FMC Corporation
10/30/2026 | Press release | Distributed by Public on 10/30/2026 11:52
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
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 projections, outlook and guidance 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, including but not limited to the impact of certain commercial actions. 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, 2025 (the "2025 Form 10-K"), the section captioned "Forward-Looking Information" in Part II of the 2025 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 2025 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 2025 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 issued and adopted accounting guidance and regulatory items.
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.
Tessenderlo Group Minority Equity Investment
In September 2026, Tessenderlo Group, a Belgian-based industrial group, completed a strategic minority equity investment in FMC Corporation. Tessenderlo Group purchased 30,319,166 shares at a price of $13.30 per share, which represents approximately 20 percent of the outstanding shares of FMC common stock. During the three months ended September 30, 2026, we received proceeds of $403.2 million in connection with the transaction, which were used to pay down borrowings under our Revolving Credit Facility and for general corporate purposes. In connection with the completion of the transaction, we paid $8.0 million of fees to third-party providers. This transaction represents the conclusion of the FMC Board of Directors' exploration of strategic options, which was announced in February 2026.
Third Quarter 2026 Highlights
The following items are the financial highlights of our business during the three months ended September 30, 2026 compared to the three months ended September 30, 2025:
•Although we made meaningful progress reducing channel inventory volumes in 2025, there is still an elevated value of FMC inventory held by channel customers in key markets as they seek to operate with very low inventory in response to high financing costs, the perception of ample supply and demand uncertainty. In response to these factors, we are taking comprehensive commercial actions to reflect pricing adjustments made on select products held by channel customers in key markets and modify the pricing and rebate model in North America. As a result, we recorded charges of approximately $672 million during the three months ended September 30, 2026, which includes approximately $639 million recorded to Revenue on the consolidated statement of income. The remaining adjustments were recorded to Cost of sales and services on the consolidated statement of income. We believe our current pricing is competitive and expect these commercial actions and ongoing manufacturing changes to further support competitive pricing.
•Revenue of $105.9 million for the three months ended September 30, 2026 decreased $436.3 million, or approximately 80 percent, versus the prior year period driven by charges related to the commercial actions previously described as well as lower volumes due to weaker than expected demand and challenging market conditions. Pricing pressure continued during the period primarily in connection with the company's core legacy products. On a regional basis, sales in Latin America decreased by approximately $199 million and sales in North America decreased by approximately $615 million driven by the comprehensive commercial actions discussed above. Sales in Europe, Middle East and Africa decreased approximately $34 million. Sales in Asia increased approximately $411 million primarily due to intentional commercial actions taken in the prior year period in connection with preparing the India commercial business for sale. A more detailed review of revenue is discussed under the section titled "Results of Operations."
•Our gross margin of negative $401.6 million decreased versus the prior year quarter by $530.5 million driven by the charges recorded as a result of the commercial actions discussed above. Additionally, volume and pricing pressure contributed to the decrease versus prior year period partially offset by cost improvement during the period.
•Selling, general and administrative expenses were $172.3 million, which represents an increase of approximately 3 percent versus the prior year period primarily as a result of continued investment to support new products. Research and development expenses of $57.7 million decreased $5.6 million, or 9 percent, compared to the previous year primarily due to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.
•Net loss attributable to FMC stockholders for the three months ended September 30, 2026 of $2,066.9 million increased $1,497.6 million from net loss of $569.3 million in the prior year period primarily driven by non-cash adjustments recorded during the period in response to challenging market conditions and revised expectations regarding future operating results and cash flows. During the three months ended September 30, 2026, we recorded charges of $808.8 million related to our deferred tax assets and a non-cash impairment charge of $287.5 million related to our indefinite-lived intangibles. The impact of the commercial actions taken during the third quarter, higher costs associated with our Project Foundation restructuring initiative and increased interest expense also contributed to the increase in net loss. The increase in net loss was partially offset by the decrease in charges incurred in connection with the India commercial business for sale, which are discussed further below. Adjusted after-tax loss from continuing operations attributable to FMC stockholders for the three months ended September 30, 2026 of $587.0 million decreased $699.4 million compared to the prior year adjusted after-tax earnings of $112.4 million primarily driven by the adjustments recorded in connection with the commercial actions implemented in the current year period. See the disclosure of our Adjusted earnings (loss) non-GAAP financial measurement below, under the section titled "Results of 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 challenges in the country. During the three months ended September 30, 2025, we recorded approximately $510 million of charges and write-downs related to the India held for sale business, including the charges shown in the table below related to intentional commercial actions taken to prepare the India business for sale and an initial asset impairment charge to record the assets held for sale to the estimated fair value at that time. In May 2026, the Company announced that it has signed a definitive agreement to sell the India commercial business to Crystal Crop Protection Limited for consideration of $252 million, subject to customary adjustments for cash, debt and working capital. The Company will continue to receive all cash generated from the ongoing operation of the India business until closing, primarily through monetization of working capital. FMC plans to continue to actively participate in the Indian market through a new go-to-market approach while deploying resources to its highest-growth opportunities globally. The Company will continue its active ingredients manufacturing operations in India. The sale is expected to close during 2026 and FMC intends to allocate all proceeds from the sale to debt reduction. The assets related to this business have been classified as held for sale since 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. Refer to the table below for the adjustments related to the India held for sale business for the three months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | Affected Line Item in the Consolidated Statements of Income (Loss) | |||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||
| Operating results, substantially intentional commercial actions | $ | 32.1 | $ | 282.2 |
Revenue, Cost of sales and services, and Selling, general and administrative expenses
|
|||||||||
| Asset impairment | 13.5 | 226.8 | Restructuring and other charges (income) | |||||||||||
| Third party provider costs | - | 0.6 | Restructuring and other charges (income) | |||||||||||
| India held for sale business | $ | 45.6 | $ | 509.6 | ||||||||||
Balance sheet impact - The carrying value of the India held for sale business decreased from $450 million as of December 31, 2025 to $260 million as of September 30, 2026 primarily due to receivable collections during the period as well as an impairment charge of approximately $57 million. The carrying value of the held for sale business is comprised of $283 million of net assets held for sale as presented on the consolidated balance sheet and a gain of $23 million related to foreign currency translation in connection with the assets identified for disposal. The foreign currency translation gains are recorded in Accumulated other comprehensive income (loss) on the consolidated balance sheet and will be reclassified to the consolidated statement of income (loss) upon close of the sale.
2026 Priorities
In 2026, we are focused on executing our operational priorities, one of which is strengthening the balance sheet. During 2026, we have announced and executed various transactions with proceeds that will be used to pay down a significant portion of our debt. In the second quarter of 2026, we signed and received the prepayment in connection with a licensing agreement for rimisoxafen. In the third quarter of 2026, we received the proceeds in connection with Tessenderlo Group's minority equity investment in the Company. Additionally, we have announced the anticipated sale of our Newark, Delaware property and entry into a definitive agreement for the sale of our India commercial business. However, the sale of the Newark, Delaware property remains subject to a customary due diligence period, and the India transaction remain subject to applicable regulatory approvals. Accordingly, there can be no assurance that these two transactions will be completed on the anticipated terms or at all.
