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What changed in FMC CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FMC CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+579 added−422 removedSource: 10-K (2026-02-27) vs 10-K (2025-02-28)

Top changes in FMC CORP's 2025 10-K

579 paragraphs added · 422 removed · 287 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

61 edited+26 added−25 removed27 unchanged
Biggest changeFMC’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.
Biggest changeWe 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.
In 2023, we appealed the Review Board's decision to the Beijing IP Court. The Beijing IP Court upheld the decisions of the Review Board. We believe that the Beijing IP Court’s decisions were seriously flawed both on procedural and substantive grounds and we have appealed the Review Board's decision to the People’s Supreme Court of China.
In 2023, we appealed the Review Board's decision to the Beijing IP Court. The Beijing IP Court upheld the decisions of the Review Board. We believe that the Beijing IP Court’s decisions were seriously flawed both on procedural and substantive grounds and we appealed the Review Board's decision to the People’s Supreme Court of China.
We have one collective-bargaining agreement in the US and several collective-bargaining agreements or equivalent agreements in foreign-based locations. None of these agreements are considered material to our operations or financial position. Employees subject to these agreements do not represent a material portion of our overall employee headcount. Over the years, we have successfully renegotiated contracts without any material work stoppages.
We have one collective-bargaining agreement in the US and several collective-bargaining agreements or equivalent agreements in non-US-based locations. None of these agreements are considered material to our operations or financial position. Employees subject to these agreements do not represent a material portion of our overall employee headcount. Over the years, we have successfully renegotiated contracts without any material work stoppages.
These values of safety, inclusion, and sustainability define FMC and guide how we do business. Acquisitions and Divestitures Through FMC Ventures, our venture capital arm, we have made strategic investments in start-ups and early-stage companies that are developing and applying emerging technologies in the agricultural industry.
These values of safety, inclusion, and sustainability define FMC and guide how we do business. 4 Table of Contents Acquisitions and Divestitures Through FMC Ventures, our venture capital arm, we have made strategic investments in start-ups and early-stage companies that are developing and applying emerging technologies in the agricultural industry.
The number of our principal competitors varies from market to market. In general, we compete by providing advanced technology, high product quality, reliability, quality customer and technical service, and by operating in a cost-efficient manner. Our business competes primarily in the global crop protection market for insecticides, herbicides and fungicides.
The number of our principal competitors varies from market to market. In general, we compete by providing advanced technology, high product quality, reliability, quality customer and technical service, and by operating in a cost-efficient manner. 10 Table of Contents Our business competes primarily in the global crop protection market for insecticides, herbicides and fungicides.
We cannot predict, however, the outcome of future contract negotiations. 11 Table of Contents Talent Development and Retention Developing our talent is critical to FMC’s ability to attract and retain a highly skilled and engaged workforce who can lead competitively, innovate change, improve business performance, and successfully maintain a competitive advantage.
We cannot predict, however, the outcome of future contract negotiations. Talent Development and Retention Developing our talent is critical to FMC’s ability to attract and retain a highly skilled and engaged workforce who can lead competitively, innovate change, improve business performance, and successfully maintain a competitive advantage.
Our goal is for everyone to feel they have a voice, and their contributions are valued at FMC. As an example of our efforts, we conduct an all-employee engagement survey designed to capture the voice of our employees and provide actionable insights to sustain an inclusive environment and support employees to perform at their best.
Our goal is for everyone to have a voice, and know their contributions are valued at FMC. As an example of our efforts, we conduct an all-employee engagement survey designed to capture the voice of our employees and provide actionable insights to sustain an inclusive environment and support employees to perform at their best.
In 2024, HHPs accounted for approximately 0.1 percent of our total sales. This reduction of HHPs in our portfolio can be attributed to our internal processes which include continuous evaluation, close monitoring and subsequent phase out along with strong stewardship actions. 12 Table of Contents SEC Filings SEC filings are available free of charge on our website, www.fmc.com.
In 2025, HHPs accounted for approximately 0.1 percent of our total sales. This reduction of HHPs in our portfolio can be attributed to our internal processes which include continuous evaluation, close monitoring and subsequent phase out along with strong stewardship actions. SEC Filings SEC filings are available free of charge on our website, www.fmc.com.
Core Portfolio Strategy Our core portfolio includes one of our two diamide-class molecules – Rynaxypyr® (chlorantraniliprole) active, the world’s leading insect control technology – with annual revenues of approximately $1.0 billion in 2024. The core portfolio also includes our long standing synthetic herbicides and insecticides which continue to deliver strong performance across a variety of crops around the world.
Core Portfolio Our core portfolio includes one of our two diamide-class molecules – Rynaxypyr ® active (chlorantraniliprole), the world’s leading insect control technology – with annual revenues of approximately $0.8 billion in 2025. The core portfolio also includes our long standing synthetic herbicides and insecticides which continue to deliver strong performance across a variety of crops around the world.
We recognize that sustainability goes beyond reducing emissions, it also encompasses human rights, the importance of nature, including biodiversity and how we utilize scarce resources such as water. FMC is aligned with the UN Sustainable Development Goals #2 (Zero Hunger), #8 (Decent Work and Economic Growth), #13 (Climate Action) and #15 (Life on Land).
We recognize that sustainability goes beyond reducing greenhouse gas (GHG) emissions, it also encompasses human rights, the importance of nature, including biodiversity and how we utilize scarce resources such as water. We are aligned with the UN Sustainable Development Goals #2 (Zero Hunger), #8 (Decent Work and Economic Growth), #13 (Climate Action) and #15 (Life on Land).
Unlike patents, ownership rights in trademarks can be continued indefinitely so long as the trademarks are properly used, and renewal fees are paid. 9 Table of Contents We actively monitor and manage our patents and trademarks to maintain our rights in these assets and we strategically act when we believe our intellectual property rights are being infringed.
Unlike patents, ownership rights in trademarks can be continued indefinitely so long as the trademarks are properly used, and renewal fees are paid. We actively monitor and manage our patents and trademarks to maintain and protect our rights in these assets and we strategically act when we believe our intellectual property rights are being infringed.
The first of these Rynaxypyr® active containing products, under the trademarks Elevest®, Vantacor®, and Altacor® eVo, were launched in the US and other countries, including Canada and Australia, starting in late 2020 and will be launched in additional countries in 2025 onward.
The first of these Rynaxypyr ® active containing products, under the trademarks Elevest ® insect control, Vantacor ® insect control, and Altacor ® eVo insect control, were launched in the US and other countries, including Canada and Australia, starting in late 2020 and launched in additional countries in 2025 onward.
In December 2024, Atticus LLC filed a declaratory judgment case against FMC in the US District Court for the Western District of North Carolina. Atticus requested the Court declare that Atticus’s contemplated formulated products containing chlorantraniliprole do not infringe FMC’s patents directed to certain chlorantraniliprole product formulations.
In December 2024, Atticus LLC filed a declaratory judgment case against FMC in the US District Court for the Western District of North Carolina. Atticus requested the Court declare that Atticus’s contemplated formulated products containing chlorantraniliprole do not infringe FMC’s patents directed to certain chlorantraniliprole product formulations. In October 2025, FMC and Atticus settled this dispute.
We are focused on maintaining the site infrastructure at our FMC Stine Research Center in Newark, Delaware, and continuously investing in high-quality equipment.
We are focused on maintaining the site infrastructure at our R&D facilities, including the FMC Stine Research Center in Newark, Delaware, and continuously investing in high-quality equipment.
In November 2024, FMC and Albaugh reached an agreement to resolve the case. As part of that agreement, Albaugh has agreed to pay FMC for a license to FMC’s patented technology used in the manufacture of chlorantraniliprole for agricultural uses in the United States. The specific terms of the agreement are confidential.
As part of that agreement, Albaugh has agreed to pay FMC for a license to FMC’s patented technology used in the manufacture of chlorantraniliprole for agricultural uses in the United States. The specific terms of the agreement are confidential.
Patents are granted by individual jurisdictions and the duration of our patents depends on their respective jurisdictions and payment of annuities. As of December 31, 2024, the Company owned a total of approximately 170 active granted U.S. patents and 2,531 active granted foreign patents (includes Supplemental Patent Certificates); we also have approximately 1,863 patent applications pending globally.
Patents are granted by individual jurisdictions and the duration of our patents depends on their respective jurisdictions and payment of annuities. 8 Table of Contents As of December 31, 2025, the Company owned a total of approximately 162 active granted U.S. patents, and 2,133 active granted foreign patents (includes Supplemental Patent Certificates); we also have approximately 1,648 patent applications pending globally.
The next group of agrochemical producers include UPL Ltd., Sumitomo Chemical Company Ltd., and Nufarm Ltd. FMC employs various differentiated strategies and competes with unique technologies focusing on certain crops, markets and geographies, while also being supported by a low-cost manufacturing model. Growth We are among the leading agrochemical producers in the world.
The next group of agrochemical producers include Sumitomo Chemical Company Ltd. and Nufarm Ltd. FMC employs various differentiated strategies and competes with unique technologies focusing on certain crops, markets and geographies. Growth We are among the leading agrochemical producers in the world.
Employees We employ approximately 5,700 people, which is split across our major geographical regions with 21 percent in North America, 12 percent in Latin America, 26 percent in Europe, Middle East & Africa, and 41 percent in Asia as of December 31, 2024.
Employees We employ approximately 5,500 people, which is split across our major geographical regions with 21 percent in North America, 13 percent in Latin America, 27 percent in Europe, Middle East & Africa, and 39 percent in Asia as of December 31, 2025.
The agrochemicals industry is more consolidated following several mergers of the leading crop protection companies, which now include FMC, ChemChina (owner of Syngenta Group, which includes the former Syngenta and Adama), Bayer AG (acquired Monsanto in 2018), BASF AG and Corteva Agriscience. These five innovation companies currently represent approximately 72 percent of the crop protection industry’s global sales.
The agrochemicals industry includes the following leading crop protection companies: FMC, ChemChina (owner of Syngenta Group, which includes the former Syngenta and Adama), Bayer AG (acquired Monsanto in 2018), BASF AG, Corteva Agriscience, and UPL Ltd. These six innovation companies currently represent approximately 76 percent of the crop protection industry’s global sales.
This level of performance underscores our collective commitment to work safely every day. We empower our people to always put safety first at work and at home. Sustainability We are committed to delivering products that improve agricultural productivity while protecting the environment for future generations.
We empower our people to always put safety first—both at work and at home. Sustainability We are committed to delivering products that improve agricultural productivity while protecting the environment for future generations.
The GSS business did not qualify for discontinued operations during 2024. 4 Table of Contents Financial Information About Our Business (Financial Information in Millions) The following table shows the principal products produced by our business, its raw materials and uses: Product Raw Materials Uses Insecticides Synthetic chemical intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and for non-agricultural applications including pest control for home, garden and other specialty markets Herbicides Synthetic chemical intermediates Protection of crops, including cotton, sugarcane, rice, corn, soybeans, cereals, fruits and vegetables from weed growth and for non-agricultural applications including turf and roadsides Fungicides Synthetic chemical intermediates Protection of crops, including cereals, fruits and vegetables from fungal disease Plant Health Biological intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and diseases and enhancement of yields The following charts detail our sales by major geographic region and major product category.
Financial Information About Our Business (Financial Information in Millions) The following table shows the principal products produced by our business, its raw materials and uses: Product Raw Materials Uses Insecticides Synthetic chemical intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and for non-agricultural applications including pest control for home, garden and other specialty markets Herbicides Synthetic chemical intermediates Protection of crops, including cotton, sugarcane, rice, corn, soybeans, cereals, fruits and vegetables from weed growth and for non-agricultural applications including roadsides Fungicides Synthetic chemical intermediates Protection of crops, including cereals, fruits and vegetables from fungal disease Plant Health Biological intermediates Protection of crops, including soybean, corn, fruits and vegetables, cotton, sugarcane, rice, and cereals, from insects and diseases and enhancement of yields The following charts detail our sales by major geographic region and major product category: _________________ Revenue by region and by product category for 2025 includes revenue charges of approximately $422 million driven by the one-time commercial actions to prepare the India commercial business for sale.
Our venture capital arm, FMC Ventures, continued to build its portfolio in 2024 with new collaborations and strategic investments in start-ups and early-stage companies working on new or disruptive technologies. These engagements, which support or augment our internal capabilities, span several important technology segments, including robotics, drone technology, Ag-FinTech, pathogen detection, soil health, peptides and pheromones.
In 2025, our venture capital arm, FMC Ventures, continued to support its portfolio of collaborations and strategic investments in start-ups and early-stage companies working on new or disruptive technologies. These engagements, which support or augment our internal capabilities, span several important technology segments, including precision applications, ag-fintech, molecule encapsulation, and peptides.
Under Chinese law, the patents remain valid but are not enforceable pending appeal. As of the date of this Form 10-K, we are awaiting a decision from the People’s Supreme Court of China.
Under Chinese law, the patents remain valid but are not enforceable pending appeal. As of the date of filing this Form 10-K, the patents under appeal have expired. As a result, we have withdrawn our appeal before the People’s Supreme Court of China.
We continue to take advantage of enhanced market access positions and an expanded portfolio to deliver near-term growth. 6 Table of Contents We have a growth strategy driven by obtaining new and improved uses for existing product lines and developing, acquiring, accessing, marketing, distributing and/or selling complementary chemistries, biologicals, and related technologies to strengthen our product portfolio and our capabilities to effectively service our target markets and customers.
We have a growth strategy driven by obtaining new and improved uses for existing product lines and developing, acquiring, accessing, marketing, distributing and/or selling complementary chemistries, biologicals, and related technologies to strengthen our product portfolio and our capabilities to effectively service our target markets and customers.
We have our own sales and marketing organizations and access the market through a combination of distributors, retailers and co-ops in all four regions. In addition, we sell directly to large growers in select countries such as Brazil.
Our biologicals feature attributes such as high stability, long shelf life, low use rates and compatibility with other chemistries. We have our own sales and marketing organizations and access the market through a combination of distributors, retailers and co-ops in all four regions. In addition, we sell directly to large growers in select countries such as Brazil.
The registration dossier for Dodhylex™ active and products containing Dodhylex™ active were submitted for review in India, Brazil, the United States, Colombia, South Korea, Peru, Taiwan, Japan, and Malaysia.
We have received registrations in Columbia, Ecuador, Peru, and South Korea and a conditional approval in the Philippines. The registration dossier for Dodhylex ™ active and products containing Dodhylex ™ active were submitted for review in India, Brazil, the United States, Taiwan, Japan, and Malaysia.
Since 2022, continuing through 2024, we initiated proceedings to enforce several of our patents and trademarks against generic producers and infringers, resulting in multiple favorable judgments and settlements in several countries, including in the United States, India, and China.
Since 2022, continuing through 2025, we initiated proceedings to enforce several of our patents and trademarks against generic producers and infringers, resulting in multiple favorable judgments and settlements in several countries, including in the United States, India, and China. Patent validity challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases.
Safety Safety is a core value of FMC. We strive for an injury-free workplace, where every person returns home the same way they arrived. We encourage a culture of open reporting, to learn from our mistakes and work towards continuous improvement in behaviors and processes.
Safety Safety is a core value at FMC. We are committed to building an injury‑free workplace where every person returns home the same way they arrived. We foster a culture of open reporting so we can learn from our mistakes and continuously improve our behaviors and processes.
Rimisoxafen is a new dual mode of action herbicide for resistant broadleaf weeds including Palmer amaranth, a fast growing and harmful weed that has developed resistance to most herbicides on the market. Rimisoxafen provides excellent control of key Amaranthus species (Palmer, waterhemp, redroot pigweed) with outstanding residual performance.
Rimisoxafen is a new dual mode of action herbicide designed to control troublesome and resistant broadleaf weeds including Palmer amaranth, waterhemp, and redroot pigweed. Palmer amaranth is a fast growing and harmful weed that has developed resistance to eight different herbicide modes of action on the market.
At FMC, we embed sustainability and stewardship at each stage of the product life cycle, and stewardship priorities are built into the core of research and development, portfolio and marketing strategies. FMC developed and utilizes its Product Sustainability Assessment Tool to evaluate the sustainability attributes of new active ingredients and formulated products in the research and development pipeline.
