Fmc Corp 10-Q for FY2025 Q3
Fmc Corp (FMC)
10-Q
2025-10-30
For: 2025-09-30
View Original
Added on
April 11, 2026
About this 10-Q
Fmc Corp filed this 10-Q on October 30, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $542.2M
- down 49.1% from $1.07B a year earlier
- Net loss
- $569.3M
- compared with net income of $65M a year earlier
- Diluted EPS
- -$4.52
- compared with $0.52 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________
FORM 10-Q
_______________________________________________________________________
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended September 30, 2025
or
| Transition Report Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 | |||||
For the transition period from _______ to _______
Commission File Number 1-2376
__________________________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________________________
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 215 -299-6000
__________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||||||||||||||||||
| ☐ | ||||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒
As of September 30, 2025, there were 124,920,067 of the registrant's common shares outstanding.
FMC CORPORATION
INDEX
| Page No. | |||||
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FMC CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in Millions, Except Per Share Data) | (unaudited) | (unaudited) | |||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Costs of sales and services | |||||||||||||||||||||||
| Gross margin | $ | $ | $ | $ | |||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Restructuring and other charges (income) | |||||||||||||||||||||||
| Total costs and expenses | $ | $ | $ | $ | |||||||||||||||||||
| Income from continuing operations before non-operating pension, postretirement and other charges (income), interest expense, net and income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Non-operating pension, postretirement and other charges (income) | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Provision (benefit) for income taxes | ( | ||||||||||||||||||||||
| Income (loss) from continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Amounts attributable to FMC stockholders: | |||||||||||||||||||||||
| Continuing operations, net of income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic earnings (loss) per common share attributable to FMC stockholders: | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted earnings (loss) per common share attributable to FMC stockholders: | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
The accompanying Notes are an integral part of these consolidated financial statements.
3
FMC CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in Millions) | (unaudited) | (unaudited) | |||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency adjustments: | |||||||||||||||||||||||
| Foreign currency translation gain (loss) arising during the period | $ | $ | $ | $ | |||||||||||||||||||
Total foreign currency adjustments (1) | $ | $ | $ | $ | |||||||||||||||||||
| Derivative instruments: | |||||||||||||||||||||||
Unrealized hedging gains (losses) and other, net of tax benefit (expense) of $( | $ | $ | ( | $ | ( | $ | |||||||||||||||||
Reclassification of deferred hedging (gains) losses and other, included in net income (loss), net of tax expense (benefit) of $ | ( | ( | |||||||||||||||||||||
Total derivative instruments, net of tax benefit (expense) of $( | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Pension and other postretirement benefits: | |||||||||||||||||||||||
Unrealized actuarial gains (losses) and prior service (costs) credits, net of tax benefit (expense) of | $ | $ | $ | $ | ( | ||||||||||||||||||
Reclassification of net actuarial and other (gains) losses and amortization of prior service costs and settlement charges, included in net income (loss), net of tax expense (benefit) of $( | |||||||||||||||||||||||
Total pension and other postretirement benefits, net of tax benefit (expense) of $( | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax | $ | $ | $ | $ | |||||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Less: Comprehensive income (loss) attributable to the noncontrolling interest | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
____________________
(1)Income taxes are not provided for foreign currency translation because the related investments are essentially permanent in duration.
(2)For more detail on the components of these reclassifications and the affected line item in the consolidated statements of income (loss), see Note 13.
The accompanying Notes are an integral part of these consolidated financial statements.
4
FMC CORPORATION
CONSOLIDATED BALANCE SHEETS
| (in Millions, Except Share and Par Value Data) | September 30, 2025 | December 31, 2024 | |||||||||
| ASSETS | (unaudited) | ||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, net of allowance of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | $ | $ | |||||||||
| Investments | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangibles, net | |||||||||||
| Other assets including long-term receivables, net | |||||||||||
| Deferred income taxes | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt and current portion of long-term debt | $ | $ | |||||||||
| Accounts payable, trade and other | |||||||||||
| Advance payments from customers | |||||||||||
| Accrued and other liabilities | |||||||||||
| Accrued customer rebates | |||||||||||
| Guarantees of vendor financing | |||||||||||
| Accrued pension and other postretirement benefits, current | |||||||||||
| Income taxes | |||||||||||
Liabilities held for sale | |||||||||||
| Total current liabilities | $ | $ | |||||||||
| Long-term debt, less current portion | |||||||||||
| Accrued pension and other postretirement benefits, long-term | |||||||||||
| Environmental liabilities, continuing and discontinued | |||||||||||
| Deferred income taxes | |||||||||||
| Other long-term liabilities | |||||||||||
Commitments and contingent liabilities (Note 18) | |||||||||||
| Equity | |||||||||||
Preferred stock, | $ | $ | |||||||||
Common stock, $ | |||||||||||
| Capital in excess of par value of common stock | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | |||||||||
Treasury stock, common, at cost - 2025: | ( | ( | |||||||||
| Total FMC stockholders’ equity | $ | $ | |||||||||
| Noncontrolling interests | |||||||||||
| Total equity | $ | $ | |||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying Notes are an integral part of these consolidated financial statements.
5
FMC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
(in Millions) | (unaudited) | ||||||||||
| Cash provided (required) by operating activities of continuing operations: | |||||||||||
| Net income (loss) | $ | ( | $ | ||||||||
| Discontinued operations, net of income taxes | |||||||||||
| Income (loss) from continuing operations | $ | ( | $ | ||||||||
| Adjustments from income from continuing operations to cash provided (required) by operating activities of continuing operations: | |||||||||||
| Depreciation and amortization | $ | $ | |||||||||
| Restructuring and other charges (income) | |||||||||||
| Non-cash commercial actions for India held for sale business | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Pension and other postretirement benefits | |||||||||||
| Share-based compensation | |||||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions and divestitures: | |||||||||||
| Trade receivables, net | ( | ( | |||||||||
| Guarantees of vendor financing | ( | ||||||||||
| Advance payments from customers | ( | ( | |||||||||
| Accrued customer rebates | |||||||||||
| Inventories | ( | ||||||||||
| Accounts payable, trade and other | ( | ||||||||||
| Income taxes | ( | ( | |||||||||
| Pension and other postretirement benefit contributions | ( | ( | |||||||||
| Environmental spending, continuing, net of recoveries | ( | ( | |||||||||
Restructuring and other spending (1) | ( | ( | |||||||||
Change in other operating assets and liabilities, net (2) | ( | ||||||||||
| Cash provided (required) by operating activities of continuing operations | $ | ( | $ | ||||||||
| Cash provided (required) by operating activities of discontinued operations: | |||||||||||
| Environmental spending, discontinued, net of recoveries | $ | ( | $ | ( | |||||||
Other discontinued spending (3) | ( | ( | |||||||||
| Cash provided (required) by operating activities of discontinued operations | $ | ( | $ | ( | |||||||
____________________
(1)For additional detail on restructuring and other charges activities, see Note 8.
(2)Changes in all periods primarily represent timing of payments associated with all other operating assets and liabilities.
(3)Discontinued operations for the nine months ended September 30, 2024 includes cash proceeds, net of fees of $18.0 million received as the result of an insurance settlement for retained legal reserves.
The accompanying Notes are an integral part of these consolidated financial statements.
(continued)
6
FMC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in Millions) | (unaudited) | ||||||||||
| Cash provided (required) by investing activities of continuing operations: | |||||||||||
| Capital expenditures | $ | ( | $ | ( | |||||||
Acquisitions, including cost and equity method, net | ( | ( | |||||||||
| Proceeds from (disbursements for) the sale of the GSS business | ( | ||||||||||
| Other investing activities | ( | ( | |||||||||
| Cash provided (required) by investing activities of continuing operations | $ | ( | $ | ( | |||||||
| Cash provided (required) by financing activities of continuing operations: | |||||||||||
| Increase (decrease) in short-term debt | $ | $ | |||||||||
Financing fees and premiums (4) | ( | ||||||||||
| Repayments of long-term debt | ( | ||||||||||
| Proceeds from borrowing of long-term debt | |||||||||||
| Acquisitions of noncontrolling interests | ( | ||||||||||
| Distributions to noncontrolling interests | ( | ( | |||||||||
| Issuances of common stock, net | |||||||||||
Dividends paid (5) | ( | ( | |||||||||
| Other repurchases of common stock | ( | ( | |||||||||
| Cash provided (required) by financing activities of continuing operations | $ | $ | ( | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Increase (decrease) in cash and cash equivalents | $ | $ | |||||||||
| Cash and cash equivalents, beginning of period | $ | $ | |||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
____________________
(4)See Note 9 for more information on the make-whole premium paid in connection with the early redemption of certain debt instruments.
(5)See Note 13 regarding the quarterly cash dividend.
Supplemental disclosure of cash flow information: Cash paid for interest, net of capitalized interest was $130.0 million and $149.6 million, and income taxes paid, net of refunds were $156.3 million and $137.1 million for the nine months ended September 30, 2025 and 2024, respectively. Non-cash additions to property, plant and equipment and other assets were $16.1 million and $12.7 million for the nine months ended September 30, 2025 and 2024, respectively. Non-cash investing activities include a $10.9 million and $11.4 million investment representing the deferred purchase price in a trade receivables securitization program for the nine months ended September 30, 2025 and 2024, respectively.
The accompanying Notes are an integral part of these consolidated financial statements.
7
FMC CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
| FMC Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| (in Millions, Except Per Share Data) | Common Stock, $ Value | Capital In Excess of Par | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares for benefit plan trust | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Net pension and other benefit actuarial gains (losses) and prior service costs, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net hedging gains (losses) and other, net of income tax (1) | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Acquisitions of noncontrolling interest (2) | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Shares for benefit plan trust | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net pension and other benefit actuarial gains (losses) and prior service costs, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net hedging gains (losses) and other, net of income tax (1) | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
Acquisitions to noncontrolling interest (2) | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||
| Stock compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Net pension and other benefit actuarial gains (losses) and prior service costs, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net hedging gains (losses) and other, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
___________________________________
(1)See consolidated statements of comprehensive income (loss).
(2)See Note 13 for more detail on transactions with noncontrolling interest.
8
| FMC Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||
| (in Millions, Except Per Share Data) | Common Stock, $ Value | Capital In Excess of Par | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interest | Total Equity | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Stock compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Shares for benefit plan trust | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
Net pension and other benefit actuarial gains (losses) and prior service costs, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net hedging gains (losses) and other, net of income tax (1) | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments (1) | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock compensation plans | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net pension and other benefit actuarial gains (losses) and prior service costs, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net hedging gains (losses) and other, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments (1) | — | — | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Stock compensation plans | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Net pension and other benefit actuarial gains (losses) and prior service costs, net of income tax (1) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
Net hedging gains (losses) and other, net of income tax (1) | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments (1) | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Dividends ($ | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||
___________________________________
(1)See consolidated statements of comprehensive income (loss).
The accompanying Notes are an integral part of these consolidated financial statements.
9
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited)
Note 1: Financial Information and Accounting Policies
India Held for Sale Business
In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country. The sale process is underway and is expected to conclude within the next twelve months; and, therefore, the assets related to this business are classified as held for sale beginning in the third quarter of 2025. The business does not qualify for recognition as discontinued operations and will continue to be presented in the Company’s reported GAAP results until a transaction is completed.
Total adjustment - approximately $510 million
The assets associated with the India commercial business held a carrying value of approximately $960 million at June 30, 2025. We evaluated the fair value of the assets associated with the business and determined the estimated fair value less costs to sell to be $450 million. Accordingly, we recorded $510 million of charges and write-downs in the third quarter of 2025 as a result of one-time commercial actions to prepare the India business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. This adjustment was reflected across multiple income statement line items.
•Operating results, substantially pre-sale commercial adjustments ($282.2 million): These one-time actions commenced during the period included product returns and pricing changes designed to (1) accelerate receivables collection, (2) optimize the working capital mix of receivables and inventory, and (3) address contemporaneous changes in local indirect taxation. These adjustments impacted both the Revenue and Cost of sales and services line items on the consolidated statement of income (loss), resulting in revenue charges for the India business in the third quarter of 2025. The $282 million is made up of revenue charges of $419 million, a credit to cost of sales of $144 million and selling, general and administrative charges of $7 million.
•Asset impairment ($226.8 million): Following the commercial adjustments, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sell, was recorded as an asset impairment, reflected within the Restructuring and Other Charges line item on the consolidated statement of income (loss).
Balance sheet impact - The combination of commercial adjustments and impairment resulted in a write-down of the net assets identified as held for sale to $450 million, as presented on the consolidated balance sheet as of September 30, 2025.
10
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
The table below summarizes the assets and liabilities classified as held for sale in the consolidated balance sheet:
| (in millions) | September 30, 2025 | |||||||
Trade receivables, net of allowance of $ | $ | |||||||
| Inventories | ||||||||
Prepaid and other current assets (1) | ||||||||
| Property, plant and equipment, net | ||||||||
| Goodwill | ||||||||
| Other assets | ||||||||
| Impairment on assets held for sale | ( | |||||||
| Assets held for sale | $ | |||||||
| Accounts payable, trade and other | $ | |||||||
| Accrued and other liabilities | ||||||||
| Accrued customer rebates | ||||||||
| Liabilities held for sale | $ | |||||||
| Net assets held for sale | $ | |||||||
___________________________________
(1)Primarily consists of the refund asset for the expected recovery of products from customers, which is recorded in connection with our estimated sales return liability.
GSS Divestiture
Note 2: Recently Issued and Adopted Accounting Pronouncements and Regulatory Items
New accounting guidance and regulatory items
On November 4, 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, to require disaggregation of certain expense captions into specified categories in disclosures within the notes of the financial statements. The standard is effective for FMC beginning with the Form 10-K for the year ended December 31, 2027, and early adoption is permitted. The guidance is required to be applied prospectively and amendments in the ASU may be applied prospectively or retrospectively. We are currently evaluating the impacts this standard will have on our disclosures.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Changes to the Disclosure Requirements for Income Taxes, to improve the transparency and decision usefulness of income tax disclosures. The standard requires companies to disclose a tabular effective rate reconciliation with certain reconciling items broken out by nature and/or jurisdiction as well as more robust disclosures of income taxes paid, specifically broken out between federal, state and foreign. The standard can be applied prospectively or retrospectively and early adoption is permitted. The ASU is effective for FMC beginning with the Form 10-K for the year ended December 31, 2025. We are currently evaluating the impacts this standard will have on our income tax disclosures.
11
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Note 3: Revenue Recognition
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. Plant health, which includes biological products, is also included in the below table.
The following table provides information about disaggregated revenue by major geographical region:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| North America | $ | $ | $ | $ | |||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Europe, Middle East & Africa (EMEA) | |||||||||||||||||||||||
Asia (1) | ( | ( | |||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
___________________________________
(1)During the three months ended September 30, 2025, we took several one-time commercial actions to prepare the India commercial business for sale. These one-time actions to position the India business for sale resulted in revenue charges of $419 million for the India business in the third quarter of 2025 and included the recognition of actual inventory returns during the period, an increase to the reserve for future sales returns, and various pricing actions to assist with the acceleration of receivable collection. Refer to Note 1 for further details on the India held for sale business.
The following table provides information about disaggregated revenue by major product category:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Insecticides | $ | $ | $ | $ | |||||||||||||||||||
| Herbicides | |||||||||||||||||||||||
| Fungicides | |||||||||||||||||||||||
| Plant Health | |||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
Total Revenue (1) | $ | $ | $ | $ | |||||||||||||||||||
___________________________________
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 products, 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. 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.
For additional detail on revenue recognition policies and procedures, see Note 3 to our consolidated financial statements included within our 2024 Form 10-K.
12
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
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 September 30, 2025 | Balance as of December 31, 2024 | Increase (Decrease) | ||||||||||||||
Receivables from contracts with customers, net of allowances (1) | $ | $ | $ | ( | |||||||||||||
Contract liabilities: Advance Payments from customers (2) | ( | ||||||||||||||||
(1)Amount includes $2,330.1 million of trade receivables and $79.4 million of net long-term customer receivables as of September 30, 2025. See Note 5 for more information.