Additionally, our priorities include improving the competitiveness of the company's legacy core portfolio, managing the post-patent transition for Rynaxypyr® active, and supporting the growth of new active ingredients, such as Isoflex® active, fluindapyr, Dodhylex™ active and rimisoxafen. However, we are navigating a more challenging operating environment as growers carefully manage purchases in response to strained margins driven by low crop prices and elevated input costs. As previously discussed, we are taking comprehensive commercial actions to reflect pricing adjustments made on select products held by channel customers in key markets and modifying the pricing and rebate model in North America, which resulted in the recognition of significant adjustments during the third quarter. We believe our current pricing is competitive and expect these commercial actions and ongoing manufacturing changes to further support competitive pricing. We plan to maintain our focus on optimizing FMC's cost structure and organizational operations.
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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in Millions) | (unaudited) | (unaudited) | |||||||||||||||||||||
| Revenue | $ | 105.9 | $ | 542.2 | $ | 1,731.6 | $ | 2,384.1 | |||||||||||||||
| Costs and Expenses | |||||||||||||||||||||||
| Costs of sales and services | 507.5 | 413.3 | 1,544.5 | 1,532.2 | |||||||||||||||||||
| Gross margin | $ | (401.6) | $ | 128.9 | $ | 187.1 | $ | 851.9 | |||||||||||||||
| Selling, general and administrative expenses | 172.3 | 167.4 | 536.5 | 516.2 | |||||||||||||||||||
| Research and development expenses | 57.7 | 63.3 | 183.6 | 198.4 | |||||||||||||||||||
| Restructuring and other charges (income) | 480.6 | 294.5 | 779.9 | 349.0 | |||||||||||||||||||
| Total costs and expenses | $ | 1,218.1 | $ | 938.5 | $ | 3,044.5 | $ | 2,595.8 | |||||||||||||||
|
Income (loss) from continuing operations before non-operating pension, postretirement and other charges (income), interest expense, net and income taxes(1)
|
$ | (1,112.2) | $ | (396.3) | $ | (1,312.9) | $ | (211.7) | |||||||||||||||
| Non-operating pension, postretirement and other charges (income) | 2.1 | 5.6 | 8.8 | 15.4 | |||||||||||||||||||
| Income (loss) from continuing operations before interest expense, net and income taxes | $ | (1,114.3) | $ | (401.9) | $ | (1,321.7) | $ | (227.1) | |||||||||||||||
| Interest expense, net | 73.6 | 64.1 | 209.7 | 175.2 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | (1,187.9) | $ | (466.0) | $ | (1,531.4) | $ | (402.3) | |||||||||||||||
| Provision (benefit) for income taxes | 840.6 | 82.2 | 951.2 | 110.1 | |||||||||||||||||||
| Income (loss) from continuing operations | $ | (2,028.5) | $ | (548.2) | $ | (2,482.6) | $ | (512.4) | |||||||||||||||
| Discontinued operations, net of income taxes | (36.8) | (20.4) | (50.2) | (4.0) | |||||||||||||||||||
| Net income (loss) (GAAP) | $ | (2,065.3) | $ | (568.6) | $ | (2,532.8) | $ | (516.4) | |||||||||||||||
|
Adjustments to arrive at Adjusted EBITDA (non-GAAP):
|
|||||||||||||||||||||||
| Corporate special charges (income): | |||||||||||||||||||||||
|
Restructuring and other charges (income)(3)
|
$ | 467.1 | $ | 79.4 | $ | 709.8 | $ | 133.9 | |||||||||||||||
|
Non-operating pension, postretirement and other charges (income)(4)
|
2.1 | 5.6 | 8.8 | 15.4 | |||||||||||||||||||
|
India held for sale business (5)
|
45.6 | 509.6 | 145.2 | 509.6 | |||||||||||||||||||
| Discontinued operations, net of income taxes | 36.8 | 20.4 | 50.2 | 4.0 | |||||||||||||||||||
| Interest expense, net | 73.6 | 64.1 | 209.7 | 175.2 | |||||||||||||||||||
| Depreciation and amortization | 40.9 | 43.4 | 124.0 | 130.5 | |||||||||||||||||||
| Provision (benefit) for income taxes | 840.6 | 82.2 | 951.2 | 110.1 | |||||||||||||||||||
|
Adjusted EBITDA (non-GAAP)(2)
|
$ | (558.6) | $ | 236.1 | $ | (333.9) | $ | 562.3 | |||||||||||||||
____________________
(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)In the reconciliation above, charges recorded in connection with the India held for sale business of $13.5 million and $70.1 million for the three and nine months ended September 30, 2026 are presented in the India held for sale business line. Charges of $227.4 million are presented in the India held for sale business line for the three and nine months ended September 30, 2025. On the consolidated statements of income (loss), these adjustments are recorded to Restructuring and other charges (income). See Note 8 for details of restructuring and other charges (income). Restructuring and other charges (income) for the three and nine months ended September 30, 2025 in the reconciliation above also includes $12.3 million of charges related to Project Focus recorded to "Cost of Sales and services" on the consolidated statements of income (loss).
(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.
(5)Beginning with the third quarter of 2025, we excluded the operating results of the India commercial business during the held for sale period for non-GAAP purposes. Refer to the "India Held for Sale Business" section for further details on the charges and write-downs recorded during the period.
| ADJUSTED EARNINGS (LOSS) RECONCILIATION | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in Millions) | (unaudited) | (unaudited) | |||||||||||||||||||||
| Net income (loss) attributable to FMC stockholders (GAAP) | $ | (2,066.9) | $ | (569.3) | $ | (2,534.8) | $ | (518.1) | |||||||||||||||
|
Corporate special charges (income), pre-tax (1)
|
469.2 | 85.0 | 718.6 | 149.3 | |||||||||||||||||||
|
India held for sale business (2)
|
45.6 | 509.6 | 145.2 | 509.6 | |||||||||||||||||||
|
Income tax expense (benefit) on Corporate special charges (income) (3)
|
18.4 | (16.4) | (30.3) | (27.6) | |||||||||||||||||||
| Corporate special charges (income), net of income taxes | $ | 533.2 | $ | 578.2 | $ | 833.5 | $ | 631.3 | |||||||||||||||
| Discontinued operations attributable to FMC Stockholders, net of income taxes | 36.8 | 20.4 | 50.2 | 4.0 | |||||||||||||||||||
|
Non-GAAP tax adjustments (4)
|
909.9 | 83.1 | 1,068.3 | 104.3 | |||||||||||||||||||
| Adjusted after-tax earnings (loss) from continuing operations attributable to FMC stockholders (non-GAAP) | $ | (587.0) | $ | 112.4 | $ | (582.8) | $ | 221.5 | |||||||||||||||
____________________
(1)Represents restructuring and other charges (income), and non-operating pension, postretirement and other charges (income). In the reconciliation above, charges recorded in connection with the India held for sale business of $13.5 million and $70.1 million for the three and nine months ended September 30, 2026, respectively, are presented in the India held for sale business line. Charges of $227.4 million are presented in the India held for sale business line for the three and nine months ended September 30, 2025. On the consolidated statements of income (loss), these adjustments are recorded to Restructuring and other charges (income). See Note 8 for details of restructuring and other charges (income). Restructuring and other charges (income) for the three and nine months ended September 30, 2025 in the reconciliation above also includes $12.3 million of charges related to Project Focus recorded to "Cost of Sales and services" on the consolidated statements of income (loss).