At FMC, we embed sustainability and stewardship at each stage of the product life cycle, and stewardship priorities are built into the core of research and development, portfolio and marketing strategies.
We also strive to create an environment that fosters a culture of belonging across our team of 5,700 global employees. Additionally, we are committed to delivering products that improve agricultural productivity while protecting the environment for future generations. Our focus on sustainability covers both the impacts of climate change on our business as well as our business on the climate.
We are collectively committed to working safely every day to ensure the safety of our people and products. We also strive to create an environment that fosters a culture of belonging across our team of 5,500 global employees. Additionally, we are committed to delivering products that improve agricultural productivity while protecting the environment for future generations.
Through these and other alliances, along with our own targeted marketing efforts, access to novel technologies and our innovation initiatives, we expect to maintain and enhance our access in key agricultural and non-crop markets and develop new products that will help us continue to compete effectively.
Through these and other alliances, along with our own targeted marketing efforts, access to novel technologies and our innovation initiatives, we expect to maintain and enhance our access in key agricultural and non-crop markets and develop new products that will help us continue to compete effectively. 6 Table of Contents Industry Overview The three principal categories of agricultural and non-crop chemicals are: herbicides, insecticides, and fungicides, representing approximately 41 percent, 30 percent and 27 percent of global agricultural crop protection market value, respectively.
The following table provides our long-lived assets by major geographical region: (in Millions) December 31, 2024 2023 Long-lived assets (1) North America $ 956.0 $ 1,063.4 Latin America 278.8 714.8 Europe, Middle East, and Africa (2) 3,685.4 1,718.2 Asia 251.0 1,964.1 Total $ 5,171.2 $ 5,460.5 ________________ (1) Geographic long-lived assets exclude long-term deferred income taxes.
Management's Discussion and Analysis of Financial Condition and Results of Operations for further details on the India held for sale business. 5 Table of Contents The following table provides our long-lived assets by major geographical region: (in Millions) December 31, 2025 2024 Long-lived assets (1) North America $ 843.3 $ 956.0 Latin America 187.6 278.8 Europe, Middle East, and Africa 2,357.9 3,685.4 Asia 123.8 251.0 Total $ 3,512.6 $ 5,171.2 ________________ (1) Geographic long-lived assets exclude long-term deferred income taxes.
In addition, comprehensive global benefit packages are offered to support the health and well-being of employees and their families enabling FMC to offer a comprehensive total reward package designed for employees throughout their career.
In addition, comprehensive global benefit packages are offered to support the health and well-being of employees and their families, enabling FMC to offer a comprehensive total reward package designed for employees throughout their career. 11 Table of Contents FMC Culture An important element of our Company’s strategy is our commitment to creating an inclusive culture where every employee feels a sense of belonging and is empowered to thrive.
Our growth strategy for Rynaxypyr® active includes the introduction of novel formulations and mixture products as well as lower cost solo formulations.
Our current diamide pipeline contains approximately eleven new products containing Rynaxypyr ® active to be launched this decade. Our strategy for Rynaxypyr ® active includes the introduction of novel formulations and mixture products as well as lower cost solo formulations.
FMC’s technology innovation processes capture those innovations and protect them through the most appropriate form of intellectual property rights. We also in-license certain active ingredients and other technologies under patents held by third parties, and have granted licenses to certain of our patents to third parties.
We also in-license certain active ingredients and other technologies under patents held by third parties, and have granted licenses to certain of our patents to third parties.
We own and license a significant number of U.S. and foreign patents, trademarks, trade secrets and other intellectual property that are cumulatively important to our business. In addition, we seek to license our proprietary technologies through partnering arrangements that effectively allow us to capitalize from our intellectual property.
Pipeline As an agricultural sciences company, FMC believes in innovation and in protecting that innovation through intellectual property rights. We own and license a significant number of U.S. and foreign patents, trademarks, trade secrets and other intellectual property that are cumulatively important to our business.
More details regarding our granted patent estate are set forth in the tables below: 8 Table of Contents Diamides Numbers of active Granted Patents by type, as of December 31, 2024: United States Foreign Active Ingredients — 100 Intermediates/ Method of Manufacturing 17 283 Formulations/ Mixtures/ Applications 7 308 Total 24 691 Remaining life of Granted Patents, as of December 31, 2024: United States Foreign Through December 31, 2029 (i.e., 2025-2029) 14 527 2030 - 2034 6 52 2035 - 2039 2 23 2040 - 2044 2 89 Total 24 691 Pipeline Numbers of active Granted Patents by type, as of December 31, 2024: United States Foreign Active Ingredients 8 187 Intermediates/ Method of Manufacturing 11 134 Formulations/ Mixtures/ Applications 10 242 Total 29 563 Remaining life of Granted Patents, as of December 31, 2024: United States Foreign Through December 31, 2029 (i.e., 2025-2029) — — 2030 - 2034 10 269 2035 - 2039 19 289 2040 - 2044 — 5 Total 29 563 We also own many trademarks that are well recognized by customers or product end-users.
More details regarding our granted patent estate are set forth in the tables below: Diamides Numbers of active Granted Patents by type, as of December 31, 2025: United States Foreign Active Ingredients — 78 Intermediates/ Method of Manufacturing 14 205 Formulations/ Mixtures/ Applications 8 110 Total 22 393 Remaining life of Granted Patents, as of December 31, 2025: United States Foreign Through December 31, 2030 (i.e., 2026-2030) 15 323 2031 - 2035 2 1 2036 - 2040 2 67 2041 - 2045 3 2 Total 22 393 Pipeline Numbers of active Granted Patents by type, as of December 31, 2025: United States Foreign Active Ingredients 8 192 Intermediates/ Method of Manufacturing 13 117 Formulations/ Mixtures/ Applications 10 262 Total 31 571 Remaining life of Granted Patents, as of December 31, 2025: United States Foreign Through December 31, 2030 (i.e., 2026-2030) — — 2031 - 2035 13 390 2036 - 2040 18 181 2041 - 2045 — — Total 31 571 We also own many trademarks that are well recognized by customers or product end-users.
Additionally, we are developing novel formulations containing Cyazypyr® active which are intended to expand the spectrum of pest control and provide growers with lower cost in use.
Our current diamide pipeline contains approximately seven new products containing Cyazypyr ® active expected to be launched this decade, and we continue to explore further innovations based on this diamide chemistry. We are developing novel formulations containing Cyazypyr ® active which are intended to expand the spectrum of pest control and provide growers with lower cost in use.
FMC Strategy We are a tier-one leader and the fifth largest global innovator in the agrochemicals/crop protection market. Our strong competitive position is driven by our technology and innovation, as well as our geographic balance and crop diversity.
FMC is committed to discovering new insecticide, herbicide, and fungicide active ingredients, product formulations and pioneering technologies that are consistently better for the planet. FMC Strategy We are a tier-one leader in the agrochemicals/crop protection market. Our position in the market is driven by our technology and innovation, as well as our geographic balance and crop diversity.
ITEM 1. BUSINESS General FMC Corporation is a global agricultural sciences company dedicated to providing farmers innovative solutions that increase the productivity and resilience of their land. From our industry-leading development pipeline to novel biologicals and precision technologies, we are passionate about the power of science to solve agriculture’s biggest challenges.
ITEM 1. BUSINESS General FMC Corporation is a global agricultural sciences company dedicated to providing farmers with innovative solutions that increase the productivity and resilience of their land. We operate in a single distinct business segment.
We also expect that implementation of our lower cost diamide manufacturing strategy will allow for continued competitiveness of Cyazypyr® active as generic entry begins following patent and data protection expiry. 7 Table of Contents Our growth portfolio also includes herbicide pipeline products featuring three molecules - Dodhylex™ active, Isoflex™ active and rimisoxafen.
We also expect that implementation of our lower cost diamide manufacturing strategy will allow for continued competitiveness of Cyazypyr ® active as generic entry begins following the expiration of the process patent in 2025 and after data protection expires in key countries.
Isoflex™ active offers a new mode of action against weeds in cereals. We have launched herbicide brands powered by Isoflex™ active for cereals in Australia, Argentina, China, India and Pakistan. In Brazil, we have launched for use in cotton and rice and will expand into wheat.
Our growth portfolio also includes herbicide pipeline products featuring three molecules - Dodhylex ™ active, Isoflex ® active and rimisoxafen. Isoflex ® active offers a new mode of action against weeds in cereals. We have launched herbicide brands powered by Isoflex ® active for cereals in Australia, Argentina, Chile, China, Great Britain, India, Pakistan and Uruguay.
FMC filed a patent infringement case against Albaugh in the US District Court (Iowa), based on public information disclosed in Albaugh’s EPA dossier. In the lawsuit, FMC alleged that Albaugh imported, made, or used products containing chlorantraniliprole made in violation of FMC’s U.S. patent rights protecting FMC’s processes for manufacturing chlorantraniliprole.
In the lawsuit, FMC alleged that Albaugh imported, made, or used products containing chlorantraniliprole made in violation of FMC’s U.S. patent rights protecting FMC’s processes for manufacturing chlorantraniliprole. In November 2024, FMC and Albaugh reached an agreement to resolve the case.
Growth Portfolio Strategy FMC’s growth portfolio includes products under patent or data protection in important markets and/or providing novel modes of action. We believe that FMC has one of the most productive crop protection pipelines in agriculture. The pipeline is highly valuable because it is biased toward new modes of action.
We believe that FMC has one of the most productive crop protection pipelines in agriculture. The pipeline is highly valuable because it is biased toward new modes of action. The current R&D pipeline features 16 new active areas in discovery and 19 new active ingredients in development.
In June 2024, FMC initiated a lawsuit against Sharda USA LLC in the U.S. District Court for the Eastern District of Pennsylvania (Philadelphia) for infringing two US Patents directed to insecticidal compositions containing the combination of bifenthrin and zeta-cypermethrin.
District Court for the Eastern District of Pennsylvania (Philadelphia) for infringing two US Patents directed to insecticidal compositions containing the combination of bifenthrin and zeta-cypermethrin. In August 2024, FMC successfully obtained a preliminary injunction in the form of a Temporary Restraining Order (TRO) preventing Sharda from selling its generic WINNER product in the US.
The FMC intellectual property estate provides us with a significant competitive advantage which we seek to expand and renew on a continual basis. We manage our technology investment to discover and develop new active ingredients and biological products, as well as to continue to improve manufacturing processes and existing active ingredients through new formulations, mixtures or other concepts.
We manage our technology investment to discover and develop new active ingredients and biological products, as well as to continue to improve manufacturing processes and existing active ingredients through new formulations, mixtures or other concepts. FMC’s technology innovation processes capture those innovations and protect them through the most appropriate form of intellectual property rights.
The majority of our product lines consist of insecticides and herbicides, and we have a growing portfolio of fungicides mainly used in high value crop segments. Our insecticides are used to control a wide spectrum of pests, while our herbicide portfolio primarily targets a large variety of difficult-to-control weeds.
Products and Markets Our portfolio is comprised of three major pesticide categories: insecticides, herbicides and fungicides. The majority of our product lines consist of insecticides and herbicides, and we have a growing portfolio of fungicides mainly used in high value crop segments.
FMC’s strategy also includes a focus on increasing operating leverage, optimizing functional costs, and driving a fit-for-purpose and resilient supply network. In 2024, FMC’s restructuring efforts generated $165 million in cost benefits and helped shape an FMC that is focused, efficient, and strong in the near-term, and structured to deliver sustained growth and superior results in the long-term.
FMC’s strategy also includes a focus on increasing operating leverage, optimizing functional costs, and driving a fit-for-purpose and resilient supply network. FMC’s 2024 restructuring efforts generated $165 million in cost benefits. In 2025, FMC launched Project Foundation, a multi-year program to optimize our manufacturing footprint and reduce structural costs.
We anticipate launching other herbicide brands powered by Isoflex™ active in Chile and Uruguay during 2025 and we expect to significantly expand sales of these products to other parts of our EMEA and NA regions over the next five years.
In Brazil, we have launched for use in cotton and rice and will expand into wheat. We expect to significantly expand sales of these products to other parts of our EMEA and NA regions over the next five years.
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-K as a textual reference only and the information on the website is not incorporated by reference into this Form 10-K.
We encourage investors and others interested in the Company to monitor our investor relations website for material disclosures.
Patent challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases and have been raised in several of our enforcement cases to date; we intend to defend vigorously any patents that are challenged.
To date, such challenges have been raised in several of our enforcement cases and we intend to strategically defend any patents that are challenged. We believe that the invalidity or loss of any particular patent, trademark or licenses after appeal would be an unlikely possibility.
Adastrio™ fungicide is registered in the U.S. for use in corn, grain sorghum, wheat, triticale and barley against anthracnose leaf blight, common rust, gray leaf spot, Northern corn leaf blight and Southern rust. Pipeline Growth Strategy As an agricultural sciences company, FMC believes in innovation and in protecting that innovation through intellectual property rights.
Onsuva ™ fungicide is available in Argentina and Brazil to prevent and control diseases affecting soybean, corn and peanut crops. Adastrio ™ fungicide is registered in the U.S. for use in corn, grain sorghum, wheat, triticale and barley against anthracnose leaf blight, common rust, gray leaf spot, Northern corn leaf blight and Southern rust.
In addition, we are also investing substantially in our Plant Health program which includes biologicals, crop nutrition, and seed treatment products. Biological technologies offer excellent sustainability profiles and serve as strong complements to our synthetic products. Our biologicals feature attributes that exceed the competition, such as high stability, long shelf life, low use rates and compatibility with other chemistries.
Our insecticides are used to control a wide spectrum of pests, while our herbicide portfolio primarily targets a large variety of difficult-to-control weeds. We are also investing in our Plant Health program which includes biologicals, crop nutrition, and seed treatment products. Biological technologies offer excellent sustainability profiles and serve as strong complements to our synthetic products.
Given the unique and specific Chinese patent law issues involved, we do not believe the decisions of the lower courts in China would materially adversely impact our enforcement of similar patents in other countries. 10 Table of Contents In several of our pending India patent enforcement cases, defendant infringers have sought to invalidate the asserted FMC patent(s), but as of the date of this Form 10- K no such infringer has prevailed in an invalidation claim.
In several of our pending India patent enforcement cases, defendant infringers have sought to invalidate the asserted FMC patent(s), but as of the date of filing this Form 10- K, we are seeking to have these invalidation actions dismissed, as the patents have expired.
The current R&D pipeline features over 20 new active areas in discovery and 18 new active ingredients in development. The growth portfolio includes our second diamide-class molecule, Cyazypyr® active (cyantraniliprole), which supports a portfolio of products that generated revenues of approximately $0.5 billion in 2024.
The growth portfolio includes our second diamide-class molecule, Cyazypyr ® active (cyantraniliprole), which supports a portfolio of products that generated revenues of approximately $0.4 billion in 2025. Cyazypyr ® active-containing brands, under the trademarks Verimark ® insect control, Benevia ® insect control, and Exirel ® insect control were launched in certain southern European countries starting in 2023.
Patent challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases; we intend to defend vigorously any diamide patents that are challenged.
Atticus is now free to commercialize CTPR-containing products. Patents involve complex factual and legal issues and thus each case is litigated on the merits, under relevant laws of the jurisdiction. Patent validity challenges in response to enforcement efforts are expected as an ordinary defense tactic in patent enforcement cases. We intend to strategically defend any patents that are challenged.
In 2023, Premio® Star insect control formulation was launched in Brazil and launches in other Latin American countries starting in 2025. The implementation of our lower cost diamide manufacturing strategy will also support our ability to compete with expected generic competitors.
In 2023, Premio® Star insect control formulation was launched in Brazil and launched in other Latin American countries starting in 2026.
While we believe that the invalidity or loss of any particular patent, trademark or licenses after appeal would be an unlikely possibility, our patent and trademark estate related to our diamide insect control products based on Rynaxypyr® and Cyazypyr® active ingredients in the aggregate are of material importance to our operations.
Our intellectual property, including our patent and trademark estate related to our diamide insect control products based on Rynaxypyr ® active and Cyazypyr ® active ingredients in the aggregate are of material importance to our operations. 9 Table of Contents In June 2024, FMC initiated a lawsuit against Sharda USA LLC in the U.S.