(2)The amount of revenue recognized in the nine months ended September 30, 2025 that was included in the opening contract liability balance is $453.8 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 change in allowance for doubtful accounts for both current trade receivables and long-term receivables is representative of the impairment of receivables as of September 30, 2025. Refer to Note 5 for further information.
Note 4: Goodwill and Intangible Assets
The changes in the carrying amount of goodwill are presented in the table below:
| (in Millions) | Total | ||||
| Balance, December 31, 2024 | $ | ||||
India held for sale (See Note 1.) | ( | ||||
GSS divestiture allocation (See Note 1.) | ( | ||||
Foreign currency adjustments | |||||
| Balance, September 30, 2025 | $ | ||||
We perform our goodwill and indefinite-lived intangible asset impairment tests at least annually. Our fiscal year 2025 annual goodwill and indefinite-lived intangible asset impairment test was performed during the three months ended September 30, 2025. We determined no goodwill impairment existed and that the fair value was in excess of the carrying value. Additionally, no indefinite-lived asset impairment existed and the estimated fair values also exceeded the carrying value for each of our indefinite-lived intangible assets.
13
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Our intangible assets, other than goodwill, consist of the following:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||
| (in Millions) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||||||||||||
| Intangible assets subject to amortization (finite-lived) | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Patents | ( | ( | |||||||||||||||||||||||||||||||||
Brands (1) | ( | ( | |||||||||||||||||||||||||||||||||
| Purchased and licensed technologies | ( | ( | |||||||||||||||||||||||||||||||||
| Other intangibles | ( | ( | |||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Intangible assets not subject to amortization (indefinite-lived) | |||||||||||||||||||||||||||||||||||
Crop Protection Brands (2) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Brands (1) | |||||||||||||||||||||||||||||||||||
| In-process research & development | |||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
(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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | |||||||||||||||||||
The full year estimated pre-tax amortization expense for the year ended December 31, 2025 and each of the succeeding five years is approximately $72.4 million, $73.7 million, $73.6 million, $74.2 million, $70.2 million, and $68.6 million, respectively.
Note 5: Receivables
The following table displays a roll forward of the allowance for doubtful trade receivables.
| (in Millions) | |||||
| Balance, December 31, 2023 | $ | ||||
Additions - charged to expense | |||||
| Transfer from (to) allowance for credit losses (see below) | ( | ||||
Net recoveries, write-offs and other | |||||
| Balance, December 31, 2024 | $ | ||||
Additions - charged to expense | |||||
| Transfer from (to) allowance for credit losses (see below) | |||||
| Net recoveries, write-offs and other | ( | ||||
India held for sale (See Note 1.) | ( | ||||
| Balance, September 30, 2025 | $ | ||||
14
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
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 $79.4 million as of September 30, 2025. 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 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.
The following table displays a roll forward of the allowance for credit losses related to long-term customer receivables:
(in Millions) | |||||
| Balance, December 31, 2023 | $ | ||||
Additions - charged (credited) to expense | ( | ||||
| Transfer from (to) allowance for doubtful accounts (see above) | |||||
| Foreign currency adjustments | ( | ||||
| Net recoveries, write-offs and other | ( | ||||
| Balance, December 31, 2024 | $ | ||||
Additions - charged (credited) to expense | |||||
| Transfer from (to) allowance for doubtful accounts (see above) | ( | ||||
| Foreign currency adjustments | |||||
| Net recoveries, write-offs and other | |||||
| Balance, September 30, 2025 | $ | ||||
Receivables Securitization Facility:
FMC participates in certain trade receivables securitization programs, primarily impacting our Brazilian operations. On a revolving basis, FMC may sell certain trade receivables into the facilities in exchange for cash. A portion of the total receivables sold are deferred as an asset within "Other assets including long-term receivables, net" as presented on our consolidated balance sheets representing FMC’s beneficial interest in the securitization funds.
In all instances, the transferred financial assets are sold on a non-recourse basis and have met the true sale criteria under ASC Topic 860. FMC has surrendered control of the receivables and as a result they are no longer recognized on the consolidated balance sheets. FMC may be engaged to serve as a special servicer for any delinquent receivables. In that capacity, we are entitled to market rate compensation for those services.
Cash receipts from the sale of trade receivables under the securitization arrangements, received at the time of sale, are classified as cash flows from operating activities.
There were $134.0 million in receivables sold under the securitization programs during the nine months ended September 30, 2025. A $10.4 million charge associated with the transfer of these financial assets is included as a component within "" during the nine months ended September 30, 2025. There were $128.4 million in receivables sold under the securitization program during the nine months ended September 30, 2024. A $11.9 million charge associated with the transfer of these financial assets is included as a component within "" during the nine months ended September 30, 2024.
As part of funding our interest for all outstanding arrangements under the securitization programs, a portion of the receivables sold are retained by the investment fund and returned to FMC, including interest, at the maturity of the program. The fair value of the asset is approximately $40.1 million and is recorded within "Other assets including long-term receivables, net" on the consolidated balance sheets.
15
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Other Receivable Factoring:
In addition to the above, we may sell trade receivables on a non-recourse basis to third-party financial institutions. These sales are normally driven by specific market conditions, including, but not limited to, foreign exchange environments, customer credit management, as well as other factors where the receivables originate.
Note 6: Inventories
Inventories consisted of the following:
| (in Millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Finished goods | $ | $ | |||||||||
| Work in process | |||||||||||
| Raw materials, supplies and other | |||||||||||
| Net inventories | $ | $ | |||||||||
Note 7: Property, Plant and Equipment
Property, plant and equipment consisted of the following:
| (in Millions) | September 30, 2025 | December 31, 2024 | |||||||||
| Property, plant and equipment | $ | $ | |||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
Note 8: Restructuring and Other Charges (Income)
Our restructuring and other charges (income) are comprised of restructuring, asset disposals and other charges (income) as noted below.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
| Other charges (income), net | |||||||||||||||||||||||
| Total restructuring and other charges (income) | $ | $ | $ | $ | |||||||||||||||||||
16
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Restructuring charges
For detail on restructuring activities that commenced prior to 2025, see Note 7 to our consolidated financial statements included within our 2024 Form 10-K.
| Restructuring Charges | |||||||||||||||||||||||
| (in Millions) | Severance and Employee Benefits | Other Charges (Income) (1) | Asset Disposal Charges (Income) (2) | Total | |||||||||||||||||||
| Project Focus | $ | $ | $ | $ | |||||||||||||||||||
| Other items | |||||||||||||||||||||||
| Three Months Ended September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Project Focus | $ | $ | $ | $ | |||||||||||||||||||
| Other items | ( | ( | |||||||||||||||||||||
| Three Months Ended September 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| Project Focus | $ | $ | $ | $ | |||||||||||||||||||
| Other items | ( | ||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Project Focus | $ | $ | $ | $ | |||||||||||||||||||
| Other items | ( | ( | |||||||||||||||||||||
| Nine Months Ended September 30, 2024 | $ | $ | $ | $ | |||||||||||||||||||
____________________
(1)Primarily represents other charges associated with restructuring activities, including third-party costs. Other income, if applicable, primarily represents favorable developments on previously recorded exit costs and recoveries associated with restructuring. The three and nine months ended September 30, 2024 includes a $3.1
Project Focus
We previously implemented a global restructuring plan, referred to as "Project Focus," designed to right-size our cost base and optimize our footprint and organizational structure in light of the precipitous drop in demand across the crop protection market in 2023. During the nine months ended September 30, 2025, charges incurred related to Project Focus include $34.8 million of charges recorded in connection with a shutdown of a product line at one of our manufacturing locations, which includes $27.5 million of abandonment charges on assets identified for disposal. Additionally, we recorded other Project Focus-related charges during the period including $15.0 million of professional service provider costs and other miscellaneous charges, $13.5 million of severance and employee separation costs, and write-offs of $13.1 million on assets identified for disposal. The charges incurred during the nine months ended September 30, 2025 are included in the total estimated range for Project Focus. See Note 7 to our consolidated financial statements in our 2024 Form 10-K for details of the costs previously incurred for Project Focus. The remaining amounts will be reflected in our consolidated results of operations as they become probable and estimable or a triggering event is identified in accordance with the relevant accounting guidance.
17
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Roll forward of restructuring reserves
The following table shows a roll forward of restructuring reserves that will result in cash spending. These amounts exclude write-offs of fixed assets, asset impairment charges and asset retirement obligations.
| (in Millions) | Balance at December 31, 2024 (5) | Change in reserves (4) | Cash payments | Balance at September 30, 2025 (5) | |||||||||||||||||||||||||
Project Focus (1) | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
DuPont Crop restructuring (2) | |||||||||||||||||||||||||||||
Other workforce related and facility shutdowns (3) | ( | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
(1)Relates to the global restructuring plan initiated in 2023. The reserve consists primarily of contract abandonment charges recorded during 2024 resulting from the reorganization of our supply chain footprint.
(2)Represents remaining cash spending on facility separation costs associated with DuPont Crop restructuring activities.
(3)Includes exit costs related to workforce reductions and facility shutdowns on previously implemented restructuring initiatives.
(4)Primarily consists of severance and employee separation costs and third-party provider fees.
(5)Included in "Accrued and other liabilities" and "Other long-term liabilities" on the consolidated balance sheets.
Other charges (income), net
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Environmental charges, net | $ | $ | $ | $ | |||||||||||||||||||
| India held for sale business | |||||||||||||||||||||||
| Currency related matters | |||||||||||||||||||||||
| Furadan ® product exit | |||||||||||||||||||||||
| Other items, net | |||||||||||||||||||||||
| Other charges (income), net | $ | $ | $ | $ | |||||||||||||||||||
Environmental charges, net
Environmental charges represent the net charges associated with environmental remediation at continuing operating sites. See Note 11 for additional details. 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.
India held for sale business
In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country. The sale process is underway and is expected to conclude within the next twelve months; and, therefore, the assets related to this business are classified as held for sale beginning in the third quarter of 2025. Following the commercial adjustments mentioned in Note 1 to the consolidated financial statements, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sale, was recorded as an impairment charge of $226.8 million. During the nine months ended September 30, 2025, we also incurred $0.6 million in charges for third party provider costs in connection with preparing the India business for sale. Refer to Note 1 for further details on the India held for sale business.
Currency related matters
During the nine months ended September 30, 2025, we incurred $7.7 million in currency related charges driven by substantial actions implemented by the Argentine Government during the third quarter of 2025.
18
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Furadan ® product exit
Note 9: Debt
Debt maturing within one year:
| (in Millions) | September 30, 2025 | December 31, 2024 | |||||||||
Short-term foreign debt (1) | $ | $ | |||||||||
Commercial paper (2) | |||||||||||
| Total short-term debt | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
Total short-term debt and current portion of long-term debt (3) | $ | $ | |||||||||
____________________
(1)At September 30, 2025, the average effective interest rate on the borrowings was 8.9 percent.
(2)At September 30, 2025, the average effective interest rate on the borrowings was 5.0 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 $2.75 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 including any current portion of long-term debt.
Long-term debt:
| (in Millions) | September 30, 2025 | ||||||||||||||||||||||
| Interest Rate Percentage | Maturity Date | September 30, 2025 | December 31, 2024 | ||||||||||||||||||||
Pollution control and industrial revenue bonds (less unamortized discounts of $ | 2032 | $ | $ | ||||||||||||||||||||
Senior notes (less unamortized discount of $ | 2026 - 2053 | ||||||||||||||||||||||
| Subordinated Notes | 2055 | ||||||||||||||||||||||
Revolving Credit Facility (1) | 2028 | ||||||||||||||||||||||
| Foreign debt | 2025 - 2026 | ||||||||||||||||||||||
| Debt issuance cost | ( | ( | |||||||||||||||||||||
| Total long-term debt | $ | $ | |||||||||||||||||||||
| Less: debt maturing within one year | |||||||||||||||||||||||
| Total long-term debt, less current portion | $ | $ | |||||||||||||||||||||
____________________
(1)Letters of credit outstanding under our Revolving Credit Facility totaled $209.8 million and available funds under this facility were $808.4 million at September 30, 2025.
Subordinated Notes
On May 27, 2025, the Company completed the sale of $750 million aggregate principal amount of 8.45 % Subordinated Notes due November 1, 2055. The Company used the net proceeds from this offering to redeem $500 million of the senior notes due May 18, 2026 and for general corporate purposes. The Company paid a make-whole premium of $3.3 million in connection with the early redemption of the senior notes, which is recorded within "Non-operating pension, postretirement and other charges (income)" on the consolidated statement of income (loss).
19
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Covenants
Among other restrictions, the Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022 (the "Revolving Credit Facility") contains 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). In February 2025, the Company amended its credit agreement to provide additional financial flexibility given current market challenges. As defined in the amendment, the maximum leverage ratio is increased to 5.25 through the period ending September 30, 2025 and will incrementally step down during the covenant relief period ending at 3.75 for the quarter ended December 31, 2027. The amendment also maintains the minimum interest coverage ratio at 3.00 through the quarter ended December 31, 2025. The minimum interest coverage ratio will return to 3.50 beginning with the quarter ended March 31, 2026.
Our actual leverage for the four consecutive quarters ended September 30, 2025 was 4.94 , which is below the maximum leverage of 5.25 . Our actual interest coverage for the four consecutive quarters ended September 30, 2025 was 3.93 , which is above the minimum interest coverage of 3.00 . We were in compliance with all covenants at September 30, 2025.
Note 10: Discontinued Operations
Discontinued operations include adjustments to retained assets and liabilities as well as provisions, net of recoveries, for environmental liabilities and legal reserves and expenses related to previously discontinued operations and retained liabilities. The primary liabilities retained include environmental liabilities, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities.
Our discontinued operations comprised the following:
| (in Millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Adjustment for workers’ compensation, product liability, other postretirement benefits and other, net of income tax benefit (expense) of $( | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Provision for environmental liabilities and expenses, net of recoveries, net of income tax benefit (expense) of $ | ( | ( | ( | ( | |||||||||||||||||||
Provision for legal reserves and expenses, net of recoveries, net of income tax benefit (expense) of $ | ( | ( | ( | ||||||||||||||||||||
| Discontinued operations, net of income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
____________________
(1)We recorded a $34.5 million reduction in our required legal reserve in discontinued operations during the second quarter of 2025 as a result of a decrease in outstanding cases. Discontinued operations for the nine months ended September 30, 2024 includes a gain of $18.0 million recognized as the result of an insurance settlement for retained legal reserves.
20
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Note 11: Environmental Obligations
We have reserves for potential environmental obligations which we consider probable and which we can reasonably estimate. The following table is a roll forward of our total environmental reserves, continuing and discontinued:
| (in Millions) | Gross | Recoveries (3) | Net | ||||||||||||||
| Total environmental reserves at December 31, 2024 | $ | $ | ( | $ | |||||||||||||
| Provision (Benefit) | ( | ||||||||||||||||
| (Spending) Recoveries | ( | ( | |||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||
| Net change | ( | ( | |||||||||||||||
| Total environmental reserves at September 30, 2025 | $ | $ | ( | $ | |||||||||||||
Environmental reserves, current (1) | $ | $ | ( | $ | |||||||||||||
Environmental reserves, long-term (2) | ( | ||||||||||||||||
| Total environmental reserves at September 30, 2025 | $ | $ | ( | $ | |||||||||||||
____________________
(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.
(3)These recorded recoveries represent probable realization of claims against U.S. government agencies and are recorded as an offset to our environmental reserves in the consolidated balance sheets.
