Published: 2022-02-25 00:00:00 ET

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Nature of operations. We are 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. We operate in a single distinct business segment and develop, market and sell all three major classes of crop protection chemicals: insecticides, herbicides and fungicides, as well as biologicals, crop nutrition, seed treatment, which we group as plant health, and digital and precision agriculture. These products are used in agriculture to enhance crop yield and quality by controlling a broad spectrum of insects, weeds and disease, as well as in non-agricultural markets for pest control.

COVID-19. Given the COVID pandemic, many countries, including the United States, subsequently imposed restrictions on both travel and business closures in an effort to mitigate the spread of COVID. As an agricultural sciences company, we are considered an "essential" industry in the countries in which we operate and have avoided significant plant closures and all our manufacturing facilities and distribution warehouses are operational. The extent to which COVID will continue to impact us will depend on future developments, many of which remain uncertain and cannot be predicted with confidence, including the duration of the pandemic, further actions to be taken to contain the pandemic or mitigate its impact, and the extent of the direct and indirect economic effects of the pandemic and containment measures, among others.

Basis of consolidation and basis of presentation. The accompanying consolidated financial statements of FMC Corporation and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Our consolidated financial statements include the accounts of FMC and all entities that we directly or indirectly control. All significant intercompany accounts and transactions are eliminated in consolidation.

Certain prior year amounts have been reclassified to conform to current year's presentation.

Estimates and assumptions. In preparing the financial statements in conformity with U.S. GAAP we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results are likely to differ from those estimates, but we do not believe such differences will materially affect our financial position, results of operations or cash flows.

Cash equivalents. We consider investments in all liquid debt instruments with original maturities of 3 months or less to be cash equivalents.

Trade receivables, net of allowance. Trade receivables consist of amounts owed to us from customer sales and are recorded when revenue is recognized. The allowance for trade receivables represents our best estimate of the probable losses associated with potential customer defaults. In developing our allowance for trade receivables, we use a two-stage process which includes calculating a general formula to develop an allowance to appropriately address the uncertainty surrounding collection risk of our entire portfolio and specific allowances for customers where the risk of collection has been reasonably identified either due to liquidity constraints or disputes over contractual terms and conditions.

Our method of calculating the general formula consists of estimating the recoverability of trade receivables based on historical experience, current collection trends, and external business factors such as economic factors, including regional bankruptcy rates, and political factors. Our analysis of trade receivable collection risk is performed quarterly, and the allowance is adjusted accordingly.

We also hold long-term receivables that represent long-term customer receivable balances related to past-due accounts which are not expected to be collected within the current year. Our policy for the review of the allowance for these receivables is consistent with the discussion in the preceding paragraph above on trade receivables. Therefore on an ongoing basis, we continue to evaluate the credit quality of our long-term receivables utilizing aging of receivables, collection experience and write-offs, as well as existing economic conditions, to determine if an additional allowance is necessary.

The allowance for trade receivables was $37.4 million and $27.9 million as of December 31, 2021 and 2020, respectively. The allowance for long-term receivables was $27.7 million and $24.7 million at December 31, 2021 and 2020, respectively. The provision to the allowance for receivables charged against operations was $21.1 million, $4.7 million and $21.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. See Note 10 to the consolidated financial statements included within this Form 10-K for more information.

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Investments. Investments in companies in which our ownership interest is 50 percent or less and in which we exercise significant influence over operating and financial policies are accounted for using the equity method. Under the equity method, original investments are recorded at cost and adjusted by our share of undistributed earnings and losses of these investments. Majority owned investments in which our control is restricted are also accounted for using the equity method. All other investments are carried at their fair values or at cost, as appropriate and are not material to our consolidated financial statements. In June 2020, we launched FMC Ventures, our new venture capital arm targeting strategic investments in start-ups and early-stage companies that are developing and applying emerging technologies in the agricultural industry. The accounting guidance requires these nonmarketable equity securities to be recorded at cost and adjusted to fair value each reporting period. However, the guidance allows for a measurement alternative, which is to record the investment at cost, less impairment, if any, and subsequently adjust for observable price changes. Each reporting period, we review the portfolio for any observable price changes or potential indicators of impairment. At December 31, 2021, our investments made through FMC Ventures individually and in the aggregate are not significant to our financial results.

Inventories. Inventories are stated at the lower of cost or net realizable value. Inventory costs include those costs directly attributable to products before sale, including all manufacturing overhead but excluding distribution costs. All domestic inventories, excluding materials and supplies, are determined on a last-in, first-out ("LIFO") basis and our remaining inventories are recorded on a first-in, first-out ("FIFO") basis. See Note 7 to the consolidated financial statements included within this Form 10-K for more information.

Property, plant and equipment. We record property, plant and equipment, including capitalized interest, at cost. We recognize acquired property, plant and equipment, from acquisitions at its estimated fair value. Depreciation is provided principally on the straight-line basis over the estimated useful lives of the assets (land improvements — 20 years, buildings and building equipment — 15 to 40 years, and machinery and equipment — 3 to 18 years). Gains and losses are reflected in income upon sale or retirement of assets. Expenditures that extend the useful lives of property, plant and equipment or increase productivity are capitalized. Ordinary repairs and maintenance are expensed as incurred through operating expense.

Capitalized interest. We capitalized interest costs of $3.4 million, $3.5 million, and $4.7 million in 2021, 2020, and 2019, respectively. These costs were primarily associated with the construction of certain long-lived assets and have been capitalized as part of the cost of those assets. We amortize capitalized interest over the assets’ estimated useful lives.

Impairments of long-lived assets. We review the recovery of the net book value of long-lived assets whenever events and circumstances indicate that the net book value of an asset may not be recoverable from the estimated undiscounted future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the net book value, we recognize an impairment loss equal to an amount by which the net book value exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Asset retirement obligations. We record asset retirement obligations ("AROs") at fair value at the time the liability is incurred if we can reasonably estimate the settlement date. The associated AROs are capitalized as part of the carrying amount of related long-lived assets. In future periods, the liability is accreted to its present value and the capitalized cost is depreciated over the useful life of the related asset. We also adjust the liability for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate. Upon retirement of the long-lived asset, we either settle the obligation for its recorded amount or incur a gain or loss. 

We have obligations at the majority of our manufacturing facilities in the event of permanent plant shutdown. For certain AROs not already accrued, we have calculated the fair value of these AROs and concluded that the present value of these obligations was inconsequential at December 31, 2021 and 2020.

The carrying amounts for the AROs for the years ended December 31, 2021 and 2020 are $24.2 million and $30.7 million, respectively. These amounts are included in "Accrued and other liabilities" and "Other long-term liabilities" on the consolidated balance sheet.

Restructuring and other charges. We continually perform strategic reviews and assess the return on our business. This sometimes results in a plan to restructure the operations of our business. We record an accrual for severance and other exit costs under the provisions of the relevant accounting guidance.

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Additionally, as part of these restructuring plans, write-downs of long-lived assets may occur. Two types of assets are impacted: assets to be disposed of by sale and assets to be abandoned. Assets to be disposed of by sale are measured at the lower of carrying amount or estimated net proceeds from the sale. Assets to be abandoned with no remaining future service potential are written down to amounts expected to be recovered. The useful life of assets to be abandoned that have a remaining future service potential are adjusted and depreciation is recorded over the adjusted useful life.

Capitalized software. We capitalize the costs of internal use software in accordance with accounting literature which generally requires the capitalization of certain costs incurred to develop or obtain internal use software. We assess the recoverability of capitalized software costs on an ongoing basis and record write-downs to fair value as necessary. We amortize capitalized software costs over expected useful lives ranging from 3 to 10 years. See Note 22 to the consolidated financial statements included within this Form 10-K for the net unamortized computer software balances.

Goodwill and intangible assets. Goodwill and other indefinite life intangible assets are not subject to amortization. Instead, they are subject to at least an annual assessment for impairment by applying a fair value-based test.

We test goodwill and indefinite life intangibles for impairment annually using the criteria prescribed by U.S. GAAP accounting guidance for goodwill and other intangible assets. Based upon our annual impairment assessments conducted in 2021, 2020 and 2019, we did not record any goodwill or intangible asset impairments.

Finite-lived intangible assets consist of primarily customer relationships as well as patents, brands, registration rights, industry licenses, and other intangibles and are generally being amortized over periods of approximately 3 to 20 years. See Note 6 to the consolidated financial statements included within this Form 10-K for additional information on goodwill and intangible assets.

Revenue recognition. We recognize revenue when (or as) we satisfy our performance obligation which is when the customer obtains control of the good or service. Rebates due to customers are accrued as a reduction of revenue in the same period that the related sales are recorded based on the contract terms. Refer to Note 3 to the consolidated financial statements included within this Form 10-K for further details.

We record amounts billed for shipping and handling fees as revenue. 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. 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. Revenue associated with advance payments is recognized as shipments are made and transfer of control to the customer takes place.

Research and development. Research and development costs are expensed as incurred. In-process research and development acquired as part of asset acquisitions, which include license and development agreements, are expensed as incurred and included as a component of "Restructuring and other charges (income)" on the consolidated statements of income (loss).

Income and other taxes. We provide current income taxes on income reported for financial statement purposes adjusted for transactions that do not enter into the computation of income taxes payable. We recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. We have not provided income taxes for other outside basis differences inherent in our investments in subsidiaries because the investments and related unremitted earnings are essentially permanent in duration or we have concluded that no additional tax liability will arise upon disposal or remittance.

Foreign currency. We translate the assets and liabilities of our foreign operations at exchange rates in effect at the balance sheet date. For foreign operations for which the functional currency is not the U.S. dollar we record translation gains and losses as a component of accumulated other comprehensive income (loss) in equity. The foreign operations' income statements are translated at the monthly exchange rates for the period. 

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We record remeasurement gains and losses on monetary assets and liabilities, such as accounts receivables and payables, which are not in the functional currency of the operation. These remeasurement gains and losses are recorded in income as they occur. We generally enter into foreign currency contracts to mitigate the financial risk associated with these transactions.  See "Derivative financial instruments" below and Note 19 to the consolidated financial statements included within this Form 10-K.

Derivative financial instruments. We mitigate certain financial exposures, including currency risk, interest rate risk and to a lesser extent commodity price exposures, through a controlled program of risk management that includes the use of derivative financial instruments. We enter into foreign exchange contracts, including forward and purchased option contracts, to reduce the effects of fluctuating foreign currency exchange rates.

We recognize all derivatives on the balance sheet at fair value. On the date the derivative instrument is entered into, we generally designate the derivative as either a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge) or a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). We record in accumulated other comprehensive income (loss) changes in the fair value of derivatives that are designated as, and meet all the required criteria for, a cash flow hedge. We then reclassify these amounts into earnings as the underlying hedged item affects earnings. We record immediately in earnings changes in the fair value of derivatives that are not designated as cash flow hedges.

We formally document all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes relating derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. We also formally assess, both at the inception of the hedge and throughout its term, whether each derivative is highly effective in offsetting changes in fair value or cash flows of the hedged item. If we determine that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting with respect to that derivative prospectively.

Treasury stock. We record shares of common stock repurchased at cost as treasury stock, resulting in a reduction of stockholders’ equity in the consolidated balance sheets. When the treasury shares are contributed under our employee benefit plans or issued for option exercises, we use a FIFO method for determining cost. The difference between the cost of the shares and the market price at the time of contribution to an employee benefit plan is added to or deducted from the related capital in excess of par value of common stock.

Segment information. We operate as a single business segment providing innovative solutions to growers around the world. The business is supported by global corporate staff functions. The determination of a single segment is consistent with the financial information regularly reviewed by the chief executive officer for purposes of evaluating performance, allocating resources, setting incentive compensation targets and both planning and forecasting future periods. Refer to Note 3 to the consolidated financial statements included within this Form 10-K for further information on product and regional revenues.

Geographic long-lived assets include goodwill and other intangibles, net, property, plant and equipment, net and other non-current assets. Refer to Note 21 to the consolidated financial statements included within this Form 10-K for further details.

Stock compensation plans. We recognize compensation expense in the financial statements for all share options and other equity-based arrangements. Share-based compensation cost is measured at the date of grant, based on the fair value of the award, and is recognized over the employee’s requisite service period. See Note 16 to the consolidated financial statements included within this Form 10-K for further discussion on our share-based compensation.

Environmental obligations. We provide for environmental-related obligations when they are probable and amounts can be reasonably estimated. Where the available information is sufficient to estimate the amount of liability, that estimate has been used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range has been used.

Estimated obligations to remediate sites that involve oversight by the United States Environmental Protection Agency ("EPA"), or similar government agencies, are generally accrued no later than when a Record of Decision ("ROD"), or equivalent, is issued, or upon completion of a Remedial Investigation/Feasibility Study ("RI/FS"), or equivalent, that is submitted by us and the appropriate government agency or agencies. Estimates are reviewed quarterly and, if necessary, adjusted as additional information becomes available. The estimates can change substantially as additional information becomes available regarding

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the nature or extent of site contamination, required remediation methods, and other actions by or against governmental agencies or private parties.

Our environmental liabilities for continuing and discontinued operations are principally for costs associated with the remediation and/or study of sites at which we are alleged to have released hazardous substances into the environment. Such costs principally include, among other items, RI/FS, site remediation, costs of operation and maintenance of the remediation plan, management costs, fees to outside law firms and consultants for work related to the environmental effort, and future monitoring costs. Estimated site liabilities are determined based upon existing remediation laws and technologies, specific site consultants’ engineering studies or by extrapolating experience with environmental issues at comparable sites.

Included in our environmental liabilities are costs for the operation, maintenance and monitoring ("OM&M") of site remediation plans. Such reserves are based on our best estimates for these OM&M plans. Over time we may incur OM&M costs in excess of these reserves. However, we are unable to reasonably estimate an amount in excess of our recorded reserves because we cannot reasonably estimate the period for which such OM&M plans will need to be in place or the future annual cost of such remediation, as conditions at these environmental sites change over time. Such additional OM&M costs could be significant in total but would be incurred over an extended period of years.

Included in the environmental reserve balance, other assets balance and disclosure of reasonably possible loss contingencies are amounts from third-party insurance policies which we believe are probable of recovery.

Provisions for environmental costs are reflected in income, net of probable and estimable recoveries from named Potentially Responsible Parties ("PRPs") or other third parties. In the fourth quarter of 2019, we increased our reserves for the Pocatello Tribal Matter by $72.8 million, which represents both the historical and discounted present value of future annual use permit fees as well as the associated legal costs at the time the charge was recorded. We remeasure this discounted liability balance according to current interest rates. See Note 12 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.

In calculating and evaluating the adequacy of our environmental reserves, we have taken into account the joint and several liability imposed by Comprehensive Environmental Remediation, Compensation and Liability Act ("CERCLA") and the analogous state laws on all PRPs and have considered the identity and financial condition of the other PRPs at each site to the extent possible. We have also considered the identity and financial condition of other third parties from whom recovery is anticipated, as well as the status of our claims against such parties. Although we are unable to forecast the ultimate contributions of PRPs and other third parties with absolute certainty, the degree of uncertainty with respect to each party is taken into account when determining the environmental reserve on a site-by-site basis. Our liability includes our best estimate of the costs expected to be paid before the consideration of any potential recoveries from third parties. We believe that any recorded recoveries related to PRPs are realizable in all material respects. Recoveries are recorded as either an offset in "Environmental liabilities, continuing and discontinued" or as "Other assets including long-term receivables, net" in our consolidated balance sheets in accordance with U.S. accounting literature.

Pension and other postretirement benefits. We provide qualified and nonqualified defined benefit and defined contribution pension plans, as well as postretirement health care and life insurance benefit plans to our employees and retirees. The costs (or benefits) and obligations related to these benefits reflect key assumptions related to general economic conditions, including interest (discount) rates, healthcare cost trend rates, expected rates of return on plan assets and the rates of compensation increase for employees. The costs (or benefits) and obligations for these benefit programs are also affected by other assumptions, such as average retirement age, mortality, employee turnover, and plan participation. To the extent our plans’ actual experience, as influenced by changing economic and financial market conditions or by changes to our own plans’ demographics, differs from these assumptions, the costs and obligations for providing these benefits, as well as the plans’ funding requirements, could increase or decrease. When actual results differ from our assumptions, the difference is typically recognized over future periods. In addition, the unrealized gains and losses related to our pension and postretirement benefit obligations may also affect periodic benefit costs (or benefits) in future periods. See Note 15 to the consolidated financial statements included within this Form 10-K for additional information relating to pension and other postretirement benefits.