As a result of our firm commitment to safety, our Total Recordable Incident Rate of 0.0995 continues to be among the lowest in the industry globally and in the top decile of peer companies in North America, placing our Company among the safest organizations in the chemical industry.
Our dedication to safety is reflected in our Total Recordable Incident Rate (TRIR) of 0.1491, which remains among the lowest in global industry and places us in the top decile of peer companies in North America. This performance underscores our collective commitment to working safely every day.
Key crops include soybeans, corn, cotton, cereals, oilseed rape, fruits & vegetables, tree nuts and peanuts. Onsuva™ fungicide is available in Argentina and Brazil to prevent and control diseases affecting soybean, corn and peanut crops.
Fluindapyr controls a variety of key diseases in row and specialty crops around the world. Fluindapyr formulations are registered in the United States, Brazil, Paraguay, Mexico, South Korea, Ukraine and Argentina. Key crops include soybeans, corn, cotton, cereals, oilseed rape, fruits and vegetables, tree nuts and peanuts.
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FMC is guided by our strategic plan which aims to transform our relationship with growers to become a trusted source for technical expertise and innovative solutions, to deliver superior growth and returns to our stakeholders, and to lead the crop protection industry in safety, talent, sustainability, and innovation.
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As announced in February 2026, the FMC Board of Directors has authorized the exploration of strategic options, including but not limited to, the sale of the company to unlock shareholder value and ensure that the growth and core portfolios are best positioned for long-term success. FMC's four new active ingredients, along with its broader development pipeline, are unique and transformative.
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FMC expects to deliver on its growth ambitions by accelerating development and commercialization of our pipeline, driving profitability and competitiveness of our diamides brands and core synthetic portfolio, and growing the leading plant health business driven by our pheromones platform.
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The company believes there is significant opportunity to enhance shareholder value by accelerating growth and delivering enhanced financial results with additional investment in these technologies. The strategic review is at a preliminary stage, and there can be no assurance that the process will result in any transaction.
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To enable our growth and help achieve our ambitions, FMC is implementing strategies to be a trusted advisor to the grower through dedicated technical personnel and events, expanded precision technologies, and other digital and communication tools. We believe that expanded business development activities will capture local market innovation in new and existing geographies and further accelerate FMC’s growth.
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FMC remains focused on executing our 2026 operational priorities, which include strengthening the balance sheet, improving the competitiveness of our core portfolio, managing our post-patent Rynaxypyr ® active strategy and supporting growth of new active ingredients.
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Our supply network is rigorously maintained to balance risk, cost, and quality to enable FMC to generate the greatest possible competitive advantage and profitability from our portfolio. FMC remains committed to leading the industry in safety, inclusion, and sustainability. We are collectively committed to working safely every day to ensure the safety of our people and products.
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We aim to strengthen our balance sheet by paying down debt through asset sales and licensing agreements, including the sale of our India commercial business. In July 2025, the Board of Directors approved a plan to divest the Company’s commercial business in India in response to ongoing commercial challenges in the country.
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On November 1, 2024, we completed the sale of the non-core Global Specialty Solutions ("GSS") business to Environmental Science US, LLC d/b/a Envu ("Envu"). We received proceeds, net of the preliminary working capital adjustment, of approximately $340 million in connection with the completion of the sale.
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FMC plans to continue to actively participate in the India market through a supply agreement with the eventual buyer of the business for its patented and data-protected portfolio, ranging from new diamide technologies to active ingredients and biologicals. The Company will continue its active ingredients manufacturing operations in India.
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(2) In connection with our plans to establish a global technology and innovation center in Switzerland, we completed intra-entity transfers of certain intellectual property to one of the Company's Swiss subsidiaries during 2024. 5 Table of Contents Products and Markets Our portfolio is comprised of three major pesticide categories: insecticides, herbicides and fungicides.
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The sale process is underway and is expected to conclude in 2026. Further priorities focus on improving the competitiveness of our core portfolio and managing the post-patent transition for Rynaxypyr ® active. We will also continue advancing commercialization of new active ingredients, including Isoflex ® active, fluindapyr, Dodhylex ™ active and rimisoxafen.
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Industry Overview The three principal categories of agricultural and non-crop chemicals are: herbicides, insecticides, and fungicides, representing approximately 41 percent, 29 percent and 27 percent of global agricultural crop protection market value, respectively.
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The initiative focuses on exiting high-cost production sites, consolidating operations, and streamlining the organizational cost base to improve efficiency and competitiveness. Strategically, it aims to deliver sustainable margin improvement and position FMC for long-term growth by creating a leaner, more agile operating model. FMC remains committed to leading the industry in safety, inclusion, and sustainability.
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Our current diamide pipeline contains approximately eleven new products containing Rynaxypyr® active to be launched this decade and we expect Rynaxypyr® active to continue a steady growth trajectory notwithstanding the expiration of composition of matter patents covering Rynaxypyr® active in certain countries which started in late 2022.
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Our focus on sustainability covers both the impacts of climate change on our business as well as our business on the climate.
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The Cyazypyr® product portfolio continues to be protected by patents and data protection for key global markets. Cyazypyr® active-containing brands, under the trademarks Verimark®, Benevia®, and Exirel® were launched in certain southern European countries starting in 2023.
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As previously mentioned, FMC announced our intention to divest our India commercial business as part of our portfolio optimization strategy. The business is classified as “held for sale” beginning in the third quarter of 2025. FMC expects the divestiture to close in 2026, subject to customary regulatory approvals.
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Our current diamide pipeline contains approximately nine new products containing Cyazypyr® active expected to be launched this decade and we continue to explore further innovations based on this diamide chemistry. We anticipate strong growth of Cyazypyr® active due to its patent portfolio, complex manufacturing profile and regulatory data protection in key markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese uncertainties could have a material adverse effect on our business and our results of operation and financial condition. A widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products. • Business disruptions – We produce products through a combination of owned facilities and contract manufacturers.
Biggest changeA widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for our products. 16 Table of Contents As a chemical manufacturing company, our operations are subject to operational risks and have the potential to cause environmental or other damage as well as personal injury, or disrupt our ability to supply our customers, any of which could adversely affect our business, results of operations and cash flows.
Likewise, for other products in our commercial and development portfolios, we have a broad estate of intellectual property including patents, trademark and data protection. We intend to strategically and vigorously enforce our patents and other forms of intellectual property against suspected infringers and have done so already against several third parties.
For other products in our commercial and development portfolios, we have a broad estate of intellectual property including patents, trademark and data protection. We intend to strategically and vigorously enforce our patents and other forms of intellectual property against suspected infringers and have done so already against several third parties.
The opinion is based on certain assumptions and representations as to factual matters from both FMC and FMC Lithium, as well as certain covenants by those parties. The opinion cannot be relied upon if any of the assumptions, representations or covenants is incorrect, incomplete or inaccurate or is violated in any material respect.
The opinion is based on certain assumptions and representations as to factual matters from both FMC and FMC Lithium, as well as certain covenants by those parties. The opinion cannot be relied upon if any of the assumptions, representations or covenants are incorrect, incomplete, inaccurate or violated in any material respect.
Portfolio Management Risks : • Portfolio management risks – We continuously review our portfolio which includes the evaluation of potential business acquisitions that may strategically fit our business and strategic growth initiatives. If we are unable to successfully integrate and develop our acquired businesses, we could fail to achieve anticipated synergies including expected cost savings and revenue growth.
We continuously review our portfolio which includes the evaluation of potential business acquisitions that may strategically fit our business and strategic growth initiatives. If we are unable to successfully integrate and develop our acquired businesses, we could fail to achieve anticipated synergies including expected cost savings and revenue growth.
Such changes may adversely impact our business. Further, while we have made supply arrangements to meet planned operating requirements, an inability to obtain the critical raw materials or operate under contract manufacturing arrangements would adversely impact our ability to produce certain products and could lead to operational disruption and increase uncertainties around business performance.
Further, while we have made supply arrangements to meet planned operating requirements, an inability to obtain the critical raw materials or operate under contract manufacturing arrangements would adversely impact our ability to produce certain products and could lead to operational disruption and increase uncertainties around business performance.
Changes to the regulatory environment may be influenced by non-government public pressure as a result of negative perception regarding the use of our crop protection products. Products reviewed by regulators and 13 Table of Contents labeled safe for use may still be challenged by others which could lead to negative public perception or regulatory action.
Changes to the regulatory environment may be influenced by non-government public pressure as a result of negative perception regarding the use of our crop protection products. Products reviewed by regulators and labeled safe for use may still be challenged by others which could lead to negative public perception or regulatory action.
We are currently and may in the future be a party to various lawsuits or administrative proceedings involving our patents. (See "Patents, Trademarks and Licenses" in Item 1). Such challenges can result in some or all of the claims of the asserted patent being invalidated or deemed unenforceable.
We are currently and may in the future be a party to various lawsuits or administrative proceedings involving our patents. See "Patents, Trademarks and Licenses" in Item 1 for more details. Such challenges can result in some or all of the claims of the asserted patent being invalidated or deemed unenforceable.
(see "Patents, Trademarks and Licenses" in Item 1 for more details). Patent and trademark enforcement is subject to the risks inherent in litigation, and our product portfolio life cycle management efforts may not be effective in maintaining our products’ market position or profitability.
See "Patents, Trademarks and Licenses" in Item 1 for more details. Patent and trademark enforcement is subject to the risks inherent in litigation, and our product portfolio life cycle management efforts may not be effective in maintaining our market position or the profitability of our products.
These potential hazards include explosions, fires, mechanical failure, unscheduled downtimes, supplier disruptions, labor shortages or other labor difficulties, information technology systems outages, disruption in our supply chain or manufacturing and distribution operations, transportation interruptions, chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of contaminated or off-specification product to customers, storage tank leaks, other environmental risks, cyberattacks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, terrorism or war, civil or political unrest, severe weather and natural disasters, large scale power outages and public health epidemics and pandemics.
Our manufacturing processes and those of our contract manufacturers a re subject to hazards inherent in chemical manufacturing, which include explosions, fires, mechanical failure, unscheduled downtimes, supplier disruptions, labor shortages or other labor difficulties, information technology systems outages, disruption in our supply chain or manufacturing and distribution operations, transportation interruptions, chemical spills, discharges or releases of toxic or hazardous substances or gases, shipment of contaminated or off-specification product to customers, storage tank leaks, other environmental risks, cyberattacks, or other sudden disruption in business operations beyond our control as a result of events such as acts of sabotage, terrorism or war, civil or political unrest, severe weather and natural disasters, large scale power outages and public health epidemics and pandemics.
We address patent expirations through effective enforcement of our patents that continue to cover key chemical intermediates and process patents, as well as portfolio life cycle management, particularly for our high value diamide insecticides for which our composition of matter patents on the active ingredient itself have expired in most countries and our process manufacturing and chemical intermediate patents only a limited remaining duration.
We are focused on effective enforcement of our patents that continue to cover key chemical intermediates and process patents, as well as portfolio life cycle management, particularly for our high value diamide insecticides for which our composition of matter patents on the active ingredient itself have expired in most countries and our process manufacturing and chemical intermediate patents only a limited remaining duration.
The portfolio is comprised of 100 percent fixed income securities and cash. Our plan assets and obligation under our U.S. Qualified Plan is in excess of $1 billion. Additionally, obligations related to our pension and postretirement plans reflect certain assumptions. To the extent actual experience differs from these assumptions, our costs and funding obligations could increase or decrease significantly.
The portfolio is comprised of 100 percent fixed income securities and cash. Our plan assets and obligation under our U.S. Qualified Plan are both in excess of $900 million. Additionally, obligations related to our pension and postretirement plans reflect certain assumptions. To the extent actual experience differs from these assumptions, our costs and funding obligations could increase or decrease significantly.
A worsening of global or regional economic conditions or financial markets could adversely affect both our own and our customers' ability to meet the terms of sale or our suppliers' ability to perform all their commitments to us.
A worsening of global or regional economic conditions or financial markets could adversely affect both our own and our customers ability to meet the terms of sale or our suppliers ability to perform all their commitments to us.
There is considerable uncertainty surrounding the trade relationship between the U.S. and trading partners — e.g., the recently announced 10% tariff on goods coming into the U.S. from China, the recent announcement of reciprocal tariffs on goods imported into the U.S. to match tariffs imposed by other nations on goods imported from the U.S., and China’s recently announced tariffs on imports of certain U.S. goods.
There is considerable uncertainty surrounding the trade relationship between the U.S. and trading partners — e.g., the tariffs on goods coming into the U.S. from China, the reciprocal tariffs on goods imported into the U.S. to match tariffs imposed by other nations on goods imported from the U.S., and China’s tariffs on imports of certain U.S. goods.
Other third parties may seek to enter markets with infringing products or may find alternative production methods that avoid infringement. We may not be successful in litigating to enforce our patents due to the risks inherent in any litigation.
However, third parties may seek to enter markets with infringing products or may find alternative production methods that avoid infringement. 19 Table of Contents We may not be successful in litigating to enforce our patents due to the risks inherent in any litigation.
We have continued to grow our geographic footprint particularly in Europe and key Asian countries such as India, which means that developments outside the U.S. will generally have a more significant effect on our operations than in the past.
We have continued to grow our geographic footprint particularly in Europe and Asia, which means that developments outside the U.S. will generally have a more significant effect on our operations than in the past.
Remote and other work arrangements may leave the Company more vulnerable to a cyberattack. Our systems and those of our vendors and third parties have in the past been, and will likely be in the future, subject to unauthorized access attempts. Implementing system updates or security patches in an untimely manner could leave our company exposed to security breaches.
Our systems and those of our vendors and third parties have in the past been, and will likely be in the future, subject to unauthorized access attempts. Implementing system updates or security patches in an untimely manner could leave our company exposed to security breaches.
Such adverse effects could include but not be limited to materially reduced volumes purchased by customers, resulting in not only reduced sales, but also the Company bearing higher volumes of unsold product inventory, excess raw materials, and correspondingly increased carrying costs. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Such adverse effects could include, but are not limited to, materially reduced volumes purchased by customers resulting in reduced sales as well as higher volumes of unsold inventory and excess raw materials and correspondingly increased carrying costs. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In the event of a default in this credit facility or any of our senior notes, we could be required to immediately repay all outstanding borrowings and make cash deposits as collateral for all obligations the facility supports, which we may not be able to do.
If we are not able to maintain compliance with the covenants under our debt agreements, and in the event of a default in our Revolving Credit Facility or any of our senior notes, we could be required to immediately repay all outstanding borrowings and make cash deposits as collateral for all obligations the facility supports, which we may not be able to do.
Our investment in the discovery and development of new pesticidal active ingredients relies on discovery of new chemical molecules, biological strains or formulations. Such discovery processes depend on our scientists being able to find new molecules, strains and formulations, which are novel and outside of patents held by others, and such molecules/strains/formulations being efficacious against target pests.
Such discovery processes depend on our scientists being able to find new molecules, strains and formulations, which are novel and outside of patents held by others, and such molecules/strains/formulations being efficacious against target pests.
Our operations outside the U.S. are subject to special risks and restrictions, including: fluctuations in currency values; exchange control regulations; changes in local political or economic conditions; governmental pricing directives; import and trade restrictions or tariffs; import or export licensing requirements and trade policy; restrictions on the ability to repatriate funds; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad. • Climate change and land use impacts – Climate change may impact markets in which we sell our products, where, for example, a prolonged drought may result in decreased demand for our products.
Our operations outside the U.S. are subject to special risks and restrictions, including: fluctuations in currency values; exchange control regulations; changes in local political or economic conditions; governmental pricing directives; import and trade restrictions or tariffs; import or export licensing requirements and trade policy; restrictions on the ability to repatriate funds; and other potentially detrimental domestic and foreign governmental practices or policies affecting U.S. companies doing business abroad.
RISK FACTORS Among the factors that could have an impact on our ability to achieve operating results and meet our other goals are: Industry Risks : Pricing and volumes in our markets are sensitive to a number of industry specific and global issues and events including: • Competition and new agricultural technologies – Our business faces competition, which could affect our ability to maintain or raise prices, successfully enter certain markets or retain our market position.
ITEM 1A. RISK FACTORS Among the factors that could have an impact on our ability to achieve operating results and meet our other goals are: Risks Related to Business and Industry Conditions Our business faces competition, which could affect our ability to maintain or raise prices, successfully enter certain markets or retain our market position.