The estimated reasonably possible environmental loss contingencies, net of expected recoveries, exceed amounts accrued by approximately $290 million at September 30, 2025. 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. Potential environmental obligations that have not been reserved may be material to any one quarter's or year's results of operations in the future. However, we believe any such 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 provides a roll forward of our environmental recoveries representing probable realization of claims against insurance carriers and other third parties. These recoveries are recorded as "Prepaid and other current assets" and "Other assets including long-term receivables, net" in the consolidated balance sheets.
| (in Millions) | December 31, 2024 | Increase (Decrease) in recoveries | Cash received | September 30, 2025 | |||||||||||||||||||||||||
| Environmental recoveries | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
21
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Our net environmental provisions relate to costs for the continued cleanup of both continuing and discontinued manufacturing operations from previous years. The net provisions are comprised as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
Environmental provisions, net - recorded to liabilities (1) | $ | $ | $ | $ | |||||||||||||||||||
Environmental provisions, net - recorded to assets (2) | ( | ( | ( | ( | |||||||||||||||||||
| Environmental provision, net | $ | $ | $ | $ | |||||||||||||||||||
Continuing operations (3) | $ | $ | $ | $ | |||||||||||||||||||
Discontinued operations (4) | |||||||||||||||||||||||
| Environmental provision, net | $ | $ | $ | $ | |||||||||||||||||||
____________________
(1)See above roll forward of our total environmental reserves as presented on the consolidated balance sheets.
(2)See above roll forward of our total environmental recoveries as presented on the consolidated balance sheets.
(3)Recorded as a component of "Restructuring and other charges (income)" on the consolidated statements of income (loss). See Note 8. 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.
(4)Recorded as a component of "Discontinued operations, net of income taxes" on the consolidated statements of income (loss).
A more complete description of our environmental contingencies and the nature of our potential obligations are included in Notes 1 and 10 to our consolidated financial statements in our 2024 Form 10-K. See Note 10 to our consolidated financial statements in our 2024 Form 10-K for a description of significant updates to material environmental sites. There have been no significant updates since the information included in our 2024 Form 10-K.
22
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Note 12: Earnings Per Share
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 from continuing operations 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 both the three and nine months ended September 30, 2025, there were 3.5 2.3 million and 2.0 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 number of 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) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Earnings (loss) attributable to FMC stockholders: | |||||||||||||||||||||||
| Continuing operations, net of income taxes | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations, net of income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Less: Distributed and undistributed earnings allocable to restricted award holders | ( | ( | |||||||||||||||||||||
| Net income (loss) allocable to common stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Basic earnings (loss) per common share attributable to FMC stockholders: | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Diluted earnings (loss) per common share attributable to FMC stockholders: | |||||||||||||||||||||||
| Continuing operations | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Discontinued operations | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) attributable to FMC stockholders | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Shares (in thousands): | |||||||||||||||||||||||
| Weighted average number of shares of common stock outstanding - Basic | |||||||||||||||||||||||
| Weighted average additional shares assuming conversion of potential common shares | |||||||||||||||||||||||
| Shares – diluted basis | |||||||||||||||||||||||
23
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Note 13: Equity
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 | Total | |||||||||||||||||||
| Accumulated other comprehensive income (loss), net of tax at December 31, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
2025 Activity | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Net current period other comprehensive income (loss) | $ | $ | ( | $ | $ | ||||||||||||||||||
| Accumulated other comprehensive income (loss), net of tax at September 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| (in Millions) | Foreign currency adjustments | Derivative Instruments (1) | Pension and other postretirement benefits | Total | |||||||||||||||||||
| Accumulated other comprehensive income (loss), net of tax at December 31, 2023 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
2024 Activity | |||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||||||||||||||
| Net current period other comprehensive income (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss), net of tax at September 30, 2024 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
____________________
(1) See Note 17 for more information.
24
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
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 Components | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) (1) | Affected Line Item in the Consolidated Statements of Income (Loss) | ||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Derivative instruments | ||||||||||||||||||||||||||
| Gain (loss) on foreign currency contracts | $ | $ | ( | $ | $ | ( | Costs of sales and services | |||||||||||||||||||
| Gain (loss) on foreign currency contracts | ( | Selling, general and administrative expenses | ||||||||||||||||||||||||
| Gain (loss) on interest rate contracts | ( | ( | ( | ( | Interest expense, net | |||||||||||||||||||||
| Total before tax | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
| Benefit (provision) for income taxes | ( | ( | Benefit (provision) for income taxes | |||||||||||||||||||||||
| Amount included in net income (loss) | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Pension and other postretirement benefits (2) | ||||||||||||||||||||||||||
| Amortization of unrecognized net actuarial and other gains (losses) | ( | ( | ( | ( | Non-operating pension, postretirement and other charges (income) | |||||||||||||||||||||
| Recognized (gain) loss due to curtailments, settlements, and other | ( | ( | ( | ( | Non-operating pension, postretirement and other charges (income) | |||||||||||||||||||||
| Total before tax | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Benefit (provision) for income taxes | Benefit (provision) for income taxes; Discontinued operations, net of income taxes | |||||||||||||||||||||||||
| Amount included in net income (loss) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Total reclassifications for the period | $ | $ | ( | $ | $ | ( | Amount included in net income | |||||||||||||||||||
____________________
(1)Amounts in parentheses indicate charges to the consolidated statements of income (loss).
Transactions with Noncontrolling Interest
During the nine months ended September 30, 2025, we purchased the remaining 40 percent ownership interest in our Pakistan joint venture, for $8.6 million which increased our ownership from 60 percent to 100 percent.
Dividends and Share Repurchases
During each of the nine months ended September 30, 2025 and 2024, we paid dividends of $218.4 million and $217.9 million, respectively. On October 16, 2025, we paid dividends totaling $72.9 million to our shareholders of record as of September 30, 2025. This amount is included in "Accrued and other liabilities" on the consolidated balance sheet as of September 30, 2025.
25
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
As part of a broader response to the challenges the company is facing and to further prioritize debt reduction, the Board of Directors has made the decision to reduce the quarterly dividend to $0.08 per share beginning with the dividend declaration in December 2025. Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors.
In February 2022, the Board of Directors authorized the repurchase of up to $1 billion of the Company's common stock. In connection with an amendment to the Company's credit agreement in February 2025, the Company agreed that it will not repurchase shares with the exception of share repurchases under our equity compensation plans until December 31, 2027. Therefore, there were no share repurchases under the publicly announced repurchase program during the nine months ended September 30, 2025. At September 30, 2025, $825 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. We also reacquire shares from time to time from employees in connection with the vesting, exercise and forfeiture of awards under our equity compensation plans. Share repurchases in excess of issuances are subject to a 1 percent excise tax imposed by the 2022 Inflation Reduction Act. This tax is included as part of the cost basis of the shares acquired.
Note 14: Leases
For additional detail on the Company's leases and related policies, see Note 16 to our consolidated financial statements included within our 2024 Form 10-K.
The ROU asset and lease liability balances as of September 30, 2025 and December 31, 2024 were as follows:
| (in Millions) | Classification | September 30, 2025 | December 31, 2024 | |||||||||||
| Assets | ||||||||||||||
| Operating lease ROU assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Operating lease current liabilities | $ | $ | ||||||||||||
| Operating lease noncurrent liabilities | ||||||||||||||
The components of lease expense for the nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in Millions) | Lease Cost Classification | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||
| Lease Cost | ||||||||||||||||||||||||||
| Operating lease cost | Costs of sales and services / Selling, general and administrative expenses | $ | $ | $ | $ | |||||||||||||||||||||
| Variable lease cost | Costs of sales and services / Selling, general and administrative expenses | |||||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||||||||||||
| September 30, 2025 | |||||
| Operating Lease Term and Discount Rate | |||||
| Weighted-average remaining lease term (years) | |||||
| Weighted-average discount rate | % | ||||
26
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Other Information | |||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | |||||||||||||||||||||||
| Operating cash flows from operating leases | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| 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 | $ | $ | $ | $ | |||||||||||||||||||
The following table represents our future minimum operating lease payments as of, and subsequent to, September 30, 2025 under ASC 842:
| (in Millions) | Operating Leases Total | ||||||||||||||||
| Maturity of Lease Liabilities | |||||||||||||||||
| 2025 (excluding the nine months ending September 30, 2025) | $ | ||||||||||||||||
| 2026 | |||||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| Thereafter | |||||||||||||||||
| Total undiscounted lease payments | $ | ||||||||||||||||
| Less: Present value adjustment | ( | ||||||||||||||||
| Present value of lease liabilities | $ | ||||||||||||||||
Note 15: Pensions and Other Postretirement Benefits
The following table summarizes the components of net annual benefit cost (income):
| (in Millions) | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||
| Pensions | Other Benefits | Pensions | Other Benefits | ||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Amortization of net actuarial and other (gain) loss | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Recognized (gain) loss due to curtailments, settlements, and other | |||||||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | $ | ( | $ | ( | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||
27
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Note 16: Income Taxes
For the three months ended September 30, 2025, we recorded a tax provision of $82.2 million on a pretax loss of $466.0 million, resulting in a negative 17.6 percent effective tax rate from continuing operations. For the nine months ended September 30, 2025, we recorded a tax provision of $110.1 million on a pretax loss of $402.3 million, resulting in a negative 27.4 percent effective tax rate from continuing operations. The tax provision for the three and nine months ended September 30, 2025 was primarily driven by pretax charges recorded without a tax benefit related to the sale of our India business, discussed in Note 1, as well as the unfavorable impact of legislative changes of the One Big Beautiful Bill Act (“the Act”), discussed further below. For the three months ended September 30, 2024, a tax provision of $6.0 million was recorded on pretax income of $72.5 million resulting in an 8.3 percent effective tax rate from continuing operations. For the nine months ended September 30, 2024, we recorded a tax benefit of $298.9 million on pretax income of $75.0 million resulting in a negative 398.5 percent effective tax rate from continuing operations. In the second quarter of 2024, we recorded a tax benefit of approximately $300 million in connection with the establishment of a global technology and innovation center in Switzerland. Refer to Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information. Outside of these items, the change in the effective tax rate was impacted by foreign currency as well as the global mix of earnings.
We determine our interim tax provision using an Estimated Annual Effective Tax Rate methodology ("EAETR") in accordance with U.S. GAAP. The EAETR is applied to the year-to-date ordinary income, exclusive of discrete items. The tax effects of discrete items are then included to arrive at the total reported interim tax provision. The determination of the EAETR is based upon a number of estimates, including the estimated annual pretax ordinary income in each tax jurisdiction in which we operate. As our projections of ordinary income change throughout the year, the EAETR will change period-to-period. A significant amount of our earnings is generated by our foreign subsidiaries, 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. The tax effects of discrete items are recognized in the tax provision in the period they occur in accordance with U.S. GAAP. Depending on various factors, such as the item’s significance in relation to total income and the rate of tax applicable in the jurisdiction to which it relates, discrete items in any quarter can materially impact the reported effective tax rate. As a global enterprise, our tax expense can be impacted by changes in tax rates or laws, the finalization of tax audits and reviews, as well as other factors. As a result, there can be significant volatility in interim tax provisions.
On December 20, 2021, the Organization for Economic Co-operation and Development (the "OECD") released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large corporations at a minimum rate of 15% implemented via a top-up tax. The impacts of Pillar Two legislation were not material to the three and nine months ended September 30, 2025. We will continue to evaluate the impact of the Pillar Two Framework as legislative changes are enacted and additional guidance becomes available.
In January of 2025, the OECD issued administrative guidance that will limit the economic benefit of certain non-refundable tax credits ("Swiss credits"), which were granted to our Swiss subsidiaries in 2023. We may pay more top-up tax in the future as a result of the January 2025 guidance. Because we apply an accounting policy to exclude the effects of Pillar Two top-up taxes from our analysis of the realizability of certain deferred tax assets, our valuation allowance on the deferred tax asset for the Swiss credits will not be impacted by the January 2025 guidance.
28
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Note 17: Financial Instruments, Risk Management and Fair Value Measurements
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 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. | |||||||
| Cross currency swaps | Estimated amounts that would be received or paid to terminate the contracts at the reporting date based on discounted remaining cash flows for applicable currencies. | |||||||
| 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 and commodity forward contracts are included in the tables within this Note. The estimated fair value of debt is $4,560.4 million and $3,223.6 million and the carrying amount is $4,542.2 million and $3,365.3 million as of September 30, 2025 and December 31, 2024, respectively.
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 Note 18 for more information. Decisions to extend financial guarantees to customers and the amount of collateral required under these guarantees are based on our evaluation of creditworthiness on a case-by-case basis.
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 derivative contracts, including forward contracts and purchased options, to reduce the effects of fluctuating currency exchange rates, interest rates, and commodity prices. A detailed description of these risks including a discussion on the concentration of credit risk is provided in Note 18 to our consolidated financial statements on our 2024 Form 10-K.
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.
29
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Accounting for Derivative Instruments and Hedging Activities
Cash Flow Hedges
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 a hedge of the variability of cash flows to be received or paid related to a forecasted transaction (cash flow hedge). We record in accumulated other comprehensive income ("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 September 30, 2025, we had open foreign currency forward contracts in AOCI in a net after tax loss position of $18.1 million designated as cash flow hedges of underlying forecasted sales and purchases. Current open contracts hedge forecasted transactions until December 31, 2026. At September 30, 2025, we had open forward contracts designated as cash flow hedges with various expiration dates to buy, sell or exchange foreign currencies with a U.S. dollar equivalent of approximately $677.3 million.
At September 30, 2025, we had no outstanding interest rate swap contracts.
In prior periods, we settled on various interest rate swap agreements related to several debt issuances and recorded gains (losses) in other comprehensive income, which are being amortized over the various terms of those debt instruments. As of September 30, 2025, there was a remaining net after-tax loss of $25.9 million in AOCI related to these settlements.
As of September 30, 2025, we had no open commodity contracts in AOCI designated as cash flow hedges of underlying forecasted purchases. At September 30, 2025, we had no mmBTUs (millions of British Thermal Units) in aggregate notional volume of outstanding natural gas commodity forward contracts to hedge forecasted purchases.
Approximately $17.9 million of the net losses after-tax, representing open foreign currency exchange will be realized in earnings during the twelve months ending September 30, 2026 if spot rates in the future are consistent with forward rates as of September 30, 2025. The actual effect on earnings will be dependent on the actual spot rates when the forecasted transactions occur.
Net Investment Hedges
The Company is exposed to fluctuations in foreign exchange rates on investments it holds in foreign entities, and, beginning in the third quarter of 2025, the Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in foreign exchange rates on its net investment in Euro (“EUR”) denominated subsidiaries.
During the third quarter of 2025, the Company entered into fixed-to-fixed cross-currency swaps with aggregate notional amounts of $750 million, of which the Company will exchange semi-annual fixed rate payments on United States dollar notional amount for fixed rate payments in EUR. As of September 30, 2025, the Company had $750 million of hedges outstanding to hedge its net investment in EUR denominated subsidiaries and are designated as net investment hedges.
For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in Accumulated Other Comprehensive Income as part of the cumulative translation adjustment. Amounts are reclassified out of Accumulated Other Comprehensive Income into earnings when the hedged net investment is either sold or substantially liquidated.
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 $3,996.1 million at September 30, 2025.
30
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
Fair Value of Derivative Instruments
The following tables provide the gross fair value and net balance sheet presentation of our derivative instruments.
| September 30, 2025 | |||||||||||||||||||||||||||||||||||
| Gross Amount of Derivatives | |||||||||||||||||||||||||||||||||||
| (in Millions) | Designated as Cash Flow Hedges | Designated as Net Investment Hedges | Not Designated as Hedging Instruments | Total Gross Amounts | Gross Amounts Subject to Master Netting Arrangements | Net Amounts | |||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Total derivative assets (1) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
Total derivative liabilities (2) | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| Net derivative assets (liabilities) | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||||||||
| Gross Amount of Derivatives | |||||||||||||||||||||||||||||||||||
| (in Millions) | Designated as Cash Flow Hedges | Designated as Net Investment Hedges | Not Designated as Hedging Instruments | Total Gross Amounts | Gross Amounts Subject to Master Netting Arrangements | Net Amounts | |||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Total derivative assets (1) | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||
Total derivative liabilities (2) | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Net derivative assets (liabilities) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(1) Balance is included in "Prepaid and other current assets" in the consolidated balance sheets.