(2)Beginning with the third quarter of 2025, we excluded the operating results of the India commercial business during the held for sale period for non-GAAP purposes. Refer to the "India Held for Sale Business" section for further details on the charges and write-downs recorded during the period.
(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.
RECONCILIATION OF REVENUE (GAAP)
TO REVENUE EXCLUDING INDIA (NON-GAAP)(2)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue (GAAP) | $ | 105.9 | $ | 542.2 | $ | 1,731.6 | $ | 2,384.1 | |||||||||||||||
|
Less: Revenue from India commercial business (1)
|
- | (419.1) | 21.9 | (419.1) | |||||||||||||||||||
|
Revenue excluding India (non-GAAP)(2)
|
$ | 105.9 | $ | 961.3 | $ | 1,709.7 | $ | 2,803.2 | |||||||||||||||
___________________
(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 and nine months ended September 30, 2025, we took several intentional commercial actions to prepare the India commercial business for sale.
(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.
RECONCILIATION OF REVENUE CHANGE (GAAP) TO
ORGANIC REVENUE CHANGE (NON-GAAP)(1)
| Three Months Ended September 30, 2026 vs. 2025 | Nine Months Ended September 30, 2026 vs. 2025 | ||||||||||
| Total Revenue Change (GAAP) | (80) | % | (27) | % | |||||||
|
Less: Revenue for India held for sale business for the three and nine months ended September 30, 2026
|
9 | % | 12 | % | |||||||
|
Revenue Excluding India Change (non-GAAP)(1)
|
(89) | % | (39) | % | |||||||
| Less: Foreign Currency Impact | 1 | % | 3 | % | |||||||
| Organic Revenue Change (non-GAAP) | (90) | % | (42) | % | |||||||
___________________
(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. Refer to the "India Held for Sale Business" section for further details on the charges and write-downs recorded during the period.
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, 2026 | |||||||||||
|
Net income (loss) attributable to FMC stockholders (GAAP)
|
$ | (4,255.6) | |||||||||
| Interest expense, net, net of income taxes | 233.0 | ||||||||||
| Corporate special charges (income) | 2,363.7 | ||||||||||
| India held for sale business | 157.3 | ||||||||||
| Income tax expense (benefit) on Corporate special charges (income) | (160.8) | ||||||||||
| Discontinued operations attributable to FMC stockholders, net of income taxes | 82.8 | ||||||||||
| Tax adjustments | 1,380.3 | ||||||||||
| ROIC numerator (non-GAAP) | $ | (199.3) | |||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||
| Total debt | $ | 4,177.7 | $ | 4,542.2 | |||||||
| Total FMC stockholders' equity | (19.4) | 3,773.8 | |||||||||
|
Total debt and FMC stockholders' equity (GAAP)
|
$ | 4,158.3 | $ | 8,316.0 | |||||||
| ROIC denominator (2 yr average total debt and FMC stockholders' equity) | $ | 6,237.2 | |||||||||
|
ROIC (using Net income (loss) attributable to FMC stockholders (GAAP) as numerator)
|
(68.23) | % | |||||||||
| Adjusted ROIC (using non-GAAP numerator) | (3.20) | % | |||||||||
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, 2026 vs. 2025
Revenue of $105.9 million decreased $436.3 million, or approximately 80 percent, versus the prior year period. Excluding revenue from India during the held for sale period, revenue decreased $855.4 million, or approximately 89 percent for the three months ended September 30, 2026. The change in revenue period over period was primarily driven by a 67 percent decrease in connection with the commercial actions implemented in Brazil, the United States, Canada and Argentina during the third quarter of 2026. The commercial actions include pricing adjustments made on select products held by channel customers in these key markets and modification of the pricing and rebate model in North America. Volume decreased 21 percent due to challenging market conditions and channel customers sharply reducing replenishment orders during the final weeks of the quarter and price declined 2 percent driven by competitive pressure in Latin America and Asia. Foreign currency was a tailwind of approximately 1 percent during the period.
Nine Months Ended September 30, 2026 vs. 2025
Revenue of $1,731.6 million decreased $652.5 million, or approximately 27 percent, versus the prior year period. The nine months ended September 30, 2025 includes material revenue adjustments recorded to prepare the India commercial business for sale. Excluding revenue from India during the held for sale period, revenue decreased $1,093.5 million, or approximately 39 percent, during the nine months ended September 30, 2026 primarily driven by a 23 percent decrease due to the commercial actions taken during the third quarter in response to challenging market conditions. Volumes decreased by 10 percent as a result of channel customers in several key markets, which include Brazil, the United States, Canada and Argentina sharply reducing replenishment orders during the final weeks of the third quarter. The volume decrease was also impacted by reduced demand for core legacy products, particularly in North America, as growers contend with strained margins. Pricing contributed to the change year over year with a decline of 5 percent driven by lower pricing to diamide partners, planned pricing actions on branded Rynaxypyr® active and increased competitive pressure in Latin America and Asia. Foreign currency impacts resulted in an increase of approximately 3 percent during the period. The removal of India revenue for the nine months ended September 30, 2026 as compared to the inclusion of six months of revenue from the India business in nine months ended September 30, 2025 accounted for a decrease in revenue of approximately 3 percent during the period.
| Total Revenue by Region | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| North America | $ | (370.7) | $ | 244.4 | $ | 75.7 | $ | 751.7 | |||||||||||||||
| Latin America | 264.3 | 463.1 | 719.2 | 980.3 | |||||||||||||||||||
| Europe, Middle East & Africa (EMEA) | 121.0 | 154.5 | 642.0 | 687.7 | |||||||||||||||||||
| Asia | 91.3 | (319.8) | 294.7 | (35.6) | |||||||||||||||||||
| Total Revenue | $ | 105.9 | $ | 542.2 | $ | 1,731.6 | $ | 2,384.1 | |||||||||||||||
Three Months Ended September 30, 2026 vs. 2025
North America: Revenue decreased approximately 252 percent year-over-year primarily driven by the adjustments in connection with the commercial actions taken in the third quarter of 2026 to reflect pricing adjustments made on select products held by channel customers and to modify the pricing and rebate model in North America. The commercial actions were taken in response to the elevated value of FMC inventory held by channel customers, which sharply reduced replenishment orders during the final weeks of the quarter and resulted in lower volumes in the region during the third quarter of 2026.