Discontinued operations. In March 2017, we announced our intention to separate our FMC Lithium segment (subsequently renamed Livent Corporation, or "Livent") into a publicly traded company. The initial step of the separation, the initial public offering ("IPO") of Livent, closed on October 15, 2018. On March 1, 2019, we completed the previously announced distribution of 123 million shares of common stock of Livent as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019. We have recast all the relevant data within

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New accounting guidance and regulatory items

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for contracts and hedging relationships affected by reference rate reform. This applies to contracts that reference LIBOR or another rate that is expected to be discontinued as a result of rate reform and have modified terms that affect or have the potential to affect the amount and timing of contractual cash flows resulting from the discontinuance of reference rate. The new standard is currently effective and upon adoption may be applied prospectively through December 31, 2022. We are evaluating the impacts this standard will have on accounting for contracts and hedging relationships but do not believe it will have a material impact on our consolidated financial statements.

Recently adopted accounting guidance

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions and simplification in several other areas. The new standard is effective for fiscal years beginning after December 15, 2020 (i.e., a January 1, 2021 effective date). There were no material impacts to the consolidated financial statements upon adoption, but amendments will be applied prospectively if applicable to FMC.

In August 2018, the FASB issued ASU No. 2018-14, Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. The new standard is effective for fiscal years ending after December 15, 2020. There was no impact to our consolidated financial statements upon adoption, however, we have updated our disclosures within to comply with the ASU.

In August 2018, the FASB issued ASU No. 2018-15, Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard became effective for fiscal years beginning after December 15, 2019 (i.e. a January 1, 2020 effective date). There was no material impact to our consolidated financial statements upon adoption.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU changes the subsequent measurement of goodwill impairment by eliminating Step 2 from the impairment test. Under the new guidance, an entity will measure impairment using the difference between the carrying amount and the fair value of the reporting unit. The new standard became effective for fiscal years beginning after December 15, 2019 (i.e. a January 1, 2020 effective date), with early adoption permitted for goodwill impairment tests with measurement dates after January 1, 2017. There was no material impact to our consolidated financial statements upon adoption.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a current expected credit loss ("CECL") model that immediately recognizes an estimate of credit losses that are expected to occur over the life of the financial instrument, including trade receivables. The update is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The new standard became effective January 1, 2020. As a result of the adoption, we have refined our allowance for doubtful trade receivables methodology which considers current economic conditions as well as forward-looking expectations about expected credit losses. The adoption of the new standard did not result in a material impact to our consolidated financial statements.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This new standard permits a company to reclassify the income tax effects of the change in the U.S federal corporate income tax rate on the gross deferred tax amounts

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and related valuation allowances as well as other income tax effects related to the application of the Tax Cuts and Jobs Act (the "Act") within accumulated other comprehensive income ("AOCI") to retained earnings. The new standard also requires certain disclosures about stranded tax effects. The new standard is effective for fiscal years beginning after December 15, 2018 (i.e., a January 1, 2019 effective date), and interim periods within those fiscal years, with early adoption permitted. We adopted this standard prospectively as of January 1, 2019 and reclassified $53.1 million of the stranded income tax effects from accumulated other comprehensive income (loss) to retained earnings. The reclassification was related to the change in the U.S. federal corporate tax rate and the effect of the Act on our pension plans and derivative instruments. This reclassification is reflected within the consolidated statements of changes in equity for the current period.

In February 2016, the FASB issued its new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) ("ASC 842"). Under the new guidance, lessees will be required to recognize for all leases (with the exception of short-term leases) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis and a right-of-use ("ROU") asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. The new standard, including related amendments, is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., a January 1, 2019 effective date). In adopting this standard, we performed a detailed review of contracts of our business and assessed the terms under ASC 842. Additionally, we assessed potential impacts on our internal controls and processes related to both the implementation and ongoing compliance of the new guidance.

We have adopted this standard as of January 1, 2019 utilizing a modified retrospective approach and have elected the transition practical expedient package. Under this transition practical expedient package, ASC 842 was only applied to contracts that existed as of, or were entered into on or after, January 1, 2019, and a cumulative effect adjustment was made as of January 1, 2019. All comparative periods prior to January 1, 2019 will retain the financial reporting and disclosure requirements of ASC 840. The adoption of ASC 842 had a material impact on our consolidated balance sheet but did not have a material impact on the consolidated statement of income (loss), consolidated statement of comprehensive income (loss), consolidated statement of cash flows, or consolidated statement of changes in equity. As a result of adoption, we recorded additional ROU lease assets and lease liabilities of $185.3 million and $215.9 million, respectively. ROU lease assets includes a reclassification of $30.6 million of prepaid rent, accrued rent, and lease incentives previously recorded under ASC 840. Additionally, we recorded a retained earnings impact of $2.4 million as of January 1, 2019. Refer to Note 4 to the consolidated financial statements included within this Form 10-K for further information.

The expedient package allowed us not to reassess whether existing contracts contain a lease under the new definition of a lease, the lease classification of existing leases, and initial direct cost for existing leases including whether such costs would qualify for capitalization under the standard. Additionally, we elected the practical expedient to not separate non-lease components from lease components. In addition to these practical expedients, we elected the following exemption permissible under ASC 842: the exclusion of leases with terms 12 months or less that do not have a purchase option or extension that is reasonably certain to exercise.

Disaggregation of revenue

We disaggregate revenue from contracts with customers by geographical areas and major product categories. We have three major agricultural product categories: insecticides, herbicides, and fungicides. Additionally, this table includes plant health, which is a growing part of our business. The disaggregated revenue tables are shown below for the years ended December 31, 2021, 2020 and 2019.

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The following table provides information about disaggregated revenue by major geographical region:

			Year Ended December 31,
(in Millions)			2021						2020						2019
North America (1)			$	1,117.2					$	1,032.5					$	1,121.1
Latin America (1)			1,633.4						1,456.5						1,441.7
Europe, Middle East & Africa			1,040.0						1,046.3						1,001.8
Asia			1,254.6						1,106.8						1,045.2
Total Revenue			$	5,045.2					$	4,642.1					$	4,609.8

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(1)Countries with sales in excess of 10 percent of consolidated revenue consisted of the U.S. and Brazil. Sales for the years ended December 31 2021 , 2020, and 2019 for the U.S. totaled $1,018.1 million, $941.2 million and $1,044.1 million , respectively, and for Brazil totaled $1,224.4 million, $1,083.4 million and $1,094.1 million, respectively.

The following table provides information about disaggregated revenue by major product category:

			Year Ended December 31,
(in Millions)			2021						2020						2019
Insecticides			$	3,020.0					$	2,836.8					$	2,773.6
Herbicides			1,375.3						1,187.2						1,228.8
Fungicides			325.5						275.5						271.4
Plant Health			216.8						180.2						168.8
Other			107.6						162.4						167.2
Total Revenue			$	5,045.2					$	4,642.1					$	4,609.8

We earn revenue from the sale of a wide range of products to a diversified base of customers around the world. We develop, market and sell all three major classes of crop protection chemicals (insecticides, herbicides and fungicides) as well as biologicals, crop nutrition, and seed treatment, which we group as plant health. These products are used in agriculture to enhance crop yield and quality by controlling a broad spectrum of insects, weeds and disease, as well as in non-agricultural markets for pest control. The majority of our product lines consist of insecticides and herbicides, with a smaller portfolio of fungicides mainly used in high value crop segments. We are investing in plant health which includes our growing biological products. Our insecticides are used to control a wide spectrum of pests, while our herbicide portfolio primarily targets a large variety of difficult-to-control weeds. Products in the other category include various agricultural products such as smaller classes of pesticides, growth promoters, and other miscellaneous revenue sources.

Sale of Goods

Revenue from product sales is recognized when (or as) we satisfy a performance obligation by transferring the promised goods to a customer, that is, when control of the good transfers to the customer. The customer is then invoiced at the agreed-upon price with payment terms generally ranging from 30 to 90 days, with some regions providing terms longer than 90 days. We do not typically give payment terms that exceed 360 days; however, in certain geographical regions such as Latin America, these terms may be given in limited circumstances. Additionally, a timing difference of over one year can exist between when products are delivered to the customer and when payment is received from the customer in these regions; however, the effect of these sales is not material to the financial statements as a whole. Furthermore, we have assessed the circumstances and arrangements in these regions and determined that the contracts with these customers do not contain a significant financing component.

In determining when the control of goods is transferred, we typically assess, among other things, the transfer of risk and title and the shipping terms of the contract. The transfer of title and risk typically occurs either upon shipment to the customer or upon receipt by the customer. As such, we typically recognize revenue when goods are shipped based on the relevant Incoterm for the product order, or in some regions, when delivery to the customer’s requested destination has occurred. When we perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities, and accordingly, the costs are accrued for when the related revenue is

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recognized. For FOB shipping point terms, revenue is recognized at the time of shipment since the customer gains control at this point in time.

We record amounts billed for shipping and handling fees as revenue. 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. We record a liability until remitted to the respective taxing authority.

Sales Incentives and Other Variable Considerations

As a part of our customary business practice, we offer a number of sales incentives to our customers including volume discounts, retailer incentives, and prepayment options. The variable considerations given can differ by products, support levels and other eligibility criteria. For all such contracts that include any variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Although determining the transaction price for these considerations requires significant judgment, we have significant historical experience with incentives provided to customers and estimate the expected consideration considering historical patterns of incentive payouts. These estimates are reassessed each reporting period as required.

In addition to the variable considerations described above, in certain instances, we may require our customers to meet certain volume thresholds within their contract term. We estimate what amount of variable consideration should be included in the transaction price at contract inception and continually reassess this estimation each reporting period to determine situations when the minimum volume thresholds will not be met.

Right of Return

We extend an assurance warranty offering customers a right of refund or exchange in case delivered product does not conform to specifications. Additionally, in certain regions and arrangements, we may offer a right of return for a specified period. Both instances are accounted for as a right of return and transaction price is adjusted for an estimate of expected returns. Replacement products are accounted for under the warranty guidance if the customer exchanges one product for another of the same kind, quality, and price. We have significant experience with historical return patterns and use this experience to include returns in the estimate of transaction price.

Contract Asset and Contract Liability Balances

We satisfy our obligations by transferring goods and services in exchange for consideration from customers. The timing of performance sometimes differs from the timing the associated consideration is received from the customer, thus resulting in the recognition of a contract asset or contract liability. We recognize a contract liability if the customer's payment of consideration is received prior to completion of our related performance obligation.

The following table presents the opening and closing balances of our receivables, net of allowances and contract liabilities from contracts with customers:

(in Millions)			Balance as of December 31, 2020						Balance as of December 31, 2021						Increase (Decrease)
Receivables from contracts with customers, net of allowances			$	2,433.8					$	2,641.1					$	207.3
Contract liabilities: Advance payments from customers			347.1						630.7						283.6

The amount of revenue recognized in the year ended December 31, 2021 that was included in the opening contract liability balance was $347.1 million.

The balance of receivables from contracts with customers listed in the table above include both current trade receivables and long-term receivables, net of allowance for doubtful accounts. The allowance for receivables represents our best estimate of the probable losses associated with potential customer defaults. We determine the allowance based on historical experience, current collection trends, and external business factors such as economic factors, including regional bankruptcy rates, and political factors. The change in allowance for doubtful accounts for both current trade receivables and long-term receivables is representative of the impairment of receivables as of December 31, 2021. Refer to Note 10 to the consolidated financial statements included within this Form 10-K for further information.

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We periodically enter into prepayment arrangements with customers and receive advance payments for product to be delivered in future periods. Prepayment terms are extended to customers/distributors in order to capitalize on surplus cash with growers. Growers receive bulk payments for their produce, which they leverage to buy our products from distributors through prepayment options. This in turn creates opportunity for distributors to make large prepayments to us for securing the future supply of products to be sold to growers. Prepayments are typically received in the fourth quarter of the fiscal year, and are for the following marketing year indicating that the time difference between prepayment and performance of corresponding performance obligations does not exceed one year.

We recognize these prepayments as a liability under "Advance payments from customers" on the consolidated balance sheets when they are received. Revenue associated with advance payments is recognized as shipments are made and transfer of control to the customer takes place. Advance payments from customers was $347.1 million as of December 31, 2020 and $630.7 million as of December 31, 2021.

Performance Obligations

At contract inception, we assess the goods and services promised in our contracts with customers and identify a performance obligation for each promise to transfer a good or service (or bundle of goods or services) that is distinct. To identify the performance obligations, we consider all the goods or services promised in the contract, whether explicitly stated or implied based on customary business practices. Based on our evaluation, we have determined that our current contracts do not contain more than one performance obligation. Revenue is recognized when (or as) the performance obligation is satisfied, which is when the customer obtains control of the good or service.

Periodically, we may enter into contracts with customers which require them to submit a forecast of non-binding purchase obligations to us. These forecasts are typically provided by the customer to us in good faith, and there are no penalties or obligations if the forecasts are not met. Accordingly, we have determined that these are optional purchases and do not represent material rights and are not considered as unsatisfied (or partially satisfied) performance obligations for the purposes of this disclosure.

In separate and less common circumstances, we may have contracts with customers which have binding purchase requirements for just one quarter of their annual forecasts. Additionally, as noted in the Contract Liabilities section above, we periodically enter into agricultural prepayment arrangements with customers, and receive advance payments for product to be delivered in future periods within one year. We have elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for these two types of contracts as they have an expected duration of one year or less and the revenue is expected to be recognized within the next year.

Other Arrangements

Data Licensing

We sometimes grant to third parties a license and right to rely upon pesticide regulatory data filed with government agencies. Such licenses allow a licensee to cite and rely upon our data in connection with the licensee’s application for pesticide registrations as required by law; these licenses can be granted through contract or through a mandatory statutory license, depending on circumstances. In the most common occurrence, when a license is embedded in a contract for supply of pesticide active ingredient from us to the licensee, the license grant is not considered as distinct from other promised goods or services. Accordingly, all promises are treated as a single performance obligation and revenue is recognized at a point when the control of the pesticide products is transferred to the licensee-customer. In the less frequent occurrence, when the license and right to use data is granted without a supply contract, we account for the revenue attributable to the data license as a performance obligation satisfied at a single point in time and recognize revenue on the effective date of such contract. Finally, in those circumstance of mandatory data licensing by statute, such as under U.S. pesticide law, we recognize the data compensation upon the effective date of the data compensation settlement agreement. Payment terms for these arrangements may vary by contract.

Service Arrangements

In limited cases, we engage in providing certain tolling services, such as filling and packing services using raw and packing materials supplied by the customer. However, as a result of the DuPont Crop Protection Business Acquisition, on November 1, 2017, we entered into an agreement with DuPont to provide tolling services to one another for up to five years from the acquisition date. Depending on the nature of the tolling services, we determine the appropriate method of satisfaction of the performance obligation, which may be the input or output method. Compared to other goods and services provided by us, service arrangements do not represent a significant portion of sales each year. Payment terms for service arrangements may vary by contract; however, payment is typically due within 30 days of the invoice date.

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Practical Expedients and Exemptions

We have elected the following practical expedients following the adoption of ASC 606:

a.Costs of obtaining a contract: FMC incurs certain costs such as sales commissions which are incremental to obtaining the contract. We have taken the practical expedient of expensing such costs to obtain a contract, as and when they are incurred, as their expected amortization period is one year or less.

b.Significant financing component: We elected not to adjust the promised amount of consideration for the effects of a significant financing component if FMC expects, at contract inception, that the period between the transfer of a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

c.Remaining performance obligations: We elected not to disclose the aggregate amount of the transaction price allocated to remaining performance obligations for its contracts that are one year or less, as the revenue is expected to be recognized within one year. Additionally, we have elected not to disclose information about variable considerations for remaining, wholly unsatisfied performance obligations for which the criteria in paragraph 606-10-32-40 have been met.

d.Shipping and handling costs: We elected to account for shipping and handling activities that occur after the customer has obtained control of a good as fulfillment activities (i.e., an expense) rather than as a promised service.

e.Measurement of transaction price: We have elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer.

We lease office space, vehicles and other equipment under non-cancellable leases with initial terms typically ranging from 1 to 20 years, with some leases having terms greater than 20 years. Our lease portfolio includes agreements with renewal options, purchase options and clauses for early termination based on the terms specific to the agreement.

At contract inception, we review the facts and circumstances of the arrangement to determine if the contract is a lease. We follow the guidance in ASC 842-10-15 and consider the following: whether the contract has an identified asset; if we have the right to obtain substantially all economic benefits from the asset; and if we have the right to direct the use of the underlying asset. When determining if a contract has an identified asset, we consider both explicit and implicit assets, and whether the supplier has the right to substitute the asset. When determining if we have the right to obtain substantially all economic benefits from the asset, we consider the primary outputs of the identified asset throughout the period of use and determine if we receive greater than 90 percent of those benefits. When determining if we have the right to direct the use of an underlying asset, we consider if we have the right to direct how and for what purpose the asset is used throughout the period of use and if we control the decision-making rights over the asset. All leased assets are classified as operating or finance under ASC 842. The lease term is determined as the non-cancellable period of the lease, together with all of the following: periods covered by an option to extend the lease which are reasonably certain to be exercised, periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option, and periods covered by an option to extend (or not to terminate) the lease in which exercise of the option is controlled by the lessor. At commencement, we assess whether any options included in the lease are reasonably certain to be exercised by considering all economic factors relevant including, contract-based, asset-based, market-based, and company-based factors.