(2) Balance is included in "Accrued and other liabilities" in the consolidated balance sheets.
31
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
The tables below 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 | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Exchange | Interest rate | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||
| Unrealized hedging gains (losses) and other, net of tax | $ | $ | ( | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
Reclassification of deferred hedging (gains) losses, net of tax (1) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total derivative instrument impact on comprehensive income, net of tax | $ | $ | ( | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||||||||||||
| Contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign Exchange | Interest rate | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||
| Unrealized hedging gains (losses) and other, net of tax | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Reclassification of deferred hedging (gains) losses, net of tax (1) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Total derivative instrument impact on comprehensive income, net of tax | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
(1)See Note 13 for classification of amounts within the consolidated statements of income (loss).
Derivatives Not Designated as Hedging Instruments
______________
Amount of Pre-tax Gain (Loss) Recognized in Income on Derivatives (1) | |||||||||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Foreign exchange contracts | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||||
(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 "" and to a lesser extent "Selling, general, and administrative expenses" on the consolidated statements of income (loss).
32
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
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.
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 the consolidated balance sheets. During the periods presented there were no transfers between fair value hierarchy levels.
| (in Millions) | September 30, 2025 | 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) | $ | $ | $ | $ | |||||||||||||||||||
Other (2) (3) (4) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Derivatives – Foreign exchange (1) | $ | $ | $ | $ | |||||||||||||||||||
Other (2) | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
| (in Millions) | December 31, 2024 | 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) | $ | $ | $ | $ | |||||||||||||||||||
Other (2) (3) (4) | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
Derivatives – Foreign exchange (1) | $ | $ | $ | $ | |||||||||||||||||||
Other (2) | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
____________________
(1)See the Fair Value of Derivative Instruments table within this Note for classification on the consolidated balance sheets.
(2)Consists of a deferred compensation arrangement, through which we hold various investment securities, recognized on our balance sheets. Both the asset and liability are recorded at fair value. Asset amounts are included in "Other assets including long-term receivables, net" in the consolidated balance sheets. Liability amounts are included in "Other long-term liabilities" in the consolidated balance sheets.
33
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
(3)FMC maintains a beneficial interest in a trade receivables securitization fund. The fair value of the beneficial interest is determined by calculating the expected amount of cash to be received on the fund’s outstanding credit notes. As part of this evaluation, we rely on unobservable inputs, including estimating the anticipated credit losses. We consider historical information, current conditions and other reasonable factors as part of this assessment. The amount is included in "Other assets including long-term receivables, net" in the consolidated balance sheets.
(4)Includes money market funds, which consist of highly liquid investments valued at quoted market prices, recognized as "Cash and cash equivalents" on our consolidated balance sheets.
Nonrecurring Fair Value Measurements
The following table presents our fair value hierarchy for those assets and liabilities measured at fair value on a nonrecurring basis in the consolidated balance sheets during the nine months ended September 30, 2025.
| September 30, 2025 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Gains (Losses) (During the nine months ended September 30, 2025) | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
Net assets related to India held for sale business (1) | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
Note 18: Guarantees, Commitments, and Contingencies
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.
Guarantees and Other Commitments
The following table provides the estimated undiscounted amount of potential future payments for each major group of guarantees at September 30, 2025. These guarantees arise during the ordinary course of business from relationships with customers and non-consolidated 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) | $ | ||||
Other debt guarantees (2) | |||||
| Total | $ | ||||
____________________
(1)Represents guarantees to financial institutions on behalf of certain customers for their seasonal borrowing. This short-term amount is recorded within "Guarantees of vendor financing" on the consolidated balance sheets.
34
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
(2)These guarantees represent the outstanding commitment provided to third-party banks for credit extended to various direct and indirect customers. 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. Historically, the fair value of these guarantees has been and continues to be in the current reporting period, 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. Therefore, we have not recorded any specific liabilities for these guarantees. If triggered, we may be able to recover some of the indemnity payments from third parties. 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.
Supplier Financing Obligations
We work with suppliers to optimize payment terms and conditions on accounts payable to improve working capital and cash flows. We offer to a select group of suppliers a voluntary Supply Chain Finance (“SCF”) program with a global financial institution. The suppliers, at their sole discretion, may sell their receivables to the financial institution based on terms negotiated between them. Our obligations to our suppliers are not impacted by our suppliers’ decisions to sell under these arrangements. Obligations outstanding under this program are recorded within "" in our consolidated balance sheets and the associated payments are included in operating activities within our consolidated statements of cash flows.
Our payment terms with our suppliers are consistent, regardless of whether a supplier participates in the program. We deem these terms to be commercially reasonable and consistent with the range of industry standards within their respective regions. Under the terms of the agreement, we do not pledge assets as security or make any other forms of guarantees.
FMC's outstanding obligations confirmed as valid under the SCF were $173.5 million and $227.4 million as of September 30, 2025 and December 31, 2024, respectively.
Contingencies
A detailed discussion related to our outstanding contingencies can be found in Note 19 to our consolidated financial statements included within our 2024 Form 10-K. There have been no significant updates since the information included in our 2024 Form 10-K.
Derivative Litigation On January 23, 2025, and June 2, 2025, purported FMC shareholders filed derivative actions on behalf of FMC in the Eastern District of Pennsylvania ("E.D.P.A."), both alleging, among other things, that certain current and former FMC officers and directors breached their fiduciary duties to FMC, and engaged in other purported misconduct, based on the same purported misstatements and omissions alleged in the Consolidated Securities Class Action disclosed in Note 19 to the consolidated financial statements of our 2024 Form 10-K (the "Consolidated Securities Class Action"). These cases have been consolidated with the caption In re FMC Corporation Derivative Litigation, 2:25-cv-00404-KNS (E.D.P.A.), and have been stayed pending the result of the defendants’ pending motion to dismiss in the Consolidated Securities Class Action.
On May 29, 2025, and June 16, 2025, purported FMC shareholders filed derivative actions on behalf of FMC in the E.D.P.A., both alleging, among other things, that certain current and former FMC officers and directors breached their fiduciary duties to FMC, and engaged in other purported misconduct, based on the same purported misstatements and omissions alleged in the Mohammed and Macomb County Actions disclosed in Note 19 to the consolidated financial statements of our 2024 Form 10-K (the "Mohammed and Macomb County Actions"). These cases have been consolidated with the caption In re FMC Corporation Stockholder Derivative Litigation, 2:25-cv-03077-GAW (E.D.P.A.), and it is expected that the consolidated case will be stayed pending the result of defendants’ anticipated motion to dismiss in the Mohammed and Macomb County Actions.
35
FMC CORPORATION
Notes to Consolidated Financial Statements (unaudited) — (Continued)
On July 9, 2025, a purported FMC shareholder filed a derivative action on behalf of FMC in the E.D.P.A. captioned Beard v. Douglas, et al., 2:25-cv-03512-KNS (E.D.P.A.). The derivative complaint alleges, among other things, that certain current and former FMC officers and directors breached their fiduciary duties to FMC, and engaged in other purported misconduct, based on the same purported misstatements and omissions alleged in the Consolidated Securities Class Action and the Mohammed and Macomb County Actions. This matter is at a very preliminary stage.
On July 16, 2025, a purported FMC shareholder filed a derivative action on behalf of FMC in the United States District Court for the District of Delaware (“D. Del.”) captioned Fallarino v. Douglas, et al., 1:25-cv-00884-CFC (D. Del.). The derivative complaint alleges, among other things, that certain current and former FMC officers and directors breached their fiduciary duties to FMC, and engaged in other purported misconduct, based on the same purported misstatements and omissions alleged in the Mohammed and Macomb County Actions. This matter is at a very preliminary stage.
36
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains certain forward-looking statements that are based on our current views and assumptions regarding future events, future business conditions and the outlook for our company based on currently available information.
In some cases, we have identified these forward-looking statements by such words or phrases as "outlook," "will likely result," "is confident that," "expect," "expects," "should," "could," "may," "will continue to," "believe," "believes," "anticipates," "predicts," "forecasts," "estimates," "projects," "potential," "intends" or similar expressions identifying "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including the negative of those words or phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the company based on currently available information. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. These statements are qualified by reference to the risk factors included in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), the section captioned "Forward-Looking Information" in Part II of the 2024 Form 10-K and to similar risk factors and cautionary statements in all other reports and forms filed with the Securities and Exchange Commission ("SEC"). We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement.
We specifically decline to undertake any obligation, and specifically disclaim any duty, to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as may be required by law.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have described our accounting policies in Note 1 to our consolidated financial statements included in our 2024 Form 10-K. We have reviewed these accounting policies, identifying those that we believe to be critical to the preparation and understanding of our consolidated financial statements. We have reviewed these critical accounting policies with the Audit Committee of our Board of Directors. Critical accounting policies are central to our presentation of results of operations and financial condition and require management to make estimates and judgments on certain matters. We base our estimates and judgments on historical experience, current conditions and other reasonable factors.
The following is a list of those accounting policies that we have deemed most critical to the presentation and understanding of our results of operations and financial condition. See the "Critical Accounting Policies and Estimates" section in our 2024 Form 10-K for a detailed description of these policies and their potential effects on our results of operations and financial condition.
•Revenue recognition and trade receivables
•Environmental obligations and related recoveries
•Impairment and valuation of long-lived assets and indefinite-lived assets
•Pensions and other postretirement benefits
•Income taxes
RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS AND REGULATORY ITEMS
See Note 2 to the consolidated financial statements included in this Form 10-Q for a discussion of recently adopted accounting guidance and other new accounting guidance and regulatory items.
37
OVERVIEW
FMC Corporation is a global agricultural sciences company dedicated to providing farmers innovative solutions that increase the productivity and resilience of their land. We operate in a single distinct business segment. 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 products, which we group as plant health. FMC’s innovative crop protection solutions help growers produce food, feed, fiber and fuel for an expanding world population while adapting to a changing environment. FMC is committed to discovering new insecticide, herbicide, and fungicide active ingredients, product formulations and pioneering technologies that are consistently better for the planet.
India Held for Sale Business
In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country. FMC plans to continue to actively participate in the India market through a supply agreement with the eventual buyer of the business for its patented and data-protected portfolio, ranging from new diamide technologies to active ingredients and biologicals. The Company will continue its active ingredients manufacturing operations in India. The sale process is underway and is expected to conclude within the next twelve months; and, therefore, the assets related to this business are classified as held for sale beginning in the third quarter of 2025. Although the business does not qualify for recognition as discontinued operations and will continue to be presented in the Company's reported results until a transaction is completed, we believe excluding India's operating results from our non-GAAP measures during the held for sale period, beginning with the third quarter of 2025, provides management and investors with useful supplemental information regarding our ongoing financial performance. In preparation for the sale, we took a series of target actions to optimize the business for transfer and reflect its fair value.
Total adjustment - approximately $510 million
The assets associated with the India commercial business held a carrying value of approximately $960 million at June 30, 2025. We evaluated the fair value of the assets associated with the business and determined the estimated fair value less costs to sell to be $450 million. Accordingly, we recorded $510 million of charges and write-downs in the third quarter of 2025 as a result of one-time commercial actions to prepare the India business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. This adjustment was reflected across multiple income statement line items.
•Operating results, substantially pre-sale commercial adjustments ($282 million): These one-time actions commenced during the period included product returns and pricing changes designed to (1) accelerate receivables collection, (2) optimize the working capital mix of receivables and inventory, and (3) address contemporaneous changes in local indirect taxation. These adjustments impacted both the Revenue and Cost of sales and services line items on the consolidated statement of income (loss), resulting in revenue charges for the India business in the third quarter of 2025. These actions were taken in both collaboration with and in anticipation of customer behavior stemming from known indirect tax implications and broader market dynamics. These steps will help mitigate collection and local tax risks and position the business for a stronger sale outcome. The $282 million is made up of revenue charges of $419 million, a credit to cost of sales of $144 million and SG&A charges of $7 million.
•Asset impairment ($227 million): Following the commercial adjustments, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sell, was recorded as an asset impairment, reflected within the Restructuring and Other Charges line item on the consolidated statement of income (loss).
Balance sheet impact - The combination of commercial adjustments and impairment resulted in a write-down of the net assets identified as held for sale to $450 million, as presented on the consolidated balance sheet as of September 30, 2025.
38
Third Quarter 2025 Highlights
The following items are the financial highlights of our business during the three months ended September 30, 2025 compared to the three months ended September 30, 2024:
•Revenue of $542.2 million for the three months ended September 30, 2025 decreased $523.2 million, or approximately 49 percent, versus the prior year period primarily driven by one-time commercial actions taken to position the India business for sale. Excluding those actions which resulted in revenue charges for the India business, revenue decreased 10 percent versus the prior year period driven by lower pricing. On a regional basis, sales in Europe, Middle East and Africa increased approximately 11 percent, sales in Latin America decreased approximately 8 percent, and sales in North America increased by approximately 4 percent. Sales in Asia, which included the adjustments for one-time commercial actions in India, decreased approximately 271 percent. A more detailed review of revenue excluding the commercial actions related to the India held for sale business is discussed under the section titled "Results of Operations".
•Our gross margin of $128.9 million decreased versus the prior year quarter by $257.5 million. Gross margin as a percent of revenue of approximately 24 percent decreased compared to approximately 36 percent in the prior year period. Excluding the impact of the one-time commercial actions, our gross margin as a percent of revenue was 43 percent which increased compared to the prior year as a result of continued cost improvement partially offset by lower pricing during the period.
•Selling, general and administrative expenses increased from $159.2 million to $167.4 million, or approximately 5 percent versus the prior year period to support investment in new products. Research and development expenses of $63.3 million decreased $5.7 million or 8 percent, compared to the previous year. The decrease in spending on research and development relates to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.
•Net loss attributable to FMC stockholders of $569.3 million decreased $634.3 million from net income of $65.0 million in the prior year period. The decrease compared to prior year was primarily due to actions taken in India to prepare the India business for sale including one-time commercial actions of $282 million and the impairment charge of $227 million incurred to record the assets held for sale to their estimated fair value less costs to sell. Additionally, charges incurred related to Project Focus during the period included $34.8 million of charges recorded in connection with the shutdown of a product line at one of our manufacturing locations. Of these charges, $27.5 million were abandonment charges on assets identified for disposal. Adjusted after-tax earnings from continuing operations attributable to FMC stockholders of $112.4 million increased compared to the prior year amount of $87.2 million, or approximately 29 percent, primarily as a result of cost improvement and higher volumes partially offset by pricing pressure during the period. See the disclosure of our Adjusted Earnings Non-GAAP financial measurement below, under the section titled "Results of Operations".
Other Highlights
•We continue to evaluate our business to ensure alignment with strategic priorities and have concluded that a redesign of our manufacturing footprint is both necessary and timely. We intend to exit high-cost active ingredient and formulation sources and transition production to lower-cost sources. We are also implementing cost reduction initiatives in Asia to adjust for the reduced size of the region’s business following the intended sale of our India commercial business. These actions are designed to establish a cost-competitive structure that enables FMC to better compete with generics while capturing the full value of its innovative technology portfolio.
•As part of a broader response to the challenges the company is facing and to further prioritize debt reduction, the Board of Directors has made the decision to reduce the quarterly dividend to $0.08 per share beginning with the dividend declaration in December 2025. Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors.
39
2025 Outlook Update
The India commercial business is classified as held for sale beginning in the third quarter. While revenue generated by the India commercial business is included in reported revenue, revenue guidance for the company excludes India. We expect 2025 revenue excluding India(1) to be in the range of approximately $3.92 billion to $4.02 billion, down 7 percent at the midpoint versus 2024. Volume is expected to improve driven by sales of new products, particularly in our growth portfolio as well as contributions from the additional route to market recently put in place in Brazil. Price is expected to decline in the mid-to-high single digits largely driven by increased competitive pressure and certain contract adjustments to diamide partners to account for lower manufacturing costs. Foreign currency impacts are expected to be a flat to low-single digit headwind. Expected earnings of the India business are excluded for adjusted EBITDA(1) and adjusted EPS(1) guidance. We expect adjusted EBITDA(1) of $830 million to $870 million, down 6 percent at the midpoint versus 2024 results. Favorable costs and volume gains are expected to be more than offset by lower price. 2025 adjusted earnings are expected to be in the range of $2.92 to $3.14 per diluted share(1), down 13 percent at the midpoint versus 2024. For cash flow outlook, refer to the liquidity and capital resources section below.