Interruptions at these facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole.
Our operating results are dependent in part on the continued operation of these production facilities. Interruptions at these facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole.
Significant effort will likely be required to ensure that the right mix of resources are trained, engaged and focused on achieving business objectives while adhering to our core values of safety, ethics and compliance. • Economic and geopolitical change - Our business has been and could continue to be adversely affected by economic and political changes in the markets where we compete including: trade restrictions, tariff increases or potential new tariffs, foreign ownership restrictions and economic embargoes imposed by the U.S. or any of the foreign countries in which we do business; changes in laws, taxation, and regulations and the interpretation and application of these laws, taxes, and regulations; restrictions imposed by the U.S. government or foreign governments through exchange controls or taxation policy; nationalization or expropriation of property, undeveloped property rights, and legal systems or political instability; other governmental actions; inflation rates and inflationary pressures leading to higher input costs, recessions; and other external factors over which we have no control.
The following have and could continue to adversely affect our business: trade restrictions, tariff increases or potential new tariffs, foreign ownership restrictions and economic embargoes imposed by the U.S. or any of the foreign countries in which we do business; changes in laws, taxation, and regulations and the interpretation and application of these laws, taxes, and regulations; restrictions imposed by the U.S. government or foreign governments through exchange controls or taxation policy; nationalization or expropriation of property, undeveloped property rights, and legal systems or political instability; other governmental actions; inflation rates and inflationary pressures leading to higher input costs, recessions; and other external factors over which we have no control.
If we are unable to generate sufficient cash flow or raise adequate external financing, including as a result of significant disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities, which could adversely affect our operating results. • Credit default risks – We may use our existing revolving credit facility, to the extent available, to meet our cash needs.
If we are unable to generate sufficient cash flow or raise adequate external financing, including as a result of disruptions in the global credit markets, we could be forced to restrict our operations and growth opportunities, which could adversely affect our operating results. Our current indebtedness could have a negative impact on our liquidity or restrict our activities.
An abrupt and widespread shift in purchasing behaviors (e.g., the current inventory destocking phenomenon) by channel partners and end use customers has and may continue to negatively and materially impact the Company’s volumes across important markets, which has adversely affected and may continue to adversely affect our results of operations.
An abrupt and widespread shift in purchasing behaviors by channel partners and end-use customers has, in the past, negatively and materially impacted and may, in the future, negatively and materially impact the Company’s volumes across important markets and our results of operations.
In recent years, we have seen some logistics challenges, pointed supply chain shortages, and increased cost of goods due to disruptions in energy markets (such as that caused by the Russian war on Ukraine), inflation and tariffs (such as those discussed above).
In recent years, we have seen some logistics challenges, pointed supply chain shortages, and increased cost of goods due to disruptions in energy markets, inflation and tariffs.
We could incur significant expense in facilitating and responding to investigations and if the measures we have taken prove to be inadequate, we could face fines or penalties.
We could incur significant expense in facilitating and responding to investigations and if the measures we have taken prove to be inadequate, we could face fines or penalties. This could damage our reputation, or otherwise harm our business, financial condition, or results of operations.
Operational Risks : • Global catastrophic events – A global catastrophic event (e.g., nuclear incident, pandemic, natural disaster) could endanger the lives and safety of our employees, limit market access, constrain supply and would require high levels of cross-functional coordination to maintain business continuity.
A global catastrophic event (e.g., nuclear incident, pandemic, natural disaster) could endanger the lives and safety of our employees, limit market access, constrain supply and would require high levels of cross-functional coordination to maintain business continuity. If not properly managed, FMC could suffer substantial financial losses should the event negatively impact our operations or those of our customers.
In implementing this strategy, we may not be successful and the gains or losses on the divestiture of, or lost operating income from, such assets may affect the Company’s earnings and debt levels.
In implementing this strategy, we may not be successful and the gains or losses on the divestiture of or lost operating income from such assets may affect the Company’s earnings and debt levels. Moreover, we may incur asset impairment charges related to acquisitions or divestitures that negatively impact earnings and our financial position.
Breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary, sensitive, confidential or personal information about the Company, our employees, our vendors, or our customers, could result in litigation, violations of applicable data privacy regulations, and liability for the Company.
We engage in response planning, simulations, trainings, tabletop exercises, and other efforts to mitigate risks associated with cybersecurity. 24 Table of Contents Breaches of our security measures or the accidental loss, inadvertent disclosure, or unapproved dissemination of proprietary, sensitive, confidential or personal information about the Company, our employees, our vendors, or our customers, could result in litigation, violations of applicable data privacy regulations, and liability for the Company.
The timeline from active ingredient discovery through full development and product launch averages 8-10 years depending on local regulatory requirements; the complexity and duration of developing new products create risks that product concepts may fail during development or, when launched, may not meet then-current market needs or competitive conditions. • Innovation and intellectual property – Our innovation efforts are protected by patents, trade secrets and other intellectual property rights that cover many of our current products, manufacturing processes, and product uses, as well as many aspects of our research and development activities supporting our new product pipeline.
The timeline from active ingredient discovery through full development and product launch averages 8 to 10 years depending on local regulatory requirements; the complexity and duration of developing new products create risks that product concepts may fail during development or, when launched, may not meet then-current market needs or competitive conditions.
Unmanaged or poorly managed system and hardware changes across the enterprise may disrupt operations, introduce vulnerabilities, and result in increased maintenance. • Potential tax implications of FMC Lithium separation – We received an opinion from outside counsel to the effect that the spin-off of FMC Lithium as a distribution to our stockholders, completed in March 2019, qualified as a non-taxable transaction for U.S. federal income tax purposes.
We received an opinion from outside counsel to the effect that the spin-off of FMC Lithium as a distribution to our stockholders, completed in March 2019, qualified as a non-taxable transaction for U.S. federal income tax purposes.
Depending on their nature and scope, this could subject our manufacturing operations and suppliers to significant additional costs or limits on operations and affect the sources and supply of energy.
Depending on their nature and scope, this could subject our manufacturing operations and suppliers to significant additional costs or limits on operations and affect the sources and supply of energy. Our operating results could be significantly affected by the cost of commodities such as chemical raw material commodities, energy commodities, and harvested crop commodities.
There can be no assurances that we would be able to obtain equity or debt financing on terms we deem acceptable, and it is possible that the cost of any financings could increase significantly, thereby increasing our expenses and decreasing our net income.
However, if we need external financing, our access to credit markets and pricing of our capital will be dependent upon maintaining sufficient credit ratings from credit rating agencies and the state of the capital markets generally. 25 Table of Contents There can be no assurances that we would be able to obtain equity or debt financing on terms we deem acceptable, and it is possible that the cost of any financings could increase, thereby increasing our expenses and decreasing our net income.
There is no guarantee that administrative guidance or rules will remain unchanged or that the US government will adopt the global tax rules in accordance with the OECD approach, either of which could impact the value of the incentives granted to us and which could potentially lead to significant future international tax disputes. • Uncertain recoverability of investments in long-lived assets – We have significant investments in long-lived assets and continually review the carrying value of these assets for recoverability in light of changing market conditions and alternative product sourcing opportunities.
There is no guarantee that administrative guidance or rules will remain unchanged or that the US government will adopt the global tax rules in accordance with the OECD approach, either of which could impact the value of the incentives granted to us and which could potentially lead to significant future international tax disputes. 20 Table of Contents We may incur significant non-cash charges if our long-lived assets become impaired in the future.
While we provide other defined benefit, defined contribution and postretirement benefits to our employees and retirees, our risk is focused on our U.S. Qualified Plan given its size to our consolidated financial position.
While we provide other defined benefit, defined contribution and postretirement benefits to our employees and retirees, our risk is focused on our U.S. Qualified Plan given its size and impact on our consolidated financial position. We may be subject to litigation, which may result in substantial costs and a diversion of management's attention and resources, which could harm our business.
The nature of these events makes them difficult to predict. • Geographic cyclicality – While our business is well balanced geographically, in any given calendar quarter a certain geography(ies) may predominate the demand for our products in light of seasonal variations typically associated with the crop protection market and the geographic regions in which we operate.
Unexpected market conditions may adversely impact our business due to the seasonal nature of the crop protection market and the geographic spread of our business. In any given calendar quarter certain geographies may predominate the demand for our products in light of seasonal variations typically associated with the crop protection market and the geographic regions in which we operate.
Economic and political conditions within the U.S. and foreign jurisdictions or strained relations between countries could result in fluctuations in demand, price volatility, loss of property, state sponsored cyberattacks, supply 17 Table of Contents disruptions, or other disruptions.
While inflationary pressures have recently eased, a resurgence of these conditions may negatively impact our revenue, gross and operating margins, and net income. Economic and political conditions within the U.S. and foreign jurisdictions or strained relations between countries could result in fluctuations in demand, price volatility, loss of property, state sponsored cyberattacks, supply disruptions, or other disruptions.
Our enforcement of intellectual property rights in jurisdictions outside of the United States may be impacted by geopolitical tensions between the United States and those other countries.
Our enforcement of intellectual property rights in jurisdictions outside of the United States may be impacted by geopolitical tensions between the United States and those other countries. In China, unpredictable enforcement of environmental regulations could result in unanticipated shutdowns in broad geographic areas, impacting our contract manufacturers and raw material suppliers.
Extreme weather events attributable to climate change may result in, among other things, physical damage to our property and equipment, increased resource scarcity, including water, and interruptions to our supply chain.
Extreme weather events and natural disasters may result in, among other things, physical damage to our property and equipment, increased resource scarcity, including water, and interruptions to our supply chain. The nature of these events makes them difficult to predict and may result in significant costs or capital expenditures.
In such circumstances, an adverse patent enforcement decision could lead to the entry of competing products in relevant markets and may result in a material adverse impact our financial results. • ERP governance – We operate on a single global instance of SAP.
In such circumstances, an adverse patent enforcement decision could lead to the entry of competing products in relevant markets and may result in a material adverse impact our financial results. Risks related to our Results of Operations Our significant non-US operations expose us to global exchange rate fluctuations that could adversely impact our profitability.
In addition, our future success depends in part on our ability to identify and develop talent to succeed senior management and other key members of the organization. We operate in markets where business ethics and local customs may differ from our company standards, increasing the risk of impropriety and regulatory enforcement.
We operate in markets where business ethics and local customs may differ from our company standards, increasing the risk of impropriety and regulatory enforcement.
Competing products labeled safe for use were subject to lawsuits or claims, and a similar situation for our products could result in negative impacts. In addition, climate change may result in changes to the governmental policy around greenhouse gases, including emission caps, trade regulations and other mechanisms to promote reduction of carbon emissions.
In addition, climate change may result in changes to the governmental policy around greenhouse gases and other environmental and sustainability‑related matters, including emission caps, trade regulations and other mechanisms to promote reduction of carbon emissions.
Some of our competitors may secure patents on production methods or uses of products that may limit our ability to compete cost-effectively. • Enforcement of intellectual property rights – The composition of matter patents on our Rynaxypyr ® and Cyazypyr ® active ingredients have expired in all major markets.
The composition of matter patents on our Rynaxypyr ® active and Cyazypyr ® active ingredients have expired in all major markets, which will affect our ability to compete effectively.
This could damage our reputation, or otherwise harm our business, financial condition, or results of operations. • Access to debt and capital markets – We rely on cash generated from operations and external financing to fund our growth and working capital needs. Limitations on access to external financing could adversely affect our operating results.
Disruptions in the global credit, financial and/or currency markets could limit our access to credit or otherwise harm our financial results, which could have a material adverse impact on our business. We rely on cash generated from operations and external financing to fund our growth and working capital needs.
Moreover, interest payments, dividends and the expansion of our business or other business opportunities may require significant amounts of capital. We believe that our cash from operations and available borrowings under our revolving credit facility will be sufficient to meet these needs in the foreseeable future.
We believe that our cash from operations and available borrowings under the Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022 (the "Revolving Credit Facility"), will be sufficient to meet these needs in the foreseeable future.
We have additional patents regarding the production of these diamide active ingredients and chemical intermediates involved in such production, which are expiring in many major markets in December 2025. For these diamide products, we also hold patents on certain formulations (including mixtures), trademark and data exclusivity protection in certain countries which have longer duration.
In addition to the now-expired composition of matter patents for these diamide active ingredients, we also have patents regarding the production of these diamide active ingredients and chemical intermediates involved in such production, which expired in many major markets in December 2025.
While we take precautions to handle and transport these materials in a safe manner, if they are mishandled or released into the environment, they could cause property damage or result in personal injury claims against us. • Environmental compliance – We are subject to extensive federal, state, local, and foreign environmental and safety laws, regulations, directives, rules and ordinances concerning, among other things, emissions in the air, discharges to land and water, and the generation, handling, treatment, disposal and remediation of hazardous waste and other materials.
While we take precautions to handle and transport these materials in a safe manner, if they are mishandled or released into the environment, they could cause property damage or result in personal injury claims against us .
We source critical intermediates and finished products from a number of suppliers, largely outside of the U.S. and principally in China and India.
We source critical intermediates and finished products from a number of suppliers, largely outside of the U.S. and principally in China and India. From time to time, our profitability has been and may in the future be adversely impacted by the price and availability of these key inputs and other energy costs.
Moreover, we may incur asset impairment charges related to acquisitions or divestitures that negatively impact earnings and our financial position. • Technological and new product discovery/development – Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and 15 Table of Contents innovative, high value-added products for existing and future customers.
Our ability to compete successfully depends in part upon our ability to maintain a superior technological capability and to continue to identify, develop and commercialize new and innovative, high value-added products for existing and future customers. Our investment in the discovery and development of new pesticidal active ingredients relies on discovery of new chemical molecules, biological strains or formulations.
Unexpected market conditions in any such predominating geography, such as adverse weather, pest pressures, or other risks described herein, may impact our business if occurring during a calendar quarter in which such geography is predominating. • Changing regulatory environment and public perception – Changes in the regulatory environment, particularly in the U.S., Brazil, China, India, Argentina and the European Union, could adversely impact our ability to continue producing and/or selling certain products in our domestic and foreign markets or could increase the cost of doing so.
Changes in the regulatory environment, particularly in the U.S., Brazil, China, Argentina and the European Union, could adversely impact our ability to continue producing and/or selling certain products in our domestic and foreign markets or could increase the cost of producing and/or selling certain products.
However, we are unable to avoid the risk of medium- and long-term increases. Additionally, fluctuations in harvested crop commodity prices could negatively impact our customers' ability to sell their products at previously forecasted prices resulting in reduced customer liquidity.
Additionally, fluctuations in harvested crop commodity prices could negatively impact our customers' ability to sell their products at previously forecasted prices resulting in reduced customer liquidity. Inadequate customer liquidity could affect our customers’ abilities to pay for our products and, therefore, affect existing and future sales or our ability to collect on customer receivables.
If our innovation efforts fail to result in process improvements to reduce costs, such conditions could impede our competitive position.
If our innovation efforts fail to result in process improvements to reduce costs, such conditions could impede our competitive position. Some of our competitors may secure patents on production methods or uses of products that may limit our ability to compete cost-effectively.
It is possible that the IRS or a state or local taxing authority could take the position that the aforementioned transaction results in the recognition of significant taxable gain by FMC, in which case FMC may be subject to material tax liabilities. 16 Table of Contents Financial Risks : • Foreign exchange rate risks – We are an international company operating in many countries around the world, and thus face foreign exchange rate risks in the normal course of business.
It is possible that the IRS or a state or local taxing authority could take the position that the aforementioned transaction results in the recognition of significant taxable gain by FMC, in which case FMC may be subject to material tax liabilities. 18 Table of Contents Risks related to Portfolio Management Any failure to realize benefits from acquisitions, alliances or joint ventures or to achieve our portfolio management objectives could adversely affect future financial results.
In addition, our failure to effectively manage organizational changes as part of the restructuring program may lead to increased attrition and harm our ability to attract and retain key talent. • Channel inventory behavior – The Company relies in many countries and in varying degrees on distribution channels to access the market and reach farmers or other end use customers.
The Company relies in many countries and in varying degrees on distribution channels to access the market and reach farmers or other end use customers.
An inability to obtain these products or execute under contract sourcing arrangements would adversely impact our ability to sell products. Any disruption of our suppliers and contract manufacturers could impact our sales and operating results.
