has committed to investing 100 percent of our research and development pipeline budget to developing sustainable products and solutions. We are improving existing products and developing new platforms and technologies that help mitigate impacts of climate change. These opportunities could lead to new products and services for our existing and potential customers.
FMC has committed to investing 100 percent of our research and development pipeline budget to developing sustainably advantaged products and solutions. 42 Table of Contents We are improving existing products and developing new platforms and technologies that help mitigate impacts of climate change. These opportunities could lead to new products and services for our existing and potential customers.
A one-half percent decrease in the assumed discount rate would have increased pension and other postretirement benefit obligations by $46.1 million and $47 million at December 31, 2023 and 2022, respectively, and decreased pension and other postretirement benefit costs by $0.1 million in 2023, zero in 2022, and $0.4 million in 2021.
A one-half percent decrease in the assumed discount rate would have increased pension and other postretirement benefit obligations by $39.1 million and $46.1 million at December 31, 2024 and 2023, respectively, and decreased pension and other postretirement benefit costs by $0.2 million in 2024, $0.1 million in 2023, and zero in 2022.
See Note 12 to the consolidated financial statements included within this Form 10-K for more information on our indefinite reinvestment assertion. Outstanding debt At December 31, 2023, we had total debt of $3,957.6 million as compared to $3,274.0 million at December 31, 2022.
See Note 11 to the consolidated financial statements included within this Form 10-K for more information on our indefinite reinvestment assertion. Outstanding debt At December 31, 2024, we had total debt of $3,365.3 million as compared to $3,957.6 million at December 31, 2023.
Cash required by operating activities of discontinued operations in 2023 is directly related to environmental spending of $54.5 million as well as $31.6 million for other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings, collectively. 2022 and 2021 spending were of a similar nature.
Cash required by operating activities of discontinued operations in 2024 is directly related to environmental spending of $52.1 million as well as $13.5 million for other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings, collectively. 2023 and 2022 spending were of a similar nature.
We believe our strong financial standing and credit ratings will ensure adequate access to the debt capital markets on favorable conditions. Information involving our material cash requirements is detailed below. Cash Cash and cash equivalents at December 31, 2023 and 2022, were $302.4 million and $572.0 million, respectively.
We believe our solid financial standing and credit ratings will ensure adequate access to the debt capital markets on favorable conditions. Information involving our material cash requirements is detailed below. Cash Cash and cash equivalents at December 31, 2024 and 2023, were $357.3 million and $302.4 million, respectively.
The tax incentives were awarded for the Company’s commitment to invest in additional headcount and transfer significant intellectual property, which is planned for 2024, as well as commitment to establish a new global technology and innovation center in Switzerland.
The tax incentives were awarded for the Company’s commitment to invest in additional headcount and transfer significant intellectual property as well as establishing a new global technology and innovation center in Switzerland.
This yield-curve, when populated with projected cash flows that represent the expected timing and amount of our plans' benefit payments, produced an effective discount rate of 4.97 percent for our U.S. qualified plan, 4.78 percent for our U.S. nonqualified, and 4.83 percent for our U.S. other postretirement benefit plans.
This yield-curve, when populated with projected cash flows that represent the expected timing and amount of our plans' benefit payments, produced an effective discount rate of 5.60 percent for our U.S. qualified plan, 5.31 percent for our U.S. nonqualified, and 5.40 percent for our U.S. other postretirement benefit plans.
EMEA: Revenue decreased approximately 14 percent, or approximately 10 percent organically, versus the prior year period as a result of the decline in volumes due to a channel destocking as well as adverse weather conditions in the region partially offset by positive pricing actions and strong diamides sales in the region.
EMEA: Revenue decreased approximately 14 percent, or approximately 10 percent organically, versus the prior year period as a result of the decline in volumes due to a channel destocking as well as adverse weather conditions in the region partially offset by positive pricing actions and strong diamides sales in the region. 30 Table of Contents Asia: Revenue decreased approximately 21 percent, or approximately 16 percent organically, versus the prior year period caused by channel destocking during the period resulting in a decline in volumes during the period.
See our discussion under 2024 Cash Flow Outlook in the Free Cash Flow section within this Form 10-K for information on these liabilities and the related expected payments in 2024. Derivatives At times we can be in a derivative liability position that can require future cash obligations.