Latin America: Revenue decreased approximately 43 percent versus the third quarter of 2025 (down 45 percent organically) primarily driven by the commercial adjustments recorded during the third quarter of 2026 to address select higher-priced products held by channel customers. The commercial actions were taken in response to challenging market conditions, including lower replenishment orders during the final weeks of the third quarter as well as continued generic pricing and volume pressure.
EMEA: Revenue decreased approximately 22 percent (down 21 percent organically) compared to the prior year period primarily driven by lower volumes resulting from expected registration losses.
Asia: Revenue increased approximately 129 percent year-over-year primarily due to intentional commercial actions to prepare the India commercial business for sale recorded in the prior year. Revenue excluding India (non-GAAP) for the three months ended September 30, 2026 was down 8 percent year-over-year due to pricing pressure caused by generic competition in the region.
Nine Months Ended September 30, 2026 vs. 2025
North America: Revenue decreased approximately 90 percent year-over-year primarily driven by adjustments recorded in the third quarter of 2026 in connection with commercial actions taken to reflect pricing adjustments made on select products held by channel customers and to modify the pricing and rebate model in North America The commercial actions were taken in response to the elevated value of FMC inventory held by channel customers, which sharply reduced replenishment orders during the final weeks of the third quarter. Lower pricing and volumes due to competition and actions on branded Rynaxypyr® active also contributed to the decrease year over year.
Latin America: Revenue decreased approximately 27 percent versus prior year period (down 31 percent organically) primarily due to commercial actions implemented in the third quarter of 2026 to reflect pricing adjustments made on select products held by channel customers. The actions were taken in response to lower volumes in the region, specifically Brazil and Argentina, primarily as a result of channel customers placing less replenishment orders during the final weeks of the third quarter of 2026. Lower diamide partner orders and limited volume growth on core portfolio products driven by generic pressure in the market resulted in lower revenues.
EMEA: Revenue decreased approximately 7 percent (down 10 percent organically) compared to the prior year period. Growth in branded products, specifically herbicides and Cyazypyr® active was more than offset by lower volumes resulting from high temperatures across the region as well as expected registration losses during the period.
Asia: Revenue increased approximately 928 percent year-over-year period primarily due to intentional commercial actions to prepare the India commercial business for sale recorded in the prior year. Revenue excluding India (non-GAAP) for the nine months ended September 30, 2026 was down 29 percent year-over-year primarily due to pricing pressure caused by generic competition in the region. Grower economics were challenged amid current geopolitical uncertainty, which led to lower volumes primarily for insecticides.
Gross margin
Three Months Ended September 30, 2026 vs. 2025
Gross margin of a negative $401.6 million decreased by $530.5 million versus the prior year period. Excluding revenue from the India commercial business during the held for sale period, gross margin decreased by approximately $800 million, or 192 percent, primarily driven adjustments recorded in connection with the commercial actions previously discussed, which caused a decrease in gross margin of 161 percent. Gross margin also decreased due to lower volumes and pricing due to competitive market pressure, which resulted in a decrease of 29 percent and 5 percent, respectively. Manufacturing cost favorability partially offset the decline in revenue by 4 percent. Foreign currency impacts resulted in a decrease of 1 percent. During the prior year period, we recorded adjustments to the Revenue and Cost of sales and services on the consolidated statement of income (loss) for intentional commercial actions taken in India to prepare the commercial business for sale.
Nine Months Ended September 30, 2026 vs. 2025
Gross margin of $187.1 million decreased by $664.8 million, or approximately 78 percent, versus the prior year period. Excluding revenue from the India commercial business during the held for sale period, gross margin decreased by approximately $947 million, or 84 percent primarily driven by adjustments recorded in connection with commercial actions, which resulted in a decrease of 59 percent in gross margin. Competitive market pressure continued during the period causing a decrease in volumes and pricing of 14 percent and 13 percent, respectively. Manufacturing cost favorability of 4 percent and foreign currency tailwinds of 2 percent partially offset the decrease in gross margin. The removal of the India held for sale business for the nine months ended September 30, 2026 as compared to the inclusion of six months of results during the nine months ended September 30, 2025 accounted for a decrease in gross margin by approximately 4 percent.
Selling, general and administrative expenses
Three Months Ended September 30, 2026 vs. 2025
Selling, general and administrative expenses of $172.3 million increased by $4.9 million, or 3 percent, versus the prior year period primarily as a result of continued investment to support new products.
Nine Months Ended September 30, 2026 vs. 2025
Selling, general and administrative expenses of $536.5 million increased by $20.3 million, or 4 percent, versus the prior year period primarily as a result of continued investment to support new products.
Research and development expenses
Three Months Ended September 30, 2026 vs. 2025
Research and development expenses of $57.7 million decreased by $5.6 million or 9 percent compared to the previous year primarily due to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.
Nine Months Ended September 30, 2026 vs. 2025
Research and development expenses of $183.6 million decreased by $14.8 million or 7 percent compared to the previous year primarily due to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.
Depreciation and amortization
Three Months Ended September 30, 2026 vs. 2025
Depreciation and amortization of $40.9 million decreased by $2.5 million or 6 percent compared to the prior year period of $43.4 million primarily as a result of certain assets being fully amortized during the prior year.
Nine Months Ended September 30, 2026 vs. 2025
Depreciation and amortization of $124.0 million decreased by $6.5 million or 5 percent compared to the prior year period of $130.5 million primarily as a result of certain assets being fully amortized during the prior year.
Interest expense, net
Three Months Ended September 30, 2026 vs. 2025
Interest expense, net of $73.6 million increased by $9.5 million or 15 percent compared to the prior year period of $64.1 million primarily driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025 and our Senior Secured Notes offering completed in June 2026, which increased interest expense by $14.2 million as well as an increase of $3.4 million driven by reduced capitalized interest. The increase was partially offset by a decrease of $8.1 million driven primarily by lower foreign debt balances and rates.
Nine Months Ended September 30, 2026 vs. 2025
Interest expense, net of $209.7 million increased by $34.5 million or 20 percent compared to the prior year period of $175.2 million primarily driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025 and our Senior Secured Notes offering completed in June 2026, which increased interest expense by $46.0 million as well as an increase of $6.0 million driven primarily by reduced capitalized interest. The increase was partially offset by a decrease of $17.5 million driven primarily by lower foreign debt balances and rates.