An inability to obtain these products or execute under contract sourcing arrangements would adversely impact our ability to sell products. Risks Related to our Business Operations A global catastrophic event could have a material adverse effect on our business.
Agriculture in many countries is changing and new technologies (e.g., precision pest prediction or application, data management) continue to emerge.
These competitive differences may not be overcome and may erode our business. Agriculture in many countries is changing and new technologies (e.g., precision pest prediction or application, data management) continue to emerge. At this time, the scope and potential impact of these technologies are largely unknown but could have the potential to disrupt our business.
Also, there are changing competitive dynamics in the agrochemical industry as some of our competitors have consolidated, resulting in them having greater scale and diversity, as well as market reach. These competitive differences may not be overcome and may erode our business.
There are also changing competitive dynamics in the agrochemical industry as some of our competitors have consolidated, resulting in them having greater scale and diversity, as well as market reach. 13 Table of Contents Additionally, competition from generic agrochemical producers, particularly from producers based in China, has had and may continue to have a significant impact on our business and financial results, as a number of key product patents have expired in the last two decades.
We own and operate large-scale active ingredient manufacturing facilities in the U.S. (Mobile), Puerto Rico (Manati), China (Jinshan), Denmark (Ronland), and India (Panoli). Our operating results are dependent in part on the continued operation of these production facilities.
Interruptions at our key facilities may materially reduce the productivity of a particular manufacturing facility, or the profitability of our business as a whole. We produce products through a combination of owned facilities and contract manufacturers. We own and operate large-scale active ingredient manufacturing facilities in the U.S. (Mobile), Puerto Rico (Manati), China (Jinshan), Denmark (Ronland), and India (Panoli).
If not properly managed, FMC could suffer substantial 14 Table of Contents financial losses should the event negatively impact our operations or those of our customers. Global catastrophic events could also result in social, economic, and labor instability in the countries in which we or our customers and suppliers operate.
Global catastrophic events could also result in social, economic, and labor instability in the countries in which we or our customers and suppliers operate. These uncertainties could have a material adverse effect on our business and our results of operation and financial condition.
Customers in weakened economies may be unable to purchase our products, or it could become more expensive for them to purchase imported products in their local currency, or sell their commodities at prevailing international prices, and we may be unable to collect receivables from such customers. • Restructuring – In 2023, we implemented a global restructuring plan, which is referred to as “Project Focus,” designed to right-size our cost base and optimize our footprint and organizational structure with a focus on driving significant cost improvement and productivity in light of the precipitous drop in demand across the crop protection industry in 2023.
Customers in weakened economies may be unable to purchase our products, or it could become more expensive for them to purchase imported products in their local currency, or sell their commodities at prevailing international prices, and we may be unable to collect receivables from such customers. 26 Table of Contents Our financial results could be harmed if we are not successful in executing our strategy and initiatives in connection with our restructuring programs, including Project Foundation.
General Risk Factors : • Market access risk – Our results may be affected by changes in distribution channels, which could impact our ability to access the market. Consolidation of the value chain may limit FMC’s access in certain markets. Acquisition of retailers and wholesalers, particularly by competitors, could restrict FMC’s distribution footprint.
Consolidation of the value chain may limit FMC’s access in certain markets. Acquisition of retailers and wholesalers, particularly by competitors, could restrict FMC’s distribution footprint. Failure to adapt to similar trends in business to business and business to consumer could place FMC at a competitive disadvantage. We may incur material costs and liabilities in complying with government regulations.
Any default under any of our credit arrangements could cause a default under many of our other credit agreements and debt instruments.
If our business does not perform in line with current expectations, we will be at risk of non-compliance with such covenants and guarantees. A breach of any of these covenants could result in a default. Any default under any of our credit arrangements could cause a default under many of our other credit agreements and debt instruments.
Some of these hazards may cause severe damage to or destruction of property and equipment or personal injury and loss of life and may result in suspension of operations or the shutdown of affected facilities. • Climate change and physical risk to operation sites – The acute and chronic effects of climate change such as rising sea levels, drought, flooding, hurricanes, excessive heat and general volatility in seasonal temperatures could adversely affect our operations globally.
Some of the hazards inherent in chemical manufacturing (e.g., spills, explosions, fires) may cause severe damage to or destruction of property and equipment or personal injury and loss of life and may result in suspension of operations or the shutdown of affected facilities.
Without waivers from lenders party to those agreements, any such default could have a material adverse effect on our ability to continue to operate. 18 Table of Contents • Exposure to global economic conditions – Deterioration in the global economy and worldwide credit and foreign exchange markets could adversely affect our business.
Without waivers from lenders party to those agreements, any such default could have a material adverse effect on our ability to continue to operate. In 2025, we entered into several amendments to our Revolving Credit Facility to adjust certain financial covenants in the agreement to provide additional financial flexibility given current market challenges.
While we have realized substantially all the expected synergies from the program, we may need to implement additional activities under the restructuring program to offset market headwinds and other risks should they negatively impact our results of operations.
We may need to implement activities under a restructuring program to manage market pressures and other risks should they negatively impact our results of operations. In December 2025, we announced management’s comprehensive plan, referred to as Project Foundation, to further optimize FMC’s cost structure and organizational operations.
In China, unpredictable enforcement of environmental regulations could result in unanticipated shutdowns in broad geographic areas, impacting our contract manufacturers and raw material suppliers. • Information technology security and data privacy risks – As with all enterprise information systems, our information technology systems and systems operated by our vendors and third parties could be penetrated by outside parties’ intent on observing or gathering information, extracting information, corrupting information, deploying ransomware, or disrupting business processes.
Our information technology systems and system s operated by our vendors and third parties could be penetrated by outside parties’ intent on observing or gathering information, extracting information, corrupting information, deploying ransomware, or disrupting business processes. Remote and other work arrangements may leave the Company more vulnerable to a cyberattack.
Inadequate customer liquidity could affect our customers’ abilities to pay for our products and, therefore, affect existing and future sales or our ability to collect on customer receivables. • Supply arrangements – Certain raw materials are critical to our production processes and our purchasing strategy and supply chain design are complex.
Changes in the price or availability of key raw materials for production of finished goods have had, and could again have, a material adverse impact on our businesses. Certain raw materials are critical to our production processes and our purchasing strategy and supply chain design are complex.
Removed
At this time, the scope and potential impact of these technologies are largely unknown but could have the potential to disrupt our business. • Climate conditions – Our markets are affected by climatic conditions, both chronic and acute, which could adversely impact crop yields, pricing and pest infestations.
Added
Our markets are affected by climatic conditions, both chronic and acute, which could adversely impact our business. Our business may be impacted by changing climate conditions, including physical risks from acute and chronic climate events and transition risks associated with longer‑term changes in markets and demand.
Removed
For example, drought may reduce the need for fungicides, which could result in fewer sales and greater unsold inventories in the market, whereas excessive rain could lead to increased plant disease or weed growth requiring growers to purchase and use more pesticides. Drought and/or increased temperatures may change insect pest pressures, requiring growers to use more, less, or different insecticides.
Added
The acute and chronic effects of climate conditions, including, but not limited to, drought, flooding, hurricanes, excessive heat and general volatility in seasonal temperatures, could adversely affect our operations globally. Drought and/or increased temperatures may change insect pest pressures, requiring growers to use more, less, or different insecticides.
Removed
Natural disasters can impact production at our facilities in various parts of the world.
Added
Longer-term shifts in temperature and precipitation patterns may also alter land suitability and crop mixes over time, changing pest and disease pressures and, in turn, demand for certain crop protection solutions. These shifts may become more rapid and persistent with rising temperatures and increasing GHG levels.
Removed
In addition, corporate Environmental, Social and Governance (“ESG”) commitments and shifting market pressures in response to climate regulation and consumer expectations may influence demand of crop protection products. • Geographic presence outside of U.S. – We have a strong presence in Latin America, Europe and Asia, as well as in the U.S.
Added
Unexpected market conditions in any such predominating geography, such as adverse weather, pest pressures, or other risks described herein, may impact our business if occurring during a calendar quarter in which such geography is predominating.
Removed
The more gradual effects of persistent temperature change in geographies with significant agricultural lands may result in changes in lands suitable for agriculture or changes in the mix of crops suitable for cultivation and the pests that may be present in such geographies. These shifts in pests may become more rapid and persistent with rising temperatures and increasing GHG levels.
Added
Competing products labeled safe for use were subject to lawsuits or claims, and a similar situation for our products could result in negative impacts. We do business in highly regulated industries. Changes in government regulations or trade association policies could adversely affect our results of operations.
Removed
For example, prolonged increase in average temperature may make northern lands suitable for growing crops not grown historically in such climates, leading growers to shift crop type.
Added
Much of our business is subject to government regulation and regulation by certain private sector associations, compliance with which can impose significant costs on our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+3 added−2 removed16 unchanged
Biggest changeMembers of the senior management, including the Chief Financial Officer, Chief Accounting Officer, and General Counsel, as well as the Senior Director - Core IT will be briefed as to the facts and circumstances of a cyber incident and determine if the event is considered material to the business.
Biggest changeMembers of the senior management, including the Chief Financial Officer, Chief Accounting Officer, and General Counsel, as well as the Chief Digital Officer and Director of IT Security and Compliance will be briefed as to the facts and circumstances of a cyber incident and determine if the event is considered material to the business.
Periodically, the Company has its cybersecurity programs audited by independent third parties using the NIST Cybersecurity Framework, which provides guidance to organizations on how to identify, prevent, detect, respond, and recover from cybersecurity threats. 19 Table of Contents Management Oversight in Cybersecurity Governance FMC’s senior management Executive Committee and Leadership Team, which includes the Chief Executive Officer and all Company vice presidents, is responsible for review and oversight of the Company’s cybersecurity programs and risk assessment as well as the strategic direction of the program to address evolving risks.
Periodically, the Company has its cybersecurity programs audited by independent third parties using the NIST Cybersecurity Framework, which provides guidance to organizations on how to identify, prevent, detect, respond, and recover from cybersecurity threats. 27 Table of Contents Management Oversight in Cybersecurity Governance FMC’s senior management Executive Committee and Leadership Team, which includes the Chief Executive Officer and all Company vice presidents, is responsible for review and oversight of the Company’s cybersecurity programs and risk assessment as well as the strategic direction of the program to address evolving risks.
Throughout this process and the recovery following an incident, the Company is focused on considering the ever-changing facts and circumstances of the event and remaining as transparent with the investment community as possible. During 2024, FMC did not directly experience a cybersecurity breach in any FMC system.
Throughout this process and the recovery following an incident, the Company is focused on considering the ever-changing facts and circumstances of the event and remaining as transparent with the investment community as possible. During 2025, FMC did not directly experience a cybersecurity breach in any FMC system.
In addition to the routine updates provided to the Audit Committee, FMC has an established policy for communication of cybersecurity incidents with the Board of Directors and, if material, the investor community. Refer to the discussion above for further details of this policy. 20 Table of Contents
In addition to the routine updates provided to the Audit Committee, FMC has an established policy for communication of cybersecurity incidents with the Board of Directors and, if material, the investor community. Refer to the discussion above for further details of this policy. 28 Table of Contents
During 2024, we did receive notification of cybersecurity breaches affecting third-party vendors, but none were material in nature for FMC.
During 2025, we did receive notification of cybersecurity breaches affecting third-party vendors, but none were material in nature for FMC.
Removed
Specifically, Jas Sidhu, Senior Director - Core IT, serves as management’s expert in cybersecurity management. He has held various positions within the Company's IT department, has an educational background in Information Systems, and contributes technical expertise to the Company’s leadership team. He serves as a member of the Chemical Information Technology Center’s CIO organization and the SAP Chemicals Advisory Board.
Added
Steven Kipp, Director of IT Security and Compliance, serves as management's expert in cybersecurity management and reports to the Andi Le, Chief Digital Officer and member of FMC's Leadership Team. Mr.
Removed
Mr. Sidhu also belongs to various business associations, including industry and government associations, to ensure timely receipt of critical threat information as well as access resources useful in developing cost-effective security solutions to protect the Company's personnel and information.
Added
Kipp is responsible for administering the Company’s information security program, including processes for cybersecurity risk assessment, compliance with applicable security and data protection requirements, and coordination of incident response activities. He has more than forty years of leadership experience in information security and counterintelligence roles across the military, defense, and corporate sectors. Mr.
Added
Kipp holds advanced degrees in Strategic Intelligence and Business Management and has completed executive level security training at the Wharton School. He also engages with industry and government partners to obtain and apply timely threat intelligence and relevant best practices to support the protection and resilience of the Company’s information assets.

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. PROPERTIES FMC leases executive offices in Philadelphia, Pennsylvania and operates 21 manufacturing facilities in 15 countries. Our major research and development facilities are in Newark, Delaware; Shanghai, China and Copenhagen, Denmark. We believe our facilities are in good operating condition.
Biggest changeITEM 2. PROPERTIES FMC leases executive offices in Philadelphia, Pennsylvania and operates 19 manufacturing facilities in 14 countries. Our major research and development facilities are in Newark, Delaware; Hyderabad, India and Copenhagen, Denmark. We believe our facilities are in good operating condition.
The number and location of our owned or leased production properties for continuing operations are as follows: North America Latin America Europe, Middle East and Africa Asia Total Total 5 1 6 9 21
The number and location of our owned or leased production properties for continuing operations are as follows: North America Latin America Europe, Middle East and Africa Asia Total Total 5 1 5 8 19

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+1 added−0 removed1 unchanged
Biggest changeITEM 3. LEGAL PROCEEDINGS As of December 31, 2024, there were approximately 11,683 premises and product asbestos claims pending against FMC in several jurisdictions. Since the 1980s, approximately 123,000 asbestos claims against FMC have been discharged, the overwhelming majority of which have been dismissed without any payment to the claimant.
Biggest changeITEM 3. LEGAL PROCEEDINGS As of December 31, 2025, there were approximately 11,070 premises and product asbestos claims pending against FMC in several jurisdictions. Since the 1980s, approximately 126,337 asbestos claims against FMC have been discharged, the overwhelming majority of which have been dismissed without any payment to the claimant.
Since the 1980s, settlements with claimants have totaled approximately $230 million.
Since the 1980s, settlements with claimants have totaled approximately $256 million.
Added
ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. 29 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+2 added−2 removed4 unchanged
Biggest changeThe comparison assumes $100 was invested on December 31, 2019, in FMC’s Common Stock and in both of the indices, and the reinvestment of all dividends. 2019 2020 2021 2022 2023 2024 FMC Corporation $ 100.00 $ 116.90 $ 113.73 $ 131.35 $ 68.80 $ 55.58 S&P 500 Index 100.00 118.08 151.74 124.39 156.83 195.84 S&P 500 Chemicals Index 100.00 117.58 147.78 131.41 145.76 145.72 The following table summarizes information with respect to the purchase of our common stock during the three months ended December 31, 2024: 23 Table of Contents ISSUER PURCHASES OF EQUITY SECURITIES Publicly Announced Program Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased Total Dollar Amount Purchased Maximum Dollar Value of Shares that May Yet be Purchased October 635 $ 62.33 — $ — $ 825,000,142 November 1,401 56.65 — — 825,000,142 December 935 49.96 — — 825,000,142 Total 2,971 $ 55.76 — $ — ___________________ (1) Includes shares purchased in open market transactions by the independent trustee of the FMC Corporation Non-Qualified Savings and Investment Plan ("NQSP").
Biggest changeThe comparison assumes $100 was invested on December 31, 2020, in FMC’s Common Stock and in both of the indices, and the reinvestment of all dividends. 2020 2021 2022 2023 2024 2025 FMC Corporation $ 100.00 $ 97.29 $ 112.36 $ 58.85 $ 47.54 $ 15.83 S&P 500 Index 100.00 128.50 105.34 132.81 165.85 195.23 S&P 500 Chemicals Index 100.00 125.69 111.76 123.96 123.93 122.72 30 Table of Contents The following table summarizes information with respect to the purchase of our common stock during the three months ended December 31, 2025: ISSUER PURCHASES OF EQUITY SECURITIES Publicly Announced Program Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased Total Dollar Amount Purchased Maximum Dollar Value of Shares that May Yet be Purchased October 25,165 $ 22.56 — $ — $ 825,000,142 November 3,500 13.77 — — 825,000,142 December 5,467 13.23 — — 825,000,142 Total 34,132 $ 20.17 — $ — ___________________ (1) Includes shares purchased in open market transactions by the independent trustee of the FMC Corporation Non-Qualified Savings and Investment Plan ("NQSP").