See our discussion under 2025 Cash Flow Outlook in the Free Cash Flow section within this Form 10-K for information on these liabilities and the related expected payments in 2025. Derivatives At times we can be in a derivative liability position that can require future cash obligations. However, as of December 31, 2024, we had no such obligations.
As noted in the section titled "Results of Operations," we expect to incur approximately $180 to $215 million of pre-tax restructuring charges in total over the life of the program, which includes $80 to $90 million of non-cash asset write-off charges.
As previously noted in the section titled "Results of Operations," we expect to incur approximately $375 million to $425 million of pre-tax restructuring charges in total over the life of the program, which includes $90 to $100 million of non-cash asset write-off charges.
Additionally, the Taskforce for Nature-Related Financial Disclosures (“TNFD”) has outlined recommendations for companies to identify and disclose nature-related impacts and dependencies. FMC is a supporter of TNFD and is in the process of evaluating the adoption of TNFD recommendations. Appropriate updates will be included in our annual sustainability report and CDP submissions.
Additionally, the Taskforce for Nature-Related Financial Disclosures (“TNFD”) has outlined recommendations for companies to identify and disclose nature-related impacts and dependencies. FMC is an early adopter of TNFD and appropriate updates will be included in our annual sustainability report and CDP submissions.
GAAP outlook is provided. 25 Table of Contents Results of Operations — 2023, 2022 and 2021 Overview The following charts provide a reconciliation of adjusted EBITDA, adjusted earnings and organic revenue growth, all of which are Non-GAAP financial measures, from the most directly comparable GAAP measure.
GAAP outlook is provided. 26 Table of Contents Results of Operations — 2024, 2023 and 2022 Overview The following charts provide a reconciliation of adjusted EBITDA, adjusted earnings, organic revenue growth and return on invested capital ("ROIC"), all of which are Non-GAAP financial measures, from the most directly comparable GAAP measure.
See Note 10 to the consolidated financial statements included within this Form 10-K for additional details on our discontinued operations. 32 Table of Contents 2023 vs. 2022 Discontinued operations, net of income taxes represented a loss of $98.5 million in 2023 compared to a loss of $97.2 million in 2022.
See Note 9 to the consolidated financial statements included within this Form 10-K for additional details on our discontinued operations. 34 Table of Contents 2024 vs. 2023 Discontinued operations, net of income taxes represented a loss of $61.8 million in 2024 compared to a loss of $98.5 million in 2023.
Cash provided (required) by operating activities of discontinued operations was $(86.1) million, $(77.6) million and $(78.5) million for 2023, 2022 and 2021, respectively.
Cash provided (required) by operating activities of discontinued operations was $(65.6) million, $(86.1) million and $(77.6) million for 2024, 2023 and 2022, respectively.
Results of this analysis are integrated in our enterprise risk management process, long-term business strategy, and are used to determine where strategic capital could be deployed to address risks and opportunities. Risks identified in Item 1A are aligned with the TCFD requirements.
Results of this analysis are integrated in our Climate Transition Plan including our enterprise risk management process, long-term business strategy, and are used to evaluate where strategic capital could be deployed to address risks and opportunities. Risks identified in Item 1A in this Form 10-K are aligned with the TCFD requirements.
(in Millions) Year ended December 31, 2023 2022 2021 Income (loss) from continuing operations before equity in (earnings) loss of affiliates, non-operating pension expense postretirement charges, interest expense, net and income taxes (GAAP) $ 555.6 $ 1,144.3 $ 1,034.5 Restructuring and other charges (income), transaction-related charges and depreciation and amortization 396.6 262.5 279.3 Operating income before depreciation and amortization $ 952.2 $ 1,406.8 $ 1,313.8 Change in trade receivables, net (1) 192.4 (443.9) (241.1) Change in guarantees of vendor financing (72.4) (64.2) 65.6 Change in advance payments from customers (2) (199.1) 52.1 283.6 Change in accrued customer rebates (3) 16.0 69.6 108.7 Change in inventories (4) (72.8) (182.3) (320.7) Change in accounts payable (5) (626.0) 165.3 144.4 Change in all other operating assets and liabilities (6) (13.7) (10.3) (77.6) Restructuring and other spending (7) (30.3) (35.2) (34.7) Environmental spending, continuing, net of recoveries (8) (34.5) (26.9) (63.6) Pension and other postretirement benefit contributions (9) (2.4) (4.5) (5.3) Net interest payments (10) (229.6) (144.0) (125.8) Tax payments, net of refunds (11) (180.1) (122.0) (139.2) Transaction and integration costs (12) — (0.5) (9.5) Cash provided (required) by operating activities of continuing operations (GAAP) $ (300.3) $ 660.0 $ 898.6 ____________________ (1) The change in trade receivables in all periods include the impacts of seasonality and the receivable build intrinsic in our business.