To determine the present value of future minimum lease payments, we use the implicit rate when readily determinable or our incremental borrowing rate at the lease commencement date. When determining our incremental borrowing rate, we consider our centralized treasury function and our current credit profile. We then make adjustments to this rate for securitization, the length of the lease term, and leases denominated in foreign currencies. Minimum lease payments are expensed over the term of the lease on a straight-line basis. Some leases may require additional contingent or variable lease payments based on factors specific to the individual agreement. Variable lease payments for which we are typically responsible for include payment of vehicle insurance, real estate taxes, and maintenance expenses.

Most leases within our portfolio are classified as operating leases under the new standard. Operating leases are included in "Other assets including long-term receivables, net", "Accrued and other liabilities", and "Other long-term liabilities" in our consolidated balance sheet. Operating lease right-of-use ("ROU") assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of any lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

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Operating leases relate to office spaces, IT equipment, transportation equipment, machinery equipment, furniture and fixtures, and plant and facilities under non-cancellable lease agreements. Leases primarily have fixed rental periods, with many of the real estate leases requiring additional payments for property taxes and occupancy-related costs. Leases for real estate typically have initial terms ranging from 1 to 20 years, with some leases having terms greater than 20 years. Leases for non-real estate (transportation, IT) typically have initial terms ranging from 1 to 10 years. We have elected not to record short-term leases on the balance sheet whose term is 12 months or less and does not include a purchase option or extension that is reasonably certain to be exercised.

We rent or sublease a small number of assets including equipment and office space to third-party companies. These third-party arrangements include a small number of transition service arrangements from recent acquisitions. Rental income from all subleases is not material to our business.

The ROU asset and lease liability balances as of December 31, 2021 were as follows:

(in Millions)						Classification						December 31, 2021						December 31, 2020
Assets
Operating lease ROU assets						Other assets including long-term receivables, net						$	135.2					$	147.3
Liabilities
Operating lease current liabilities						Accrued and other liabilities						$	23.5					$	25.6
Operating lease noncurrent liabilities						Other long-term liabilities						140.0						151.1

The components of lease expense for the year ended December 31, 2021 were as follows:

(in Millions)			Lease Cost Classification						2021						2020						2019
Lease Cost
Operating lease cost			Costs of sales and services / Selling, general and administrative expenses						$	33.9					$	39.5					$	41.3
Variable lease cost			Costs of sales and services / Selling, general and administrative expenses						4.7						4.7						5.2
Total lease cost									$	38.6					$	44.2					$	46.5

						December 31, 2021
Operating Lease Term and Discount Rate
Weighted-average remaining lease term (years)						9.2
Weighted-average discount rate						4.1		%

(in Millions)			Year ended December 31, 2021			Year ended December 31, 2020
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases			$	(33.1)		$	(40.8)
Supplemental non-cash information on lease liabilities arising from obtaining right-of-use assets:
Right-of-use assets obtained in exchange for new operating lease liabilities			$	18.4		$	8.4

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The following table represents our future minimum operating lease payments as of, and subsequent to, December 31, 2021 under ASC 842:

(in Millions)															Operating Leases Total
Maturity of Lease Liabilities
2022															$	29.2
2023															23.6
2024															19.4
2025															18.3
2026															17.4
Thereafter															109.3
Total undiscounted lease payments															$	217.2
Less: Present value adjustment															(53.7)
Present value of lease liabilities															$	163.5

DuPont Crop Protection Business

On November 1, 2017, pursuant to the terms and conditions set forth in the Transaction Agreement entered into with E. I. du Pont de Nemours and Company ("DuPont"), we completed the acquisition of certain assets relating to DuPont's Crop Protection business and research and development ("R&D") organization (the "DuPont Crop Protection Business") (collectively, the "DuPont Crop Protection Business Acquisition"). In connection with this transaction, we sold to DuPont our FMC Health and Nutrition segment and paid DuPont $1.2 billion in cash which was funded with the 2017 Term Loan Facility which was secured for the purposes of the Acquisition.

The DuPont Crop Protection Business has been integrated into our business and has been included within our results of operations since the date of acquisition.

We entered into supply agreements with DuPont, with terms of up to five years, to supply technical insecticide products required for their retained seed treatment business at cost. The unfavorable liability is recorded within both "Accrued and other liabilities" and "Other long-term liabilities" on the consolidated balance sheets and is reduced and recognized to revenues within earnings as sales are made. The amount recognized in revenue for the years ended December 31, 2021, 2020, and 2019 was approximately $103 million, $111 million, and $105 million, respectively.

Transaction-related charges

Pursuant to U.S. GAAP, costs incurred associated with acquisition activities are expensed as incurred. Historically, these costs have primarily consisted of legal, accounting, consulting, and other professional advisory fees associated with the preparation and execution of these activities. Given the significance and complexity around the integration of the DuPont Crop Protection Business, we have incurred costs associated with integrating the DuPont Crop Protection Business, which included planning for the termination of the transitional service agreement ("TSA") as well as implementation of a new worldwide Enterprise Resource Planning ("ERP") system in connection with the termination of the TSA, of which the majority of costs were capitalized in accordance with the relevant accounting literature. Transaction-related charges were not material in 2021.

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The following table summarizes the costs incurred associated with these activities:

			Year Ended December 31,
(in Millions)			2021						2020						2019
DuPont Crop Protection Business Acquisition
Legal and professional fees (1)			$	0.4					$	53.3					$	77.8
Total transaction-related charges			$	0.4					$	53.3					$	77.8
Restructuring charges
DuPont Crop restructuring (2)			$	16.7					$	40.2					$	26.4
Total restructuring charges			$	16.7					$	40.2					$	26.4

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(1)Represents transaction costs, costs for transitional employees, other acquired employees related costs, and transactional-related costs such as legal and professional third-party fees. These charges are recorded as a component of "Selling, general and administrative expense" on the consolidated statements of income (loss).

(2)See Note 9 to the consolidated financial statements included within this Form 10-K for more information. These charges are recorded as a component of "Restructuring and other charges (income)" on the consolidated statements of income (loss).

The changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 are presented in the table below:

(in Millions)															Total
Balance, December 31, 2019															$	1,467.5
Foreign currency and other adjustments															1.4
Balance, December 31, 2020															$	1,468.9
Foreign currency and other adjustments															(5.6)
Balance, December 31, 2021															$	1,463.3

Our fiscal year 2021 annual goodwill and indefinite life impairment test was performed during the third quarter ended September 30, 2021. We determined no goodwill impairment existed and that the fair value was substantially in excess of the carrying value. There were no events or circumstances indicating that goodwill might be impaired as of December 31, 2021. Additionally, the estimated fair values also substantially exceeded the carrying value for each of our indefinite-lived intangible assets.

Our intangible assets, other than goodwill, consist of the following:

						December 31, 2021																		December 31, 2020
(in Millions)			Weighted avg. useful life remaining at December 31, 2021			Gross						Accumulated Amortization						Net						Gross						Accumulated Amortization						Net
Intangible assets subject to amortization (finite life)
Customer relationships			15 years			$	1,147.1					$	(301.3)					$	845.8					$	1,169.4					$	(249.7)					$	919.7
Patents			5 years			1.8						(1.3)						0.5						1.9						(1.2)						0.7
Brands (1)			7 years			17.1						(9.9)						7.2						18.3						(8.9)						9.4
Purchased and licensed technologies			8 years			60.2						(40.7)						19.5						61.1						(38.1)						23.0
Other intangibles			1 year			2.3						(1.7)						0.6						3.4						(2.6)						0.8
						$	1,228.5					$	(354.9)					$	873.6					$	1,254.1					$	(300.5)					$	953.6

Intangible assets not subject to amortization (indefinite life)
Crop Protection Brands (2)						$	1,259.1											$	1,259.1					$	1,259.1											$	1,259.1
Brands (1)						389.2												389.2						412.5												412.5
						$	1,648.3											$	1,648.3					$	1,671.6											$	1,671.6
Total intangible assets						$	2,876.8					$	(354.9)					$	2,521.9					$	2,925.7					$	(300.5)					$	2,625.2

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(1)    Represents trademarks, trade names and know-how.

(2)    Represents proprietary brand portfolios, consisting of trademarks, trade names and know-how, of our crop protection brands.

			Year Ended December 31,
(in Millions)			2021						2020						2019
Amortization expense			$	62.7					$	61.9					$	62.6

The estimated pre-tax amortization expense for each of the five years ending December 31, 2022 to 2026 is $62.1 million, $61.8 million, $60.9 million, $60.5 million, and $60.4 million, respectively.

Inventories consisted of the following:

			December 31,
(in Millions)			2021						2020
Finished goods			$	559.2					$	434.6
Work in process			730.8						621.9
Raw materials, supplies and other			231.9						165.7
FIFO inventory			$	1,521.9					$	1,222.2
Less: Excess of FIFO cost over LIFO cost			(116.2)						(126.6)
Net inventories			$	1,405.7					$	1,095.6

Approximately 41 percent and 33 percent of our inventories in 2021 and 2020, respectively, were recorded on the LIFO basis.

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Property, plant and equipment consisted of the following:

			December 31,
(in Millions)			2021						2020
Land and land improvements			$	103.8					$	103.1
Buildings and building equipment			528.4						513.7
Machinery and equipment			551.4						501.1
Construction in progress			145.9						73.6
Total cost			$	1,329.5					$	1,191.5
Accumulated depreciation			(512.5)						(419.8)
Property, plant and equipment, net			$	817.0					$	771.7

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Depreciation expense was $70.8 million, $71.5 million, and $69.7 million in 2021, 2020 and 2019, respectively.

The following table shows total restructuring and other charges (income) included in the respective line items of the consolidated statements of income (loss):

			Year Ended December 31,
(in Millions)			2021						2020						2019
Restructuring charges			$	41.1					$	42.6					$	62.2
Other charges (income), net			66.9						89.6						108.8
Total restructuring and other charges (income)			$	108.0					$	132.2					$	171.0

Restructuring charges

(in Millions)			Severance and Employee Benefits						Other Charges (Income) (1)						Asset Disposal Charges (2)						Total
DuPont Crop restructuring			$	1.2					$	4.5					$	11.0					$	16.7
Regional realignment			5.5						5.3						0.2						11.0
Other items			6.0						0.5						6.9						13.4
Year ended December 31, 2021			$	12.7					$	10.3					$	18.1					$	41.1
DuPont Crop restructuring			$	9.2					$	3.8					$	27.2					$	40.2
Other items			2.8						—						(0.4)						2.4
Year ended December 31, 2020			$	12.0					$	3.8					$	26.8					$	42.6
DuPont Crop restructuring			$	9.1					$	5.2					$	12.1					26.4
Furadan® product exit			—						—						34.1						34.1
Other items			1.7						—						—						1.7
Year ended December 31, 2019			$	10.8					$	5.2					$	46.2					$	62.2

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(1)Primarily represents third-party costs associated with miscellaneous restructuring activities. Other income, if applicable, primarily represents favorable developments on previously recorded exit costs and recoveries associated with restructuring.

(2)Primarily represents asset write-offs (recoveries), and accelerated depreciation and impairment charges on long-lived assets, which were or are to be abandoned. To the extent incurred, the acceleration effect of re-estimating settlement dates and revised cost estimates associated with asset retirement obligations due to facility shutdowns, are also included within the asset disposal charges.

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Regional realignment

In April 2021, we began to consolidate our EMEA regional headquarters to a new office location in Geneva, Switzerland. Restructuring charges related to regional realignment activities are primarily related to severance and employee relocation costs as well as other costs associated with the European headquarter relocation.

Furadan® Product Exit

During the fourth quarter of 2019, we decided to exit sales of all carbofuran formulations (including Furadan® insecticide/nematicide, Curaterr® insecticide/nematicide and any other brands used with carbofuran products) globally effective December 31, 2019. As a result of this decision, we accelerated the recognition of asset retirement obligations and asset write offs associated with the exit.

DuPont Crop Restructuring

On November 1, 2017, we completed the acquisition of the DuPont Crop Protection Business. See Note 5 "Acquisitions" to the consolidated financial statements included within this Form 10-K for more details. As also discussed in Note 5, we completed the integration of the DuPont Crop Protection Business as of June 30, 2020 except for the completion of certain in-flight initiatives including the DuPont Crop restructuring program. For the year ended December 31, 2021, we incurred restructuring charges of $16.7 million, which primarily reflects non-cash charges and to a lesser extent remaining severance. For the year ended December 31, 2020, we incurred restructuring charges of $40.2 million, which primarily represented severance and other employee related costs as well as accelerated depreciation on fixed assets for the planned exit of certain facilities. Restructuring charges associated with the DuPont program are largely complete and any future charges are not expected to be material.

Roll forward of restructuring reserves

The following table shows a roll forward of restructuring reserves that will result in cash spending. These amounts exclude asset retirement obligations:

(in Millions)			Balance at 12/31/19						Change in reserves (3)						Cash payments						Other (4)						Balance at 12/31/20 (6)						Change in reserves (3)						Cash payments (5)						Other (4)						Balance at 12/31/21 (6)
DuPont Crop restructuring (1)			$	14.5					$	13.0					$	(14.2)					$	0.3					$	13.6					$	5.7					$	(10.5)					$	(0.2)					$	8.6
Regional realignment			—						—						—						—						—						10.8						(6.8)						—						4.0
Other workforce related and facility shutdowns (2)			0.1						2.8						(0.1)						—						2.8						6.5						(7.0)						—						2.3
Total			$	14.6					$	15.8					$	(14.3)					$	0.3					$	16.4					$	23.0					$	(24.3)					$	(0.2)					$	14.9

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(1)Primarily consists of real estate exit costs and severance associated with DuPont Crop restructuring activities.

(2)Primarily severance costs related to workforce reductions and facility shutdowns described in the Other items section of the Restructuring charges table above.

(3)Primarily severance, exited lease, contract termination and other miscellaneous exit costs. The accelerated depreciation and impairment charges noted above impacted our property, plant and equipment or intangible balances and are not included in this table.

(4)Primarily foreign currency translation adjustments.

(5)In addition to the spend above there was also $3.6 million and $6.0 million spending related to the Furadan® asset retirement obligation for the years ended December 31, 2020 and 2021 and also includes $4.4 million of payments for certain historical India indirect tax matters for the year ended December 31, 2021.

(6)Included in "Accrued and other liabilities" and "Other long-term liabilities" on the consolidated balance sheets.

Other charges (income), net

			Year Ended December 31,
(in Millions)			2021						2020						2019
Environmental charges, net			$	27.1					$	24.9					$	108.7
Isagro Fluindapyr Acquisition			—						65.6						—
Other items, net			39.8						(0.9)						0.1
Other charges (income), net			$	66.9					$	89.6					$	108.8

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Environmental charges, net

Environmental charges represent the net charges associated with environmental remediation at continuing operating sites. 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. During the fourth quarter of 2019, we recorded a charge of $72.8 million as a result of an unfavorable court ruling we received in relation to the Pocatello Tribal Litigation at one of our environmental sites. We remeasure our discounted liability balance associated with this matter according to current interest rates. See Note 12 to the consolidated financial statements included within this Form 10-K for further information regarding this matter.

Isagro Fluindapyr Acquisition

In May 2020, we entered into a binding offer with Isagro S.p.A ("Isagro") to acquire the remaining rights for Fluindapyr active ingredient assets from Isagro. In July 2020, we entered into an asset sale and purchase agreement with Isagro. On October 2, 2020, we closed on the transaction with a purchase price of approximately $65 million. Fluindapyr has been jointly developed by FMC and Isagro under a 2012 research and development collaboration agreement. The transaction provided us with full global rights to the Fluindapyr active ingredient, including key U.S., European, Asian, and Latin American fungicide markets. The transaction transfers to FMC all intellectual property, know-how, registrations, product formulations and other global assets of the proprietary broad-spectrum fungicide molecule.

The Fluindapyr acquisition did not meet the criteria within ASC 805 to qualify as a business and as a result it was treated as an asset acquisition. Based on the current development stage of the technology, the acquired assets have been classified as in-process research and development. As part of our evaluation, we consider the current development phase of the molecule being acquired. Molecules that have not received formal regulatory approval are still considered in process due to the inherent uncertainty with the approval process. As a result, these assets were immediately expensed. While this transaction resulted in an immediate expense of the purchase price under the accounting rules, this acquisition expands our fungicide portfolio by giving us full global rights to the Fluindapyr active ingredient and is an important strategic addition to our product line. We recorded charges totaling $65.6 million in 2020, including transaction costs.