Corporate special charges (income)
Restructuring and other charges (income)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in Millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Restructuring charges | $ | 175.9 | $ | 49.9 | $ | 409.9 | $ | 76.5 | |||||||||||||||
| Other charges (income), net | 304.7 | 244.6 | 370.0 | 272.5 | |||||||||||||||||||
| Total restructuring and other charges (income) | $ | 480.6 | $ | 294.5 | $ | 779.9 | $ | 349.0 | |||||||||||||||
Three Months Ended September 30, 2026 vs. 2025
Restructuring and other charges (income) of $175.9 million is primarily comprised of $174.7 million in charges related to Project Foundation, which is management's comprehensive plan to further optimize FMC's cost structure and organizational operations. The charges for Project Foundation include non-cash asset write-offs and accelerated depreciation costs of $86.8 million primarily associated with the planned exit of certain production activities; severance and employee separation costs of $36.2 million; and, other miscellaneous charges of $51.7 million, which includes contract exit costs and professional service provider costs.
In connection with Project Foundation, the Company expects to incur pre-tax restructuring charges over the life of the program in the range of approximately $700 million to $775 million, which is subject to future changes. The Company expects non-cash asset write-off and/or accelerated depreciation charges in the range of $490 million to $505 million, primarily related to the planned exit of production activities and manufacturing operations at certain manufacturing sites. In addition to the non-cash write-off charges, the Company expects to incur $210 million to $270 million of cash expenditures in connection with these activities: the Company estimates total severance charges and related benefit costs to be in the range of $50 million to $70 million; the Company expects to incur cash consulting and other professional service fees totaling approximately $15 million to $25 million to help execute these actions; and additionally, we may incur $145 million to $175 million in other cash charges, such as decommissioning costs and contract termination charges. We may incur additional charges in connection with Project Foundation and will provide an estimate of any additional charges when known. Restructuring actions under the program are expected to be substantially complete by the end of 2027.
During the three months ended September 30, 2026, we also recorded Project Focus-related costs of $1.1 million and charges of $0.1 million in connection with previously implemented restructuring initiatives. Any amounts incurred in connection with remaining activities under the program, which are not expected to be material, 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.
Other charges (income), net of $304.7 million is primarily related to the non-cash impairment charge of $287.5 million recorded in connection with our indefinite-lived intangible assets. The impairment analysis performed during the third quarter was driven by a decline in operating performance, revised expectations regarding our future operating results and cash flows, the increased uncertainty associated with our future forecasts, and the commercial actions taken in the third quarter in response to these challenging market conditions. During the period, we also recorded an impairment of $13.5 million to record the assets associated with our India held for sale business at the estimated fair value, less costs to sell. The carrying value of the India held for sale business decreased from $450 million as of December 31, 2025 to $260.0 million as of September 30, 2026 primarily due to receivable collections during the period. Other charges (income), net during the three months ended September 30, 2026 also included charges of $3.8 million associated with our environmental sites and other miscellaneous income of $0.1 million.
Restructuring and other charges (income) during 2025 primarily consists of $49.7 million in costs associated with the Project Focus restructuring initiative. The 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; $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. 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.
During 2025, other charges (income) of $244.6 million primarily include the asset impairment charge of $226.8 million incurred to record the net assets associated with the India held for sale business to the estimated fair value, less costs to sell, as well as $0.6 million in charges for third party provider costs incurred connection with the 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.
Nine Months Ended September 30, 2026 vs. 2025
Restructuring and other charges (income) of $409.9 million is primarily comprised of $401.3 million in charges related to Project Foundation. The charges for Project Foundation include non-cash asset write-offs and accelerated depreciation costs of $285.7 million primarily associated with the planned exit of certain production activities, which includes a write-off of $92.6 million for certain receivables, primarily in Latin America; severance and employee separation costs of $47.7 million; and, other miscellaneous charges of $67.9 million, which includes contract exit costs and professional service provider costs, partially offset by the cash proceeds from the sale of a legacy product line. During the nine months ended September 30, 2026, we also recorded charges of $8.3 million related to Project Focus and charges of $0.3 million in connection with previously implemented restructuring initiatives.
Other charges (income) of $370.0 million during the nine months ended September 30, 2026 is primarily related to the non-cash impairment charge of $287.5 million recorded in connection with our indefinite-lived intangible assets, as described above. Additionally, we recorded adjustments recorded in connection with the India held for sale business during the nine months ended September 30, 2026, which included an impairment charge of $57.1 million and third party provider costs of $13.0 million. Other charges (income) also included charges of $13.1 million associated with our environmental sites and other miscellaneous income of $0.7 million.
Restructuring and other charges (income) during 2025 primarily consist 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; $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.
During 2025, other charges (income) during 2025 of $272.5 million are primarily include the asset impairment charge of $226.8 million incurred to record the net assets associated with the India held for sale business to the estimated fair value, less costs to sell, as well as $0.6 million in charges for third party provider costs incurred in connection with the sale. Other charges (income) for the nine 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.
Non-operating pension, postretirement and other charges (income)
Three Months Ended September 30, 2026 vs. 2025
Charges for the three months ended September 30, 2026 were $2.1 million compared to $5.6 million for the three months ended September 30, 2025.
Nine Months Ended September 30, 2026 vs. 2025
Charges for the nine months ended September 30, 2026 were $8.8 million compared to $15.4 million for the nine months ended September 30, 2025.
Provision for income taxes
Three Months Ended September 30, 2026 vs. 2025
The provision for income taxes for the three months ended September 30, 2026 was $840.6 million resulting in an effective tax rate of negative 70.8 percent. 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 change in the effective tax rate from GAAP continuing operations for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 was driven by the factors shown in the table below as well as global mix of reduced earnings.
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (in Millions) | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | |||||||||||||||||||||||||||||
| GAAP - Continuing operations | $ | (1,187.9) | $ | 840.6 | (70.8) | % | $ | (466.0) | $ | 82.2 | (17.6) | % | |||||||||||||||||||||||
| Corporate special charges (income) | 514.8 | (18.4) | 594.6 | 16.4 | |||||||||||||||||||||||||||||||
|
Revisions to valuation allowances of historical deferred tax assets (1)
|
- | (808.8) | - | (46.4) | |||||||||||||||||||||||||||||||
| Net impact of Switzerland tax incentives | - | 0.9 | - | (18.6) | |||||||||||||||||||||||||||||||
|
Foreign currency and other discrete items(2)
|
- | (102.0) | - | (18.1) | |||||||||||||||||||||||||||||||
| Non-GAAP - Continuing operations | $ | (673.1) | $ | (87.7) | 13.0 | % | $ | 128.6 | $ | 15.5 | 12.1 | % | |||||||||||||||||||||||
_______________
(1)Refer to Note 16 Income Taxes. Primarily relates to valuation allowances recorded in Switzerland and the United States during the three and nine months ended September 30, 2026.
(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.
Nine Months Ended September 30, 2026 vs. 2025
The provision for income taxes for the nine months ended September 30, 2026 was $951.2 million resulting in an effective tax rate of negative 62.1 percent. 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 change in the effective tax rate from GAAP continuing operations for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 was driven by the factors shown in the table below as well as global mix of reduced earnings.