(in Millions) Year ended December 31, 2024 2023 2022 Income from continuing operations before non-operating pension and postretirement charges (income), interest expense, net and income taxes (GAAP) $ 506.5 $ 555.6 $ 1,144.3 Restructuring and other charges (income), transaction-related charges and depreciation and amortization 396.1 396.6 262.5 Change in trade receivables, net (1) (348.8) 192.4 (443.9) Change in guarantees of vendor financing 15.9 (72.4) (64.2) Change in advance payments from customers (2) (26.5) (199.1) 52.1 Change in accrued customer rebates (3) 30.7 16.0 69.6 Change in inventories (4) 475.8 (72.8) (182.3) Change in accounts payable (5) 171.7 (626.0) 165.3 Change in all other operating assets and liabilities (6) 74.7 (13.7) (10.3) Restructuring and other spending (7) (130.0) (30.3) (35.2) Environmental spending, continuing, net of recoveries (8) (35.4) (34.5) (26.9) Pension and other postretirement benefit contributions (9) (5.5) (2.4) (4.5) Net interest payments (10) (232.2) (229.6) (144.0) Tax payments, net of refunds (11) (156.3) (180.1) (122.0) Transaction and integration costs (12) — — (0.5) Cash provided (required) by operating activities of continuing operations (GAAP) $ 736.7 $ (300.3) $ 660.0 ____________________ (1) The change in trade receivables in all periods include the impacts of seasonality and the receivable build intrinsic in our business.
The effect of the change in the discount rate used to determine net annual benefit cost (income) from 2.84 percent at December 31, 2022 to 5.16 percent at December 31, 2023 resulted in a $5.7 million increase to the 2023 U.S. qualified pension expense.
The effect of the change in the discount rate used to determine net annual benefit cost (income) from 5.16 percent at December 31, 2023 to 4.97 percent at December 31, 2024 resulted in a $0.3 million increase to the 2024 U.S. qualified pension expense.
Gross margin 2023 vs. 2022 Gross margin of $1,831.0 million decreased by $495.8 million, or approximately 21 percent versus the prior year period resulting from a 29 percent decrease in volumes caused by a significant channel destocking partially offset by a 10 percent increase due to positive input cost improvement.
Gross margin percent of approximately 38.8 percent slightly decreased from approximately 40.8 percent in the prior year period driven by higher unabsorbed fixed costs as well as registration removals during the period. 2023 vs. 2022 Gross margin of $1,831.0 million decreased by $495.8 million, or approximately 21 percent versus the prior year period resulting from a 29 percent decrease in volumes caused by a significant channel destocking partially offset by a 10 percent increase due to positive input cost improvement.
Total debt included $3,023.6 million and $2,733.2 million of long-term debt (excluding current portions of $96.5 million and $88.5 million) at December 31, 2023 and 2022, respectively. Our short-term debt consists of foreign borrowings and borrowings under our commercial paper program.
Total debt included $3,027.9 million and $3,023.6 million of long-term debt (excluding current portions of $76.1 million and $96.5 million) at December 31, 2024 and 2023, respectively. Our short-term debt consists of foreign borrowings and borrowings under our commercial paper program.
Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors.
Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors. Contingencies See Note 19 to our consolidated financial statements included within this Form 10-K.
Pension We do not expect to make any voluntary cash contributions to our U.S. qualified defined benefit pension plan in 2024. The plan is slightly overfunded and our portfolio is comprised of 100 percent fixed income securities and cash.
Key cash requirements included in cash provided by operating activities of continuing operations Pension We do not expect to make any voluntary cash contributions to our U.S. qualified defined benefit pension plan in 2025. The plan is slightly overfunded and our portfolio is comprised of 100 percent fixed income securities and cash.
Foreign borrowings increased from $81.8 million at December 31, 2022 to $98.0 million at December 31, 2023 while outstanding commercial paper increased from $370.5 million at December 31, 2022 to $739.5 million at December 31, 2023. We provide parent-company guarantees to lending institutions providing credit to our foreign subsidiaries.