Other items, net

The following table displays a roll forward of the allowance for doubtful trade receivables for fiscal years 2020 and 2021:

(in Millions)
Balance, December 31, 2019			$	26.3
Additions — charged (credited) to expense			8.2
Transfer from (to) allowance for credit losses (see below)			(2.9)
Net recoveries, write-offs and other			(3.7)
Balance, December 31, 2020			$	27.9
Additions — charged (credited) to expense			17.2
Transfer from (to) allowance for credit losses (see below)			(0.6)
Net recoveries, write-offs and other			(7.1)
Balance, December 31, 2021			$	37.4

We have non-current receivables that represent long-term customer receivable balances related to past due accounts which are not expected to be collected within the current year. The net long-term customer receivables were $57.4 million as of December 31, 2021. These long-term customer receivable balances and the corresponding allowance are included in "Other assets including long-term receivables, net" on the consolidated balance sheets.

A portion of these long-term receivables have payment contracts. We have no reason to believe payments will not be made based upon the credit quality of these customers. Additionally, we also hold significant collateral against these customers

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including rights to property or other assets as a form of credit guarantee. If the customer does not pay or gives indication that they will not pay, these guarantees allow us to start legal action to block the sale of the customer’s harvest. On an ongoing basis, we continue to evaluate the credit quality of our non-current receivables using aging of receivables, collection experience and write-offs, as well as evaluating existing economic conditions, to determine if an additional allowance is necessary.

The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables for fiscal years 2020 and 2021:

(in Millions)
Balance, December 31, 2019			$	61.1
Additions — charged (credited) to expense			(3.5)
Transfer from (to) allowance for doubtful accounts (see above)			2.9
Foreign currency adjustments			(7.6)
Net recoveries, write-offs and other			(28.2)
Balance, December 31, 2020			$	24.7
Additions — charged (credited) to expense			3.9
Transfer from (to) allowance for doubtful accounts (see above)			0.6
Foreign currency adjustments			(1.5)
Net recoveries, write-offs and other			—
Balance, December 31, 2021			$	27.7

FMC Lithium (Livent Corporation):

On March 1, 2019, we completed the previously announced distribution of 123 million shares of common stock of Livent as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019.

The results of our discontinued FMC Lithium operations are summarized below:

(in Millions)			Year Ended December 31,
			2021						2020						2019
Revenue			$	—					$	—					$	52.1
Costs of sales and services			—						—						41.3
Income (loss) from discontinued operations before income taxes			$	—					$	—					$	1.1
Provision (benefit) for income taxes			—						—						6.0
Total discontinued operations of FMC Lithium, net of income taxes, before separation-related costs			$	—					$	—					$	(4.9)
Separation-related costs and other adjustments of discontinued operations of FMC Lithium, net of income taxes			—						—						(16.4)
Discontinued operations of FMC Lithium, net of income taxes			$	—					$	—					$	(21.3)
Less: Discontinued operations of FMC Lithium attributable to noncontrolling interests			—						—						—
Discontinued operations of FMC Lithium, net of income taxes, attributable to FMC Stockholders			$	—					$	—					$	(21.3)

In addition to our discontinued FMC Lithium segment, our discontinued operations in our financial statements include adjustments to retained liabilities from previous discontinued operations. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities.

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Our discontinued operations comprised the following:

(in Millions)			Year Ended December 31,
			2021						2020						2019
Adjustment for workers’ compensation, product liability, and other postretirement benefits and other, net of income tax benefit (expense) of $(10.2), $(3.7) and $(18.6), respectively			$	(8.3)					$	1.0					$	(15.9)
Provision for environmental liabilities, net of recoveries, net of income tax benefit (expense) of $8.2, $6.0 and $6.3, respectively (1)			(29.7)						(24.1)						(23.5)
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $12.2, $7.6 and $6.3, respectively			(45.6)						(28.9)						(23.3)
Gain on sales of land, net of income tax benefit (expense) of $(4.1), $(6.3) and $(5.5), respectively (2)			15.4						23.7						20.7
Discontinued operations of FMC Lithium, net of income tax benefit (expense) of zero, zero, and $(12.3), respectively			—						—						(21.3)
Discontinued operations, net of income taxes			$	(68.2)					$	(28.3)					$	(63.3)

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(1)See a roll forward of our environmental reserves as well as discussion on significant environmental issues that occurred during the year in Note 12 to the consolidated financial statements included within this Form 10-K.

(2)This represents the gain on sale of land at various discontinued sites.

Reserves for Discontinued Operations, other than Environmental at December 31, 2021 and 2020

(in Millions)			December 31,
			2021						2020
Workers’ compensation, product liability, and indemnification reserves			$	10.2					$	12.9
Postretirement medical and life insurance benefits reserve, net			4.7						5.5
Reserves for legal proceedings			93.4						58.2
Reserve for discontinued operations (1)			$	108.3					$	76.6

____________________

(1)Included in "Other long-term liabilities" on the consolidated balance sheets. See Note 12 to the consolidated financial statements included within this Form 10-K on discontinued environmental reserves.

The discontinued postretirement medical and life insurance benefits liability equals the accumulated postretirement benefit obligation. Associated with this liability is a net pre-tax actuarial gain and prior service credit of $3.6 million ($2.2 million after-tax) and $4.4 million ($3.6 million after-tax) at December 31, 2021 and 2020, respectively.

Net spending in 2021, 2020 and 2019 was $1.6 million, $1.0 million and $3.8 million, respectively, for workers’ compensation, product liability and other claims; $0.4 million, $0.5 million and $0.4 million, respectively, for other postretirement benefits; and $19.0 million, $28.4 million and $20.2 million, respectively, related to reserves for legal proceedings associated with discontinued operations.

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Environmental liabilities consist of obligations relating to waste handling and the remediation and/or study of sites at which we are alleged to have released or disposed of hazardous substances. These sites include current operations, previously operated sites, and sites associated with discontinued operations. We have provided reserves for potential environmental obligations that we consider probable and for which a reasonable estimate of the obligation can be made. Accordingly, total reserves of $514.6 million and $574.7 million, respectively, before recoveries, existed at December 31, 2021 and 2020.

The estimated reasonably possible environmental loss contingencies, net of expected recoveries, exceed amounts accrued by approximately $160 million at December 31, 2021. This reasonably possible estimate is based upon information available as of the date of the filing but the actual future losses may be higher given the uncertainties regarding the status of laws, regulations, enforcement policies, the impact of potentially responsible parties, technology and information related to individual sites.

Additionally, although potential environmental remediation expenditures in excess of the reserves and estimated loss contingencies could be significant, the impact on our future consolidated financial results is not subject to reasonable estimation due to numerous uncertainties concerning the nature and scope of possible contamination at many sites, identification of remediation alternatives under constantly changing requirements, selection of new and diverse clean-up technologies to meet compliance standards, the timing of potential expenditures and the allocation of costs among Potentially Responsible Parties ("PRPs") as well as other third parties. The liabilities arising from potential environmental obligations that have not been reserved for at this time may be material to any one quarter's or year's results of operations in the future. However, we believe any liability arising from such potential environmental obligations is not likely to have a material adverse effect on our liquidity or financial condition as it may be satisfied over many years.

The table below is a roll forward of our total environmental reserves, continuing and discontinued, from December 31, 2018 to December 31, 2021.

(in Millions)			Operating and Discontinued Sites Total
Total environmental reserves, net of recoveries at December 31, 2018			$	521.5
2019
Provision			138.8
Spending, net of recoveries			(73.8)
Foreign currency translation adjustments			(0.7)
Net Change			$	64.3
Total environmental reserves, net of recoveries at December 31, 2019			$	585.8
2020
Provision			53.2
Spending, net of recoveries			(81.1)
Foreign currency translation adjustments			6.5
Net Change			$	(21.4)
Total environmental reserves, net of recoveries at December 31, 2020			$	564.4
2021
Provision			65.8
Spending, net of recoveries			(121.8)
Foreign currency translation adjustments and other adjustments			(5.2)
Net Change			$	(61.2)
Total environmental reserves, net of recoveries at December 31, 2021			$	503.2

To ensure we are held responsible only for our equitable share of site remediation costs, we have initiated, and will continue to initiate, legal proceedings for contributions from other PRPs. At December 31, 2021 and 2020, we have recorded recoveries representing probable realization of claims against U.S. government agencies, insurance carriers and other third parties. Recoveries are recorded as either an offset to the "Environmental liabilities, continuing and discontinued" or as "Other assets including long-term receivables, net" on the consolidated balance sheets.

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The table below is a roll forward of our total recorded recoveries from December 31, 2019 to December 31, 2021:

(in Millions)			December 31, 2019						Increase (Decrease) in Recoveries						Cash Received (2)						Other						December 31, 2020						Increase (Decrease) in Recoveries						Cash Received												December 31, 2021
Environmental liabilities, continuing and discontinued			$	10.0					$	0.9					$	(0.6)					$	—					$	10.3					$	1.8					$	(0.7)											$	11.4
Other assets (1)			27.3						(1.8)						(21.1)						—						4.4						0.8						(0.7)												4.5
Total			$	37.3					$	(0.9)					$	(21.7)					$	—					$	14.7					$	2.6					$	(1.4)											$	15.9

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(1)     The amounts are included within "Prepaid and other current assets" and "Other assets including long-term receivables, net" on the consolidated balance sheets. See Note 22 to the consolidated financial statements included within this Form 10-K for more details.

(2)    During the first quarter of 2020, we entered into a confidential insurance settlement pertaining to coverage at a legacy environmental site, which settlement resulted in a cash payment to FMC in the amount of $20.0 million.

The table below provides detail of current and long-term environmental reserves, continuing and discontinued.

			December 31,
(in Millions)			2021						2020
Environmental reserves, current, net of recoveries (1)			$	87.3					$	120.9
Environmental reserves, long-term continuing and discontinued, net of recoveries (2)			415.9						443.5
Total environmental reserves, net of recoveries			$	503.2					$	564.4

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(1)These amounts are included within "Accrued and other liabilities" on the consolidated balance sheets.

(2)These amounts are included in "Environmental liabilities, continuing and discontinued" on the consolidated balance sheets.

Our net environmental provisions relate to costs for the continued remediation of both operating sites and for certain discontinued manufacturing operations from previous years. The net provisions are comprised as follows:

			Year Ended December 31,
(in Millions)			2021						2020						2019
Continuing operations (1)			$	27.1					$	24.9					$	108.7
Discontinued operations (2)			37.9						30.1						29.8
Net environmental provision			$	65.0					$	55.0					$	138.5

______________

(1)Recorded as a component of "Restructuring and other charges (income)" on our consolidated statements of income. See Note 9 to the consolidated financial statements included within this Form 10-K. 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.

(2)Recorded as a component of "Discontinued operations, net of income taxes" on our consolidated statements of income (loss). See Note 11 to the consolidated financial statements included within this Form 10-K for further details.

On our consolidated balance sheets, the net environmental provisions affect assets and liabilities as follows:

			Year Ended December 31,
(in Millions)			2021						2020						2019
Environmental reserves (1)			$	65.8					$	53.2					$	138.8
Other assets (2)			(0.8)						1.8						(0.3)
Net environmental provision			$	65.0					$	55.0					$	138.5

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(1)See above roll forward of our total environmental reserves as presented on our consolidated balance sheets.

(2)Represents certain environmental recoveries. See Note 22 to the consolidated financial statements included within this Form 10-K for details of "Other assets including long-term receivables, net" as presented on our consolidated balance sheets.

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Significant Environmental Sites

Pocatello

From 1949 until 2001, we operated the world's largest elemental phosphorus plant in Power County, Idaho, just outside the city of Pocatello. Since the plant's closure, FMC has worked with the EPA, the State of Idaho, and the Shoshone-Bannock Tribes ("Tribes") to develop a proposed cleanup plan for the property. In September 2012, the EPA issued an Interim Record of Decision ("IROD") that is environmentally protective and that ensures the health and safety of both workers and the general public. Since the plant's closure, we have successfully decommissioned our Pocatello plant, completed closure of the RCRA ponds and formally requested that the EPA acknowledge completion of work under a June 1999 RCRA Consent Decree. Future remediation costs include completion of the IROD that addresses groundwater contamination and existing waste disposal areas on the Pocatello plant portion of the Eastern Michaud Flats Superfund Site. In June 2013, the EPA issued a Unilateral Administrative Order to us under which we will implement the IROD remedy. Our current reserves factor in the estimated costs associated with implementing the IROD. In addition to implementing the IROD, we continue to conduct work pursuant to CERCLA unilateral administrative orders to address air emissions from beneath the cap of several of the closed RCRA ponds. Actions also involve impacts of the Tribal Litigation discussed below.

The amount of the reserve for this site, which includes the Pocatello Tribal Litigation described below, was $79.3 million and $117.8 million at December 31, 2021 and 2020, respectively.

Pocatello Tribal Litigation

For a number of years, we engaged in disputes with the Tribes concerning their attempts to regulate our activities on the reservation. In 1998, we entered into an agreement that required us to pay the Tribes $1.5 million per year for waste generated from operating our Pocatello plant and stored on site. We paid $1.5 million per year until December 2001 when the plant closed. In our view the agreement was terminated, as the plant was no longer generating waste. The Tribes claimed that the 1998 Agreement has no end date.

On April 25, 2006, the Tribes' Land Use Policy Commission issued us a Special Use Permit for the "disposal and storage of waste" at the Pocatello plant and imposed a $1.5 million per annum permit fee.

FMC challenged this fee at various levels of the Tribal Court system and subsequently before the U.S. District Court and the United States Court of Appeals for the Ninth Circuit.

On November 15, 2019, the Ninth Circuit affirmed the District Court's decision that the Tribal Court has jurisdiction over FMC to require FMC to pay the $1.5 million per year fee to the Tribes. As a result of the unfavorable court decision issued on November 15, 2019, we increased our reserves by $72.8 million, which represents both the historical and discounted present value of future annual use permit fees as well as the associated legal costs incurred through December 31, 2019.

On March 16, 2020, FMC filed a petition in the United States Supreme Court to review the Ninth Circuit’s decision and on January 11, 2021, FMC’s petition was denied. Expenditures in 2021 totaled $32.2 million. This includes a $21.4 million payment to the Tribes for attorney's fees and unpaid permit fees incurred from 2002 to 2014 plus another payment of $10.8 million for incurred past years' permit fees from 2015 through 2021 plus interest associated with these payments. There was no change to our existing reserves as a result of our denied petition.

In calculating the net present value of future annual permit fees, we used a discount rate of 1.94%, which represents the appropriate risk-free rate. We believe that the application of this rate produces a result which approximates the amount that would hypothetically satisfy our liability in an arms-length transaction. Estimates for expenditures for 2022 and beyond are $1.5 million in annual fees payable each year thereafter. The expected aggregate undiscounted amount related to this matter is $75.0 million of which $$47.7 million, on a discounted basis, has been recognized in environmental liabilities on the balance sheet.

Middleport

Our Middleport, NY facility is currently a formulation and packaging plant that formerly manufactured arsenic-based and other products. As a result of past manufacturing operations and waste disposal practices at this facility, releases of hazardous substances have occurred at the site that have affected soil, sediment, surface water and groundwater at the facility's property and also in adjacent off-site areas. The impact of our discontinued operations was the subject of an Administrative Order on Consent ("1991 AOC") entered into with the EPA and New York State Department of Environmental Conservation ("NYSDEC", and collectively with EPA, the "Agencies") in 1991, which was replaced by a New Order on Consent and Administrative Settlement with the NYSDEC, effective June 6, 2019 ("2019 Order"). Like the 1991 AOC, the 2019 Order

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requires us to (1) define the nature and extent of contamination caused by our historical plant operations, (2) take interim corrective measures and (3) evaluate Corrective Measure Alternatives ("CMA") for discrete contaminated areas, known as "operable units" of which there are 11.

We have defined the nature and extent of the contamination in certain areas, have constructed an engineered cover, taken certain closure actions regarding RCRA regulated surface water impoundments and are collecting and treating both surface water runoff and ground water. To date, we have evaluated and proposed CMAs for six of the 11 identified operable units.

Middleport Reserves

In the fourth quarter of 2018, we increased the reserve by $106.3 million, which included our best estimate for remediation costs for OUs 2,4 and 5 in line with the drafted settlement terms between FMC and NYSDEC. Of the $106.3 million reserve increase, $60.6 million related to our best estimate for remediation costs associated with the operable unit that comprises the southern portion of the tributary ("OU 6") plus the impact of inflation. The $60.6 million increase was in addition to a previously established reserve of $29.1 million related to this operable unit.