At December 31, 2024, approximately $825 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time.
At December 31, 2025, approximately $825 million remained unused under our Board-authorized repurchase program. This repurchase program does not include a specific timetable or price targets and may be suspended or terminated at any time.
Therefore, there were no share repurchases under the publicly announced repurchase program during the twelve months ended December 31, 2024. As part of the amendments entered into in February 2025 and described in Note 12 to the consolidated financial statements, the Company agreed that it will not repurchase shares until December 31, 2027.
Therefore, there were no share repurchases under the publicly announced repurchase program during the twelve months ended December 31, 2025. As part of the amendments entered into in February 2025 and described in Note 12 to the consolidated financial statements, the Company agreed that it will not repurchase shares until December 31, 2028.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES FMC common stock of $0.10 par value is traded on the New York Stock Exchange (Symbol: FMC). There were 2,028 registered common stockholders as of December 31, 2024.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES FMC common stock, par value of $0.10, is traded on the New York Stock Exchange (Symbol: FMC). There were 1,949 registered common stockholders as of December 31, 2025.
Paul, MN 55164-0874 Phone: 1-800-468-9716 (651-450-4064 local and outside the U.S.) https://equiniti.com/us/ Stockholder Return Performance Presentation The graph that follows shall not be deemed to be incorporated by reference into any filing made by FMC under the Securities Act of 1933 or the Securities Exchange Act of 1934.
FMC has a long history of returning cash to shareholders and will continue to evaluate its capital allocation on an ongoing basis. Stockholder Return Performance Presentation The graph that follows shall not be deemed to be incorporated by reference into any filing made by FMC under the Securities Act of 1933 or the Securities Exchange Act of 1934.
Removed
FMC’s annual meeting of stockholders will be held at 2:00 p.m. on Tuesday, April 29, 2025 via live webcast at https://www.virtualshareholdermeeting.com/FMC2025. Notice of the meeting, together with instructions on how to access proxy materials, will be mailed approximately six weeks prior to the meeting to stockholders of record as of February 28, 2025.
Added
Dividend Payments 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 January 15, 2026, we paid dividends totaling $10.0 million to our shareholders of record as of December 31, 2025.
Removed
Transfer Agent and Registrar of Stock: EQ Shareowner Services 1110 Centre Pointe Curve, Suite 101 or P.O. Box 64874 Mendota Heights, MN 55120-4100 St.
Added
We expect to continue to make quarterly dividend payments. 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.

Item 7. Management's Discussion & Analysis

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

138 edited+108 added−86 removed92 unchanged
Biggest change(in Millions) Year Ended December 31, 2024 2023 2022 Revenue $ 4,246.1 $ 4,486.8 $ 5,802.3 Costs and Expenses Costs of sales and services 2,597.2 2,655.8 3,475.5 Gross Margin $ 1,648.9 $ 1,831.0 $ 2,326.8 Selling, general and administrative expenses 644.6 734.3 775.2 Research and development expenses 278.0 328.8 314.2 Restructuring and other charges (income) 219.8 212.3 93.1 Total costs and expenses $ 3,739.6 $ 3,931.2 $ 4,658.0 Income from continuing operations before non-operating pension and postretirement charges (income), interest expense, net and income taxes (1) $ 506.5 $ 555.6 $ 1,144.3 Non-operating pension and postretirement charges (income) 18.2 18.2 8.6 Interest expense, net 235.8 237.2 151.8 Income (loss) from continuing operations before income taxes $ 252.5 $ 300.2 $ 983.9 Provision (benefit) for income taxes (150.9) (1,119.3) 145.2 Income (loss) from continuing operations $ 403.4 $ 1,419.5 $ 838.7 Discontinued operations, net of income taxes (61.8) (98.5) (97.2) Net income (loss) (GAAP) $ 341.6 $ 1,321.0 $ 741.5 Adjustments to arrive at Adjusted EBITDA (Non-GAAP): Corporate special charges (income): Restructuring and other charges (income) (3) $ 219.8 $ 238.1 $ 93.1 Non-operating pension and postretirement charges (income) (4) 18.2 18.2 8.6 Discontinued operations, net of income taxes 61.8 98.5 97.2 Interest expense, net 235.8 237.2 151.8 Depreciation and amortization 176.3 184.3 169.4 Provision (benefit) for income taxes (150.9) (1,119.3) 145.2 Adjusted EBITDA (Non-GAAP) (2) $ 902.6 $ 978.0 $ 1,406.8 ____________________ (1) Referred to as operating profit. 27 Table of Contents (2) Adjusted EBITDA is defined as operating profit excluding corporate special charges (income) and depreciation and amortization expense.
Biggest changeGAAP. 35 Table of Contents (in Millions) Year Ended December 31, 2025 2024 2023 Revenue (GAAP) $ 3,467.4 $ 4,246.1 $ 4,486.8 Costs and expenses Costs of sales and services 2,184.4 2,597.2 2,655.8 Gross margin $ 1,283.0 $ 1,648.9 $ 1,831.0 Selling, general and administrative expenses 684.9 644.6 734.3 Research and development expenses 266.1 278.0 328.8 Restructuring and other charges (income) 1,960.3 219.8 212.3 Total costs and expenses $ 5,095.7 $ 3,739.6 $ 3,931.2 Income from continuing operations before non-operating pension, postretirement and other charges (income), interest expense, net and income taxes (1) $ (1,628.3) $ 506.5 $ 555.6 Non-operating pension, postretirement and other charges (income) 18.7 18.2 18.2 Interest expense, net 239.6 235.8 237.2 Income (loss) from continuing operations before income taxes $ (1,886.6) $ 252.5 $ 300.2 Provision (benefit) for income taxes 314.2 (150.9) (1,119.3) Income (loss) from continuing operations $ (2,200.8) $ 403.4 $ 1,419.5 Discontinued operations, net of income taxes (36.6) (61.8) (98.5) Net income (loss) (GAAP) $ (2,237.4) $ 341.6 $ 1,321.0 Adjustments to arrive at Adjusted EBITDA (non-GAAP): Corporate special charges (income): Restructuring and other charges (income) (3) $ 1,775.7 $ 219.8 $ 238.1 Non-operating pension, postretirement and other charges (income) (4) 18.7 18.2 18.2 India held for sale business (5) 521.7 — — Discontinued operations, net of income taxes 36.6 61.8 98.5 Interest expense, net 239.6 235.8 237.2 Depreciation and amortization 173.6 176.3 184.3 Provision (benefit) for income taxes 314.2 (150.9) (1,119.3) Adjusted EBITDA (non-GAAP) (2) $ 842.7 $ 902.6 $ 978.0 ____________________ (1) Referred to as operating profit.
As of December 31, 2024, we were in compliance with all of our debt covenants. In February 2025, we entered into new amendments to our Revolving Credit Facility to amend the maximum leverage and minimum interest coverage ratios and to extend the maturity date of the facility to 2028.
As of December 31, 2025, we were in compliance with all of our debt covenants. In February 2025 and December 2025, we entered into new amendments to our Revolving Credit Facility to amend the maximum leverage and minimum interest coverage ratios and to extend the maturity date of the facility to 2028.
EMEA: Revenue decreased approximately 7 percent, or approximately 4 percent organically, versus the prior year period. Branded Cyazypyr ® products contributed to volume growth in the region that partially offset the impact of registration removals and the rationalization of some lower margin products.
EMEA: Revenue decreased approximately 7 percent, or approximately 4 percent organically, versus the prior year period. Branded Cyazypyr ® active products contributed to volume growth in the region that partially offset the impact of registration removals and the rationalization of some lower margin products.
Other charges (income) of $163.9 million is comprised of $75.2 million in currency related charges driven by significant devaluation actions taken by the Argentine Government during the fourth quarter of 2023 as well as similar devaluation actions in Pakistan and Argentina during previous quarts of 2023.
Other charges (income), net, of $163.9 million is comprised of $75.2 million in currency related charges driven by significant devaluation actions taken by the Argentine Government during the fourth quarter of 2023 as well as similar devaluation actions in Pakistan and Argentina during previous quarts of 2023.
Other charges (income) also includes $13.0 million in charges primarily resulting from the third quarter acquisition of in-process research and development assets that do not meet the criteria for capitalization.
Other charges (income), net, also includes $13.0 million in charges primarily resulting from the third quarter acquisition of in-process research and development assets that do not meet the criteria for capitalization.
(5) The change in cash flows related to accounts payable in 2024 was driven by the timing of payments to suppliers and vendors following a period of reducing spending in the prior period.
The change in cash flows related to accounts payable in 2024 was driven by the timing of payments to suppliers and vendors following a period of reducing spending in the prior period.
See our discussion under 2025 Cash Flow Outlook in the Free Cash Flow section within this Form 10-K for information on these liabilities and the related expected payments in 2025. Derivatives At times we can be in a derivative liability position that can require future cash obligations. However, as of December 31, 2024, we had no such obligations.
See our discussion under 2025 Cash Flow Outlook in the Free Cash Flow section within this Form 10-K for information on these liabilities and the related expected payments in 2026. Derivatives At times we can be in a derivative liability position that can require future cash obligations. However, as of December 31, 2025, we had no such obligations.
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.
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.
In performing our evaluation, we assess qualitative factors such as overall financial performance of our reporting units, anticipated changes in industry and market structure, competitive environments, planned capacity and cost factors such as raw material prices. We estimate the fair value of the reporting unit using a discounted cash flow model as part of the income approach.
In performing our evaluation, we assess qualitative factors such as overall financial performance of our portfolio, anticipated changes in industry and market structure, competitive environments, planned capacity and cost factors such as raw material prices. We estimate the fair value of the reporting unit using a discounted cash flow model as part of the income approach.
We adjust these liabilities, if necessary, upon the completion of tax audits or changes in tax law. See Note 11 to our consolidated financial statements included within this Form 10-K for additional discussion surrounding income taxes. 47 Table of Contents
We adjust these liabilities, if necessary, upon the completion of tax audits or changes in tax law. See Note 11 to our consolidated financial statements included within this Form 10-K for additional discussion surrounding income taxes. 57 Table of Contents
For additional detail on Project Focus, see Note 7. (2) Components of cash provided (required) by investing activities of continuing operations. Refer to the below discussion for further details. (3) Included in the amounts is cash spending associated with contract manufacturers of $2.7 million, $2.9 million and $6.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.
For additional detail on Project Focus, see Note 7. (2) Components of cash provided (required) by investing activities of continuing operations. Refer to the below discussion for further details. (3) Included in the amounts is cash spending associated with contract manufacturers of $2.7 million and $2.9 million for the years ended December 31, 2024 and 2023, respectively.
Recoveries are recorded as either an offset in "Environmental liabilities, continuing and discontinued" or as "Other assets" in our consolidated balance sheets in accordance with U.S. accounting literature. See Note 10 to our consolidated financial statements included within this Form 10-K for changes in estimates associated with our environmental obligations.
Recoveries are recorded as either an offset in " Environmental liabilities, continuing and discontinue d" or as " Other assets " in our consolidated balance sheets in accordance with U.S. accounting literature. See Note 10 to our consolidated financial statements included within this Form 10-K for changes in estimates associated with our environmental obligations.
Revenue associated with advance payments is recognized as shipments are made and transfer of control to the customer takes place. Trade receivables consist of amounts owed to us from customer sales and are recorded when revenue is recognized. The allowance for trade receivables represents our best estimate of the probable losses associated with potential customer defaults.
Revenue associated with advance payments is recognized as shipments are made and transfer of control to the customer takes place. 53 Table of Contents Trade receivables consist of amounts owed to us from customer sales and are recorded when revenue is recognized. The allowance for trade receivables represents our best estimate of the probable losses associated with potential customer defaults.
Our consolidated balance sheets contain accrued pension and other postretirement benefits, our environmental liabilities, and our other discontinued liabilities for which we are unable to make a reasonably reliable estimate of the amount and periods in which these liabilities might be paid beyond 2025.
Our consolidated balance sheets contain accrued pension and other postretirement benefits, our environmental liabilities, and our other discontinued liabilities for which we are unable to make a reasonably reliable estimate of the periods in which these liabilities might be paid beyond 2026.
We believe we have applied reasonable assumptions which considers both internal and external factors. 45 Table of Contents We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because of the inherent uncertainty within the underlying assumptions.
We believe we have applied reasonable assumptions which considers both internal and external factors. We believe that an accounting estimate relating to asset impairment is a critical accounting estimate because of the inherent uncertainty within the underlying assumptions.
A one-half percent decrease in the assumed long-term rate of return on plan assets would have increased pension costs by $5.0 million, $5.0 million and $6.6 million for 2024, 2023 and 2022, respectively.
A one-half percent decrease in the assumed long-term rate of return on plan assets would have increased pension costs by $4.6 million, $5.0 million and $5.0 million for 2025, 2024 and 2023, respectively.
Projected 2025 spending, net of recoveries includes approximately $50 million to $60 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.
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.
We record a liability until remitted to the respective taxing authority. 43 Table of Contents We periodically enter into prepayment arrangements with customers and receive advance payments for product to be delivered in future periods. These advance payments are recorded as deferred revenue and classified as "Advance payments from customers" on the consolidated balance sheet.
We record a liability until remitted to the respective taxing authority. We periodically enter into prepayment arrangements with customers and receive advance payments for product to be delivered in future periods. These advance payments are recorded as deferred revenue and classified as "Advance payments from customers" on the consolidated balance sheet.
Adjusted EBITDA and organic revenue 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.
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.
In selecting a discount rate as of December 31, 2024, we placed particular emphasis on a discount rate yield-curve provided by our actuary.
In selecting a discount rate as of December 31, 2025, we placed particular emphasis on a discount rate yield-curve provided by our actuary.
In cases where it is possible, we have recorded a specific liability within our Reserve for Discontinued Operations. Refer to Note 9 to the consolidated financial statements included within this Form 10-K for further details. Taxes, Pension, Environmental, and Other Discontinued Liabilities As of December 31, 2024, the liability for uncertain tax positions was $58.3 million.
In cases where it is possible, we have recorded a specific liability within our Reserve for Discontinued Operations. Refer to Note 9 to the consolidated financial statements included within this Form 10-K for further details. Taxes, Pension, Environmental, and Other Discontinued Liabilities As of December 31, 2025, the liability for uncertain tax positions was $59.6 million.
The change in discount rate from 4.97 percent at December 31, 2023 to 5.60 percent at December 31, 2024 was attributable to an increase in yields on high quality corporate bonds with cash flows matching the timing and amount of our expected future benefit payments between the 2023 and 2024 measurement dates.
The change in discount rate from 5.60 percent at December 31, 2024 to 5.32 percent at December 31, 2025 was attributable to an increase in yields on high quality corporate bonds with cash flows matching the timing and amount of our expected future benefit payments between the 2024 and 2025 measurement dates.
Using the December 31, 2024 and 2023 yield curves, our U.S. qualified plan cash flows produced a single weighted-average discount rate of approximately 5.60 percent and 4.97 percent, respectively. In developing the assumption for the long-term rate of return on assets for our U.S.
Using the December 31, 2025 and 2024 yield curves, our U.S. qualified plan cash flows produced a single weighted-average discount rate of approximately 5.32 percent and 5.60 percent, respectively. In developing the assumption for the long-term rate of return on assets for our U.S.
Of the cash and cash equivalents balance at December 31, 2024, $348.9 million was held by our foreign subsidiaries. We have established plans to repatriate cash from certain foreign subsidiaries with minimal tax on a go forward basis. Other cash held by foreign subsidiaries is generally used to finance subsidiaries’ operating activities and future foreign investments.
Of the cash and cash equivalents balance at December 31, 2025, $577.3 million was held by our foreign subsidiaries. We have established plans to repatriate cash from certain foreign subsidiaries with minimal tax on a go forward basis. Other cash held by foreign subsidiaries is generally used to finance subsidiaries’ operating activities and future foreign investments.