Foreign borrowings increased from $98.0 million at December 31, 2023 to $135.7 million at December 31, 2024 while outstanding commercial paper decreased from $739.5 million at December 31, 2023 to $125.6 million at December 31, 2024. We provide parent-company guarantees to lending institutions providing credit to our foreign subsidiaries.
The effect of the change in the discount rate from 5.16 percent to 4.97 percent at December 31, 2023 resulted in a $16.8 million increase to our U.S. qualified pension benefit obligations.
The effect of the change in the discount rate from 4.97 percent to 5.60 percent at December 31, 2024 resulted in a $52.1 million decrease to our U.S. qualified pension benefit obligations.
(in Millions) Year Ended December 31, 2023 2022 2021 Revenue $ 4,486.8 $ 5,802.3 $ 5,045.2 Costs and Expenses Costs of sales and services 2,655.8 3,475.5 2,883.9 Gross Margin $ 1,831.0 $ 2,326.8 $ 2,161.3 Selling, general and administrative expenses 734.3 775.2 714.1 Research and development expenses 328.8 314.2 304.7 Restructuring and other charges (income) 212.3 93.1 108.0 Total costs and expenses $ 3,931.2 $ 4,658.0 $ 4,010.7 Income from continuing operations before non-operating pension and postretirement charges (income), interest income, interest expense, and provision for income taxes (1) $ 555.6 $ 1,144.3 $ 1,034.5 Non-operating pension and postretirement charges (income) 18.2 8.6 5.6 Interest expense, net 237.2 151.8 131.1 Income (loss) from continuing operations before income taxes $ 300.2 $ 983.9 $ 897.8 Provision (benefit) for income taxes (1,119.3) 145.2 92.5 Income (loss) from continuing operations $ 1,419.5 $ 838.7 $ 805.3 Discontinued operations, net of income taxes (98.5) (97.2) (68.2) Net income (loss) (GAAP) $ 1,321.0 $ 741.5 $ 737.1 Adjustments to arrive at Adjusted EBITDA (Non-GAAP): Corporate special charges (income): Restructuring and other charges (income) (3) $ 238.1 $ 93.1 $ 108.0 Non-operating pension and postretirement charges (income) (4) 18.2 8.6 5.6 Transaction-related charges (5) — — 0.4 Discontinued operations, net of income taxes 98.5 97.2 68.2 Interest expense, net 237.2 151.8 131.1 Depreciation and amortization 184.3 169.4 170.9 Provision (benefit) for income taxes (1,119.3) 145.2 92.5 Adjusted EBITDA (Non-GAAP) (2) $ 978.0 $ 1,406.8 $ 1,313.8 ____________________ (1) Referred to as operating profit. 26 Table of Contents (2) Adjusted EBITDA is defined as operating profit excluding corporate special charges (income) and depreciation and amortization expense.
(in Millions) Year Ended December 31, 2024 2023 2022 Revenue $ 4,246.1 $ 4,486.8 $ 5,802.3 Costs and Expenses Costs of sales and services 2,597.2 2,655.8 3,475.5 Gross Margin $ 1,648.9 $ 1,831.0 $ 2,326.8 Selling, general and administrative expenses 644.6 734.3 775.2 Research and development expenses 278.0 328.8 314.2 Restructuring and other charges (income) 219.8 212.3 93.1 Total costs and expenses $ 3,739.6 $ 3,931.2 $ 4,658.0 Income from continuing operations before non-operating pension and postretirement charges (income), interest expense, net and income taxes (1) $ 506.5 $ 555.6 $ 1,144.3 Non-operating pension and postretirement charges (income) 18.2 18.2 8.6 Interest expense, net 235.8 237.2 151.8 Income (loss) from continuing operations before income taxes $ 252.5 $ 300.2 $ 983.9 Provision (benefit) for income taxes (150.9) (1,119.3) 145.2 Income (loss) from continuing operations $ 403.4 $ 1,419.5 $ 838.7 Discontinued operations, net of income taxes (61.8) (98.5) (97.2) Net income (loss) (GAAP) $ 341.6 $ 1,321.0 $ 741.5 Adjustments to arrive at Adjusted EBITDA (Non-GAAP): Corporate special charges (income): Restructuring and other charges (income) (3) $ 219.8 $ 238.1 $ 93.1 Non-operating pension and postretirement charges (income) (4) 18.2 18.2 8.6 Discontinued operations, net of income taxes 61.8 98.5 97.2 Interest expense, net 235.8 237.2 151.8 Depreciation and amortization 176.3 184.3 169.4 Provision (benefit) for income taxes (150.9) (1,119.3) 145.2 Adjusted EBITDA (Non-GAAP) (2) $ 902.6 $ 978.0 $ 1,406.8 ____________________ (1) Referred to as operating profit. 27 Table of Contents (2) Adjusted EBITDA is defined as operating profit excluding corporate special charges (income) and depreciation and amortization expense.