The remaining $45.7 million reserve increase related to costs associated with the implementation and completion of NYSDEC’s selected remedy for OUs 2,4, and 5. Prior to settlement discussions, our reserve balance for OUs 2,4, and 5 of $31.1 million included the estimated liability for clean-up to reflect the costs associated with our recommended CMAs. Our total reserve for all of Middleport is $114.5 million and $142.7 million at December 31, 2021 and 2020, respectively. FMC is in various stages of evaluating the remaining operable units.

In 2021 and 2020, the Middleport settlement resulted in cash outflows of $14.2 million and $17.9 million respectively. In 2021, the final payment to reimburse past costs was made. In 2022 and beyond, in accordance with the settlement agreement, cash outflows will not exceed an average of $10 million per year until the remediation is complete.

Portland Harbor

FMC is listed as a PRP is the Portland Harbor Superfund Site ("Portland Harbor"), that consists of the river sediment and upland area of a 10 mile section of the Lower Willamette River in Portland, Oregon that runs through an industrialized area. Portland Harbor is listed on the NPL. FMC formerly owned and operated a manufacturing site adjacent to this section of the river and has since sold its interest in this business.

FMC and several other parties have been sued by the Confederated Bands and Tribes of the Yakama Nation for reimbursement of cleanup costs and the costs of performing a natural damage assessment. Based on the information known to date, we are unable to develop a reasonable estimate of our potential exposure of loss at this time. We intend to defend this matter. In addition, the Portland Harbor Natural Resource Trustee Council ("Trustee Council"), composed of federal, state and tribal trustees, was formed in 2002 to develop and coordinate an assessment of injury to natural resources associated with the Portland Harbor Superfund Site, the restoration of injured natural resources associated with Portland Harbor, and pursue the recovery of natural resources damages associated with Portland Harbor. The Trustee Council has advised the Company that it intends to pursue litigation for the recovery of natural resources damages and of the costs of assessment. To date no lawsuit has been filed by the Trustee Council against the Company.

On January 6, 2017, the U.S. Environmental Protection Agency ("EPA") issued its Record of Decision ("ROD") for Portland Harbor. On December 30, 2019, FMC and EPA entered into an Administrative Settlement Agreement and Order on Consent to perform the remedial design for the area at and around FMC's former operations. The cost of performing predesign investigation work and preparing the basis of design report is included in our reserves. Based on the current information available in the ROD as well as the large number of responsible parties for Portland Harbor, we are unable to develop a reasonable estimate of our potential exposure of loss for Portland Harbor at this time.

Currently, FMC and approximately 100 other parties are involved in a non-judicial allocation process to determine each party’s respective share of the cleanup costs. Briefing on the allocation process has begun in November 2021 and the allocation process will be ongoing for the next two years or more under the current schedule. We intend to continue defending this matter vigorously. Because of this uncertainty related to the cost of the remedy and the potential share allocable to FMC, we cannot say whether the ultimate resolution of our potential obligations at Portland Harbor will have a material adverse effect on our consolidated financial position, liquidity or results of operations. However, adverse results in the outcome of the allocation could have a material adverse effect on our consolidated financial position, results of operations in any one reporting period, or liquidity.

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Other Potentially Responsible Party ("PRP") Sites

In addition to Portland Harbor, we have been named a PRP at 28 sites on the federal government’s National Priorities List ("NPL"), at which our potential liability has not yet been settled. We have received notice from the EPA or other regulatory agencies that we may be a PRP, or PRP equivalent, at other sites, including 47 sites at which we have determined that it is probable that we have an environmental liability for which we have recorded an estimate of our potential liability in the consolidated financial statements. In cooperation with appropriate government agencies, we are currently participating in, or have participated in, a Remedial Investigation/Feasibility Study ("RI/FS"), or equivalent, at most of the identified sites, with the status of each investigation varying from site to site. At certain sites, a RI/FS has only recently begun, providing limited information, if any, relating to cost estimates, timing, or the involvement of other PRPs; whereas, at other sites, the studies are complete, remedial action plans have been chosen, or a ROD has been issued.

Domestic and foreign components of income (loss) from continuing operations before income taxes are shown below: 

			Year Ended December 31,
(in Millions)			2021						2020						2019
Domestic			$	(61.5)					$	(36.5)					$	(227.4)
Foreign			955.3						766.3						882.4
Total			$	893.8					$	729.8					$	655.0

The provision (benefit) for income taxes attributable to income (loss) from continuing operations consisted of: 

			Year Ended December 31,
(in Millions)			2021						2020						2019
Current:
Federal			$	(15.1)					$	24.9					$	(12.0)
Foreign			96.6						91.7						77.0
State			0.4						0.7						0.4
Total current			$	81.9					$	117.3					$	65.4
Deferred:
Federal			$	17.5					$	15.0					$	(1.2)
Foreign			(7.1)						7.7						42.7
State			(0.7)						10.9						4.6
Total deferred			$	9.7					$	33.6					$	46.1
Total			$	91.6					$	150.9					$	111.5

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The effective income tax rate applicable to income from continuing operations before income taxes was different from the statutory U.S. federal income tax rate due to the factors listed in the following table: 

			Year Ended December 31,
(in Millions)			2021						2020						2019
U.S. Federal statutory rate			$	187.7					$	153.3					$	137.5
Foreign earnings subject to different tax rates (1)			(182.4)						(127.6)						(137.7)
State and local income taxes, less federal income tax benefit			7.6						2.7						(2.9)
Research and development and miscellaneous tax credits			(8.6)						(6.2)						(3.8)
Tax on dividends, deemed dividends, and GILTI (2)			44.5						46.5						46.8
Changes to unrecognized tax benefits			(28.7)						5.8						(5.4)
Nondeductible expenses			11.5						5.5						3.5
Change in valuation allowance (3)			84.7						52.1						49.9
Exchange gains and losses (4)			(8.6)						(2.1)						(2.1)
Other (5)			(16.1)						20.9						25.7
Total Tax Provision			$	91.6					$	150.9					$	111.5

____________________ 

(1)    A significant amount of our earnings is generated by our foreign subsidiaries (e.g., Singapore, Hong Kong, and Switzerland), which tax earnings at lower statutory rates than the United States federal statutory rate. Our future effective tax rates may be materially impacted by a future change in the composition of earnings from foreign and domestic tax jurisdictions.

(2)    The years ended December 31, 2021, 2020 and 2019 includes tax expense of $36.2 million, $40.7 million and $41.6 million, respectively, associated with the global intangible low-taxed income (GILTI) provisions.

(3)    The year ended December 31, 2021 is primarily related to net operating losses and other deferred tax assets within our Brazil and Luxembourg operations. The year ended December 31, 2020 is primarily related to net operating losses within our Brazil operations. The year ended December 31, 2019 is primarily related to net operating losses with limited carryforward associated within our India operations.

(4)    Includes the impact of transaction gains or losses on net monetary assets for which no corresponding tax expense or benefit is realized and the tax provision for statutory taxable gains or losses in foreign jurisdictions for which there is no corresponding amount in income before taxes.

(5)    2021 includes a $37.1 million decrease related to deferred tax liabilities associated with intercompany investments in foreign subsidiaries.

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Significant components of our deferred tax assets and liabilities were attributable to:

			December 31,
(in Millions)			2021						2020
Reserves for discontinued operations, environmental and restructuring			$	107.5					$	161.7
Accrued pension and other postretirement benefits			5.8						1.8
Capital loss, foreign tax and other credit carryforwards			11.1						5.5
Net operating loss carryforwards			294.5						311.4
Deferred expenditures capitalized for tax			41.1						39.6
Other accruals and reserves			216.7						163.3
Deferred tax assets			$	676.7					$	683.3
Valuation allowance, net			(398.7)						(335.6)
Deferred tax assets, net of valuation allowance			$	278.0					$	347.7
Intangibles, Property, plant and equipment, and Investments, net			401.9						468.1
Deferred tax liabilities			$	401.9					$	468.1
Net deferred tax assets (liabilities)			$	(123.9)					$	(120.4)

We evaluate our deferred income taxes quarterly to determine if valuation allowances are required or should be adjusted. GAAP accounting guidance requires companies to assess whether valuation allowances should be established against deferred tax assets based on all available evidence, both positive and negative, using a "more likely than not" standard. In assessing the need for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of deferred tax assets. This assessment considers, among other matters, the nature and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, and tax planning alternatives. We operate and derive income across multiple jurisdictions. As our business experiences changes in operating results across its geographic footprint, we may encounter losses in jurisdictions that have been historically profitable, and as a result might require additional valuation allowances to be recorded. We are committed to implementing tax planning actions, when deemed appropriate, in jurisdictions that experience losses in order to realize deferred tax assets prior to their expiration.

At December 31, 2021, we had net operating loss and tax credit carryforwards as follows: U.S. state net operating loss carryforwards of $27.0 million (tax-effected) expiring in future tax years through 2040, foreign net operating loss carryforwards of $267.5 million (tax-effected) expiring in various future years, and other tax credit carryforwards of $11.1 million expiring in various future years.

During the third quarter of 2021, we changed our indefinite reinvestment assertion in connection with plans to repatriate cash in 2021 and subsequent years, contingent upon earnings from certain foreign subsidiaries, and recorded tax of $1.6 million for the year ended December 31, 2021. Additional income taxes have not been provided for certain other remaining outside basis differences inherent in our investments in foreign subsidiaries because the investments and related unremitted earnings are essentially permanent in duration. Determining the amount of unrecognized deferred tax liability related to indefinitely reinvested earnings of our foreign subsidiaries is not practicable due to the complexity of the multi-jurisdictional tax environment in which we operate.

Uncertain Income Tax Positions

U.S. GAAP accounting guidance for uncertainty in income taxes prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, disclosure and transition.

We file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The income tax returns for FMC entities taxable in the U.S. and significant foreign jurisdictions are open for examination and adjustment. As of December 31, 2021, the U. S. federal and state income tax returns are open for examination and adjustment for the years 2017 - 2021 and 2001 - 2021, respectively. Our significant foreign jurisdictions, which total 10, are open for examination and adjustment during varying periods from 2011 - 2021.

As of December 31, 2021, we had total unrecognized tax benefits of $41.9 million, of which $23.6 million would favorably impact the effective tax rate from continuing operations if recognized. As of December 31, 2020, we had total unrecognized tax benefits of $76.2 million, of which $34.6 million would favorably impact the effective tax rate if recognized. Interest and penalties related to unrecognized tax benefits are reported as a component of income tax expense. For the years ended December 31, 2021, 2020 and 2019, we had interest and penalties for a net expense (benefit) of $(4.5) million, $(1.5) million,

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and $1.4 million, respectively, in the consolidated statements of income (loss). As of December 31, 2021 and 2020, we have accrued interest and penalties in the consolidated balance sheets of $9.4 million and $13.9 million, respectively.

Due to the potential for resolution of federal, state, or foreign examinations, and the expiration of various jurisdictional statutes of limitation, it is reasonably possible that our liability for unrecognized tax benefits will decrease within the next 12 months by a range of $2.6 million to $22.2 million.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 

(in Millions)			2021						2020						2019
Balance at beginning of year			$	76.2					$	68.2					$	79.1
Increases related to positions taken in the current year			2.4						1.1						4.1
Increases and decreases related to positions taken in prior years			(26.4)						25.7						3.4
Decreases related to lapse of statutes of limitations			(10.3)						(18.8)						(13.0)
Settlements during the current year			—						—						(2.8)
Decreases for tax positions on dispositions			—						—						(2.6)
Balance at end of year (1)			$	41.9					$	76.2					$	68.2

____________________ 

Debt maturing within one year:

Debt maturing within one year consists of the following:

			December 31,
(in Millions)			2021						2020
Short-term foreign debt (1)			$	112.2					$	98.4
Commercial paper (2)			244.1						146.3
Total short-term debt			$	356.3					$	244.7
Current portion of long-term debt			84.5						93.6
Total Short-term debt and current portion of long-term debt (3)			$	440.8					$	338.3

____________________

(1)    At December 31, 2021, the average effective interest rate on the borrowings was 12.4 percent.

(2)    At December 31, 2021, the average effective interest rate on the borrowings was 0.45 percent.

(3)    Based on cash generated from operations, our existing liquidity facilities, which includes the revolving credit agreement with the option to increase capacity up to $2.25 billion, and our continued access to debt capital markets, we have adequate liquidity to meet any of the company's debt obligations in the near term.

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Long-term debt:

Long-term debt consists of the following:

(in Millions)			December 31, 2021												December 31,
			Interest Rate Percentage						Maturity Date						2021						2020
Pollution control and industrial revenue bonds (less unamortized discounts of $0.1 and $0.1, respectively)			6.45%						2032						$	49.9					$	51.6
Senior notes (less unamortized discounts of $0.7 and $1.0, respectively)			3.20% - 4.50%						2024 - 2049						1,899.3						2,199.0
2017 Term Loan Facility			N/A						N/A						—						700.0
2021 Term Loan Facility			1.1%						2024						800.0						—
Revolving Credit Facility (1)			2.8%						2026						—						—
Foreign debt			0% - 7.9%						2022 - 2024						84.7						92.3
Debt issuance cost															(17.7)						(19.8)
Total long-term debt															$	2,816.2					$	3,023.1
Less: debt maturing within one year															84.5						93.6
Total long-term debt, less current portion															$	2,731.7					$	2,929.5

____________________ 

(1)Letters of credit outstanding under the Revolving Credit Facility totaled $162.5 million and available funds under this facility were $1,093.4 million at December 31, 2021.

Revolving Credit Facility Amendment

On May 26, 2021, we amended our Revolving Credit Facility. The Credit Facility Amendment primarily extended the maturity date by an additional two years to May 26, 2026 and adjusted the maximum leverage ratio. See below for additional information on covenants. The borrowing capacity under the credit facility was not affected by the amendment and remains unchanged.

Deferred financing fees totaling $1.7 million associated with the amendment has been deferred and is being recognized to interest expense over the life of the agreement.

2021 Term Loan Facility

On November 22, 2021, we borrowed $1.0 billion under our previously announced senior unsecured term loan facility ("2021 Term Loan Facility"). The proceeds of the borrowing were used to pay off the 2017 Term Loan Facility and Senior Notes maturing in 2022. The scheduled maturity of the 2021 Term Loan Facility is on the third anniversary of this closing date. The 2021 Term Loan Facility contains financial and other covenants, which are consistent with those in the covenants of the Revolving Credit Facility, including a maximum leverage ratio of 3.5 and minimum interest coverage ratio of 3.5 as of the last day of each fiscal quarter.

Maturities of long-term debt

Maturities of long-term debt outstanding, excluding discounts, at December 31, 2021, are $84.5 million in 2022, $0.0 million in 2023, $1,200.2 million in 2024, $0.0 million in 2025, $500.0 million in 2026 and $1,050.0 million thereafter.

Covenants

Among other restrictions, the Revolving Credit Facility and 2021 Term Loan Facility contain financial covenants applicable to FMC and its consolidated subsidiaries related to leverage (measured as the ratio of debt to adjusted earnings) and interest coverage (measured as the ratio of adjusted earnings to interest expense). Our actual leverage for the four consecutive quarters ended December 31, 2021 was 2.57 which is below the maximum leverage of 3.5. Pursuant to the Revolving Credit Amendment and the 2021 Term Loan Facility discussed above, the maximum leverage ratio stepped down to 3.50 for the period ending December 31, 2021 and for future quarters. Our actual interest coverage for the four consecutive quarters ended December 31, 2021 was 9.53 which is above the minimum interest coverage of 3.5. We were in compliance with all covenants at December 31, 2021.

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The funded status of our U.S. qualified and nonqualified defined benefit pension plans, our Germany, France, and Belgium defined benefit pension plans, plus our U.S. other postretirement healthcare and life insurance benefit plans for continuing operations, together with the associated balances and net periodic benefit cost recognized in our consolidated financial statements as of December 31, are shown in the tables below.

We are required to recognize in our consolidated balance sheets the overfunded and underfunded status of our defined benefit postretirement plans. The overfunded or underfunded status is defined as the difference between the fair value of plan assets and the projected benefit obligation. We are also required to recognize as a component of other comprehensive income the actuarial gains and losses and the prior service costs and credits that arise during the period.