(1)Although we provide forecasts for adjusted earnings per share, adjusted EBITDA and free cash flow (Non-GAAP financial measures), we are not able to forecast the most directly comparable measures calculated and presented in accordance with U.S. GAAP. Certain elements of the composition of the U.S. GAAP amounts are not predictable, making it impractical for us to forecast. Such elements include, but are not limited to, restructuring, acquisition charges, and discontinued operations. As a result, no U.S. GAAP outlook is provided. Starting with the third quarter 2025 guidance, we provide forecasts for revenue excluding India (non-GAAP financial measure). We are not able to forecast the GAAP revenue due to actions taken during the held for sale period to prepare the business for a potential buyer and other uncertainties. For all outlooks provided, variances are calculated versus 2024 results which include India.
40
RESULTS OF OPERATIONS
Overview
The following charts provide a reconciliation of adjusted EBITDA, adjusted Earnings, revenue excluding India, organic revenue growth and return on invested capital ("ROIC"), all of which are Non-GAAP financial measures, from the most directly comparable GAAP measure. Adjusted EBITDA, revenue excluding India, and organic revenue growth are provided to assist the readers of our financial statements with useful information regarding our operating results. Our operating results are presented based on how we assess operating performance and internally report financial information. For management purposes, we report operating performance based on earnings before interest, income taxes, depreciation and amortization, discontinued operations, and corporate special charges. Our adjusted earnings measure excludes corporate special charges, net of income taxes, discontinued operations attributable to FMC stockholders, net of income taxes, and certain Non-GAAP tax adjustments. Beginning in the third quarter of 2025, the operating results of the India commercial business during the held for sale period are excluded from our adjusted EBITDA and adjusted Earnings measures. The adjustments previously noted, as well as the India held for sale business, are excluded by us in the measure we use to evaluate business performance and determine certain performance-based compensation. Organic revenue growth excludes the impacts of foreign currency changes and the India held for sale business during the held for sale period beginning in the third quarter of 2025, which we believe is a meaningful metric to evaluate our revenue changes. These items are discussed in detail within the "Other Results of Operations" section that follows. In addition to providing useful information about our operating results to investors, we also believe that excluding the effect of corporate special charges, net of income taxes, and certain Non-GAAP tax adjustments from operating results and discontinued operations allows management and investors to compare more easily the financial performance of our underlying business from period to period. These measures should not be considered as substitutes for net income (loss) or other measures of performance or liquidity reported in accordance with U.S. GAAP.
41
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in Millions) | (unaudited) | (unaudited) | |||||||||||||||||||||
| Revenue | $ | 542.2 | $ | 1,065.4 | $ | 2,384.1 | $ | 3,021.8 | |||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Costs of sales and services | 413.3 | 679.0 | 1,532.2 | 1,897.6 | |||||||||||||||||||
| Gross margin | $ | 128.9 | $ | 386.4 | $ | 851.9 | $ | 1,124.2 | |||||||||||||||
| Selling, general and administrative expenses | 167.4 | 159.2 | 516.2 | 487.9 | |||||||||||||||||||
| Research and development expenses | 63.3 | 69.0 | 198.4 | 205.8 | |||||||||||||||||||
| Restructuring and other charges (income) | 294.5 | 22.6 | 349.0 | 158.6 | |||||||||||||||||||
| Total costs and expenses | $ | 938.5 | $ | 929.8 | $ | 2,595.8 | $ | 2,749.9 | |||||||||||||||
Income from continuing operations before non-operating pension, postretirement and other charges (income), interest expense, net and income taxes(1) | $ | (396.3) | $ | 135.6 | $ | (211.7) | $ | 271.9 | |||||||||||||||
| Non-operating pension, postretirement and other charges (income) | 5.6 | 4.4 | 15.4 | 12.9 | |||||||||||||||||||
| Income from continuing operations before interest expense, net and income taxes | $ | (401.9) | $ | 131.2 | $ | (227.1) | $ | 259.0 | |||||||||||||||
| Interest expense, net | 64.1 | 58.7 | 175.2 | 184.0 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | (466.0) | $ | 72.5 | $ | (402.3) | $ | 75.0 | |||||||||||||||
| Provision (benefit) for income taxes | 82.2 | 6.0 | 110.1 | (298.9) | |||||||||||||||||||
| Income (loss) from continuing operations | $ | (548.2) | $ | 66.5 | $ | (512.4) | $ | 373.9 | |||||||||||||||
| Discontinued operations, net of income taxes | (20.4) | (0.9) | (4.0) | (16.2) | |||||||||||||||||||
| Net income (loss) (GAAP) | $ | (568.6) | $ | 65.6 | $ | (516.4) | $ | 357.7 | |||||||||||||||
Adjustments to arrive at Adjusted EBITDA (Non-GAAP): | |||||||||||||||||||||||
| Corporate special charges (income): | |||||||||||||||||||||||
Restructuring and other charges (income)(3) | $ | 79.4 | $ | 22.6 | $ | 133.9 | $ | 158.6 | |||||||||||||||
Non-operating pension, postretirement and other charges (income)(4) | 5.6 | 4.4 | 15.4 | 12.9 | |||||||||||||||||||
India held for sale business (5) | 509.6 | — | 509.6 | — | |||||||||||||||||||
| Discontinued operations, net of income taxes | 20.4 | 0.9 | 4.0 | 16.2 | |||||||||||||||||||
| Interest expense, net | 64.1 | 58.7 | 175.2 | 184.0 | |||||||||||||||||||
| Depreciation and amortization | 43.4 | 43.2 | 130.5 | 133.2 | |||||||||||||||||||
| Provision (benefit) for income taxes | 82.2 | 6.0 | 110.1 | (298.9) | |||||||||||||||||||
Adjusted EBITDA (Non-GAAP)(2) | $ | 236.1 | $ | 201.4 | $ | 562.3 | $ | 563.7 | |||||||||||||||
____________________
(1)Referred to as operating profit.
(2)Adjusted EBITDA is defined as operating profit excluding corporate special charges (income), depreciation and amortization expense, and the India held for sale business.
(3)The three and nine months ended September 30, 2025 includes stranded raw materials related charges of $12.2 million incurred in connection with a shutdown of a product line at one of our manufacturing sites as part of Project Focus, which were recorded to "Cost of Sales and services" on the consolidated statements of income (loss). Charges of $67.1 million and $121.6 million recorded to "Restructuring and other charges (income)" on the consolidated statements of income (loss), for the three and nine months ended September 30, 2025 respectively, are also included in the reconciliation above. See Note 8 for details of restructuring and other charges (income).
(4)Our non-operating pension, postretirement and other charges (income) includes those costs (benefits) related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements. These are excluded from our operating results and are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance, and we consider these costs to be outside our operational performance. We continue to include the service cost and amortization of prior service cost in our operating results noted above. These elements reflect the current year operating costs to our business for the employment benefits provided to active employees. The nine months ended September 30, 2025 also includes other charges of $3.3 million incurred as a make-whole premium in connection with the early redemption of $500 million of the Senior Notes due May 18, 2026.
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(5)Beginning with the third quarter of 2025, the operating results of the India commercial business are excluded from our Adjusted EBITDA during the held for sale period. For the three and nine months ended September 30, 2025, we have excluded $509.6 million in charges and write-downs related to the India held for sale business including charges of $282.2 million recognized in connection with one-time commercial actions to position the India business for sale, asset impairment charges of $226.8 million to record the assets held for sale to their estimated fair value less costs to sell, and $0.6 million in third party provider costs incurred in connection with the transaction. The one-time commercial actions to prepare the India business for sale resulted in a decrease to the Revenue and Cost of sales and services line items on the consolidated statement of income (loss) and the impairment charges as well as third party provider costs were recorded to Restructuring and other charges (income) on the consolidated statement of income (loss). Refer to the India Held for Sale Business section for further details.
| ADJUSTED EARNINGS RECONCILIATION | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in Millions) | (unaudited) | (unaudited) | |||||||||||||||||||||
| Net income (loss) attributable to FMC stockholders (GAAP) | $ | (569.3) | $ | 65.0 | $ | (518.1) | $ | 357.4 | |||||||||||||||
Corporate special charges (income), pre-tax (1) | 85.0 | 27.0 | 149.3 | 171.5 | |||||||||||||||||||
India held for sale business (2) | 509.6 | — | 509.6 | — | |||||||||||||||||||
Income tax expense (benefit) on Corporate special charges (income) (3) | (16.4) | (5.0) | (27.6) | (28.4) | |||||||||||||||||||
| Corporate special charges (income), net of income taxes | $ | 578.2 | $ | 22.0 | $ | 631.3 | $ | 143.1 | |||||||||||||||
| Discontinued operations attributable to FMC Stockholders, net of income taxes | 20.4 | 0.9 | 4.0 | 16.2 | |||||||||||||||||||
Non-GAAP tax adjustments (4) | 83.1 | (0.7) | 104.3 | (305.0) | |||||||||||||||||||
| Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP) | $ | 112.4 | $ | 87.2 | $ | 221.5 | $ | 211.7 | |||||||||||||||
____________________
(1)Represents restructuring and other charges (income), and non-operating pension, postretirement and other charges (income). The three and nine months ended September 30, 2025 includes stranded raw materials related charges of $12.2 million incurred in connection with a shutdown of a product line at one of our manufacturing sites as part of Project Focus, which were recorded to "Cost of Sales and services" on the consolidated statements of income (loss). Charges of $67.1 million and $121.6 million recorded to "Restructuring and other charges (income)" on the consolidated statements of income (loss), for the three and nine months ended September 30, 2025 respectively, are also included in the reconciliation above.
(2)Beginning with the third quarter of 2025, we excluded the operating results of the India commercial business from our adjusted earnings during the held for sale period for non-GAAP purposes. For the three and nine months ended September 30, 2025, we have excluded $509.6 million of charges and write-offs in connection with the India held for sale business as a result of one-time commercial actions to prepare the India business for sale and an asset impairment charge in accordance with the held-for-sale accounting standards. For further details, refer to note 4 in the Adjusted EBITDA reconciliation above.
(3)The income tax expense (benefit) on corporate special charges (income) is determined using the applicable rates in the taxing jurisdictions in which the corporate special charge (income) occurred and includes both current and deferred income tax expense (benefit) based on the nature of the Non-GAAP performance measure.
(4)We exclude the GAAP tax provision, including discrete items, from the Non-GAAP measure of income, and include a Non-GAAP tax provision based upon the projected annual Non-GAAP effective tax rate. The GAAP tax provision includes certain discrete tax items including, but are not limited to: income tax expenses or benefits that are not related to continuing operating results in the current year; tax adjustments associated with fluctuations in foreign currency remeasurement of certain foreign operations; certain changes in estimates of tax matters related to prior fiscal years; certain changes in the realizability of deferred tax assets and related interim accounting impacts; and changes in tax law. In 2024 and 2023, we recorded significant deferred tax assets due to various tax incentives granted to the Company's Swiss subsidiaries (the "Swiss Tax Incentives"). The initial recognition of these Swiss Tax Incentives did not impact our adjusted non-GAAP effective tax rate but will be considered annually as we realize the benefits. Management believes excluding these discrete tax items, as well as the impacts of the Swiss Tax Incentives annually as the related benefits are realized, assists investors and securities analysts in understanding the tax provision and the effective tax rate related to continuing operating results thereby providing investors with useful supplemental information about FMC's operational performance. See Provision for income taxes within this section of this Form 10-Q for a reconciliation of the Non-GAAP tax provision from the GAAP tax provision.
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RECONCILIATION OF REVENUE (GAAP)
TO REVENUE EXCLUDING INDIA (NON-GAAP)(2)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue (GAAP) | $ | 542.2 | $ | 1,065.4 | $ | 2,384.1 | $ | 3,021.8 | |||||||||||||||
Less: Revenue from India commercial business(1) | (419.1) | — | (419.1) | — | |||||||||||||||||||
Revenue excluding India (Non-GAAP)(2) | $ | 961.3 | $ | 1,065.4 | $ | 2,803.2 | $ | 3,021.8 | |||||||||||||||
___________________
(1)Beginning with the third quarter of 2025, revenue from the India commercial business is excluded from our adjusted results during the held for sale period for non-GAAP purposes. During the three months ended September 30, 2025, we took several one-time commercial actions to prepare the India commercial business for sale. These one-time actions to position the India business for sale resulted in revenue charges of $419 million for the India business in the third quarter of 2025 and included the recognition of actual inventory returns during the period, an increase to the reserve for future sales returns, and various pricing actions to assist with the acceleration of receivable collection.
(2)Although the India held for sale business does not qualify for recognition as discontinued operations, we believe Revenue excluding India (non-GAAP) provides management and investors with useful supplemental information regarding our ongoing revenue performance.
ORGANIC REVENUE GROWTH RECONCILIATION
| Three Months Ended September 30, 2025 vs. 2024 | Nine Months Ended September 30, 2025 vs. 2024 | ||||||||||
| Total Revenue Change (GAAP) | (49) | % | (21) | % | |||||||
Less: Revenue for India held for sale business for the three months ended September 30, 2025 | (39) | % | (14) | % | |||||||
Revenue Excluding India Change (Non-GAAP)(1) | (10) | % | (7) | % | |||||||
| Less: Foreign Currency Impact | 1 | % | (1) | % | |||||||
| Organic Revenue Change (Non-GAAP) | (11) | % | (6) | % | |||||||
___________________
(1)Beginning with the third quarter of 2025, revenue from the India commercial business is excluded from our adjusted results during the held for sale period for non-GAAP purposes, as described in note 4 in the Adjusted EBITDA reconciliation above.
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RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO
FMC STOCKHOLDERS (GAAP) TO RETURN ON INVESTED CAPITAL ("ROIC")
NUMERATOR (NON-GAAP) AND ADJUSTED ROIC (USING NON-GAAP NUMERATOR)
We believe Adjusted ROIC provides management and investors with useful supplemental information regarding our utilization of capital provided by both equity and debt as well as our working capital and free cash flow management. Additionally, vesting of certain restricted stock awards granted to officers is connected to Adjusted ROIC as a performance metric.
| Twelve Months Ended | |||||||||||
| September 30, 2025 | |||||||||||
Net income (loss) attributable to FMC stockholders (GAAP) | $ | (534.4) | |||||||||
| Interest expense, net, net of income taxes | 199.8 | ||||||||||
| Corporate special charges (income) | 215.8 | ||||||||||
| India held for sale business | 509.6 | ||||||||||
| Income tax expense (benefit) on Corporate special charges (income) | (36.3) | ||||||||||
| Discontinued operations attributable to FMC stockholders, net of income taxes | 49.6 | ||||||||||
| Tax adjustments | 241.8 | ||||||||||
| ROIC numerator (Non-GAAP) | $ | 645.9 | |||||||||
| September 30, 2025 | September 30, 2024 | ||||||||||
| Total debt | $ | 4,542.2 | $ | 4,070.0 | |||||||
| Total FMC stockholders’ equity | 3,773.8 | 4,607.8 | |||||||||
Total debt and FMC stockholders' equity (GAAP) | $ | 8,316.0 | $ | 8,677.8 | |||||||
| ROIC denominator (2 yr average total debt and FMC stockholders' equity) | $ | 8,496.9 | |||||||||
ROIC (using Net income (loss) attributable to FMC stockholders (GAAP) as numerator) | (6.29) | % | |||||||||
| Adjusted ROIC (using Non-GAAP numerator) | 7.60 | % | |||||||||
Results of Operations
In the discussion below, all comparisons are between the periods unless otherwise noted. In certain instances, parts included in the variance explanations in the discussion below may not sum to the total variance for the financial statement line item due to rounding.