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (in Millions) | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | Income (Expense) | Tax Provision (Benefit) | Effective Tax Rate | |||||||||||||||||||||||||||||
| GAAP - Continuing operations | $ | (1,531.4) | $ | 951.2 | (62.1) | % | $ | (402.3) | $ | 110.1 | (27.4) | % | |||||||||||||||||||||||
| Corporate special charges (income) | 863.8 | 30.3 | 658.9 | 27.6 | |||||||||||||||||||||||||||||||
|
Revisions to valuation allowances of historical deferred tax assets (1)
|
- | (933.5) | - | (45.2) | |||||||||||||||||||||||||||||||
| Net impact of Switzerland tax incentives | - | - | - | (31.9) | |||||||||||||||||||||||||||||||
|
Foreign currency and other discrete items(2)
|
- | (134.8) | - | (27.2) | |||||||||||||||||||||||||||||||
| Non-GAAP - Continuing operations | $ | (667.6) | $ | (86.8) | 13.0 | % | $ | 256.6 | $ | 33.4 | 13.0 | % | |||||||||||||||||||||||
(1)Refer to Note 16 Income Taxes. Primarily relates to valuation allowances recorded in Switzerland and the United States during the nine months ended September 30, 2026.
(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.
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, 2026 vs. 2025
Discontinued operations, net of income taxes represented loss of $36.8 million for the three months ended September 30, 2026 compared to a loss of $20.4 million for the three months ended September 30, 2025. The activity in both the three months ended September 30, 2026 and 2025 was primarily due to adjustments related to the retained liabilities from our previous discontinued operations.
Nine Months Ended September 30, 2026 vs. 2025
Discontinued operations, net of income taxes represented loss of $50.2 million for the nine months ended September 30, 2026 compared to a loss of $4.0 million for the nine months ended September 30, 2025. The activity in the nine months ended September 30, 2026 was primarily due to adjustments related to the retained liabilities from our previous discontinued operations. During the nine months ended September 30, 2025, we recorded a $34.5 million reduction in our required legal reserve due to a decrease in outstanding cases, which partially offset the discontinued operations loss during the period.
Net income (loss)
Three Months Ended September 30, 2026 vs. 2025
The net loss recognized during the period was $2,065.3 million as compared to net loss of $568.6 million in the prior year period. The increase in net loss period over period is largely driven by the non-cash adjustments recorded during the period in response to challenging market conditions and revised expectations regarding future operating results and cash flows. As previously discussed, we recorded charges of $808.8 million related to our deferred tax assets and a non-cash impairment charge of $287.5 million related to our indefinite-lived intangibles during the three months ended September 30, 2026. The impact of the commercial actions taken during the third quarter, higher costs associated with our Project Foundation restructuring initiative, and increased interest expense also contributed to the increase in net loss. This was partially offset by the significant decrease in charges incurred to prepare the India commercial business for sale.
Nine Months Ended September 30, 2026 vs. 2025
The net loss recognized during the period was $2,532.8 million as compared to net loss of $516.4 million in the prior year period. The increase in net loss period over period is largely driven by the non-cash charges of $933.5 million and $287.5 million in connection with our deferred tax assets and indefinite-lived intangible assets, respectively, during the nine months ended September 30, 2026. The negative impact of the commercial actions taken during the third quarter, increase in costs incurred in connection with Project Foundation, and higher interest expense during the period also contributed to the change in net income (loss) for the period. The increase in net loss was partially offset by the significant decrease in charges incurred to prepare the India commercial business for sale.
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, 2026 and 2025 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, 2026 vs. 2025
Adjusted EBITDA of negative $558.6 million decreased $794.7 million, or approximately 337 percent versus the prior year period primarily driven by the impact of commercial actions recorded during the third quarter of 2026, which resulted in a decrease of 285 percent. Favorable costs resulted in an increase of approximately 13 percent, which was fully offset by lower price and volumes due to continued competitive pressures resulting in decreases of approximately 8 percent and 51 percent, respectively. Foreign currency impacts were a headwind of 5 percent.
Nine Months Ended September 30, 2026 vs. 2025
Adjusted EBITDA of negative $333.9 million decreased $896.2 million, or approximately 159 percent versus the prior year period primarily due to the 119 percent decrease resulting from commercial actions taken in response to challenging market conditions. Continued competitive pressure in the market resulted in a decrease of 28 percent attributable to volumes and a decrease of 26 percent related to lower pricing. Manufacturing cost favorability and foreign currency impacts partially offset the decrease in Adjusted EBITDA by approximately 11 percent and 3 percent, respectively.
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, and borrowings under our committed Revolving Credit Facility as well as other liquidity facilities, and in certain instances access to debt capital markets. During 2026, we announced several strategic actions aimed at strengthening our balance sheet. As noted below, we received cash proceeds of $200.0 million as an initial prepurchase payment in connection with the licensing agreement for rimisoxafen entered into with Corteva, Inc. in June 2026 and cash proceeds of $403.2 million in connection with Tessenderlo Group's purchase of common stock in September 2026. These proceeds were used to pay down debt and for general corporate purposes during the nine months ended September 30, 2026, and we plan to use the proceeds from other remaining transactions to pay down debt in 2026.
Cash
Cash and cash equivalents at September 30, 2026 and December 31, 2025, were $735.8 million and $584.5 million, respectively. Of the cash and cash equivalents balance at September 30, 2026, $486.1 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 2025 Form 10-K for more information on our indefinite reinvestment assertion.
Outstanding debt
At September 30, 2026, we had total debt of $4,177.7 million as compared to $4,074.9 million at December 31, 2025. Total debt included $3,954.9 million and $2,769.8 million of long-term debt (excluding current portions of $9.6 million and $585.6 million) at September 30, 2026 and December 31, 2025, respectively. Our short-term debt consists of foreign borrowings and borrowings under our Revolving Credit Facility. Foreign borrowings decreased from $76.5 million at December 31, 2025 to $63.2 million at September 30, 2026. We had borrowings of $150.0 million and $643.0 million under our Revolving Credit Facility at September 30, 2026 and December 31, 2025, respectively. 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 June 5, 2026 the Company completed a private offering of $1.2 billion aggregate principal amount of 8.000% Senior Secured Notes due 2031 (the "Senior Secured Notes"). The Company used the net proceeds from this offering to redeem $500 million of the senior notes due October 1, 2026, repay outstanding borrowings under the Revolving Credit Facility, and for general corporate purposes including the repayment of other debt. The Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, by various subsidiaries of the Company organized under the laws of the United States, Switzerland, the Netherlands, Canada and Singapore (the "Subsidiary Guarantors"). The Senior Secured Notes are secured by first-priority liens on (i) substantially all of the assets of the Company and the Subsidiary Guarantors organized under the laws of the United States, Canada and Switzerland, other than certain excluded property and (ii) all the equity interests held by the Subsidiary Guarantors organized under the laws of Singapore and the Netherlands in their respective subsidiaries. In connection with the Senior Secured Notes, the Company is also subject to certain covenants and restrictions, including customary events of default, limits on the ability to pay dividends, and incur additional indebtedness. Fees incurred in connection with the Senior Secured Notes have been deferred and will be amortized over the terms of the arrangement.