The following table summarizes the weighted-average assumptions used to determine the benefit obligations at December 31 for the U.S. Plans:

			Pensions and Other Benefits
			December 31,
			2021						2020
Discount rate qualified			2.84		%				2.49		%
Discount rate nonqualified plan			2.18		%				1.62		%
Discount rate other benefits			2.39		%				1.91		%
Rate of compensation increase			3.10		%				3.10		%

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The following table summarizes the components of our defined benefit postretirement plans and reflect a measurement date of December 31:

												Pensions												Other Benefits (1)
												December 31,
(in Millions)												2021						2020						2021						2020
Change in projected benefit obligation
Projected benefit obligation at January 1												$	1,450.3					$	1,379.1					$	15.3					$	15.8
Service cost												4.7						4.4						—						—
Interest cost												24.5						36.7						0.3						0.4
Actuarial loss (gain) (2)												(38.6)						115.5						(0.6)						0.3
Foreign currency exchange rate changes and other												(0.5)						—						—						—
Plan participants’ contributions												—						—						0.4						0.5
Settlements												(2.5)						(1.5)						—						—
Benefits paid												(83.9)						(83.9)						(1.7)						(1.7)
Projected benefit obligation at December 31												$	1,354.0					$	1,450.3					$	13.7					$	15.3
Change in plan assets
Fair value of plan assets at January 1												$	1,484.6					$	1,390.6					$	—					$	—
Actual return on plan assets												(26.2)						176.5						—						—
Foreign currency exchange rate changes												(0.3)						—						—						—
Company contributions												3.8						2.9						1.3						1.2
Plan participants’ contributions												—						—						0.4						0.5
Settlements												(6.0)						(1.5)						—						—
Benefits paid												(83.9)						(83.9)						(1.7)						(1.7)
Fair value of plan assets at December 31												$	1,372.0					$	1,484.6					$	—					$	—
Funded Status
U.S. plans with assets												$	50.4					$	69.5					$	—					$	—
U.S. plans without assets												(22.1)						(23.9)						(13.7)						(15.3)
Non-U.S. plans with assets												(2.8)						(3.0)						—						—
All other plans												(7.5)						(8.3)						—						—
Net funded status of the plan (liability)												$	18.0					$	34.3					$	(13.7)					$	(15.3)
Amount recognized in the consolidated balance sheets:
Pension asset (3)												$	50.4					$	69.5					$	—					$	—
Accrued benefit liability (4)												(32.4)						(35.2)						(13.7)						(15.3)
Total												$	18.0					$	34.3					$	(13.7)					$	(15.3)

____________________

(1)     Refer to Note 11 to the consolidated financial statements included within this Form 10-K for information on our discontinued postretirement benefit plans.

(2)    The actuarial gain in 2021 and loss in 2020 was primarily driven by the change in discount rate on the U.S. qualified plan. Additionally, the Society of Actuaries released an updated mortality table projection scale for measurement of retirement program obligations in both 2021 and 2020. Adoption of the most recent projection scale for each applicable year increased the U.S. defined benefit obligations by approximately $3 million and $10 million at December 31, 2021 and 2020, respectively.

(3)    Recorded as "Other assets including long-term receivables, net" on the consolidated balance sheets.

(4)    Recorded as "Accrued pension and other postretirement benefits, current" and "Accrued pension and other postretirement benefits, long-term" on the consolidated balance sheets.

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The amounts in accumulated other comprehensive income (loss) that have not yet been recognized as components of net periodic benefit cost are as follows:

			Pensions												Other Benefits (1)
			December 31,
(in Millions)			2021						2020						2021						2020
Prior service (cost) credit			$	(0.5)					$	(0.7)					$	—					$	—
Net actuarial (loss) gain			(315.9)						(321.9)						4.0						4.2
Accumulated other comprehensive income (loss) – pretax			$	(316.4)					$	(322.6)					$	4.0					$	4.2
Accumulated other comprehensive income (loss) – net of tax			(235.7)						(240.7)						2.5						2.7

____________________

(1)     Refer to Note 11 to the consolidated financial statements included within this Form 10-K for information on our discontinued postretirement benefit plans.

The accumulated benefit obligation for all pension plans was $1,340.8 million and $1,435.9 million at December 31, 2021 and 2020, respectively.

(in Millions)			December 31
Information for pension plans with projected benefit obligation in excess of plan assets			2021						2020
Projected benefit obligations			$	36.2					$	42.9
Accumulated benefit obligations			36.2						43.3
Fair value of plan assets			3.8						7.7

(in Millions)			December 31
Information for pension plans with accumulated benefit obligation in excess of plan assets			2021						2020
Projected benefit obligations			$	36.2					$	42.9
Accumulated benefit obligations			36.2						43.3
Fair value of plan assets			3.8						7.7

Other changes in plan assets and benefit obligations for continuing operations recognized in other comprehensive loss (income) are as follows:

			Pensions												Other Benefits (1)
			Year Ended December 31,
(in Millions)			2021						2020						2021						2020
Current year net actuarial loss (gain)			$	18.4					$	(23.5)					$	(0.6)					$	0.4
Amortization of net actuarial (loss) gain			(23.4)						(21.3)						0.8						0.9
Amortization of prior service (cost) credit			(0.2)						(0.2)						—						—
Settlement loss			(1.0)						(0.6)						—						—
Total recognized in other comprehensive (income) loss, before taxes			$	(6.2)					$	(45.6)					$	0.2					$	1.3
Total recognized in other comprehensive (income) loss, after taxes			(5.0)						(36.5)						0.2						1.0

____________________

(1)     Refer to Note 11 to the consolidated financial statements included within this Form 10-K for information on our discontinued postretirement benefit plans.

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The following table summarizes the weighted-average assumptions used for and the components of net annual benefit cost (income):

			Year Ended December 31,
			Pensions																		Other Benefits (1)
(in Millions, except for percentages)			2021						2020						2019						2021						2020						2019
Discount rate			2.49		%				3.22		%				4.36		%				1.91		%				2.89		%				4.08		%
Expected return on plan assets			2.25		%				3.00		%				4.25		%				—						—						—
Rate of compensation increase			3.10		%				3.10		%				3.10		%				—						—						—
Components of net annual benefit cost:
Service cost			$	4.7					$	4.4					$	4.2					$	—					$	—					$	—
Interest cost			24.5						36.7						47.6						0.3						0.4						0.6
Expected return on plan assets			(28.2)						(37.1)						(53.4)						—						—						—
Amortization of prior service cost			0.2						0.2						0.2						—						—						0.1
Amortization of net actuarial and other (gain) loss			23.2						21.4						12.9						(0.8)						(0.9)						(1.0)
Recognized (gain) loss due to settlement			1.0						0.7						1.4						—						—						—
Net annual benefit cost (income)			$	25.4					$	26.3					$	12.9					$	(0.5)					$	(0.5)					$	(0.3)

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(1)     Refer to Note 11 to the consolidated financial statements included within this Form 10-K for information on our discontinued postretirement benefit plans.

Our U.S. qualified defined benefit pension plan ("U.S. Plan") holds the majority of our pension plan assets. The expected long-term rate of return on these plan assets was 2.25 percent for the year ended December 31, 2021, 3.00 percent for the year ended December 31, 2020, and 4.25 percent for the year ended December 31, 2019. The expected long-term rate of return on these plan assets decreased by 0.75 percent in 2021 compared to 2020 primarily due to fluctuating yields on corporate bonds. In developing the assumption for the long-term rate of return on assets for our U.S. Plan, we take into consideration the technical analysis performed by our outside actuaries, including historical market returns, information on the assumption for long-term real returns by asset class, inflation assumptions and expectations for standard deviation related to these best estimates. Given an actively managed investment portfolio, the expected annual rates of return by asset class for our portfolio, assuming an estimated inflation rate of approximately 2.2 percent, is in line with our assumption for the rate of return on assets. The target asset allocation at December 31, 2021 by asset category continues to be 100 percent fixed income investments.

Our U.S. Plan has been fully funded for the last several years and as such, the primary investment strategy is a liability hedging approach with an objective of maintaining the funded status of the plan such that the volatility is minimized and the likelihood that we will be required to make significant contributions to the plan is also limited. The portfolio is comprised of 100 percent fixed income securities and cash. Investment performance and related risks are measured and monitored on an ongoing basis through monthly liability measurements, periodic asset liability studies, and quarterly investment portfolio reviews. The fluctuation in our non-operating pension and post retirement charges (income) is attributable to the continued approach of using the smoothed market related value of assets (MRVA) as opposed to the actual fair value of plan assets in the determination of pension expense. This continued approach will create some volatility in our non-operating periodic pension cost since our qualified pension plan is 100 percent fixed income securities.

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The following tables present our fair value hierarchy for our major categories of pension plan assets by asset class. See Note 19 to the consolidated financial statements included within this Form 10-K for the definition of fair value and the descriptions of Level 1, 2 and 3 in the fair value hierarchy.

(in Millions)			December 31, 2021						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Cash and short-term investments			$	32.7					$	32.2					$	0.5					$	—
Fixed income investments:
Investment contracts			144.7						—						144.7						—
U.S. Government Securities			309.5						309.5						—						—
Mutual funds			41.5						41.5						—						—
Corporate debt instruments			843.6						—						843.6						—
Total assets			$	1,372.0					$	383.2					$	988.8					$	—

(in Millions)			December 31, 2020						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Cash and short-term investments			$	24.7					$	24.6					$	0.1					$	—
Fixed income investments:
Investment contracts			151.4						—						151.4						—
U.S. Government Securities			307.0						297.9						9.1						—
Mutual funds			70.5						70.5						—						—
Corporate debt instruments			931.0						—						931.0						—
Total assets			$	1,484.6					$	393.0					$	1,091.6					$	—

We made the following contributions to our pension and other postretirement benefit plans:

			Year Ended December 31,
(in Millions)			2021						2020
U.S. qualified pension plan			$	—					$	—
U.S. nonqualified pension plan			3.8						2.9
Non-U.S. plans			0.2						0.5
Other postretirement benefits			1.3						1.2
Total			$	5.3					$	4.6

The following table reflects the estimated future benefit payments for our pension and other postretirement benefit plans. These estimates take into consideration expected future service, as appropriate:

			Estimated Net Future Benefit Payments
(in Millions)			2022						2023						2024						2025						2026						2027 - 2031
Pension Benefits			$	86.8					$	86.4					$	86.8					$	85.1					$	85.1					$	397.3
Other Benefits			1.6						1.5						1.4						1.3						1.2						4.6

FMC Corporation Savings and Investment Plan. The FMC Corporation Savings and Investment Plan is a qualified salary-reduction plan under Section 401(k) of the Internal Revenue Code in which substantially all of our U.S. employees may participate by contributing a portion of their compensation. For eligible employees participating in the Plan, except for those employees covered by certain collective bargaining agreements, the Company makes matching contributions of 80 percent of the portion of those contributions up to 5 percent of the employee’s compensation. Eligible employees participating in the Plan

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Stock Compensation Plans

We have a share-based compensation plan, which has been approved by the stockholders, for certain employees, officers and directors. This plan is described below.

FMC Corporation Incentive Compensation and Stock Plan

The FMC Corporation Incentive Compensation and Stock Plan (the "Plan") provides for the grant of a variety of cash and equity awards to officers, directors, employees and consultants, including stock options, restricted stock, performance units (including restricted stock units), stock appreciation rights, and multi-year management incentive awards payable partly in cash and partly in common stock. The Compensation and Organization Committee of the Board of Directors (the "Committee"), subject to the provisions of the Plan, approves financial targets, award grants, and the times and conditions for payment of awards to employees. The total number of shares of common stock authorized for issuance under the Plan is 30.2 million of which approximately 2.6 million shares of common stock are available for future grants of share based awards under the Plan as of December 31, 2021. The FMC Corporation Non-Employee Directors’ Compensation Policy, administered by the Nominating and Corporate Governance Committee of the Board of Directors, sets forth the compensation to be paid to the directors, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based restricted stock units, and cash awards to be made to directors under the Plan.

Stock options granted under the Plan may be incentive or nonqualified stock options. The exercise price for stock options may not be less than the fair market value of the stock at the date of grant. Awards granted under the Plan vest or become exercisable or payable at the time designated by the Committee, which has generally been three years from the date of grant. Incentive and nonqualified options granted under the Plan expire no later than 10 years from the grant date.

Under the Plan, awards of restricted stock and restricted stock units may be made to selected employees. The awards vest over periods designated by the Committee, which has generally been three years, with vesting conditional upon continued employment. Compensation cost is recognized over the vesting periods based on the market value of the stock on the date of the award. Restricted stock units granted to directors under the Plan vest immediately if granted as part of, or in lieu of, the annual retainer; other restricted stock units granted to directors vest at the Annual Meeting of Shareholders in the calendar year following the May 1 annual grant date (but are subject to forfeiture on a pro rata basis if the director does not serve the full year except under certain circumstances).

At December 31, 2021 and 2020, there were restricted stock units representing an aggregate of 267,524 shares and 267,988 shares of common stock, respectively, credited to the directors’ accounts.

Stock Compensation

We recognized the following stock compensation expense:

			Year Ended December 31,
(in Millions)			2021						2020						2019
Stock option expense, net of taxes of $1.0, $1.1 and $1.5 (1)			$	3.7					$	4.0					$	5.7
Restricted stock expense, net of taxes of $1.9, $2.0 and $2.2 (2)			7.2						7.4						8.2
Performance based expense, net of taxes of $0.8, $0.9 and $1.7			3.2						3.5						6.3
Total stock compensation expense, net of taxes of $3.7, $4.0 and $5.4 (3)			$	14.1					$	14.9					$	20.2

____________________ 

(1)    We applied an estimated forfeiture rate of 4.0% per stock option grant in the calculation of the expense.

(2)    We applied an estimated forfeiture rate of 2.0% of outstanding grants in the calculation of the expense.

(3)    This expense is classified as "Selling, general and administrative expenses" in our consolidated statements of income (loss). Total stock compensation expense, net of tax, not included in the above table of zero , $2.2 million, and $0.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, is included in "Discontinued operations, net of income taxes" in the consolidated statements of income (loss).

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We received $7.9 million, $24.7 million and $50.7 million in cash related to stock option exercises for the years ended December 31, 2021, 2020 and 2019, respectively. The shares used for the exercise of stock options occurring during the years ended December 31, 2021, 2020 and 2019 came from treasury shares.

Impacts of Livent Distribution

On March 1, 2019, we completed the previously announced distribution of 123 million shares of common stock of Livent as a pro rata dividend on shares of FMC common stock outstanding at the close of business on the record date of February 25, 2019. All outstanding and nonvested equity awards relating to FMC’s stock immediately prior to the effective date were generally converted into FMC and Livent units pursuant to the employee matters agreement.

Stock Options

The grant-date fair values of the stock options we granted in the years ended December 31, 2021, 2020 and 2019 were estimated using the Black-Scholes option valuation model, the key assumptions for which are listed in the table below. The dividend yield assumption reflects anticipated dividends on our common stock. The expected volatility assumption is based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on U.S. Treasury securities with terms equal to the expected timing of stock option exercises as of the grant date. Employee stock options generally vest after a three year period and expire ten years from the date of grant.

Black Scholes valuation assumptions for stock option grants: 

			2021						2020						2019
Expected dividend yield			1.83%						1.91%						1.83%
Expected volatility			32.75%						26.60%						26.07%
Expected life (in years)			6.5						6.5						6.5
Risk-free interest rate			0.92%						1.19%						2.53%

The weighted-average grant-date fair value of options granted during the years ended December 31, 2021, 2020 and 2019 was $28.31, $20.28 and $18.66 per share, respectively.

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The following summary shows stock option activity for employees under the Plan for the three years ended December 31, 2021:

(Shares in Thousands)			Number of Options Granted But Not Exercised						Weighted-Average Remaining Contractual Life						Weighted-Average Exercise Price Per Share						Aggregate Intrinsic Value (in Millions)
December 31, 2018 (1,044 shares exercisable and 1,287 shares expected to vest or be exercised)			2,364						6.0 years						$	52.87					$	52.5
Granted			380												75.76
Conversion impact from Livent spin (1)			210												53.09
Exercised			(1,414)												39.17						67.2
Forfeited			(36)												67.82
December 31, 2019 (628 shares exercisable and 835 shares expected to vest or be exercised)			1,504						6.5 years						$	58.06					$	62.8
Granted			302												92.24
Exercised			(549)												48.02						31.3
Forfeited			(22)												81.84
December 31, 2020 (388 shares exercisable and 818 shares expected to vest or be exercised)			1,235						7.0 years						$	70.44					$	54.9
Granted			235												105.00
Exercised			(166)												49.56						9.8
Forfeited			(50)												89.18
December 31, 2021 (605 shares exercisable and 622 shares expected to vest or be exercised)			1,254						6.2 years						$	78.95					$	38.8

____________________

(1)Awards converted as a result of March 1, 2019 Livent separation.

The number of stock options indicated in the above table as being exercisable as of December 31, 2021, had an intrinsic value of $26.6 million, a weighted-average remaining contractual term of 4.2 years, and a weighted-average exercise price of $65.97.

As of December 31, 2021, we had total remaining unrecognized compensation cost related to unvested stock options of $5.2 million which will be amortized over the weighted-average remaining requisite service period of approximately 1.79 years.

Restricted and Performance Based Equity Awards

The grant-date fair value of restricted stock awards and stock units under the Plan is based on the market price per share of our common stock on the date of grant. The related compensation cost is amortized to expense on a straight-line basis over the vesting period during which the employees perform related services, which is typically three years except for those eligible for retirement prior to the stated vesting period as well as non-employee directors.