The change in cash provided by financing activities in 2023 is primarily due to higher commercial paper balances and an increase in short term foreign borrowings as well as the proceeds from the Senior Notes.
There were no share repurchases during 2024 under the publicly announced program. The change in cash provided by financing activities in 2023 is primarily due to higher commercial paper balances and an increase in short term foreign borrowings as well as the proceeds from the Senior Notes.
In connection with certain of our property and asset sales and divestitures, we have agreed to indemnify the buyer for certain liabilities, including environmental contamination and taxes that occurred prior to the date of sale.
Our expectation is that future payment or performance related to the non-performance of others is considered unlikely. In connection with certain of our property and asset sales and divestitures, we have agreed to indemnify the buyer for certain liabilities, including environmental contamination and taxes that occurred prior to the date of sale.
Provision for income taxes for 2022 was expense of $145.2 million resulting in an effective tax rate of 14.8 percent. Provision for income taxes for 2021 was expense of $92.5 million resulting in an effective tax rate of 10.3 percent.
Income tax provision for 2022 was $145.2 million resulting in an effective tax rate of 14.8 percent.
The increase in research and development expenditures is related to continued investment in our new active ingredient pipeline, including our recently acquired pheromones business, as well as inflation and labor cost increases.
The increase in research and development expenditures is related to continued investment in our new active ingredient pipeline, including our recently acquired pheromones business, as well as inflation and labor cost increases. However, inflation conditions improved in the second half of the year indicating the peak of inflationary headwinds.
Included within the estimated charges are costs needed to transition various activities to Switzerland in order to realize the benefits associated with the recently awarded tax incentives of approximately $1.4 billion granted to the Company’s Swiss subsidiaries. The estimate also includes, but is not limited to, employee severance and related benefit costs, and consulting and other professional service fees.
The estimate also includes, but is not limited to, costs needed to transition various activities to Switzerland in order to realize the benefits associated with recently awarded tax incentives, employee severance and related benefit costs, and consulting and other professional service fees.
Corporate special charges (income) Restructuring and other charges (income) Our restructuring and other charges (income) are comprised of restructuring, assets disposals and other charges (income) as described below: Year Ended December 31, (in Millions) 2023 2022 2021 Restructuring charges $ 48.4 $ (26.1) $ 41.1 Other charges (income), net 163.9 119.2 66.9 Total restructuring and other charges (income) (1) $ 212.3 $ 93.1 $ 108.0 _______________ (1) See Note 8 to the consolidated financial statements included in this Form 10-K for more information. 30 Table of Contents 2023 Restructuring and other charges (income) includes $40.1 million of severance and employee separation costs and $5.4 million of provider costs associated with the Project Focus restructuring initiative.
Corporate special charges (income) Restructuring and other charges (income) Our restructuring and other charges (income) are comprised of restructuring, assets disposals and other charges (income) as described below: Year Ended December 31, (in Millions) 2024 2023 2022 Restructuring charges $ 303.0 $ 48.4 $ (26.1) Other charges (income), net (83.2) 163.9 119.2 Total restructuring and other charges (income) (1) $ 219.8 $ 212.3 $ 93.1 _______________ (1) See Note 7 to the consolidated financial statements included in this Form 10-K for more information. 2024 Restructuring and other charges (income) primarily includes restructuring charges incurred in connection with the Project Focus initiative.
In connection with Project Focus, the Company expects to incur pre-tax restructuring charges in the range of approximately $180 to $215 million, inclusive of charges incurred during 2023.
In connection with Project Focus, the Company expects to incur pre-tax restructuring charges in the range of approximately $375 million to $425 million, inclusive of charges incurred during 2024 as well as $45.5 million of charges incurred in 2023.