Revenue
Three Months Ended September 30, 2025 vs. 2024
Revenue of $542.2 million decreased $523.2 million, or approximately 49 percent, versus the prior year period primarily driven by revenue charges in India due to one-time commercial actions to prepare the India business for sale. Excluding the India held for sale business beginning in the third quarter of 2025, revenue decreased 10 percent driven by a price decline of 6 percent attributed to price adjustments to certain "cost-plus" contracts with specific diamide partners as a result of lower manufacturing costs and increased competition in the market, particularly for generics in Latin America and Asia. The decrease in price was partially offset by an increase in volumes of 2 percent during the period driven by the Company's growth portfolio partly offset by lower volumes for the core portfolio caused by higher competition for non-diamide legacy products. Foreign currency was a tailwind of approximately 1 percent during the period. The removal of India revenue for the three months ended September 30, 2025 as compared to the inclusion of India revenue in 2024 accounted for a decrease in revenue of approximately 6 percent during the period.
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Nine Months Ended September 30, 2025 vs. 2024
Revenue of $2,384.1 million decreased $637.7 million, or approximately 21 percent, versus the prior year period primarily driven by revenue charges in India due to one-time commercial actions to prepare the India business for sale. Excluding the India held for sale business beginning in the third quarter of 2025, revenue decreased 7 percent. Pricing pressure resulted in a decrease of 6 percent to revenue due to adjustments on certain "cost-plus" contracts with specific diamide partners along with increased competition in the market, particularly for generics in Latin America and Asia. Volume improvement partially offset the decrease resulting an increase of 2 percent versus the prior year period driven by the Company's growth portfolio. Foreign currency was a headwind of approximately 1 percent during the period. The removal of India revenue for the three months ended September 30, 2025 as compared to the inclusion of India revenue in 2024 accounted for a decrease in revenue of approximately 2 percent during the period.
| Total Revenue by Region | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| North America | $ | 244.4 | $ | 235.5 | $ | 751.7 | $ | 833.4 | |||||||||||||||
| Latin America | 463.1 | 504.1 | 980.3 | 999.3 | |||||||||||||||||||
| Europe, Middle East & Africa (EMEA) | 154.5 | 139.3 | 687.7 | 647.3 | |||||||||||||||||||
Asia (1) | (319.8) | 186.5 | (35.6) | 541.8 | |||||||||||||||||||
| Total Revenue | $ | 542.2 | $ | 1,065.4 | $ | 2,384.1 | $ | 3,021.8 | |||||||||||||||
(1)During the three months ended September 30, 2025, we took several one-time commercial actions to prepare the India commercial business for sale. These one-time actions to position the India business for sale resulted in revenue charges of $419 million for the India business in the third quarter of 2025 and included the recognition of actual inventory returns during the period, an increase to the reserve for future sales returns, and various pricing actions to assist with the acceleration of receivable collection.
Three Months Ended September 30, 2025 vs. 2024
North America: Revenue increased approximately 4 percent year-over-year driven by higher volume, most notably in the growth portfolio and branded Rynazypyr® active.
Latin America: Revenue decreased approximately 8 percent versus the third quarter of 2024 (down 9 percent organically) primarily due to lower pricing and limited volume growth driven by generic pressure in the market. In addition, low liquidity caused customer credit constraints in Brazil and Argentina and acted as a further inhibitor to growth.
EMEA: Revenue increased approximately 11 percent (up 7 percent organically) compared to the prior year period driven by the higher volumes mainly in the growth portfolio and aided by the recent launch of Isoflex® active in Great Britain.
Asia: Revenue decreased approximately 271 percent year-over-year primarily due to one-time commercial actions to prepare the India commercial business for sale. Revenue excluding India for the three months ended September 30, 2025 (non-GAAP) was down 47 percent (down 46 percent organically) year-over-year primarily due to lower volumes and pricing pressure caused by generic competition in the region.
Nine Months Ended September 30, 2025 vs. 2024
North America: Revenue decreased approximately 10 percent year-over-year (down 9 percent organically) driven by lower volumes from customers in the U.S. delaying purchases during the first quarter and expected destocking in Canada during the second quarter. Solid branded growth in the U.S., most notably in the growth portfolio and branded Rynazypyr® active, partially offset the impact of lower volumes.
Latin America: Revenue decreased approximately 2 percent versus the third quarter of 2024 (flat organically) primarily due to lower pricing and limited volume growth driven by generic pressure in the market. In addition, low liquidity caused customer credit constraints in Brazil and Argentina and acted as a further inhibitor to growth. The decrease in revenue was partially offset by direct sales to cotton growers in Brazil and sales of new active ingredients fluindapyr and Isoflex™ active in the first half of the year.
EMEA: Revenue increased approximately 6 percent (up 7 percent organically) driven by strong volume gains in the second quarter mainly in the growth portfolio and aided by the recent launch of Isoflex® active in Great Britain.
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Asia: Revenue decreased approximately 107 percent compared to the prior year period primarily due to one-time commercial actions to prepare the India commercial business for sale. Revenue excluding India for the three months ended September 30, 2025 (non-GAAP) was down 29 percent (down 28 percent organically) year-over-year primarily due to lower volumes and pricing pressure caused by generic competition in the region.
Gross margin
Three Months Ended September 30, 2025 vs. 2024
Gross margin of $128.9 million decreased by $257.5 million, or approximately 67 percent versus the prior year period. During the period, we recorded adjustments to the Revenue and Cost of sales and services on the consolidated statement of income (loss) for one-time commercial actions taken in India to prepare the commercial business for sale, which caused a decrease in gross margin of 79 percent. Cost and volume improvement during the period resulted in an increase of 29 percent and 6 percent, respectively. These increases were partially offset by lower pricing of 18 percent and foreign currency headwinds of 5 percent. Gross margin percent of approximately 24 percent decreased compared to approximately 36 percent in the prior year period primarily driven by the one-time commercial actions taken to position the India commercial business for sale. Excluding the impact of the one-time commercial actions, our gross margin as a percent of revenue was approximately 43 percent which increased compared to approximately 36 percent in the prior year as a result of continued cost improvement due to supply network changes partially offset by lower pricing during the period.
Nine Months Ended September 30, 2025 vs. 2024
Gross margin of $851.9 million decreased by $272.3 million, or approximately 24 percent versus the prior year period primarily due to 27 percent decrease caused by the one-time commercial actions taken in India. Cost and volume improvement during the period resulted in a 25 percent increase and a 1 percent increase to gross margin, respectively. The increases were partially offset by a 16 percent decrease due to lower pricing as well as foreign currency headwinds of 7 percent. Gross margin percent of approximately 36 percent decreased compared to approximately 37 percent in the prior year period. Excluding the impact of the one-time commercial actions, our gross margin as a percent of revenue was approximately 40 percent which increased compared to approximately 37 percent in the prior year as a result of continued cost improvement due to supply network changes partially offset by lower pricing during the period.
Selling, general and administrative expenses
Three Months Ended September 30, 2025 vs. 2024
Selling, general and administrative expenses of $167.4 million increased by $8.2 million, or 5 percent, versus the prior year period primarily as a result of continued investment to support new products.
Nine Months Ended September 30, 2025 vs. 2024
Selling, general and administrative expenses of $516.2 million increased by $28.3 million, or 6 percent, versus the prior year period. The increase in selling, general and administrative expenses is primarily the result of investment to support new products as well as additional sales force in Brazil.
Research and development expenses
Three Months Ended September 30, 2025 vs. 2024
Research and development expenses of $63.3 million decreased by $5.7 million or 8 percent compared to the previous year. The decrease in spending on research and development relates to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.
Nine Months Ended September 30, 2025 vs. 2024
Research and development expenses of $198.4 million decreased by $7.4 million or 4 percent compared to the previous year. The decrease in spending on research and development relates to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.
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Depreciation and amortization
Three Months Ended September 30, 2025 vs. 2024
Depreciation and amortization of $43.4 million remained flat versus previous year.
Nine Months Ended September 30, 2025 vs. 2024
Depreciation and amortization of $130.5 million decreased by $2.7 million or 2 percent as compared to the prior year period of $133.2 million. The decrease was the result of the write off of certain assets during 2024 as part of our Project Focus restructuring initiative.
Interest expense, net
Three Months Ended September 30, 2025 vs. 2024
Interest expense, net of $64.1 million increased by $5.4 million or 9 percent compared to the prior year period of $58.7 million primarily driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025, which increased interest expense by $8.7 million as well as an increase of $0.6 million driven by higher interest rates and debt balances in our foreign portfolio. The increase was partially offset by a decrease of $3.7 million driven by lower domestic short-term balances and rates.
Nine Months Ended September 30, 2025 vs. 2024
Interest expense, net of 175.2 million decreased by $8.8 million or 5 percent compared to the prior year period of 184.0 million primarily driven by lower domestic short-term balances and rates, which decreased interest expense by approximately $20.0 million. The decrease in interest expense was partially offset by an increase of $11.9 million driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025.
Corporate special charges (income)
Restructuring and other charges (income)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Restructuring charges | $ | 49.9 | $ | 15.7 | $ | 76.5 | $ | 133.2 | |||||||||||||||
| Other charges (income), net | 244.6 | 6.9 | 272.5 | 25.4 | |||||||||||||||||||
| Total restructuring and other charges (income) | $ | 294.5 | $ | 22.6 | $ | 349.0 | $ | 158.6 | |||||||||||||||
Three Months Ended September 30, 2025 vs. 2024
Restructuring and other charges (income) primarily consists of $49.7 million in costs associated with the Project Focus restructuring initiative. Charges incurred related to Project Focus include of $34.8 million of charges recorded in connection with a shutdown of a product line at one of our manufacturing locations, which includes $27.5 million of abandonment charges on assets identified for disposal. Additionally, we recorded other Project Focus-related charges during the period including $3.5 million of professional service provider costs and other miscellaneous charges, $3.9 million of severance and employee separation costs, and write-offs of $7.5 million on assets identified for disposal. In connection with the restructuring initiative, the Company expects to incur pre-tax restructuring charges in the range of approximately $425 million to $475 million, inclusive of charges incurred beginning in 2023 through September 30, 2025. We have increased our previously disclosed range by approximately $50 million, at the midpoint, to include additional charges related to the shutdown of a product line at one of our manufacturing sites. The estimate for total Project Focus charges, which is subject to future changes, also includes severance and related benefit costs in the range of $100 to $110 million, asset write-off and contract abandonment charges of approximately $280 to $300 million, and other costs of $45 to $65 million. We have implemented substantially all the activities associated with the plan and expect the plan to be complete by the end of 2025. However, we may incur additional asset write-off charges and other exit and disposal costs should additional activities be implemented under the restructuring program. The remaining amounts will be reflected in our consolidated results of operations as they become probable and estimable or a triggering event is identified in accordance with the relevant accounting guidance. During the three months ended September 30, 2025, we also recorded charges of $0.2 million for miscellaneous activity related to previously implemented restructuring initiatives.
48
Restructuring and other charges (income) during 2024 primarily consists of charges incurred related to Project Focus including charges of $7.0 million of severance and employee separation costs, $5.4 million of professional service provider costs and other miscellaneous charges, and write-offs of $6.2 million on assets identified for disposal. During the three months ended September 30, 2024, we also recognized income of $2.9 million related to previously implemented restructuring initiatives including a gain recognized on the disposition of a previously closed manufacturing site.
Other charges (income) of $244.6 million are primarily related to the asset impairment charge incurred related to the India held for sale business. Following the commercial adjustments to prepare the India business for sale, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sale, was recorded as an impairment charge of $226.8 million. During the three months ended September 30, 2025, we also incurred $0.6 million in charges for third party provider costs in connection with preparing the India business for sale. Other charges (income) for the three months ended September 30, 2025 also included $7.7 million in currency related charges driven by devaluation actions taken by the Argentine Government during the third quarter of 2025, $4.9 million of charges associated with our environmental sites, and $4.6 million of other miscellaneous charges.
Other charges (income) net in 2024 of $6.9 million is comprised of $4.8 million of charges associated with our environmental sites, and $2.1 million of other miscellaneous charges.
Nine Months Ended September 30, 2025 vs. 2024
Restructuring and other charges (income) primarily consists of $76.4 million of costs associated with the Project Focus restructuring initiative. Charges incurred related to Project Focus include of $34.8 million of charges recorded in connection with a shutdown of a product line at one of our manufacturing locations, which includes $27.5 million of abandonment charges on assets identified for disposal. Additionally, we recorded other Project Focus-related charges of $15.0 million of professional service provider costs and other miscellaneous charges associated with the project, $13.5 million of severance and employee separation costs, and write-offs of $13.1 million on assets identified for disposal. During the nine months ended September 30, 2025, we also recorded charges of $0.1 million for miscellaneous activity related to previously implemented restructuring initiatives.
Restructuring and other charges (income) during 2024 primarily consists of costs associated with the Project Focus restructuring initiative. Charges incurred in connection with the initiative consist of $53.3 million of non-cash asset write off charges resulting from the contract termination with one of our third-party manufacturers, $44.5 million of severance and employee separation costs, including costs associated with the CEO transition, $24.1 million of professional service provider costs and other miscellaneous charges, and write-offs of $14.4 million on assets identified for disposal. During the nine months ended September 30, 2024, we also recognized income of $3.1 million related to previously implemented restructuring initiatives including a gain recognized on the disposition of a previously closed manufacturing site.
Other charges (income) of $272.5 million are primarily related to the asset impairment charge incurred related to the India held for sale business. Following the commercial adjustments to prepare the India business for sale, we evaluated the remaining carrying value of the net assets associated with the business. The difference between the adjusted carrying value and the estimated fair value, less costs to sale, was recorded as an impairment charge of $226.8 million. We also incurred $0.6 million in charges for third party provider costs in connection with preparing the India business for sale. Other charges (income) for the three months ended September 30, 2025 also included $7.7 million in currency related charges driven by devaluation actions taken by the Argentine Government during the third quarter of 2025, $15.8 million of charges associated with our environmental sites, a charge of $11.9 million due to changes in our estimate for Furadan ® disposal costs at our Middleport site, and $9.7 million of other miscellaneous charges.
Other charges (income) during 2024 of $25.4 million is comprised of $13.8 million of charges associated with our environmental sites and $11.6 million of other miscellaneous charges.
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Non-operating pension, postretirement and other charges (income)
Three Months Ended September 30, 2025 vs. 2024
Charges for the three months ended September 30, 2025 were $5.6 million compared to $4.4 million for the three months ended September 30, 2024.
Nine Months Ended September 30, 2025 vs. 2024
Charges for the nine months ended September 30, 2025 were $15.4 million compared to $12.9 million for the three months ended September 30, 2024. The increase is primarily attributed to the charge of $3.3 million incurred as a make-whole premium in connection with the early redemption of $500 million of the Senior Notes due May 18, 2026.
Provision for income taxes
Three Months Ended September 30, 2025 vs. 2024
The provision for income taxes for the three months ended September 30, 2025 was $82.2 million resulting in an effective tax rate of negative 17.6 percent. The provision for income taxes for the three months ended September 30, 2024 was $6.0 million resulting in an effective tax rate of 8.3 percent. The change in the effective tax rate from GAAP continuing operations for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily driven by the factors shown in the table below as well as global mix of earnings.
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in Millions) | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | |||||||||||||||||
| GAAP - Continuing operations | $ | (466.0) | $ | 82.2 | (17.6) | % | $ | 72.5 | $ | 6.0 | 8.3 | % | |||||||||||
Corporate special charges (income)(1) | 594.6 | 16.4 | 27.0 | 5.0 | |||||||||||||||||||
| Revisions to Valuation allowances of historical deferred tax assets | — | (46.4) | — | — | |||||||||||||||||||
Net impact of Switzerland tax incentives(2,3) | — | (18.6) | — | — | |||||||||||||||||||
Foreign currency and other discrete items(2) | — | (18.1) | — | 0.7 | |||||||||||||||||||
| Non-GAAP - Continuing operations | $ | 128.6 | $ | 15.5 | 12.1 | % | $ | 99.5 | $ | 11.7 | 11.8 | % | |||||||||||
_______________
(1) Charges and write-down of net assets associated with the India held for sale business were recorded without an associated tax benefit.