Starting in 2015, we began granting performance based restricted stock awards. The performance based share awards represent a number of shares of common stock to be awarded upon settlement based on the achievement of a total shareholder return ("TSR") relative to peer companies over a three year period. These awards generally vest upon the completion of a three year period from the date of grant; however, starting with the 2016 grants, certain performance criteria is measured on an annual basis. Starting with the 2019 grants, vesting was based on a TSR relative to peer companies and a cumulative operating cash flow metric. The fair value of the equity classified performance-based share awards is determined based on the number of shares of common stock expected to be awarded and a Monte Carlo valuation model.

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The following table shows our employee restricted award activity for the three years ended December 31, 2021:

			Restricted Equity												Performance Based Equity
(Number of Awards in Thousands)			Number of awards						Weighted-Average Grant Date Fair Value Per Share						Number of awards						Weighted-Average Grant Date Fair Value Per Share
Nonvested at December 31, 2018			459						$	55.75					335						$	56.42
Granted			108						76.22						106						83.89
Conversion impact from Livent spin (1)			(29)						67.46						(12)						84.58
Vested			(223)						37.54						(222)						42.18
Forfeited			(13)						69.69						(1)						78.92
Nonvested at December 31, 2019			302						$	67.89					206						$	72.06
Granted			92						91.83						111						108.74
Vested			(84)						50.14						(115)						58.37
Forfeited			(12)						77.42						—						—
Nonvested at December 31, 2020			298						$	79.91					202						$	88.48
Granted			95						102.10						79						103.26
Vested			(108)						73.82						(86)						77.44
Forfeited			(15)						90.05						—						—
Nonvested at December 31, 2021			270						$	89.56					195						$	96.18

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(1)Awards transferred to Livent employees as a result of March 1, 2019 Livent separation.

As of December 31, 2021, we had total remaining unrecognized compensation cost related to unvested restricted awards of $13.0 million which will be amortized over the weighted-average remaining requisite service period of approximately 1.84 years.

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Accumulated other comprehensive income (loss)

Summarized below is the roll forward of accumulated other comprehensive income (loss), net of tax.

(in Millions)			Foreign currency adjustments						Derivative Instruments (1)						Pension and other postretirement benefits (2)						Total
Accumulated other comprehensive income (loss), net of tax at December 31, 2018			$	(101.5)					$	11.2					$	(218.6)					$	(308.9)
2019 Activity
Other comprehensive income (loss) before reclassifications			$	(15.2)					$	(69.0)					$	(6.5)					$	(90.7)
Amounts reclassified from accumulated other comprehensive income (loss)			—						(8.2)						9.9						1.7
Net current period other comprehensive income (loss)			$	(15.2)					$	(77.2)					$	3.4					$	(89.0)
Adoption of accounting standard (Note 2)			—						1.0						(54.1)						(53.1)
Distribution of FMC Lithium (3)			39.0						—						—						39.0
Accumulated other comprehensive income (loss), net of tax at December 31, 2019			$	(77.7)					$	(65.0)					$	(269.3)					$	(412.0)
2020 Activity
Other comprehensive income (loss) before reclassifications			$	101.7					$	(2.5)					$	18.9					$	118.1
Amounts reclassified from accumulated other comprehensive income (loss)			—						(4.3)						16.0						11.7
Accumulated other comprehensive income (loss), net of tax at December 31, 2020			$	24.0					$	(71.8)					$	(234.4)					$	(282.2)
2021 Activity
Other comprehensive income (loss) before reclassifications			$	(86.5)					$	44.1					$	(14.5)					$	(56.9)
Amounts reclassified from accumulated other comprehensive income (loss)			—						5.5						17.9						23.4
Accumulated other comprehensive income (loss), net of tax at December 31, 2021			$	(62.5)					$	(22.2)					$	(231.0)					$	(315.7)

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(1)See Note 19 to the consolidated financial statements included within this Form 10-K for more information.

(2)See Note 15 to the consolidated financial statements included within this Form 10-K for more information.

(3)Represents the effects of the distribution of FMC Lithium.

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Reclassifications of accumulated other comprehensive income (loss)

The table below provides details about the reclassifications from accumulated other comprehensive income (loss) and the affected line items in the consolidated statements of income (loss) for each of the periods presented.

Details about Accumulated Other Comprehensive Income (Loss) Components						Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) (1)																		Affected Line Item in the Consolidated Statements of Income (Loss)
						Year Ended December 31,
(in Millions)						2021						2020						2019
Derivative instruments:
Foreign currency contracts						$	(4.7)					$	24.6					$	10.0					Costs of sales and services
Foreign currency contracts						1.7						(19.3)						1.9						Selling, general and administrative expenses
Interest rate contracts						(4.2)						(2.7)						(0.7)						Interest expense
Total before tax						$	(7.2)					$	2.6					$	11.2
						1.7						1.7						(3.0)						Provision for income taxes
Amount included in net income						$	(5.5)					$	4.3					$	8.2
Pension and other postretirement benefits (2):
Amortization of prior service costs						$	(0.2)					$	(0.3)					$	(0.3)					Selling, general and administrative expenses
Amortization of unrecognized net actuarial and other gains (losses)						(21.5)						(19.2)						(10.8)						Non-operating pension and postretirement charges (income)
Recognized loss due to settlement/curtailment						(1.0)						(0.7)						(1.4)						Non-operating pension and postretirement charges (income); Discontinued operations, net of income taxes
Total before tax						$	(22.7)					$	(20.2)					$	(12.5)
						4.8						4.2						2.6						Provision for income taxes; Discontinued operations, net of income taxes
Amount included in net income						$	(17.9)					$	(16.0)					$	(9.9)
Total reclassifications for the period						$	(23.4)					$	(11.7)					$	(1.7)					Amount included in net income

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(1)Amounts in parentheses indicate charges to the consolidated statements of income (loss).

(2)Pension and other postretirement benefits amounts include the impact from both continuing and discontinued operations. For detail on the continuing operations components of pension and other postretirement benefits, see Note 15 to the consolidated financial statements included within this Form 10-K.

Transactions with Noncontrolling Interest

In July 2020, we purchased the remaining 49 percent ownership interest in our Indonesia joint venture, PT Bina Guna Kimia ("BGK"), for $7.4 million which increased our ownership from 51 percent to 100 percent.

As a result of the IPO and underwriters' exercise to purchase additional shares of common stock in the fourth quarter of 2018, our controlling interest in FMC Lithium was approximately 84 percent. On March 1, 2019, we completed the previously announced distribution of the remaining shares of common stock of Livent. See Note 1 to the consolidated financial statements included within this Form 10-K for further information.

Dividends and Share Repurchases

On January 20, 2022, we paid dividends totaling $66.8 million to our shareholders of record as of December 31, 2021. This amount is included in "Accrued and other liabilities" on the consolidated balance sheets as of December 31, 2021. For the years ended December 31, 2021, 2020 and 2019, we paid $247.2 million, $228.5 million and $210.3 million in dividends, respectively.

In 2021, 4.0 million shares were repurchased under the publicly announced repurchase program. At December 31, 2021, approximately $150 million remained unused under our Board-authorized repurchase program. However, 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 is replacing in its entirety the previous authorization. This repurchase program does not include a specific

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Earnings per common share ("EPS") is computed by dividing net income by the weighted average number of common shares outstanding during the period on a basic and diluted basis.

Our potentially dilutive securities include potential common shares related to our stock options, restricted stock and restricted stock units. Diluted earnings per share ("Diluted EPS") considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our common stock for the period. For the years ended December 31, 2021, 2020 and 2019 there were 0.2 million, 0.2 million and 0.3 million potential common shares excluded from Diluted EPS, respectively.

Our non-vested restricted stock awards contain rights to receive non-forfeitable dividends, and thus, are participating securities requiring the two-class method of computing EPS. The two-class method determines EPS by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of shares of common stock outstanding for the period. In calculating the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

Earnings applicable to common stock and common stock shares used in the calculation of basic and diluted earnings per share are as follows:

(in Millions, Except Share and Per Share Data)			Year Ended December 31,
			2021						2020						2019
Earnings (loss) attributable to FMC stockholders:
Continuing operations, net of income taxes			$	804.7					$	579.8					$	540.7
Discontinued operations, net of income taxes			(68.2)						(28.3)						(63.3)
Net income (loss) attributable to FMC stockholders			$	736.5					$	551.5					$	477.4
Less: Distributed and undistributed earnings allocable to restricted award holders			(1.8)						(1.4)						(1.5)
Net income (loss) allocable to common stockholders			$	734.7					$	550.1					$	475.9
Basic earnings (loss) per common share attributable to FMC stockholders:
Continuing operations			$	6.25					$	4.46					$	4.12
Discontinued operations			(0.53)						(0.22)						(0.48)
Net income (loss)			$	5.72					$	4.24					$	3.64
Diluted earnings (loss) per common share attributable to FMC stockholders:
Continuing operations			$	6.23					$	4.44					$	4.10
Discontinued operations			(0.53)						(0.22)						(0.48)
Net income (loss)			$	5.70					$	4.22					$	3.62
Shares (in thousands):
Weighted average number of shares of common stock outstanding - Basic			128,403						129,701						130,761
Weighted average additional shares assuming conversion of potential common shares			743						883						1,241
Shares – diluted basis			129,146						130,584						132,002

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Our financial instruments include cash and cash equivalents, trade receivables, other current assets, certain receivables classified as other long-term assets, accounts payable, and amounts included in investments and accruals meeting the definition of financial instruments. The carrying value of these financial instruments approximates their fair value. Our other financial instruments include the following:

Financial Instrument						Valuation Method
Foreign exchange forward contracts						Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on current market prices for applicable currencies.
Commodity forward and option contracts						Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on quoted market prices for applicable commodities.
Debt						Our estimates and information obtained from independent third parties using market data, such as bid/ask spreads for the last business day of the reporting period.

The estimated fair value of the financial instruments in the above table have been determined using standard pricing models which take into account the present value of expected future cash flows discounted to the balance sheet date. These standard pricing models utilize inputs derived from, or corroborated by, observable market data such as interest rate yield curves and currency and commodity spot and forward rates. In addition, we test a subset of our valuations against valuations received from the transaction's counterparty to validate the accuracy of our standard pricing models. Accordingly, the estimates presented may not be indicative of the amounts that we would realize in a market exchange at settlement date and do not represent potential gains or losses on these agreements. The estimated fair values of foreign exchange forward contracts, commodity forward and option contracts, and interest rate contracts are included in the tables within this Note. The estimated fair value of debt is $3,409.8 million and $3,640.0 million and the carrying amount is $3,172.5 million and $3,267.8 million as of December 31, 2021 and 2020, respectively.

Use of Derivative Financial Instruments to Manage Risk

We mitigate certain financial exposures, including currency risk, commodity purchase exposures and interest rate risk through a program of risk management that includes the use of derivative financial instruments. We enter into foreign exchange contracts, including forward and purchased option contracts, to reduce the effects of fluctuating foreign currency exchange rates.

We formally document all relationships between hedging instruments and hedged items, as well as the risk management objective and strategy for undertaking various hedge transactions. This process includes relating derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. We also assess both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If we determine that a derivative is not highly effective as a hedge, or if a derivative ceases to be a highly effective hedge, we discontinue hedge accounting with respect to that derivative prospectively.

Foreign Currency Exchange Risk Management

We conduct business in many foreign countries, exposing earnings, cash flows, and our financial position to foreign currency risks. The majority of these risks arise as a result of foreign currency transactions. Our policy is to minimize exposure to adverse changes in currency exchange rates. This is accomplished through a controlled program of risk management that includes the use of foreign currency debt and forward foreign exchange contracts. We also use forward foreign exchange contracts to hedge firm and highly anticipated foreign currency cash flows, with an objective of balancing currency risk to provide adequate protection from significant fluctuations in the currency markets.

The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the Brazilian real, Chinese yuan, Indian rupee, euro, Mexican peso and Argentine peso.

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Commodity Price Risk

We are exposed to risks in energy costs due to fluctuations in energy prices, particularly natural gas. Though our current and expected future annual exposure is insignificant, we attempt to mitigate our exposure to increasing energy costs by hedging the cost of future deliveries of natural gas.

Interest Rate Risk

We use various strategies to manage our interest rate exposure, including entering into interest rate swap agreements to achieve a targeted mix of fixed and variable-rate debt. In the agreements we exchange, at specified intervals, the difference between fixed and variable-interest amounts calculated on an agreed-upon notional principal amount.

Concentration of Credit Risk

Our counterparties to derivative contracts are primarily major financial institutions. We limit the dollar amount of contracts entered into with any one financial institution and monitor counterparties’ credit ratings. We also enter into master netting agreements with each financial institution, where possible, which helps mitigate the credit risk associated with our financial instruments. While we may be exposed to credit losses due to the nonperformance of counterparties, we consider this risk remote.

Financial Guarantees and Letter-of-Credit Commitments

We enter into various financial instruments with off-balance sheet risk as part of the normal course of business. These off-balance sheet instruments include financial guarantees and contractual commitments to extend financial guarantees under letters of credit and other assistance to customers. See Notes 1 and 20 to the consolidated financial statements included within this Form 10-K for more information. Decisions to extend financial guarantees to customers, and the amount of collateral required under these guarantees, is based on our evaluation of creditworthiness on a case-by-case basis.

Accounting for Derivative Instruments and Hedging Activities

Cash Flow Hedges

We recognize all derivatives on the balance sheet at fair value. On the date we enter into the derivative instrument, we generally designate the derivative as a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge). We record in AOCI changes in the fair value of derivatives that are designated as, and meet all the required criteria for, a cash flow hedge. We then reclassify these amounts into earnings as the underlying hedged item affects earnings. In contrast we immediately record in earnings changes in the fair value of derivatives that are not designated as cash flow hedges.

As of December 31, 2021, we had open foreign currency forward contracts in AOCI in a net after-tax gain position of $31.1 million designated as cash flow hedges of underlying forecasted sales and purchases. Current open contracts hedge forecasted transactions until December 31, 2022. At December 31, 2021, we had open forward contracts with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $2,015.4 million.

As of December 31, 2021, we had open interest rate contracts in AOCI in a net after-tax gain position of $3.0 million designated as cash flow hedges of the anticipated fixed rate coupon of debt forecasted to be issued within a designated window. At December 31, 2021 we had interest rate swap contracts outstanding with a total aggregate notional value of approximately $100.0 million.

In conjunction with the issuance of the Senior Notes, on September 20, 2019 we settled on various interest rate swap agreements which were entered into to hedge the variability in treasury rates. This settlement resulted in a loss of $83.1 million which was recorded in other comprehensive income and will be amortized over the various terms of the Senior Notes. Refer to Note 14 to the consolidated financial statements included within this Form 10-K for further details on the Senior Notes.

As of December 31, 2021, we had no open commodity contracts in AOCI designated as cash flow hedges of underlying forecasted purchases. At December 31, 2021, we had no mmBTUs (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity forward contracts.

Approximately $31.1 million of net after-tax gains, representing open foreign currency exchange contracts will be realized in earnings during the twelve months ending December 31, 2022 if spot rates in the future are consistent with forward rates as of December 31, 2021. The actual effect on earnings will be dependent on the actual spot rates when the forecasted transactions

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occur. We recognize derivative gains and losses in the "Costs of sales and services" line in the consolidated statements of income (loss).

 

Derivatives Not Designated As Hedging Instruments

We hold certain forward contracts that have not been designated as cash flow hedging instruments for accounting purposes. Contracts used to hedge the exposure to foreign currency fluctuations associated with certain monetary assets and liabilities are not designated as cash flow hedging instruments, and changes in the fair value of these items are recorded in earnings.

We had open forward contracts not designated as cash flow hedging instruments for accounting purposes with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $2,321.4 million at December 31, 2021.

Fair Value of Derivative Instruments

The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments as of December 31, 2021 and 2020:

			December 31, 2021
			Gross Amount of Derivatives
(in Millions)			Designated as Cash Flow Hedges						Not Designated as Hedging Instruments						Total Gross Amounts						Gross Amounts Offset in the Consolidated Balance Sheet (3)						Net Amounts
Derivatives
Foreign exchange contracts			$	35.9					$	5.7					$	41.6					$	(21.9)					$	19.7
Interest rate contracts			3.7						—						3.7						—						3.7
Total derivative assets (1)			$	39.6					$	5.7					$	45.3					$	(21.9)					$	23.4
Foreign exchange contracts			$	(16.2)					$	(9.7)					$	(25.9)					$	21.9					$	(4.0)
Total derivative liabilities (2)			$	(16.2)					$	(9.7)					$	(25.9)					$	21.9					$	(4.0)
Net derivative assets (liabilities)			$	23.4					$	(4.0)					$	19.4					$	—					$	19.4

			December 31, 2020
			Gross Amount of Derivatives
(in Millions)			Designated as Cash Flow Hedges						Not Designated as Hedging Instruments						Total Gross Amounts						Gross Amounts Offset in the Consolidated Balance Sheet (3)						Net Amounts
Derivatives
Foreign exchange contracts			$	19.4					$	1.9					$	21.3					$	(21.1)					$	0.2
Interest rate contracts			0.1						—						0.1						—						0.1
Total derivative assets (1)			$	19.5					$	1.9					$	21.4					$	(21.1)					$	0.3
Foreign exchange contracts			$	(42.7)					$	(3.1)					$	(45.8)					$	21.1					$	(24.7)
Interest rate contracts			(0.9)						—						(0.9)						—						(0.9)
Total derivative liabilities (2)			$	(43.6)					$	(3.1)					$	(46.7)					$	21.1					$	(25.6)
Net derivative assets (liabilities)			$	(24.1)					$	(1.2)					$	(25.3)					$	—					$	(25.3)

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(1)    Net balance is included in "Prepaid and other current assets" in the consolidated balance sheets.