In April 2026, the Company amended its credit agreement to modify the maximum leverage ratio and the minimum interest coverage ratio for certain quarters. As defined in Amendment No 6 (the "April 2026 Amendment"), the maximum leverage ratio shall not be tested in the first three quarters of 2026 and is then increased to 6.75 through the period ending December 31, 2027. The maximum leverage ratio will incrementally step down during the covenant relief period ending at 3.75 for the quarter ended March 31, 2029. The April 2026 Amendment also lowers the minimum interest coverage ratio to 2.00 through the period ending June 30, 2027. The minimum interest coverage ratio will incrementally step up during the covenant relief period ending at 3.50 for the quarter ended March 31, 2029. To secure the obligations under the Revolving Credit Facility, the Company designated certain of its subsidiaries as guarantors and granted security interests in certain assets and pledged certain equity interests of the Company and those certain subsidiaries. The April 2026 Amendment also makes certain modifications to the negative covenants on liens, fundamental changes, and indebtedness, and adds negative covenants on transfers of material assets and other items. Additionally, the April 2026 Amendment establishes a maximum secured leverage ratio (measured as the ratio of secured debt to adjusted earnings) of not more than 3.50 as of the last day of each quarter. In June 2026, the Company entered into Amendment No. 7 to amend the limitation on liens in the Credit Agreement and release the security interests on certain collateral that were previously granted by the Company and certain of its subsidiaries as collateral to secure the obligations under the Revolving Credit Facility. Financing fees associated with these amendments were not material, have been deferred and will be recognized as interest expense over the life of the agreement. We were in compliance with all covenants at September 30, 2026.
In October 2026, the Company entered into Amendment No. 8 to the Revolving Credit Facility, which requires the Company to use net proceeds received upon completion of the sale of the India commercial business to repay debt under the Revolving Credit Facility or for general corporate or working capital purposes. Amendment No. 8 also conditionally releases certain guarantors from their guarantees and certain assets from the security interest previously granted by the Company and certain of its subsidiaries to secure the obligations under the Credit Agreement to facilitate certain actions required in advance of the sale of the India commercial business.
Access to credit and future liquidity and funding needs
As of September 30, 2026, borrowings under our Revolving Credit Facility were $150.0 million and letters of credit outstanding under the Revolving Credit Facility totaled $188.6 million. At September 30, 2026, our remaining borrowing capacity under our credit facility was $1,661.4 million. In accordance with U.S. GAAP, we have classified the borrowings under the Revolving Credit Facility as short-term debt. The Company intends to refinance any draw under the line of credit with successive short-term borrowings, as needed, through the maturity date in 2028. Our balances under the Revolving Credit Facility fluctuate from year to year depending on working capital needs.
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.
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 $(231.3) million and $(663.3) million for the nine months ended September 30, 2026 and 2025, 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, | ||||||||||
| 2026 | 2025 | ||||||||||
|
Income from continuing operations before non-operating pension, postretirement and other charges (income), interest expense, net and income taxes (GAAP)
|
$ | (1,312.9) | $ | (211.7) | |||||||
| Restructuring and other charges (income), adjustments for commercial actions, non-cash adjustments for India held for sale business, and depreciation and amortization | 1,650.6 | 479.5 | |||||||||
|
Change in trade receivables, net (1)
|
193.4 | (311.6) | |||||||||
|
Change in guarantees of vendor financing
|
5.8 | (42.8) | |||||||||
|
Change in advance payments from customers (2)
|
(452.6) | (453.8) | |||||||||
|
Change in accrued customer rebates (3)
|
93.8 | 342.5 | |||||||||
|
Change in inventories (4)
|
(194.3) | (146.6) | |||||||||
|
Change in accounts payable (5)
|
(60.7) | (28.2) | |||||||||
|
Change in all other operating assets and liabilities (6)
|
173.1 | 103.2 | |||||||||
|
Restructuring and other spending (7)
|
(115.1) | (81.0) | |||||||||
|
Environmental spending, continuing, net of recoveries (8)
|
(26.7) | (23.8) | |||||||||
|
Pension and other postretirement benefit contributions (9)
|
(5.4) | (2.7) | |||||||||
|
Net interest payments (10)
|
(143.5) | (130.0) | |||||||||
|
Tax payments, net of refunds (11)
|
(36.8) | (156.3) | |||||||||
| Cash provided (required) by operating activities of continuing operations (GAAP) | $ | (231.3) | $ | (663.3) | |||||||
____________________
(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 2026 was driven by lower revenues year over year. Timing of collections and timing of the application of advance payments also contributed to the change compared to prior year. 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.
(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. The change in cash flows during 2026 was driven by the timing of the application of advance payments as compared to prior year.
(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 inventory build required in each period to meet projected demand.
(5)The 2026 change in cash flows was driven by the timing of payments made to suppliers and vendors. As of September 30, 2026, approximately 100% 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. The change during the nine months ended September 30, 2026 includes $200.0 million of cash received as an initial prepurchase payment in connection with the licensing agreement for rimisoxafen entered into with Corteva, Inc. in June 2026. For additional details on the transaction, see Note 3.
(7)In addition to cash payments shown in our roll forward of restructuring reserves in Note 8 to our consolidated financial statements included within this Form 10-Q, the restructuring and other spending amount above for the nine months ended September 30, 2026 includes spending of $18.3 million primarily in connection with the India held for sale business. For additional detail on restructuring and other charges activities, see Note 8.
(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, 2026 and 2025.
(10)Cash paid for interest, net was higher during 2026 primarily due to higher domestic long-term balances and rates as a result of the Subordinated Notes offering completed in May 2025.
(11)The change in net tax payments year over year primarily relates to the inclusion of final transition tax in the U.S. in the prior year period. Changes in net tax payments in Brazil and Mexico as well as a non-recurring payment in Singapore in 2025 also contributed to the decrease.
Cash provided (required) by operating activities of discontinued operations was $(54.2) million and $(53.7) million for the nine months ended September 30, 2026 and 2025, respectively.
Cash required by operating activities of discontinued operations is directly related to environmental, other postretirement benefit liabilities, self-insurance and long-term obligations related to legal proceedings and historical restructuring activities.
Cash provided (required) by investing activities of continuing operations was $(18.2) million and $(84.4) million for the nine months ended September 30, 2026 and 2025, respectively.
Cash required by investing activities of continuing operations decreased during the nine months ended September 30, 2026 compared to the same period in the prior year primarily due to lower capital expenditures.