The spending is mainly driven by investments for our new products. Expenditures related to contract manufacturers are included within "other investing activities". Legacy and transformation Projected 2024 legacy and transformation spending are expected to be in the range of approximately $155 million to $165 million.
Capital additions and other investing activities Projected 2025 capital expenditures and expenditures related to contract manufacturers are expected to be in the range of approximately $105 million to $115 million. The spending is mainly driven by investments for our new products.
(3) These rebates are primarily associated within North America, and to a lesser extent Brazil, and in North America generally settle in the fourth quarter of each year given the end of the respective crop cycle.
The change in 2022 was related to higher overall payments received primarily due to strong North America seasons in both years. (3) These rebates are primarily associated within North America, and to a lesser extent Brazil, and in North America generally settle in the fourth quarter of each year given the end of the respective crop cycle.
During the three months ended December 31, 2023, the Company’s Swiss subsidiaries were granted ten-year tax incentives effective for 2023 and retroactively for 2021 and 2022.
The primary drivers for the fluctuations in the effective tax rate for each period are provided in the table above. During the three months ended December 31, 2023, the Company’s Swiss subsidiaries were granted ten-year tax incentives effective for 2023 and retroactively for 2021 and 2022.
Additionally, similar devaluation actions in Argentina and Pakistan during previous quarters resulted in $11.8 million of currency related charges. Other charges (income) also includes $13.0 million in charges primarily resulting from the third quarter acquisition of in-process research and development assets that do not meet the criteria for capitalization.
Other charges (income) also includes $13.0 million in charges primarily resulting from the third quarter acquisition of in-process research and development assets that do not meet the criteria for capitalization.
The decrease in selling, general and administrative expenses is a result of the operating cost mitigation actions we undertook beginning in the latter half second quarter in response to the volume pressures. 2022 vs. 2021 Selling, general and administrative expenses of $775.2 million increased by $61.1 million, or approximately 9 percent versus the prior year period.
The decrease in selling, general and administrative expenses is a result of the operating cost mitigation actions we undertook beginning in the latter half second quarter in response to the volume pressures. Research and development expenses 2024 vs. 2023 Research and development expenses of $278.0 million decreased by $50.8 million, or approximately 15 percent versus the prior year period.
(4) Our non-operating pension and postretirement charges (income) are defined as those costs (benefits) related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements.
(3) See Note 7 to the consolidated financial statements included within this Form 10-K for details of restructuring and other charges (income). (4) Our non-operating pension and postretirement charges (income) are defined as those costs (benefits) related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements.
GAAP and require management to make estimates and judgments on certain matters. We base our estimates and judgments on historical experience, current conditions and other reasonable factors.
We base our estimates and judgments on historical experience, current conditions and other reasonable factors.
The assets and liabilities of acquired businesses are measured at their estimated fair values at the dates of acquisition. The excess of the purchase price over the estimated fair value of the net assets acquired, including identified intangibles, is recorded as goodwill.
The excess of the purchase price over the estimated fair value of the net assets acquired, including identified intangibles, is recorded as goodwill.
Our commercial paper program allows us to borrow at rates generally more favorable than those available under our credit facility. At December 31, 2023, we had $739.5 million borrowings outstanding under the commercial paper program at an average borrowing rate of 6.11 percent. Our commercial paper balances fluctuate from year to year depending on working capital needs.
At December 31, 2024, we had $125.6 million borrowings outstanding under the commercial paper program at an average borrowing rate of 5 percent. Our commercial paper balances fluctuate from year to year depending on working capital needs.
FMC is closely following regulatory developments, and the cost of complying with future global regulations, including reporting requirements and green taxes, is difficult to estimate at this time. See Item IA.
FMC is closely following regulatory developments, and the cost of complying with global regulations, including reporting requirements and green taxes, is difficult to estimate at this time. See Item IA. Risk Factors within this Form 10-K for additional considerations related to risks of climate change and sustainability.
We plan to meet our liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility. At December 31, 2023 our remaining borrowing capacity under our credit facility was $1,009.0 million. We expect 2024 free cash flow (Non-GAAP) to fall within a range of approximately $400 million to $600 million.
We plan to meet our liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility. At December 31, 2024 our remaining borrowing capacity under our credit facility was $1,664.3 million.