(2)    Net balance is included in "Accrued and other liabilities" in the consolidated balance sheets.

(3)    Represents net derivatives positions subject to master netting arrangements.

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The following tables summarize the gains or losses related to our cash flow hedges and derivatives not designated as hedging instruments:

Derivatives in Cash Flow Hedging Relationships

			Contracts
(in Millions)			Foreign exchange						Interest rate			Total
Accumulated other comprehensive income (loss), net of tax at December 31, 2018			$	10.4					$	0.8		$	11.2
2019 Activity
Unrealized hedging gains (losses) and other, net of tax			$	(3.1)					$	(65.9)		$	(69.0)
Reclassification of deferred hedging (gains) losses, net of tax (1)			(8.7)						0.5			(8.2)
Total derivative instrument impact on comprehensive income, net of tax			$	(11.8)					$	(65.4)		$	(77.2)
Adoption of accounting standard (Note 2)			$	—					$	1.0		$	1.0
Accumulated other comprehensive income (loss), net of tax at December 31, 2019			$	(1.4)					$	(63.6)		$	(65.0)
2020 Activity
Unrealized hedging gains (losses) and other, net of tax			$	(3.8)					$	1.3		$	(2.5)
Reclassification of deferred hedging (gains) losses, net of tax (1)			(6.4)						2.1			(4.3)
Total derivative instrument impact on comprehensive income, net of tax			$	(10.2)					$	3.4		$	(6.8)
Accumulated other comprehensive income (loss), net of tax at December 31, 2020			$	(11.6)					$	(60.2)		$	(71.8)
2021 Activity
Unrealized hedging gains (losses) and other, net of tax			$	40.5					$	3.6		$	44.1
Reclassification of deferred hedging (gains) losses, net of tax (1)			2.2						3.3			5.5
Total derivative instrument impact on comprehensive income, net of tax			$	42.7					$	6.9		$	49.6
Accumulated other comprehensive income (loss), net of tax at December 31, 2021			$	31.1					$	(53.3)		$	(22.2)

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(1)Amounts are included in "Costs of sales and services", "Selling, general and administrative expenses", and "Interest expense" on the consolidated statements of income (loss).

Derivatives Not Designated as Hedging Instruments

			Amount of Pre-tax Gain (Loss)  Recognized in Income on Derivatives (1)
			Year Ended December 31,
(in Millions)			2021						2020						2019
Foreign exchange contracts			$	(47.7)					$	(62.9)					$	(26.7)
Total			$	(47.7)					$	(62.9)					$	(26.7)

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(1)    Amounts in the columns represent the gain or loss on the derivative instrument offset by the gain or loss on the hedged item. These amounts are included in "Costs of sales and services" on the consolidated statements of income (loss).

Fair Value Measurements

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Market participants are defined as buyers or sellers in the principle or most advantageous market for the asset or liability that are independent of the reporting entity, knowledgeable and able and willing to transact for the asset or liability.

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Fair Value Hierarchy

We have categorized our assets and liabilities that are recorded at fair value, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure the assets and liabilities fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Recurring Fair Value Measurements

The following tables present our fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis in our consolidated balance sheets:

(in Millions)			December 31, 2021						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets
Derivatives – Foreign exchange (1)			$	19.7					$	—					$	19.7					$	—
Derivatives - Interest Rate (1)			3.7						—						3.7						—
Other (2)			21.1						21.1						—						—
Total Assets			$	44.5					$	21.1					$	23.4					$	—
Liabilities
Derivatives – Foreign exchange (1)			$	4.0					$	—					$	4.0					$	—
Derivatives - Interest Rate (1)			—						—						—						—
Other (3)			26.2						26.2						—						—
Total Liabilities			$	30.2					$	26.2					$	4.0					$	—

(in Millions)			December 31, 2020						Quoted Prices in Active Markets for Identical Assets (Level 1)						Significant Other Observable Inputs (Level 2)						Significant Unobservable Inputs (Level 3)
Assets
Derivatives – Foreign exchange (1)			$	0.2					$	—					$	0.2					$	—
Derivatives - Interest Rate (1)			0.1						—						0.1						—
Other (2)			24.1						24.1						—						—
Total Assets			$	24.4					$	24.1					$	0.3					$	—
Liabilities
Derivatives – Foreign exchange (1)			$	24.7					$	—					$	24.7					$	—
Derivatives - Interest Rate (1)			0.9						—						0.9						—
Other (3)			35.2						35.2						—						—
Total Liabilities			$	60.8					$	35.2					$	25.6					$	—

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(1)See the Fair Value of Derivative Instruments table within this Note for classifications on our consolidated balance sheets.

(2)Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheet. Both the asset and liability are recorded at fair value. Asset amounts included in "Other assets including long-term receivables, net" in the consolidated balance sheets.

(3)Primarily consists of a deferred compensation arrangement recognized on our balance sheet. Both the asset and liability are recorded at fair value. Liability amounts included in "Other long-term liabilities" in the consolidated balance sheets.

Nonrecurring Fair Value Measurements

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We continue to monitor the conditions that are subject to guarantees and indemnifications to identify whether a liability must be recognized in our financial statements.

The following table provides the estimated undiscounted amount of potential future payments for each major group of guarantees at December 31, 2021. These guarantees arise during the ordinary course of business from relationships with customers and nonconsolidated affiliates. Non-performance by the guaranteed party triggers the obligation requiring us to make payments to the beneficiary of the guarantee. Based on our experience these types of guarantees have not had a material effect on our consolidated financial position or on our liquidity. Our expectation is that future payment or performance related to the non-performance of others is considered unlikely.

(in Millions)
Guarantees:
Guarantees of vendor financing - short term (1)			$	206.2
Other debt guarantees (2)			9.7
Total			$	215.9

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(1)Represents guarantees to financial institutions on behalf of certain customers for their seasonal borrowing. The short-term amount is recorded as "Guarantees of vendor financing" on the consolidated balance sheets.

(2)These guarantees represent support provided to third-party banks for credit extended to various customers and nonconsolidated affiliates. The liability for the guarantees is recorded at an amount that approximates fair value (i.e. representing the stand-ready obligation) based on our historical collection experience and a current assessment of credit exposure. In the past, the fair value of these guarantees has been immaterial and the majority of these guarantees have had an expiration date of less than one year.

Excluded from the chart above are parent-company guarantees we provide to lending institutions that extend credit to our foreign subsidiaries. Since these guarantees are provided for consolidated subsidiaries, the consolidated financial position is not affected by the issuance of these guarantees. Also excluded from the chart, in connection with 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 or provided guarantees to third parties relating to certain contracts assumed by the buyer. Our indemnification or guarantee obligations with respect to certain liabilities may be indefinite as to duration and may or may not be subject to a deductible, minimum claim amount or cap. As such, it is not possible for us to predict the likelihood that a claim will be made or to make a reasonable estimate of the maximum potential loss or range of loss. If triggered, we may be able to recover some of the indemnity payments from third parties. Therefore, we have not recorded any specific liabilities for these guarantees. For certain obligations related to our divestitures for which we can make a reasonable estimate of the maximum potential loss or range of loss and is probable, a liability in those instances has been recorded.

Commitments

Purchase Obligations

Our minimum commitments under our take-or-pay purchase obligations associated with the sourcing of materials and energy total approximately $702.9 million. Since the majority of our minimum obligations under these contracts are over the life of the contract on a year-by-year basis, we are unable to determine the periods in which these obligations could be payable under these contracts. However, we intend to fulfill the obligations associated with these contracts through our purchases associated with the normal course of business.

Contingencies

Livent Corporation class action. On October 28, 2020, Defendants entered into a stipulation of settlement with the state court plaintiffs in which Livent, on behalf of the Defendants, will pay $7.4 million to resolve all claims related to the IPO. The court approved the settlement following a hearing on April 15, 2021 and final order and judgment was entered on April 26, 2021. The settlement resolves all pending litigation relating to the Livent IPO, including the claims in both the state and federal actions. There is no financial impact to FMC as a result of the settlement.

Asbestos claims. 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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We intend to continue managing these asbestos-related cases in accordance with our historical experience. 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. 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. 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.

Other contingent liabilities. In addition to the matters disclosed above, we have certain other contingent liabilities arising from litigation, claims, products we have sold, guarantees or warranties we have made, contracts we have entered into, indemnities we have provided, and other commitments or obligations incident to the ordinary course of business.

In Brazil, we are subject to claims from various governmental agencies regarding alleged additional indirect (non-income) taxes or duties as well as product liability matters and labor cases related to our operations. These disputes take many years to resolve as the matters move through administrative or judicial courts. We have provided reserves for such Brazilian matters that we consider probable and for which a reasonable estimate of the obligation can be made in the amount of $3.3 million and $4.1 million as of December 31, 2021 and 2020, respectively. The aggregate estimated reasonably possible loss contingencies related to such Brazilian matters exceed amounts accrued by approximately $77 million at December 31, 2021. This reasonably possible estimate is based upon information available as of the date of the filing and the actual future losses may be higher given the uncertainties regarding the ultimate decision by administrative or judicial authorities in Brazil.

In India, we are subject to audits or other proceedings by tax authorities regarding certain alleged additional indirect taxes related to our operations. Indian tax authorities have recently begun auditing or investigating many companies, including our FMC subsidiary in India, on the goods and service tax ("GST") indirect tax law which came into force in 2017. Such proceedings and potential future litigations, in which the tax authorities are challenging the technical tax position taken by the Company, take many years to resolve as the matters are heard and decided upon by tax authorities or courts. We have provided reserves for such historical Indian tax matters that we consider probable and a reasonable estimate of the obligation can be made in the amount of approximately $33.5 million, as of December 31, 2021.

Regarding other contingencies arising from operations, some of these contingencies are known - for example pending product liability litigation or claims - but are so preliminary that the merits cannot be determined, or if more advanced, are not deemed material based on current knowledge. Some contingencies are unknown - for example, claims with respect to which we have no notice or claims which may arise in the future, resulting from products we have sold, guarantees or warranties we have made, or indemnities we have provided. Therefore, we are unable to develop a reasonable estimate of our potential exposure of loss for these contingencies, either individually or in the aggregate, at this time. Based on information currently available and established reserves, we have no reason to believe that the ultimate resolution of our known contingencies, including the matters described in this Note, will have a material adverse effect on our consolidated financial position, liquidity or results of operations. However, there can be no assurance that the outcome of these contingencies will be favorable, and adverse results in certain of these contingencies could have a material adverse effect on our consolidated financial position, results of operations in any one reporting period, or liquidity.

See Note 12 to the consolidated financial statements included within this Form 10-K for the Pocatello Tribal litigation, Middleport litigation, and Portland Harbor site for legal proceedings associated with our environmental contingencies.

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For revenue by major geographical region, refer to Note 3 to the consolidated financial statements included within this Form 10-K. The following table provides our long-lived assets by major geographical region:

(in Millions)			December 31,
			2021						2020
Long-lived assets (1)
North America (2)			$	1,091.3					$	1,230.2
Latin America			742.6						792.7
Europe, Middle East, and Africa (2)			1,499.0						1,513.9
Asia (2)			2,092.3						2,044.4
Total			$	5,425.2					$	5,581.2

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(1)Geographic long-lived assets exclude long-term deferred income taxes and assets of discontinued operations on the consolidated balance sheets.

(2)The countries with long-lived assets in excess of 10 percent of consolidated long-lived assets at December 31, 2021 and 2020 are Singapore, which totaled $1,622.8 million and $1,582.5 million, the U.S., which totaled $1,083.8 million and $1,221.3 million and Denmark, which totaled $1,081.9 million and $1,104.6 million, respectively.

The following tables present details of prepaid and other current assets, other assets including long-term receivables, net, accrued and other liabilities and other long-term liabilities as presented on the consolidated balance sheets:

(in Millions)			December 31,
			2021						2020
Prepaid and other current assets
Prepaid insurance			$	12.0					$	11.1
Tax related items including value added tax receivables			226.2						197.7
Refund asset (1)			36.4						28.4
Environmental obligation recoveries (Note 12)			2.2						0.8
Derivative assets (Note 19)			23.4						0.3
Acquisition related items			3.0						3.0
Other prepaid and current assets			128.2						139.5
Total			$	431.4					$	380.8

(in Millions)			December 31,
			2021						2020
Other assets including long-term receivables, net
Non-current receivables (Note 10)			$	57.4					$	103.5
Advance to contract manufacturers			129.0						122.2
Capitalized software, net			143.8						158.0
Environmental obligation recoveries (Note 12)			2.3						3.6
Income taxes indirect benefits			33.4						37.9
Operating lease ROU asset (Note 4)			135.2						147.3
Deferred compensation arrangements (Note 19)			21.1						24.1
Pension and other postretirement benefits (Note 15)			50.4						69.5
Other long-term assets			41.2						46.2
Total			$	613.8					$	712.3

(1)    In accordance with revenue standard requirements, a sales return liability is recognized for the consideration paid by a customer to which FMC does not expect to be entitled, together with a corresponding refund asset to recover the product from the customer. See (2) below.

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(in Millions)			December 31,
			2021						2020
Accrued and other liabilities
Restructuring reserves (Note 9)			$	10.4					$	11.9
Dividend payable (Note 17)			66.8						62.3
Accrued payroll			89.8						87.0
Environmental reserves, current, net of recoveries (Note 12)			87.3						120.9
Derivative liabilities (Note 19)			4.0						24.8
Furadan® product exit asset retirement obligations			10.0						10.0
Unfavorable contracts (1)			82.0						105.8
Operating lease current liabilities (Note 4)			23.5						25.6
Other accrued and other liabilities (2)			257.4						226.4
Total			$	631.2					$	674.7

(in Millions)			December 31,
			2021						2020
Other long-term liabilities
Restructuring reserves (Note 9)			$	4.5					$	4.5
Asset retirement obligations, long-term (Note 1)			14.2						20.7
Transition tax related to Tax Cuts and Jobs Act (3)			92.1						107.8
Contingencies related to uncertain tax positions (Note 13)			45.5						83.1
Deferred compensation arrangements (Note 19)			26.2						35.2
Derivative liabilities (Note 19)			—						0.8
Self-insurance reserves (primarily workers' compensation)			6.1						1.9
Lease obligations (Note 4)			140.0						151.1
Reserve for discontinued operations (Note 11)			108.3						76.6
Unfavorable contracts (1)			10.3						89.4
Other long-term liabilities			30.1						32.7
Total			$	477.3					$	603.8

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(1)    The amount presented within accrued and other liabilities primarily represents the technical insecticide product supply agreements with DuPont for use in their retained seed treatment business for 2021 and 2020. The 2020 amount presented within other long-term liabilities primarily represents the technical insecticide product supply agreements with DuPont for use in their retained seed treatment business. Refer to Note 5 to the consolidated financial statements included within this Form 10-K for more details.

(2)    Other accrued and other liabilities includes our estimated liability for sales returns.

(3)    Represents noncurrent portion of overall transition tax to be paid over the next four years.

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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

 

									Provision (Benefit)
(in Millions)			Balance, Beginning of Year						Charged to Costs and Expenses						Charged to Other Comprehensive Income						Net recoveries, write-offs and other (1)						Balance, End of Year
December 31, 2021
Reserve for doubtful accounts (2)			$	52.6					21.1						—						(8.6)						$	65.1
Deferred tax valuation allowance			335.6						61.4						1.7						—						398.7
December 31, 2020
Reserve for doubtful accounts (2)			$	87.4					4.7						—						(39.5)						$	52.6
Deferred tax valuation allowance			303.3						34.0						(1.7)						—						335.6
December 31, 2019
Reserve for doubtful accounts (2)			$	82.9					21.2						—						(16.7)						$	87.4
Deferred tax valuation allowance			261.4						42.2						(0.3)						—						303.3

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(1)Write-offs are net of recoveries.

(2)Includes short-term and long-term portion.

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