A one-half percent increase in the assumed discount rate would have decreased pension and other postretirement benefit obligations by $36.4 million and $42.4 million at December 31, 2024 and 2023, respectively, and increased pension and other postretirement benefit costs by $0.3 million, $0.5 million and $0.1 million for 2024, 2023 and 2022, respectively.
A one-half percent increase in the assumed discount rate would have decreased pension and other postretirement benefit obligations by $35.5 million and $36.4 million at December 31, 2025 and 2024, respectively, and increased pension and other postretirement benefit costs by $0.3 million, $0.3 million and $0.5 million for 2025, 2024 and 2023, respectively.
Environmental Projected 2025 spending, net of recoveries includes approximately $35 million to $45 million of net environmental remediation spending for our sites accounted for within continuing operations. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.
Environmental Projected 2026 spending, net of recoveries includes approximately $50 million to $60 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.
The discount rates used to determine projected benefit obligation at our December 31, 2024 and 2023 measurement dates for the U.S. qualified plan were 5.60 percent and 4.97 percent, respectively.
The discount rates used to determine projected benefit obligation at our December 31, 2025 and 2024 measurement dates for the U.S. qualified plan were 5.32 percent and 5.60 percent, respectively.
See Note 11 to the consolidated financial statements included within this Form 10-K for more information on our indefinite reinvestment assertion. Outstanding debt At December 31, 2024, we had total debt of $3,365.3 million as compared to $3,957.6 million at December 31, 2023.
See Note 11 to the consolidated financial statements included within this Form 10-K for more information on our indefinite reinvestment assertion. Outstanding debt At December 31, 2025, we had total debt of $4,074.9 million as compared to $3,365.3 million at December 31, 2024.
This yield-curve, when populated with projected cash flows that represent the expected timing and amount of our plans' benefit payments, produced an effective discount rate of 5.60 percent for our U.S. qualified plan, 5.31 percent for our U.S. nonqualified, and 5.40 percent for our U.S. other postretirement benefit plans.
This yield-curve, when populated with projected cash flows that represent the expected timing and amount of our plans' benefit payments, produced an effective discount rate of 5.32 percent for our U.S. qualified plan, 4.71 percent for our U.S. nonqualified, and 4.89 percent for our U.S. other postretirement benefit plans.
Capital additions and other investing activities Projected 2025 capital expenditures and expenditures related to contract manufacturers are expected to be in the range of approximately $105 million to $115 million. The spending is mainly driven by investments for our new products.
Capital additions and other investing activities Projected 2026 capital expenditures and expenditures related to contract manufacturers are expected to be in the range of approximately $90 million to $110 million. The spending is mainly driven by investments for our new products.
Year Ended December 31, 2024 2023 2022 (in Millions) Income (Expense) Tax Provision (Benefit) Effective Tax Rate Income (Expense) Tax Provision (Benefit) Effective Tax Rate Income (Expense) Tax Provision (Benefit) Effective Tax Rate GAAP - Continuing operations $ 252.5 $ (150.9) (59.8) % $ 300.2 $ (1,119.3) (372.9) % $ 983.9 $ 145.2 14.8 % Corporate special charges (income) 238.0 37.1 256.3 32.8 101.7 (1.5) Revisions to valuation allowances of historical deferred tax assets (1) — 1.6 — 223.5 — — Net impact of Switzerland tax incentives (1) — 153.9 — 830.8 — — Foreign currency and other discrete items (1) — 12.0 — 113.1 — 5.3 Non-GAAP - Continuing operations $ 490.5 $ 53.7 10.9 % $ 556.5 $ 80.9 14.5 % $ 1,085.6 $ 149.0 13.7 % _______________ (1) Refer to note 3 of the Adjusted Earnings Reconciliation table within this section of this Form 10-K for an explanation of tax adjustments.
Year Ended December 31, 2025 2024 2023 (in Millions) Income (Expense) Tax Provision (Benefit) Effective Tax Rate Income (Expense) Tax Provision (Benefit) Effective Tax Rate Income (Expense) Tax Provision (Benefit) Effective Tax Rate GAAP - Continuing operations $ (1,886.6) $ 314.2 (16.7) % $ 252.5 $ (150.9) (59.8) % $ 300.2 $ (1,119.3) (372.9) % Corporate special charges (income) 2,316.1 158.1 238.0 37.1 256.3 32.8 Revisions to valuation allowances of historical deferred tax assets (1) — (45.3) — 1.6 — 223.5 Net impact of Switzerland tax incentives (1) — (334.7) — 153.9 — 830.8 Foreign currency and other discrete items (1) — (36.3) — 12.0 — 113.1 non-GAAP - Continuing operations $ 429.5 $ 56.0 13.0 % $ 490.5 $ 53.7 10.9 % $ 556.5 $ 80.9 14.5 % _______________ (1) Refer to note 3 of the Adjusted Earnings Reconciliation table within this section of this Form 10-K for an explanation of tax adjustments.
Our long-term rate of return for the fiscal year ended December 31, 2024, 2023 and 2022 was 4.50 percent, 4.75 percent and 2.50 percent, respectively. 46 Table of Contents For the sensitivity of our pension costs to incremental changes in assumptions see our discussion below. Sensitivity analysis related to key pension and postretirement benefit assumptions.
Our long-term rate of return for the fiscal year ended December 31, 2025, 2024 and 2023 was 5.25 percent, 4.50 percent and 4.75 percent, respectively. For the sensitivity of our pension costs to incremental changes in assumptions see our discussion below. Sensitivity analysis related to key pension and postretirement benefit assumptions.
FREE CASH FLOW RECONCILIATION (in Millions) Year ended December 31, 2024 2023 2022 Cash provided (required) by operating activities of continuing operations (GAAP) (1) $ 736.7 $ (300.3) $ 660.0 Capital expenditures (2) (67.9) (133.9) (142.3) Other investing activities (2)(3) (3.7) (9.8) 23.6 Proceeds from land disposition (4) — 5.8 50.5 Capital additions and other investing activities $ (71.6) $ (137.9) $ (68.2) Cash provided (required) by operating activities of discontinued operations (5) (65.6) (86.1) (77.6) Divestiture transaction costs (6) 14.0 — — Free cash flow (Non-GAAP) (7) $ 613.5 $ (524.3) $ 514.2 ___________________ (1) Includes cash payments made in connection with our Project Focus transformation program of $106.2 million for the year ended December 31, 2024.
FREE CASH FLOW RECONCILIATION (in Millions) Year ended December 31, 2025 2024 2023 Cash provided (required) by operating activities of continuing operations (GAAP) (1) $ (6.2) $ 736.7 $ (300.3) Capital expenditures (2) (96.3) (67.9) (133.9) Other investing activities (2)(3) 11.2 (3.7) (9.8) Proceeds from land disposition (4) — — 5.8 Capital additions and other investing activities $ (85.1) $ (71.6) $ (137.9) Cash provided (required) by operating activities of discontinued operations (5) (74.0) (65.6) (86.1) Divestiture transaction costs (6) — 14.0 — Free cash flow (non-GAAP) $ (165.3) $ 613.5 $ (524.3) ___________________ (1) Includes cash payments made in connection with our Project Focus transformation program of $93.9 million and $106.2 million for the years ended December 31, 2025 and 2024.
The GAAP tax provision includes, and the Non-GAAP tax provision excludes, certain discrete tax items including, but not limited to: income tax expenses or benefits that are not related to current year ongoing business operations; 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 changes in tax law.
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.
Expenditures related to contract manufacturers are included within "other investing activities". 41 Table of Contents Share repurchases Except for purchases associated with our equity compensation plans, we do not anticipate any share repurchases during 2025 in compliance with the amendment to the Company's credit agreement. See Item 5.
Expenditures related to contract manufacturers are included within " other investing activitie s." Share repurchases Except for purchases associated with our equity compensation plans, we do not anticipate any share repurchases during 2026 in compliance with the amendment to the Company's credit agreement. See Item 5.
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. The amounts recorded against pre-existing reserves in 2024 will be spent in future years.
The amounts represent environmental remediation spending which were recorded against pre-existing reserves, net of recoveries. 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. The amounts recorded against pre-existing reserves in 2025 will be spent in future years.
As previously disclosed, we changed our method of accounting to the fair value approach for our liability-hedging asset class, which does not involve deferring the impact of excess plan asset gains or losses in the determination of these two components of net periodic benefit cost.
We apply the fair value approach for our liability-hedging asset class, which does not involve deferring the impact of excess plan asset gains or losses in the determination of these two components of net periodic benefit cost.
See Note 9 to the consolidated financial statements included within this Form 10-K for additional details on our discontinued operations. 34 Table of Contents 2024 vs. 2023 Discontinued operations, net of income taxes represented a loss of $61.8 million in 2024 compared to a loss of $98.5 million in 2023.
See Note 9 to the consolidated financial statements included within this Form 10-K for additional details on our discontinued operations. 2025 vs. 2024 Discontinued operations, net of income taxes represented a loss of $36.6 million in 2025 compared to a loss of $61.8 million in 2024.
Cash required by operating activities of discontinued operations in 2024 is directly related to environmental spending of $52.1 million as well as $13.5 million for other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings, collectively. 2023 and 2022 spending were of a similar nature.
Cash required by operating activities of discontinued operations in 2025 is directly related to environmental spending of $42.3 million as well as $31.7 million for other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings, collectively. 2024 and 2023 spending were of a similar nature.
Leases We have lease arrangements for equipment and facilities, including office spaces, IT equipment, transportation equipment, and machinery equipment. As of December 31, 2024, we had fixed lease payment obligations of $152.7 million, with $29.8 million payable within 12 months.
Leases We have lease arrangements for equipment and facilities, including office spaces, IT equipment, transportation equipment, and machinery equipment. As of December 31, 2025, we had fixed lease payment obligations of $149.0 million, with $31.0 million payable within 12 months.
The effect of the change in the discount rate used to determine net annual benefit cost (income) from 5.16 percent at December 31, 2023 to 4.97 percent at December 31, 2024 resulted in a $0.3 million increase to the 2024 U.S. qualified pension expense.
The effect of the change in the discount rate used to determine net annual benefit cost (income) from 4.97 percent at December 31, 2024 to 5.32 percent at December 31, 2025 resulted in a $2.2 million decrease to the 2025 U.S. qualified pension expense.
In calculating and evaluating the adequacy of our environmental reserves, we have taken into account the joint and several liability imposed by Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and the analogous state laws on all PRPs and have considered the identity and financial condition of the other PRPs at each site to the extent possible.
All other environmental provisions incorporate inflation and are not discounted to their present value. 54 Table of Contents In calculating and evaluating the adequacy of our environmental reserves, we have taken into account the joint and several liability imposed by Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and the analogous state laws on all PRPs and have considered the identity and financial condition of the other PRPs at each site to the extent possible.
Corporate special charges (income) Restructuring and other charges (income) Our restructuring and other charges (income) are comprised of restructuring, assets disposals and other charges (income) as described below: Year Ended December 31, (in Millions) 2024 2023 2022 Restructuring charges $ 303.0 $ 48.4 $ (26.1) Other charges (income), net (83.2) 163.9 119.2 Total restructuring and other charges (income) (1) $ 219.8 $ 212.3 $ 93.1 _______________ (1) See Note 7 to the consolidated financial statements included in this Form 10-K for more information. 2024 Restructuring and other charges (income) primarily includes restructuring charges incurred in connection with the Project Focus initiative.
Corporate special charges (income) Restructuring and other charges (income) Our restructuring and other charges (income) are comprised of restructuring, assets disposals and other charges (income) as described below: Year Ended December 31, (in Millions) 2025 2024 2023 Restructuring charges $ 271.5 $ 303.0 $ 48.4 Other charges (income), net 1,688.8 (83.2) 163.9 Total restructuring and other charges (income) (1) $ 1,960.3 $ 219.8 $ 212.3 _______________ (1) See Note 7 to the consolidated financial statements included in this Form 10-K for more information. 2025 Restructuring charges of $271.5 million primarily includes restructuring charges related to Project Foundation as well as Project Focus.
Total projected 2025 environmental spending, inclusive of sites accounted for within both continuing operations and discontinued sites, is expected to be in the range of $85 million to $105 million. Restructuring and asset retirement obligations We expect to make payments of approximately $70 million to $90 million in 2025, which primarily relates to Project Focus activities.
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 $90 million to $110 million. Restructuring and asset retirement obligations We expect to make payments of approximately $130 million to $155 million in 2026, which primarily relate to Project Foundation and Project Focus activities.
Asia: Revenue decreased approximately 14 percent, or approximately 12 percent organically, versus the prior year period caused by lower volumes, primarily due to ongoing destocking behavior, specifically in India. Pricing pressure caused by competitive pressure was an additional headwind in the region.
Asia: Revenue decreased approximately 14 percent, or approximately 12 percent organically, versus the prior year period caused by lower volumes, primarily due to ongoing destocking behavior, specifically in India.
We perform an annual impairment test of goodwill and indefinite-lived intangible assets in the third quarter of each year, or more frequently whenever an event or change in circumstances occurs that would require reassessment of the recoverability of those assets.
We perform an annual impairment test of our indefinite-lived intangible assets and, historically, our goodwill, in the third quarter of each year, or more frequently whenever an event or change in circumstances occurs that would require reassessment of the recoverability of those assets. Our fiscal year 2025 annual impairment test was performed during the third quarter ended September 30, 2025.
(in Millions) Year ended December 31, 2024 2023 2022 Income from continuing operations before non-operating pension and postretirement charges (income), interest expense, net and income taxes (GAAP) $ 506.5 $ 555.6 $ 1,144.3 Restructuring and other charges (income), transaction-related charges and depreciation and amortization 396.1 396.6 262.5 Change in trade receivables, net (1) (348.8) 192.4 (443.9) Change in guarantees of vendor financing 15.9 (72.4) (64.2) Change in advance payments from customers (2) (26.5) (199.1) 52.1 Change in accrued customer rebates (3) 30.7 16.0 69.6 Change in inventories (4) 475.8 (72.8) (182.3) Change in accounts payable (5) 171.7 (626.0) 165.3 Change in all other operating assets and liabilities (6) 74.7 (13.7) (10.3) Restructuring and other spending (7) (130.0) (30.3) (35.2) Environmental spending, continuing, net of recoveries (8) (35.4) (34.5) (26.9) Pension and other postretirement benefit contributions (9) (5.5) (2.4) (4.5) Net interest payments (10) (232.2) (229.6) (144.0) Tax payments, net of refunds (11) (156.3) (180.1) (122.0) Transaction and integration costs (12) — — (0.5) Cash provided (required) by operating activities of continuing operations (GAAP) $ 736.7 $ (300.3) $ 660.0 ____________________ (1) The change in trade receivables in all periods include the impacts of seasonality and the receivable build intrinsic in our business.
(in Millions) Year ended December 31, 2025 2024 2023 Income from continuing operations before non-operating pension and postretirement charges (income), interest expense, net and income taxes (GAAP) $ (1,628.3) $ 506.5 $ 555.6 Restructuring and other charges (income), non-cash commercial actions for India held for sale business, transaction-related charges and depreciation and amortization 2,435.2 396.1 396.6 Change in trade receivables, net (1) 228.4 (348.8) 192.4 Change in guarantees of vendor financing (39.8) 15.9 (72.4) Change in advance payments from customers (2) (1.8) (26.5) (199.1) Change in accrued customer rebates (3) (58.9) 30.7 16.0 Change in inventories (4) (156.3) 475.8 (72.8) Change in accounts payable (5) 20.1 171.7 (626.0) Change in all other operating assets and liabilities (6) (218.0) 74.7 (13.7) Restructuring and other spending (7) (112.4) (130.0) (30.3) Environmental spending, continuing, net of recoveries (8) (32.5) (35.4) (34.5) Pension and other postretirement benefit contributions (9) (3.9) (5.5) (2.4) Net interest payments (10) (241.9) (232.2) (229.6) Tax payments, net of refunds (11) (196.1) (156.3) (180.1) Cash provided (required) by operating activities of continuing operations (GAAP) $ (6.2) $ 736.7 $ (300.3) ____________________ (1) Both periods include the impacts of seasonality and the receivable build intrinsic in our business.
We plan to meet our liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility. At December 31, 2024 our remaining borrowing capacity under our credit facility was $1,664.3 million.