(2) Refer to Notes 3 and 4 of the Adjusted Earnings Reconciliation table within this section of this Form 10-Q for an explanation of tax adjustments.
(3) In connection with the establishment of a global technology and innovation center in Switzerland, we recorded a net tax benefit of approximately $300 million during the second quarter of 2024. Refer to Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information.
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Nine Months Ended September 30, 2025 vs. 2024
The provision for income taxes for the nine months ended September 30, 2025 was $110.1 million resulting in an effective tax rate of negative 27.4 percent. The benefit for income taxes for the nine months ended September 30, 2024 was $298.9 million resulting in an effective tax rate of negative 398.5 percent. The change in the effective tax rate from GAAP continuing operations for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 was primarily driven by the factors shown in the table below as well as global mix of earnings.
Nine Months Ended September 30, 2025 | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (in Millions) | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | |||||||||||||||||
| GAAP - Continuing operations | $ | (402.3) | $ | 110.1 | (27.4) | % | $ | 75.0 | $ | (298.9) | (398.5) | % | |||||||||||
Corporate special charges (income) (1) | 658.9 | 27.6 | 171.5 | 28.4 | |||||||||||||||||||
| Revisions to valuation allowances of historical deferred tax assets | — | (45.2) | — | 1.6 | |||||||||||||||||||
Net impact of Switzerland tax incentives(2,3) | — | (31.9) | — | 300.0 | |||||||||||||||||||
Foreign currency and other discrete items (2) | — | (27.2) | — | 3.4 | |||||||||||||||||||
| Non-GAAP - Continuing operations | $ | 256.6 | $ | 33.4 | 13.0 | % | $ | 246.5 | $ | 34.5 | 14.0 | % | |||||||||||
_______________
(1) Charges and write-down of net assets associated with the India held for sale business were recorded without an associated tax benefit.
(2) Refer to Note 3 of the Adjusted Earnings Reconciliation table within this section of this Form 10-Q for an explanation of tax adjustments.
(3) In connection with the establishment of a global technology and innovation center in Switzerland, we recorded a net tax benefit of approximately $300 million during the second quarter of 2024. Refer to Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information.
Discontinued operations, net of income taxes
Our discontinued operations include provisions, net of recoveries, for environmental liabilities and legal reserves and expenses related to previously discontinued operations and retained liabilities.
Three Months Ended September 30, 2025 vs. 2024
Discontinued operations, net of income taxes represented loss of $20.4 million for the three months ended September 30, 2025 compared to a loss of $0.9 million for the three months ended September 30, 2024. The activity in both the three months ended September 30, 2025 and 2024 was primarily due to adjustments related to the retained liabilities from our previous discontinued operations.
Nine Months Ended September 30, 2025 vs. 2024
Discontinued operations, net of income taxes represented loss of $4.0 million for the nine months ended September 30, 2025 compared to a loss of $16.2 million for the nine months ended September 30, 2024. The income during the nine months ended September 30, 2025 was primarily the result of a $34.5 million reduction in our required legal reserve due to a decrease in outstanding cases. The activity in the nine months ended September 30, 2024 was primarily due to adjustments related to the retained liabilities from our previous discontinued operations partially offset by a gain of $18.0 million recognized as the result of an insurance settlement for retained legal reserves.
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Net income (loss)
Three Months Ended September 30, 2025 vs. 2024
The net loss recognized during the period was $568.6 million as compared to net income of $65.6 million in the prior year period. The change year over year is primarily attributable to the approximately $510 million of adjustments recorded in connection with the India held for sale business including $282.2 million in charges related to one-time commercial actions recorded during the period and an impairment charge of $226.8 million to record the assets held for sale at their estimated fair value less costs to sell. During the third quarter of 2025, we also recorded a valuation allowance of approximately $47 million against historical deferred tax assets associated with interest expense that we do not anticipate being able to utilize in the future due to the recently enacted One Big Beautiful Bill ("OBBB") Act, which resulted in an increase to our provision for income taxes as compared to the prior year period.
Nine Months Ended September 30, 2025 vs. 2024
The net loss recognized during the period was $516.4 million as compared to net income of $357.7 million in the prior year period. The decrease in results was significantly impacted by the India held for sale business. One-time commercial actions to prepare the India commercial business for sale resulted in charges of $282.2 million and we recorded an impairment charge on the related assets held for sale of $226.8 million during the period. The change in the provision for income taxes also contributed to the decrease in net income during the period. The benefit for income taxes for the nine months ended September 30, 2024 was the result of a tax benefit of approximately $300 million recorded due to changes in our corporate entity structure in connection with our plans to establish a global technology and innovation center in Switzerland. In comparison, we recorded a $110.1 million provision for income taxes during the nine months ended September 30, 2025.
The only difference between Net income (loss) and Net income (loss) attributable to FMC stockholders is noncontrolling interest, which period over period is immaterial.
Adjusted EBITDA (Non-GAAP)
The Adjusted EBITDA amounts discussed below for three and nine months ended September 30, 2025 and 2024 are reconciled from Net Income (loss) within this Form 10-Q. Refer to our Overview under the section titled "Results of Operations" above.
Three Months Ended September 30, 2025 vs. 2024
Adjusted EBITDA of $236.1 million increased $34.7 million, or approximately 17 percent versus the prior year period. The increase was due to favorable costs of approximately 49 percent and higher volumes of approximately 12 percent. These increases were partially offset by pricing pressure of 33 percent, primarily due to adjustments on certain "cost-plus" contracts with specific diamide partners along with increased competition in the market, particularly due to generic competition in Latin America and Asia. Foreign exchange impacts were a headwind of 6 percent. Adjusted EBITDA for the three months ended September 30, 2024 includes contributions from the India commercial business. However, the three months ended September 30, 2025 excludes the operating results of the India commercial business as the held for sale period began in the third quarter of 2025. This exclusion accounts for 5 percent of the decrease in Adjusted EBITDA as compared to the prior year period.
Nine Months Ended September 30, 2025 vs 2024
Adjusted EBITDA of $562.3 million decreased $1.4 million, or essentially flat versus the prior year period. Adjusted EBITDA was impacted by favorable costs of approximately 41 percent and volume improvement of approximately 2 percent during the period. These increases were offset by a decrease in price impacting adjusted EBITDA by 33 percent as well as foreign exchange headwinds of 8 percent. Adjusted EBITDA for the nine months ended September 30, 2024 includes contributions from the India commercial business. However, the nine months ended September 30, 2025 excludes the operating results of the India commercial business for three months as the held for sale period began in the third quarter of 2025. This exclusion accounts for 2 percent of the decrease in Adjusted EBITDA as compared to the prior year period.
For 2025, full year Adjusted EBITDA is expected to be in the range of $830 million to $870 million, a decrease of 6 percent at the midpoint versus 2024 results. Although we provide a forecast for Adjusted EBITDA, a Non-GAAP financial measure, we are not able to forecast the most directly comparable measure calculated and presented in accordance with U.S. GAAP. See note 1 to our 2025 Outlook Update within this section of the Form 10-Q.
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LIQUIDITY AND CAPITAL RESOURCES
As a global agricultural sciences company, we require cash primarily for seasonal working capital needs, capital expenditures, and return of capital to shareholders. We plan to meet these liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility as well as other liquidity facilities, and in certain instances access to debt capital markets.
Cash
Cash and cash equivalents at September 30, 2025 and December 31, 2024, were $497.7 million and $357.3 million, respectively. Of the cash and cash equivalents balance at September 30, 2025, $487.5 million was held by our foreign subsidiaries. We have established plans to repatriate cash from certain foreign subsidiaries with minimal tax on a go forward basis. Other cash held by foreign subsidiaries is generally used to finance subsidiaries’ operating activities and future foreign investments. See Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information on our indefinite reinvestment assertion.
Outstanding debt
At September 30, 2025, we had total debt of $4,542.2 million as compared to $3,365.3 million at December 31, 2024. Total debt included $3,270.5 million and $3,027.9 million of long-term debt (excluding current portions of $88.4 million and $76.1 million) at September 30, 2025 and December 31, 2024, respectively. Our short-term debt consists of foreign borrowings and borrowings under our commercial paper program. Foreign borrowings increased from $135.7 million at December 31, 2024 to $201.5 million at September 30, 2025 while outstanding commercial paper increased from $125.6 million at December 31, 2024 to $981.8 million at September 30, 2025. We provide parent-company guarantees to lending institutions providing credit to our foreign subsidiaries. See Note 9 and Note 18 in the consolidated financial statements included in this Form 10-Q for further details.
On May 27, 2025, the Company completed the sale of $750.0 million aggregate principal amount of 8.45% Subordinated Notes due November 1, 2055. The Company used the net proceeds from this offering to redeem $500.0 million of the senior notes due May 18, 2026 and for general corporate purposes. The Company paid a make-whole premium of $3.3 million in connection with the early redemption of the senior notes, which is recorded within "Non-operating pension, postretirement and other charges (income)" on the consolidated statement of income (loss). Fees incurred to secure the Subordinated Notes have been deferred and will be amortized over the terms of the arrangement.
As of September 30, 2025, we were in compliance with all of our debt covenants. We have begun discussions to amend the financial covenants to our revolving credit facility to provide us with additional flexibility as we navigate various challenges. We anticipate executing an amendment in the fourth quarter of 2025.
Access to credit and future liquidity and funding needs
At September 30, 2025, our remaining borrowing capacity under our credit facility was $808.4 million. Our commercial paper program allows us to borrow at rates generally more favorable than those available under our credit facility. At September 30, 2025, we had $981.8 million commercial paper borrowings under the commercial paper program. At September 30, 2025, the average effective interest rate on the borrowings was 5.0 percent. Our commercial paper balances fluctuate from year to year depending on working capital needs. Based on cash generated from operations, our existing liquidity facilities, which includes the revolving credit agreement with the option to increase capacity up to $2.75 billion, and anticipated access to debt capital markets, we expect to have adequate liquidity to meet any of the company's debt obligations in the near term including any current portion of long-term debt.
Refer to the discussion regarding dividends in the Free Cash Flow (non-GAAP) section below for further details on the Board's decision to reduce the quarterly dividend beginning in December 2025.
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Working Capital Initiatives
We offer to a select group of suppliers a voluntary supply chain finance program as part of our continued efforts to improve our working capital efficiency. We do not believe that changes in the availability of the supply chain finance program would have a significant impact on our liquidity. See Note 18 for more information on the key terms and balances of the program.
From time to time, the Company may sell receivables on a non-recourse basis to third-party financial institutions. These sales are normally driven by specific market conditions, including, but not limited to, foreign exchange environments, customer credit management, as well as other factors where the receivables may lay. See Note 5 for more information on receivables factoring.
Statement of Cash Flows
Cash provided (required) by operating activities of continuing operations was $(663.3) million and $308.8 million for the nine months ended September 30, 2025 and 2024, respectively.
The table below presents the components of net cash provided (required) by operating activities of continuing operations.
| (in Millions) | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
Income from continuing operations before non-operating pension, postretirement and other charges (income), interest expense, net and income taxes (GAAP) | $ | (211.7) | $ | 271.9 | |||||||
| Restructuring and other charges (income), non-cash commercial actions for India held for sale business and depreciation and amortization | 761.7 | 291.8 | |||||||||
Change in trade receivables, net (1) | (311.6) | (269.9) | |||||||||
Change in guarantees of vendor financing | (42.8) | 8.3 | |||||||||
Change in advance payments from customers (2) | (453.8) | (481.8) | |||||||||
Change in accrued customer rebates (3) | 342.5 | 363.5 | |||||||||
Change in inventories (4) | (146.6) | 301.3 | |||||||||
Change in accounts payable (5) | (28.2) | 206.0 | |||||||||
Change in all other operating assets and liabilities (6) | (179.0) | 31.5 | |||||||||
Restructuring and other spending (7) | (81.0) | (102.5) | |||||||||
Environmental spending, continuing, net of recoveries (8) | (23.8) | (22.3) | |||||||||
Pension and other postretirement benefit contributions (9) | (2.7) | (2.3) | |||||||||
Net interest payments (10) | (130.0) | (149.6) | |||||||||
Tax payments, net of refunds (11) | (156.3) | (137.1) | |||||||||
| Cash provided (required) by operating activities of continuing operations (GAAP) | $ | (663.3) | $ | 308.8 | |||||||
____________________
(1)Both periods include the impacts of seasonality and the receivable build intrinsic in our business. The change in cash flows related to trade receivables in 2025 was driven by timing of collections. Collection timing is more pronounced in certain countries such as Brazil where there may be terms significantly longer than the rest of our business. Additionally, timing of collection is impacted as amounts for both periods include carry-over balances remaining to be collected in Latin America, where collection periods are measured in months rather than weeks. During the nine months ended September 30, 2025, we collected approximately $623.0 million of receivables in Brazil.
(2)Advance payments are primarily within North America and these payments are received in the fourth quarter of each year and recorded as deferred revenue on the balance sheet at December 31. Revenue associated with advance payments is recognized, generally in the first half of each year, as shipments are made and transfer of control to the customer takes place.
(3)These rebates are primarily associated within North America, and to a lesser extent Brazil, and in North America generally settle in the fourth quarter of each year given the end of the respective crop cycle.
(4)Changes in inventory reflect the higher inventory build required during 2025 to meet projected demand compared to the 2024 period which continued to be impacted by a lower sales outlook as a result of the channel destocking.
(5)The 2025 change in cash flows was driven by the timing of payments made to suppliers and vendors. As of September 30, 2025, approximately 97% of our accounts payable balance was considered current, which we define as outstanding less than 30 days past the invoice due date. In accordance with our standard terms, invoices are held for payment when there is an open dispute with the vendor. The remaining balance of accounts payable primarily consists of invoices that meet this criterion.
(6)Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities.
(7)For additional detail on restructuring and other charges activities, see Note 8.
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(8)The amounts represent environmental remediation spending at our operating sites which were recorded against pre-existing reserves, net of recoveries. Refer to Note 11 for more details.
(9)There were no voluntary contributions to our U.S. qualified defined benefit plan, which is slightly over funded, for the nine months ended September 30, 2025 and 2024.
(10)Cash paid for interest, net was lower during 2025 primarily due to the timing of interest payments as well as lower interest rates.
(11)Amounts shown in the chart represent net payments of our continued operations. Tax payments in 2025 include nonrecurring payments of approximately $49 million for our final U.S. transition tax required by the 2017 Tax Cuts and Jobs Act and approximately $16 million associated with certain taxes accrued in 2023 in connection with our establishment of a global technology and innovation center in Switzerland.
Cash provided (required) by operating activities of discontinued operations was $(53.7) million and $(37.2) million for the nine months ended September 30, 2025 and 2024, respectively.
Cash required by operating activities of discontinued operations is directly related to environmental, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities. Discontinued operations for the nine months ended September 30, 2024 includes cash proceeds, net of fees of $18.0 million received as the result of an insurance settlement for retained legal reserves.
Cash provided (required) by investing activities of continuing operations was $(84.4) million and $(55.9) million for the nine months ended September 30, 2025 and 2024, respectively.
Cash required by investing activities of continuing operations increased during the nine months ended September 30, 2025 compared to the same period in the prior year primarily due to timing of payments related to capital expenditures. During the nine months ended September 30, 2025, we also paid approximately $9 million to Environmental Science US, LLC d/b/a Envu as a true-up of the final working capital adjustment related to the sale of our Global Specialty Solutions ("GSS") business.
Cash provided (required) by financing activities of continuing operations was $932.1 million and $(101.5) million for the nine months ended September 30, 2025 and 2024, respectively.
