SEC Comment Letter 0000000000-24-011764 to FMC CORP (FMC) (CIK 0000037785) (FMC)
FMC CORP (FMC) (CIK 0000037785)
Date: Oct. 21, 2024 · CIK: 0000037785 · Accession: 0000000000-24-011764
AI Filing Summary & Sentiment
File numbers found in text: 001-02376
Letter
October 21, 2024 Andrew Sandifer CFO FMC CORP 2929 Walnut Street Philadelphia, PA 19104 Re:FMC CORP 10-K filed February 27, 2024 File No. 001-02376 Dear Andrew Sandifer: We have reviewed your filing and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Item 2.02 Form 8-K filed July 31, 2024 Exhibit 99.1 Second Quarter 2024 Highlights, page 1 1.We note you present trends associated with the non-GAAP measures adjusted EBITDA and adjusted earnings per diluted share within the bullet points for the Second Quarter 2024 Highlights. Please also present the trends associated with consolidated GAAP net income and net income per diluted share. Refer to Question 102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Reconciliation of Net Income (loss) Atributable to FMC Stockholders (GAAP) To Return on Invested Capital , page 5 2.We note your calculation of ROIC uses a non-GAAP measure in the numerator. Please also present ROIC using net income (loss) attributable to FMC stockholders. Refer to Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. Form 10-Q for the Six Months Ended June 30, 2024 Free Cash Flow Reconciliation, page 47 Your free cash flow presentation includes a subtotal, adjusted cash flows from 3.
October 21, 2024 Page 2 operations, which excludes Project Focus transformation spending. The exclusion of this spending appears inconsistent with the guidance in Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits excluding charges or liabilities that required or will require cash settlement from non-GAAP liquidity measures. Please advise or revise your presentation accordingly. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551- 3691 if you have questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
Show Raw Text
October 21, 2024
Andrew Sandifer
CFO
FMC CORP
2929 Walnut Street
Philadelphia, PA 19104
Re:FMC CORP
10-K filed February 27, 2024 File No. 001-02376
Dear Andrew Sandifer:
We have reviewed your filing and have the following comments. Please respond to
this letter within ten business days by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe a comment applies to your
facts and circumstances, please tell us why in your response. After reviewing your response
to this letter, we may have additional comments.
Item 2.02 Form 8-K filed July 31, 2024
Exhibit 99.1
Second Quarter 2024 Highlights, page 1
1.We note you present trends associated with the non-GAAP measures adjusted
EBITDA and adjusted earnings per diluted share within the bullet points for the
Second Quarter 2024 Highlights. Please also present the trends associated with
consolidated GAAP net income and net income per diluted share. Refer to Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Reconciliation of Net Income (loss) Atributable to FMC Stockholders (GAAP) To Return on
Invested Capital , page 5
2.We note your calculation of ROIC uses a non-GAAP measure in the numerator.
Please also present ROIC using net income (loss) attributable to FMC
stockholders. Refer to Question 102.10(a) of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.
Form 10-Q for the Six Months Ended June 30, 2024
Free Cash Flow Reconciliation, page 47
Your free cash flow presentation includes a subtotal, adjusted cash flows from 3.
October 21, 2024
Page 2
operations, which excludes Project Focus transformation spending. The exclusion of
this spending appears inconsistent with the guidance in Item 10(e)(1)(ii)(A) of
Regulation S-K which prohibits excluding charges or liabilities that required or will
require cash settlement from non-GAAP liquidity measures. Please advise or revise
your presentation accordingly.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff. Please contact Al Pavot at 202-551-3738 or Jeanne Baker at 202-551-
3691 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services