(9) There were no voluntary contributions to our U.S. qualified defined benefit plan, which is slightly over funded, in 2023, 2022 and 2021. (10) Interest payments were higher during 2023 largely due to higher interest rates and, to a lesser extent, higher debt balances in our portfolio.
(9) There were no voluntary contributions to our U.S. qualified defined benefit plan, which is slightly over funded, in 2024, 2023 and 2022. (10) Interest payments were consistent in 2024 as compared to 2023. Interest payments were higher during 2023 compared to 2022 largely due to the timing of interest payments as well as higher commercial paper rates.
(8) Included in our results for each of the years presented are environmental charges for environmental remediation of $66.9 million, $34.7 million and $27.1 million, respectively. The amounts in 2023 will be spent in future years. The amounts represent environmental remediation spending which were recorded against pre-existing reserves, net of recoveries.
(8) In addition to the environmental cash spend presented in the table above, our results for each of the years presented also include environmental charges for environmental remediation of $74.7 million, $66.9 million and $34.7 million, respectively. The amounts represent environmental remediation spending which were recorded against pre-existing reserves, net of recoveries.
Other charges (income) is primarily comprised of $76.8 million in exit charges related to our decision to cease operations and business in Russia.
Other charges (income) is primarily comprised of $76.8 million in exit charges related to our decision to cease operations and business in Russia. Additional charges of $42.4 million relate primarily to environmental charges, which were impacted by higher inflation rates.
Recoveries are recorded as either an offset in "Environmental liabilities, continuing and discontinued" or as "Other assets" in our consolidated balance sheets in accordance with U.S. accounting literature.
Recoveries are recorded as either an offset in "Environmental liabilities, continuing and discontinued" or as "Other assets" in our consolidated balance sheets in accordance with U.S. accounting literature. See Note 10 to our consolidated financial statements included within this Form 10-K for changes in estimates associated with our environmental obligations.
FMC details the business risks and opportunities we have due to climate change and its impacts in our CDP climate change and water security reports and has been recognized as a leader in climate disclosures. Even as we take action to minimize the release of GHG emissions, additional warming is anticipated.
Additionally, FMC has been reporting its GHG emissions, water use, and sustainability strategy to CDP since 2016 and has been recognized as a leader in climate disclosures. Even as we take action to minimize the release of GHG emissions, additional warming is anticipated.
Provisions for environmental costs are reflected in income, net of probable and estimable recoveries from named Potentially Responsible Parties ("PRPs") or other third parties. See Note 11 to the consolidated financial statements included within this Form 10-K for further information. All other environmental provisions incorporate inflation and are not discounted to their present value.
See Note 10 to the consolidated financial statements included within this Form 10-K for further information. All other environmental provisions incorporate inflation and are not discounted to their present value.
Capital expenditures in 2022 increased due to spending directed towards capacity expansion. This usage of cash was offset by the proceeds received on the disposition of land on a previously shutdown manufacturing facility. Cash required in 2021 is primarily due to capital expenditures and spending related to our contract manufacturing arrangements.
Capital expenditures in 2022 increased due to spending directed towards capacity expansion. This usage of cash was offset by the proceeds received on the disposition of land on a previously shutdown manufacturing facility. Cash provided (required) by financing activities was $(870.1) million, $331.5 million and $(237.4) million in 2024, 2023 and 2022, respectively.
Selling, general and administrative expenses 2023 vs. 2022 Selling, general and administrative expenses of $734.3 million decreased by $40.9 million, or approximately 5 percent versus the prior year period.
Selling, general and administrative expenses 2024 vs. 2023 Selling, general and administrative expenses of $644.6 million decreased by $89.7 million, or approximately 12 percent versus the prior year period.
The majority of the minimum obligations under these contracts are take-or-pay commitments over the life of the contract and not a year by year take-or-pay, and as such, the obligations related to these types of contacts are presented in the earliest period in which the minimum obligation could be payable under these types of contracts.
The majority of the minimum obligations under these contracts are take-or-pay commitments over the life of the contract and not a year by year take-or-pay, and as such, the obligations related to these types of contacts are presented in the earliest period in which the minimum obligation could be payable under these types of contracts. 37 Table of Contents Statement of Cash Flows Cash provided (required) by operating activities was $736.7 million, $(300.3) million and $660.0 million for 2024, 2023 and 2022, respectively.
We have reviewed these accounting policies, identifying those that we believe to be critical to the preparation and understanding of our consolidated financial statements. We have reviewed these critical accounting policies with the Audit Committee of the Board of Directors. Critical accounting policies are central to our presentation of results of operations and financial condition in accordance with U.S.