Cash provided by financing activities of continuing operations increased during the nine months ended September 30, 2025, compared to the same period in the prior year primarily due to the proceeds of $750 million from the Subordinated Notes as well as higher commercial paper balances. The increase was partially offset by the redemption of $500 million of senior notes and financing fees associated with the issuance of the Subordinated Notes. There were no share repurchases during the nine months ended September 30, 2025 and 2024 under the publicly announced program.
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Free Cash Flow (Non-GAAP)
We define free cash flow, a Non-GAAP financial measure, as all cash inflows and outflows excluding those related to financing activities (such as debt repayments, dividends, and share repurchases) and acquisition related investing activities. Additionally, in 2024, free cash flow excludes the proceeds, net of transaction costs, from the sale of our GSS business. Therefore, our calculation of free cash flow will almost always result in a lower amount than cash from operating activities from continuing operations, the most directly comparable U.S. GAAP measure. However, the free cash flow measure is consistent with management's assessment of operating cash flow performance and we believe it provides a useful basis for investors and securities analysts about the cash generated by routine business operations, including capital expenditures, in addition to assessing our ability to repay debt, fund acquisitions including cost and equity method investments, and return capital to shareholders through share repurchases and dividends.
Our use of free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under U.S. GAAP. First, free cash flow is not a substitute for cash provided (required) by operating activities of continuing operations, as it is not a measure of cash available for discretionary expenditures since we have non-discretionary obligations, primarily debt service, that are not deducted from the measure. Second, other companies may calculate free cash flow or similarly titled Non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of free cash flow as a tool for comparison. Additionally, the utility of free cash flow is further limited as it does not reflect our future contractual commitments and does not represent the total increase or decrease in our cash balance for a given period. Because of these and other limitations, free cash flow should be considered along with cash provided (required) by operating activities of continuing operations and other comparable financial measures prepared and presented in accordance with U.S. GAAP.
The table below presents a reconciliation of free cash flow from the most directly comparable U.S. GAAP measure:
FREE CASH FLOW RECONCILIATION
| (in Millions) | Nine Months Ended September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
Cash provided (required) by operating activities of continuing operations (GAAP)(1) | $ | (663.3) | $ | 308.8 | |||||||
Capital expenditures(2) | (70.3) | (46.3) | |||||||||
Other investing activities(2)(3) | (1.2) | (5.2) | |||||||||
| Capital additions and other investing activities | $ | (71.5) | $ | (51.5) | |||||||
Cash provided (required) by operating activities of discontinued operations(4) | (53.7) | (37.2) | |||||||||
Divestiture transaction costs (5) | — | 4.6 | |||||||||
Free cash flow (Non-GAAP)(6) | $ | (788.5) | $ | 224.7 | |||||||
___________________
(1)Includes cash payments made in connection with our Project Focus transformation program of $77.0 million and $89.9 million for the nine months ended September 30, 2025 and 2024, respectively.
(2)Components of cash provided (required) by investing activities of continuing operations. Refer to the below discussion for further details.
(3)Included in the amounts is cash spending associated with contract manufacturers of $2.7 million for the nine months ended September 30, 2024.
(4)Refer to the above discussion for further details.
(5)Represents transactional-related costs such as legal and professional third-party fees associated with the anticipated sale of our GSS business. Proceeds from the sale of our GSS business are excluded from free cash flow; therefore, we have also excluded the related transaction costs from free cash flow.
(6)Free cash flow is defined as cash provided (required) by operating activities of continuing operations (GAAP) adjusted for spending for capital additions and other investing activities as well as cash provided (required) by discontinued operations and divestiture transaction costs associated with the sale of our GSS business. We believe that this Non-GAAP financial measure provides a useful basis for investors and securities analysts about the cash generated by routine business operations, including capital expenditures, in addition to assessing our ability to repay debt, fund acquisitions and return capital to shareholders through share repurchases and dividends. Our use of free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under U.S. GAAP.
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2025 Cash Flow Outlook
Our cash needs for 2025 include operating cash requirements (particularly working capital, as well as environmental, asset retirement obligation, and restructuring spending), capital expenditures, as well as mandatory payments of debt and dividend payments. We plan to meet our liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility. At September 30, 2025, our remaining borrowing capacity under our credit facility was $808.4 million.
We expect 2025 free cash flow (Non-GAAP) to fall within a range of approximately negative $200 million and zero. The expected decrease in this measure at the midpoint is primarily the result of lower cash from operations and our expectation of a normalization of working capital after the pronounced correction in 2024. Refer to the note to our "2025 Outlook Update" for further discussion regarding our ability to forecast the most directly comparable measures calculated and presented in accordance with U.S. GAAP.
Key cash requirements included in cash provided (required) by operating activities of continuing operations
Pension
We do not expect to make any voluntary cash contributions to our U.S. qualified defined benefit pension plan in 2025. The plan is slightly over funded and our portfolio is comprised of 100 percent fixed income securities and cash. Our investment strategy is a liability hedging approach with an objective of maintaining the funded status of the plan such that the funded status volatility is minimized and the likelihood that we will be required to make significant contributions to the plan is limited.
Environmental
Projected 2025 spending, net of recoveries includes approximately $35 million to $45 million of net environmental remediation spending for our sites accounted for within continuing operations. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.
Projected 2025 spending, net of recoveries includes approximately $40 million to $50 million of net environmental remediation spending for our discontinued sites. These projections include spending as a result of a settlement reached in 2019 at our Middleport, New York site of $10 million maximum per year, on average, until the remediation is complete.
Total projected 2025 environmental spending, inclusive of sites accounted for within both continuing operations and discontinued sites, is expected to be in the range of approximately $75 million to $95 million.
Restructuring and asset retirement obligations
We expect to make payments of approximately $90 million to $110 million in 2025, which primarily relates to Project Focus activities. As previously noted in the section titled "Results of Operations," we increased our previously disclosed range by approximately $50 million, at the midpoint, and now expect to incur approximately $425 million to $475 million of pre-tax restructuring charges in total over the life of the program. This range includes $150 to $160 million of non-cash asset write-off charges. We expect cash payments of approximately $150 million to be paid in association with contract abandonment activities executed under the program. The first of these annual payments was paid during the first quarter of 2025, which is included in the restructuring range disclosed above, and the remaining payments will be made over the next several years. The estimate also includes, but is not limited to, costs needed to transition various activities to Switzerland in order to realize the benefits associated with tax incentives awarded to the Company, employee severance and related benefit costs, and consulting and other professional service fees. We have implemented substantially all the activities associated with the plan and expect the plan to be complete by the end of 2025. However, we may incur additional asset write-off charges and other exit and disposal costs should additional activities be implemented under the restructuring program. The Company achieved $165 million in cost benefits in 2024 and the targeted annual run-rate savings is more than $225 million by the end of 2025 from the program once fully implemented, which is expected by the end of 2025.
Capital additions and other investing activities
Projected 2025 capital expenditures are expected to be in the range of approximately $105 million to $115 million. The spending is mainly driven by investments for our new products.
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Share repurchases
Except for purchases associated with our equity compensation plans, we do not anticipate any share repurchases during 2025 in compliance with the amendments to the Company's credit agreement. See Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding the Company's publicly announced repurchased program authorized in February 2022.
Dividends
During the nine months ended September 30, 2025 and September 30, 2024, we paid dividends of $218.4 million and $217.9 million, respectively. On October 16, 2025, we paid dividends totaling $72.9 million to our shareholders of record as of September 30, 2025. We expect to continue to make quarterly dividend payments. However, as part of a broader response to the challenges the company is facing and to further prioritize debt reduction, the Board of Directors has made the decision to reduce the quarterly dividend to $0.08 per share beginning with the dividend declaration in December 2025. Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors. The company has a long history of returning cash to shareholders and will continue to evaluate its capital allocation on an ongoing basis.
Commitments and Contingencies
See Note 18 to the consolidated financial statements included in this Form 10-Q.
Contractual Commitments
Information related to our contractual commitments at December 31, 2024 can be found within Part II, Item 7 of our 2024 Form 10-K. There have been no significant changes to our contractual commitments during the nine months ended September 30, 2025.
Climate Change
A detailed discussion related to climate change can be found in Part II, Item 7 of our 2024 Form 10-K.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Fair Value Measurements
See Note 17 to the consolidated financial statements in this Form 10-Q for additional discussion surrounding our fair value measurements.
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DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS
Our earnings, cash flows, and financial position are exposed to market risks relating to fluctuations in commodity prices, interest rates, and foreign currency exchange rates. Our policy is to minimize exposure to our cash flow over time caused by changes in commodity, interest, and currency exchange rates. To accomplish this, we have implemented a controlled program of risk management consisting of appropriate derivative contracts entered into with major financial institutions.
The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates and prices. The range of changes chosen reflects our view of changes that are reasonably possible over a one-year period. Market-value estimates are based on the present value of projected future cash flows considering the market rates and prices chosen.
At September 30, 2025, our financial instrument position was a net liability of $39.3 million compared to a net asset of $34.1 million at December 31, 2024. The change in the net financial instrument position was primarily due to fluctuations in our foreign exchange portfolios.
Since our risk management programs are generally highly effective, the potential loss in value for each risk management portfolio described below would be largely offset by changes in the value of the underlying exposure.
Commodity Price Risk
Energy costs are diversified among electricity and natural gas. We may attempt to mitigate our exposure to increasing energy costs by hedging the cost of future deliveries of natural gas and electricity by entering into physical and financial derivative contracts. To analyze the effect of changing energy prices, we perform a sensitivity analysis in which we assume an instantaneous 10 percent change in energy market prices from their levels at September 30, 2025 and December 31, 2024, with all other variables (including interest rates) held constant. As of September 30, 2025 and December 31, 2024, we had no open commodity contracts, and, as a result, there was no sensitivity analysis performed over commodity price risk for the periods presented.
Foreign Currency Exchange Rate Risk
The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the Euro, the Chinese yuan, the Brazilian real, Mexican peso, and the Argentine peso. Foreign currency debt and foreign exchange forward contracts are used in countries where we do business, thereby reducing our net asset exposure. Foreign exchange forward contracts are also used to hedge firm and highly anticipated foreign currency cash flows.
To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at September 30, 2025 and December 31, 2024, with all other variables (including interest rates) held constant.
| (in Millions) | Net Asset / (Liability) Position on Consolidated Balance Sheets | 10% Strengthening | 10% Weakening | ||||||||||||||
| Net asset (liability) position at September 30, 2025 | $ | (39.3) | $ | (90.1) | $ | (23.4) | |||||||||||
| Net asset (liability) position at December 31, 2024 | 34.1 | 50.8 | (8.2) | ||||||||||||||
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Interest Rate Risk
One of the strategies that we can use to manage interest rate exposure is to enter into interest rate swap agreements. In these agreements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated on an agreed-upon notional principal amount. As of September 30, 2025 and December 31, 2024, we had no outstanding interest rate swap contracts, and, as a result, there was no sensitivity analysis performed over interest rate risk for the periods presented.
Our debt portfolio, at September 30, 2025, is composed of 74 percent fixed-rate debt and 26 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of borrowings under our Credit Facility, commercial paper program, and amounts outstanding under foreign subsidiary credit lines. Changes in interest rates affect different portions of our variable-rate debt portfolio in different ways.
Based on the variable-rate debt in our debt portfolio at September 30, 2025, a one percentage point increase in interest rates then in effect would have increased gross interest expense by $8.9 million and a one percentage point decrease in interest rates then in effect would have decreased gross interest expense by $8.9 million for the nine months ended September 30, 2025.
REGULATION FD DISCLOSURES
The Company’s investor relations website, located at https://investors.fmc.com, should be considered as a recognized channel of distribution, and the Company may periodically post important information to the web site for investors, including information that the Company may wish to disclose publicly for purposes of complying with the federal securities laws and our disclosure obligations under the SEC's Regulation FD. We encourage investors and others interested in the Company to monitor our investor relations website for material disclosures. Our website address is included in this Form 10-Q as a textual reference only and the information on the website is not incorporated by reference into this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is provided in "Derivative Financial Instruments and Market Risks," under Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on management’s evaluation (with the participation of the Company’s Chief Executive Officer and Chief Financial Officer), the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Change in Internal Controls. There have been no changes in internal control over financial reporting that occurred during the quarter ended September 30, 2025 that materially affected or are reasonably likely to materially affect our internal control over financing reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Other matters. For additional discussion of developments in the legal proceedings disclosed in Part I, Item 3 of our 2024 Form 10-K, see Notes 11 and 18 to the consolidated financial statements.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”), Part II, Item 1A "Risk Factors" of our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and the Company’s other filings with the SEC, which are available at www.sec.gov and on the Company’s website at www.fmc.com.
Forward-Looking Information
We wish to caution readers not to place undue reliance on any forward-looking statements contained herein, which speak only as of the date made. We specifically decline to undertake any obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ISSUER PURCHASES OF EQUITY SECURITIES
| Publicly Announced Program | ||||||||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased | Total Dollar Amount Purchased | Maximum Dollar Value of Shares that May Yet be Purchased | |||||||||||||||||||||||||||
| July 2025 | 2,102 | $ | 41.84 | — | $ | — | $ | 825,000,142 | ||||||||||||||||||||||||
| August 2025 | 3,743 | 36.89 | — | — | 825,000,142 | |||||||||||||||||||||||||||
| September 2025 | 6,543 | 34.35 | — | — | 825,000,142 | |||||||||||||||||||||||||||
| Total Q3 2025 | 12,388 | $ | 36.39 | — | $ | — | $ | 825,000,142 | ||||||||||||||||||||||||
___________________
(1) Includes shares purchased in open market transactions by the independent trustee of the FMC Corporation Non-Qualified Savings and Investment Plan ("NQSP").
In February 2022, the Board of Directors authorized the repurchase of up to $1 billion of the Company's common stock. In connection with an amendment to the Company's credit agreement in February 2025, the Company agreed that it will not repurchase shares until December 31, 2027, with the exception of share repurchases under our equity compensation plans. Therefore, there were no share repurchases under the publicly announced repurchase program during the nine months ended September 30, 2025. At September 30, 2025, $825 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions at the discretion of management based on its evaluation of market conditions and other factors. We also reacquire shares from time to time from employees in connection with the vesting, exercise and forfeiture of awards under our equity compensation plans.
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Officers
During the three months ended September 30, 2025, none of the directors or officers, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, of the Company adopted terminated
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ITEM 6. EXHIBITS
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101 | Interactive Data File (The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.) | |||||||
* Incorporated by reference | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| FMC CORPORATION (Registrant) | |||||||||||
| By: | /s/ ANDREW D. SANDIFER | ||||||||||
| Andrew D. Sandifer Executive Vice President and Chief Financial Officer | |||||||||||
Date: October 30, 2025
63
Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Pierre R. Brondeau, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of FMC Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 30, 2025
| /s/ Pierre R. Brondeau | ||
| Pierre R. Brondeau | ||
| Chairman of the Board and Chief Executive Officer | ||
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Andrew D. Sandifer, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of FMC Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: October 30, 2025
| /s/ Andrew D. Sandifer | ||
| Andrew D. Sandifer | ||
| Executive Vice President | ||
| and Chief Financial Officer | ||
Exhibit 32.1
CEO CERTIFICATION OF QUARTERLY REPORT
I, Pierre R. Brondeau, Chairman of the Board and Chief Executive Officer of FMC Corporation (“the Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, based on my knowledge that:
(1)the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 30, 2025
/s/ Pierre R. Brondeau | ||
Pierre R. Brondeau | ||
| Chairman of the Board and Chief Executive Officer | ||
Exhibit 32.2
CFO CERTIFICATION OF QUARTERLY REPORT
I, Andrew D. Sandifer, Executive Vice President and Chief Financial Officer of FMC Corporation (“the Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, based on my knowledge that:
(1)the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 30, 2025
| /s/ Andrew D. Sandifer | ||
| Andrew D. Sandifer | ||
| Executive Vice President | ||
| and Chief Financial Officer | ||