Cash provided (required) by financing activities of continuing operations was $457.8 million and $932.1 million for the nine months ended September 30, 2026 and 2025, respectively.
Cash provided by financing activities of continuing operations decreased during the nine months ended September 30, 2026, compared to the same period in the prior year. During the nine months ended September 30, 2026, we received the proceeds of $1.2 billion from the Senior Secured Notes offering, which were used to redeem $500.0 million of senior notes due in October 2026. In September 2026, Tessenderlo Group purchased approximately 30 million shares at a price of $13.30 per share representing a minority equity investment in FMC, resulting in proceeds of $403.2 million. The remaining proceeds from the Senior Secured Notes offering, along with the proceeds from the prepayment received in connection with the licensing agreement for rimisoxafen and the Tessenderlo Group's equity investment, were used to repay outstanding borrowings under the Revolving Credit Facility. Dividends paid during the nine months ended September 30, 2026 decreased compared to the prior year period due to the reduction in our quarterly dividend, which was part of a broader response to the challenges the Company is facing and to further prioritize debt reduction. There were no share repurchases during the three months ended September 30, 2026 and 2025 under the publicly announced program.
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 2026, free cash flow will exclude the proceeds, net of transaction costs, from the sale of our India held for sale 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, | ||||||||||
| 2026 | 2025 | ||||||||||
|
Cash provided (required) by operating activities of continuing operations (GAAP) (1)
|
$ | (231.3) | $ | (663.3) | |||||||
|
Capital expenditures (2)
|
(29.7) | (70.3) | |||||||||
|
Other investing activities (2)
|
12.3 | (1.2) | |||||||||
| Capital additions and other investing activities | $ | (17.4) | $ | (71.5) | |||||||
| Cash provided (required) by operating activities of discontinued operations | (54.2) | (53.7) | |||||||||
|
Divestiture transaction costs (3)
|
14.0 | - | |||||||||
|
Free cash flow (non-GAAP) (4)
|
$ | (288.9) | $ | (788.5) | |||||||
___________________
(1)The nine months ended September 30, 2026 includes cash payments of $115.1 million for restructuring activities primarily related to the Project Focus and Project Foundation transformation programs. The nine months ended September 30, 2025 includes cash payments of $77.0 million made in connection with Project Focus.
(2)Components of cash provided (required) by investing activities of continuing operations. Refer to the below discussion for further details.
(3)Represents third party provider costs associated with the expected sale of our India commercial business. Proceeds from the sale of our India commercial business anticipated in 2026 will be excluded from free cash flow when received. Therefore, we have also excluded the related transaction costs from free cash flow.
(4)Refer to the above discussion for further details.
2026 Cash Flow Outlook
Our cash needs for 2026 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 and borrowings under our committed Revolving Credit Facility. At September 30, 2026, our remaining borrowing capacity under our credit facility was $1,661.4 million.
We expect 2026 cash provided (required) by operating activities of continuing operations and free cash flow (non-GAAP) to decrease slightly as a result of lower Adjusted EBITDA and higher restructuring spending partially offset by the lower cash taxes, improved working capital performance, including other assets and liabilities, and the proceeds from the rimisoxafen licensing agreement. We also expect the proceeds from the anticipated completion of the sale of our India commercial business to be used to pay down debt.
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 2026. 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 2026 spending, net of recoveries includes approximately $40 million to $50 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 2026 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 2026 environmental spending, inclusive of sites accounted for within both continuing operations and discontinued sites, is expected to be in the range of approximately $80 million to $100 million.
Restructuring and other spending
We expect to make payments, net of recoveries, of approximately $180 million in 2026, which primarily consists of Project Foundation and the remaining obligations associated with Project Focus activities. Restructuring and other spending may be partially offset by cash proceeds from the sale of certain assets as part of Project Foundation, which are presented in Other investing activities on our consolidated statement of cash flows. As previously noted in the section titled "Results of Operations," we expect to incur approximately $700 million to $775 million of pre-tax restructuring charges in connection with Project Foundation in total over the life of the program. This includes $490 million to $505 million of non-cash asset write-off charges, including the write-off of certain receivables primarily due to a change in our commercial strategy in Latin America. The initiatives under Project Foundation are expected to deliver or more of annual run-rate savings by the end of 2027 once fully implemented. The targeted annual run-rate savings under Project Foundation is $200 million by the end of 2027 from the program once fully implemented.
We have implemented substantially all the activities associated with Project Focus. During the nine months ended September 30, 2026, we made cash payments of $59.7 million primarily related to the cash payments required in association with contract abandonment activities executed under the program.
Capital additions
Projected 2026 capital expenditures are expected to be in the range of approximately $45 million to $55 million. The spending is lower than the prior year as a result of manufacturing footprint changes associated with Project Foundation.
Share repurchases
Except for purchases associated with our equity compensation plans, we have not made any share repurchases during the three months ended September 30, 2026 and we do not anticipate any share repurchases during 2026 in compliance with the amendment to the Company's credit agreement. See Item 5. Market for the Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities for additional information regarding the Company's publicly announced repurchased program authorized in February 2022.
Dividends
During the nine months ended September 30, 2026 and September 30, 2025, we paid dividends of $30.4 million and $218.4 million, respectively. As part of a broader response to the challenges the company is facing and to further prioritize debt reduction, the Board of Directors in October 2025 made the decision to reduce the quarterly dividend to $0.08 per share. On October 15, 2026, we paid dividends totaling $12.6 million to our shareholders of record as of September 30, 2026. 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. Increases to the Company's regular quarterly dividend are limited in connection with the Company's credit agreement as amended in December 2025.
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, 2025 can be found within Part II, Item 7 of our 2025 Form 10-K. There have been no significant changes to our contractual commitments during the nine months ended September 30, 2026.
Climate Change
A detailed discussion related to climate change can be found in Part II, Item 7 of our 2025 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.
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, 2026, our financial instrument position was a net asset of $29.5 million compared to a net liability of $9.5 million at December 31, 2025. 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, 2026 and December 31, 2025, with all other variables (including interest rates) held constant. As of September 30, 2026 and December 31, 2025, 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, 2026 and December 31, 2025, 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, 2026 | $ | 29.5 | $ | (16.5) | $ | 43.9 | |||||||||||
| Net asset (liability) position at December 31, 2025 | $ | (9.5) | $ | (69.9) | $ | 22.7 | |||||||||||
Interest Rate Risk
One of the strategies that we can use to manage interest rate exposure is to enter into interest rate swap agreements. 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, 2026 and December 31, 2025, 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, 2026, is composed of 95 percent fixed-rate debt and 5 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of borrowings under our Credit Facility 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, 2026, a one percentage point increase in interest rates then in effect would have increased gross interest expense by $1.6 million and a one percentage point decrease in interest rates then in effect would have decreased gross interest expense by $1.6 million for the nine months ended September 30, 2026.
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.
FMC Corporation published this content on October 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 30, 2026 at 17:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]