We have reviewed these critical accounting policies with the Audit Committee of the Board of Directors. Critical accounting policies are central to our presentation of results of operations and financial condition in accordance with U.S. GAAP and require management to make estimates and judgments on certain matters.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−3 removed6 unchanged
Biggest changeIn these agreements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated on an agreed-upon notional principal amount. As of December 31, 2023, we had no outstanding interest rate swap contracts.
Biggest changeIn these agreements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated on an agreed-upon notional principal amount. As of December 31, 2024 and 2023, we had no outstanding interest rate swap contracts, and as a result, there was no sensitivity analysis performed over interest rate risk for the periods presented.
To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at December 31, 2023 and 2022, with all other variables (including interest rates) held constant. Hedged Currency vs.
To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at December 31, 2024 and 2023, with all other variables (including interest rates) held constant. Hedged Currency vs.
Based on the variable-rate debt in our debt portfolio at December 31, 2023, a one percentage point increase in interest rates would have increased gross interest expense by $8.4 million and a one percentage point decrease in interest rates would have decreased gross interest expense by $8.4 million for the year ended December 31, 2023. 47 Table of Contents
Based on the variable-rate debt in our debt portfolio at December 31, 2024, a one percentage point increase in interest rates would have increased gross interest expense by $2.6 million and a one percentage point decrease in interest rates would have decreased gross interest expense by $2.6 million for the year ended December 31, 2024. 48 Table of Contents
Functional Currency (in Millions) Net Asset / (Liability) Position on Consolidated Balance Sheets Net Asset / (Liability) Position with 10% Strengthening Net Asset / (Liability) Position with 10% Weakening Net asset/(liability) position at December 31, 2023 $ (11.4) $ 34.4 $ (56.2) Net asset/(liability) position at December 31, 2022 (17.0) 45.9 (79.7) Interest Rate Risk One of the strategies that we can use to manage interest rate exposure is to enter into interest rate swap agreements.
Functional Currency (in Millions) Net Asset / (Liability) Position on Consolidated Balance Sheets Net Asset / (Liability) Position with 10% Strengthening Net Asset / (Liability) Position with 10% Weakening Net asset/(liability) position at December 31, 2024 $ 34.1 $ 50.8 $ (8.2) Net asset/(liability) position at December 31, 2023 (11.4) 34.4 (56.2) Interest Rate Risk One of the strategies that we can use to manage interest rate exposure is to enter into interest rate swap agreements.
The variable-rate component of our debt portfolio principally consists of borrowings under our Credit Facility, commercial paper program, and amounts outstanding under foreign subsidiary credit lines. Changes in interest rates affect different portions of our variable-rate debt portfolio in different ways.
Our debt portfolio at December 31, 2024 is composed of 92 percent fixed-rate debt and 8 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of borrowings under our Credit Facility, commercial paper program, and amounts outstanding under foreign subsidiary credit lines. Changes in interest rates affect different portions of our variable-rate debt portfolio in different ways.
At December 31, 2023, our net financial instrument position was a net liability of $11.4 million compared to a net liability of $4.6 million at December 31, 2022. The change in the net financial instrument position was primarily due to fluctuations in our foreign exchange portfolios as well as the lack of outstanding interest rate swap contracts.
At December 31, 2024, our net financial instrument position was a net asset of $34.1 million compared to a net liability of $11.4 million at December 31, 2023. The change in the net financial instrument position was primarily due to fluctuations in our foreign exchange portfolios.
Removed
To analyze the effects of changing interest rates, we have performed a sensitivity analysis in which we assume an instantaneous one percent change in the interest rates from their levels at December 31, 2022, with all other variables held constant.
Removed
As a result of having no outstanding interest rate swaps at December 31, 2023, there was no sensitivity analysis performed over interest rate risk for that period.
Removed
(in Millions) Net Asset / (Liability) Position on Consolidated Balance Sheets 1% Increase 1% Decrease Net asset/(liability) position at December 31, 2023 $ — $ — $ — Net asset/(liability) position at December 31, 2022 12.4 33.4 (8.6) Our debt portfolio at December 31, 2023 is composed of 79 percent fixed-rate debt and 21 percent variable-rate debt.

Other FMC 10-K year-over-year comparisons