We plan to meet our liquidity needs through available cash, cash generated from operations and borrowings under our committed Revolving Credit Facility. At December 31, 2025 our remaining borrowing capacity under our credit facility was $1,147.2 million.
The change in 2024 was driven by higher advance payments received during 2024 compared to the same period in 2023 offset by the higher application of those advances against current period sales. The change in 2023 was related to lower advance payments received during the year compared to the prior year.
The activity in 2025 was consistent with the same period in 2024. The change in 2024 was driven by higher advance payments received during 2024 compared to the same period in 2023 offset by the higher application of those advances against current period sales.
The change in our gross margin and benefit for income taxes was partially offset by a gain of $18.0 million in discontinued operations during the second quarter as the result of an insurance settlement for retained legal reserves. Our research and development expenses and our selling, general, and administrative expenses were also lower as a result of cost containment.
The change in our gross margin and benefit for income taxes was partially offset by a gain of $18.0 million in discontinued operations during the second quarter as the result of an insurance settlement for retained legal reserves.
Future cash dividends, as always, will depend on a variety of factors, including earnings, capital requirements, financial condition, general economic conditions and other factors considered relevant by us and is subject to final determination by our Board of Directors. Contingencies See Note 19 to our consolidated financial statements included within this Form 10-K.
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 effect of the change in the discount rate from 4.97 percent to 5.60 percent at December 31, 2024 resulted in a $52.1 million decrease to our U.S. qualified pension benefit obligations.
The effect of the change in the discount rate from 5.60 percent to 5.32 percent at December 31, 2025 resulted in a $20.4 million increase to our U.S. qualified pension benefit obligations.
ADJUSTED EARNINGS RECONCILIATION (in Millions, except per share amounts) Year Ended December 31, 2024 2023 2022 Net income (loss) attributable to FMC stockholders (GAAP) $ 341.1 $ 1,321.5 $ 736.5 Corporate special charges (income), pre-tax (1) 238.0 256.3 101.7 Income tax expense (benefit) on Corporate special charges (income) (2) (37.1) (32.8) 1.5 Corporate special charges (income), net of income taxes $ 200.9 $ 223.5 $ 103.2 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) — (1.6) 6.8 Discontinued operations attributable to FMC Stockholders, net of income taxes 61.8 98.5 97.2 Non-GAAP tax adjustments (3) (167.5) (1,167.4) (5.3) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (Non-GAAP) $ 436.3 $ 474.5 $ 938.4 Diluted earnings per common share (GAAP) $ 2.72 $ 10.53 $ 5.81 Corporate special charges (income), pre-tax per diluted share 1.90 2.05 0.81 Income tax expense (benefit) on Corporate special charges (income) per diluted share (0.30) (0.26) 0.01 Corporate special charges (income), net of income taxes per diluted share $ 4.32 $ 12.32 $ 6.63 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) per diluted share — (0.02) 0.05 Discontinued operations attributable to FMC stockholders, net of income taxes per diluted share 0.49 0.78 0.77 Tax adjustments per diluted share (1.33) (9.30) (0.04) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders per diluted share (Non-GAAP) $ 3.48 $ 3.78 $ 7.41 Average number of shares outstanding used in the adjusted after-tax earnings from continuing operations per diluted share computations 125.4 125.5 126.7 ____________________ (1) Represents restructuring and other charges (income), and non-operating pension and postretirement charges (income).
ADJUSTED EARNINGS RECONCILIATION (in Millions, except per share amounts) Year Ended December 31, 2025 2024 2023 Net income (loss) attributable to FMC stockholders (GAAP) $ (2,238.9) $ 341.1 $ 1,321.5 Corporate special charges (income), pre-tax (1) 1,794.4 238.0 256.3 India held for sale business (2) 521.7 — — Income tax expense (benefit) on Corporate special charges (income) (3) (158.1) (37.1) (32.8) Corporate special charges (income), net of income taxes $ 2,158.0 $ 200.9 $ 223.5 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) — — (1.6) Discontinued operations attributable to FMC Stockholders, net of income taxes 36.6 61.8 98.5 non-GAAP tax adjustments (4) 416.3 (167.5) (1,167.4) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders (non-GAAP) $ 372.0 $ 436.3 $ 474.5 Diluted earnings per common share (GAAP) $ (17.88) $ 2.72 $ 10.53 Corporate special charges (income), pre-tax per diluted share 14.33 1.90 2.05 India held for sale business 4.16 — — Income tax expense (benefit) on Corporate special charges (income) per diluted share (1.26) (0.30) (0.26) Corporate special charges (income), net of income taxes per diluted share $ 17.23 $ 1.60 $ 1.79 Adjustment for noncontrolling interest, net of tax on Corporate special charges (income) per diluted share — — (0.02) Discontinued operations attributable to FMC stockholders, net of income taxes per diluted share 0.29 0.49 0.78 Tax adjustments per diluted share 3.32 (1.33) (9.30) Adjusted after-tax earnings from continuing operations attributable to FMC stockholders per diluted share (non-GAAP) $ 2.96 $ 3.48 $ 3.78 Average number of shares outstanding used in the adjusted after-tax earnings from continuing operations per diluted share computations (5) 125.6 125.4 125.5 ____________________ (1) Represents restructuring and other charges (income), and non-operating pension, postretirement and other charges (income).
Management believes excluding these discrete tax items assists investors and securities analysts in understanding the tax provision and the effective tax rate related to ongoing operations thereby providing investors with useful supplemental information about FMC's operational performance.
Management believes excluding these discrete tax items, as well as the impacts of the Swiss Tax Incentives, 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.
Provision (benefit) for income taxes In 2024, we recognized an income tax benefit of $150.9 million, which resulted in an effective tax rate of negative 59.8 percent. For the year ended December 31, 2023, we recorded an income tax benefit of $1,119.3 million resulting in an effective tax rate of negative 372.9 percent.
Provision (benefit) for income taxes In 2025, we recognized an income tax expense of $314.2 million, which resulted in an effective tax rate of negative 16.7 percent. For the year ended December 31, 2024, we recorded an income tax benefit of $150.9 million resulting in an effective tax rate of negative 59.8 percent.
Our expectation is that future payment or performance related to the non-performance of others is considered unlikely. In connection with certain of our property and asset sales and divestitures, we have agreed to indemnify the buyer for certain liabilities, including environmental contamination and taxes that occurred prior to the date of sale.
In connection with certain of our property and asset sales and divestitures, we have agreed to indemnify the buyer for certain liabilities, including environmental contamination and taxes that occurred prior to the date of sale.
The change in cash flows related to accounts payable in 2023 is primarily due to lower raw material inventory purchases due to the decline in demand and, to a lesser extent, the timing of payments made to suppliers and vendors.
The change in cash flows related to accounts payable in 2023 is primarily due to lower raw material inventory purchases due to the decline in demand and, to a lesser extent, the timing of payments made to suppliers and vendors (6) Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities.
The remaining amounts will be reflected in our consolidated results of operations as they become probable and estimable or a triggering event is identified in accordance with the relevant accounting guidance.
Any remaining 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.
The change in 2022 was related to higher overall payments received primarily due to strong North America seasons in both years. (3) These rebates are primarily associated within North America, and to a lesser extent Brazil, and in North America generally settle in the fourth quarter of each year given the end of the respective crop cycle.
(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.
As previously noted in the section titled "Results of Operations," we expect to incur approximately $375 million to $425 million of pre-tax restructuring charges in total over the life of the program, which includes $90 to $100 million of non-cash asset write-off charges.
As previously noted in the section titled "Results of Operations ," we expect to incur approximately $560 million to $635 million of pre-tax restructuring charges in connection with Project Foundation in total over the life of the program. This includes $420 million to $440 million of non-cash asset write-off charges.
Twelve Months Ended December 31, 2024 Net income (loss) attributable to FMC stockholders (GAAP) $ 341.1 Interest expense, net, net of income taxes 210.1 Corporate special charges (income) 238.0 Income tax expense (benefit) on Corporate special charges (income) (37.1) Discontinued operations attributable to FMC stockholders, net of income taxes 61.8 Tax adjustments (167.5) ROIC numerator (Non-GAAP) $ 646.4 December 31, 2024 December 31, 2023 Total debt $ 3,365.3 $ 3,957.6 Total FMC stockholders’ equity 4,487.5 4,410.9 Total debt and FMC stockholders' equity (GAAP) $ 7,852.8 $ 8,368.5 ROIC denominator (2 yr average total debt and FMC stockholders' equity) $ 8,110.7 ROIC (using Net income (loss) attributable to FMC stockholders (GAAP) as numerator) 4.21 % Adjusted ROIC (using Non-GAAP numerator) 7.97 % Results of Operations In the discussion below, all comparisons are between the periods unless otherwise noted.
Twelve Months Ended December 31, 2025 Net income (loss) attributable to FMC stockholders (GAAP) $ (2,238.9) Interest expense, net, net of income taxes 208.4 Corporate special charges (income) 1,794.4 India held for sale business 521.7 Income tax expense (benefit) on Corporate special charges (income) (158.1) Discontinued operations attributable to FMC stockholders, net of income taxes 36.6 Tax adjustments 416.3 ROIC numerator (non-GAAP) $ 580.4 December 31, 2025 December 31, 2024 Total debt $ 4,074.9 $ 3,365.3 Total FMC stockholders’ equity 2,071.5 4,487.5 Total debt and FMC stockholders' equity (GAAP) $ 6,146.4 $ 7,852.8 ROIC denominator (2 yr average total debt and FMC stockholders' equity) $ 6,999.6 ROIC (using Net income (loss) attributable to FMC stockholders (GAAP) as numerator) (31.99) % Adjusted ROIC (using non-GAAP numerator) 8.29 % Results of Operations In the discussion below, all comparisons are between the periods unless otherwise noted.
(3) See Note 7 to the consolidated financial statements included within this Form 10-K for details of restructuring and other charges (income). (4) Our non-operating pension and postretirement charges (income) are defined as those costs (benefits) related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements.
(4) Our non-operating pension and postretirement charges (income) are defined as those costs (benefits) related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements.
Recently Adopted and Issued Accounting Pronouncements and Regulatory Items See Note 2 "Recently Issued and Adopted Accounting Pronouncements and Regulatory Items" to our consolidated financial statements included within this Form 10-K. Fair Value Measurements See Note 18 to our consolidated financial statements included in this Form 10-K for additional discussion surrounding our fair value measurements.
Contingencies See Note 19 to our consolidated financial statements included within this Form 10-K. Recently Adopted and Issued Accounting Pronouncements and Regulatory Items See Note 2 "Recently Issued and Adopted Accounting Pronouncements and Regulatory Items " to our consolidated financial statements included within this Form 10-K.
We base our estimates and judgments on historical experience, current conditions and other reasonable factors.
GAAP and require management to make estimates and judgments on certain matters. We base our estimates and judgments on historical experience, current conditions and other reasonable factors.
Other Results of Operations Depreciation and amortization 2024 vs. 2023 Depreciation and amortization of $176.3 million decreased $8.0 million, or approximately 4 percent, as compared to 2023 of $184.3 million.
Other Results of Operations Depreciation and amortization 2025 vs. 2024 Depreciation and amortization of $173.6 million decreased $2.7 million, or approximately 2 percent, as compared to 2024 of $176.3 million.
The decrease in selling, general and administrative expenses is primarily due to cost reduction measures implemented in connection with our Project Focus initiative as well as operating cost mitigation actions in effect since last year due to lower business performance. 2023 vs. 2022 Selling, general and administrative expenses of $734.3 million decreased by $40.9 million, or approximately 5 percent versus the prior year period.
The decrease in selling, general and administrative expenses is primarily due to cost reduction measures implemented in connection with our Project Focus initiative as well as operating cost mitigation actions in effect since last year due to lower business performance.
Revenue 2024 vs. 2023 Revenue of $4,246.1 million decreased $240.7 million, or approximately 5 percent versus the prior year period. Volume improved as the year progressed and resulted in a 3 percent increase in revenue year over year. Price and foreign currency impacts were headwinds during the period of 6 percent and 2 percent, respectively.
Volume improved as the year progressed and resulted in a 3 percent increase in revenue year over year. Price and foreign currency impacts were headwinds during the period of 6 percent and 2 percent, respectively.
The majority of the minimum obligations under these contracts are take-or-pay commitments over the life of the contract and not a year by year take-or-pay, and as such, the obligations related to these types of contacts are presented in the earliest period in which the minimum obligation could be payable under these types of contracts. 37 Table of Contents Statement of Cash Flows Cash provided (required) by operating activities was $736.7 million, $(300.3) million and $660.0 million for 2024, 2023 and 2022, respectively.
As such, the obligations related to these types of contacts are considered payable in the earliest period in which the minimum obligation could be due under these types of contracts. 48 Table of Contents Statement of Cash Flows Cash provided (required) by operating activities of continuing operations was $(6.2) million, $736.7 million and $(300.3) million for 2025, 2024 and 2023, respectively.
These 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, 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.
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.
This amount is included in "Accrued and other liabilities" on the consolidated balance sheet as of December 31, 2024. For the years ended December 31, 2024, 2023 and 2022, we paid $290.6 million, $290.5 million and $267.5 million in dividends, respectively. We expect to continue to make quarterly dividend payments.
This amount is included in "Accrued and other liabilities" on the consolidated balance sheet as of December 31, 2025. We expect to continue to make quarterly dividend payments.
See Note 2 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.
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 2 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.
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 On January 16, 2025, we paid dividends aggregating $72.6 million to our shareholders of record as of December 31, 2024.
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. 52 Table of Contents Dividends For the years ended December 31, 2025, 2024 and 2023, we paid $291.3 million, $290.6 million and $290.5 million in dividends, respectively.
(2) 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 or income occurred and includes both current and deferred income tax expense (benefit) based on the nature of the Non-GAAP performance measure.
(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 or income occurred and includes both current and deferred income tax expense (benefit) based on the nature of the non-GAAP performance measure. 37 Table of Contents (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.
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 all periods include carry-over balances remaining to be collected in Latin America, where collection periods are measured in months rather than weeks.
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.
Gross margin percent of approximately 38.8 percent slightly decreased from approximately 40.8 percent in the prior year period driven by higher unabsorbed fixed costs as well as registration removals during the period. 2023 vs. 2022 Gross margin of $1,831.0 million decreased by $495.8 million, or approximately 21 percent versus the prior year period resulting from a 29 percent decrease in volumes caused by a significant channel destocking partially offset by a 10 percent increase due to positive input cost improvement.
The decrease in price was partially offset by a 2 percent increase due to positive input cost improvement and a 1 percent increase from volume growth. Gross margin percent of approximately 38.8 percent slightly decreased from approximately 40.8 percent in the prior year period driven by higher unabsorbed fixed costs as well as registration removals during the period.
Refer to the explanation below on the provision for income taxes for further detail of the non-GAAP tax adjustments for the twelve months ended December 31, 2024. 28 Table of Contents ORGANIC REVENUE GROWTH RECONCILIATION Twelve Months Ended December 31, 2024 vs. 2023 Total Revenue Change (GAAP) (5) % Less: Foreign Currency Impact (2) % Organic Revenue Change (Non-GAAP) (3) % 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.
ORGANIC REVENUE GROWTH RECONCILIATION Twelve Months Ended December 31, 2025 vs. 2024 Total Revenue Change (GAAP) (18) % Less: Revenue for India held for sale business for the twelve months ended December 31, 2025 (10) % Revenue Excluding India Change (non-GAAP) (1) (8) % Less: Foreign Currency Impact — % Organic Revenue Change (non-GAAP) (8) % ___________________ (1) Beginning with the third quarter of 2025, revenue from the India commercial business is excluded from our adjusted results during the held for sale period for non-GAAP purposes, as described in note 5 in the Adjusted EBITDA reconciliation above. 38 Table of Contents 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.
FX continued to be a headwind in the region. Gross margin 2024 vs. 2023 Gross margin of $1,648.9 million decreased by $182.1 million, or approximately 10 percent versus the prior year period resulting from a 13 percent decrease due to lower pricing in all regions due to competitive pressure as demand returned.
Excluding the impact of the one-time commercial actions, our gross margin as a percent of revenue was 41 percent, which increased compared to gross margin percentage of 39 percent in the prior year as a result of continued cost improvement partially offset by lower pricing during the period. 2024 vs. 2023 Gross margin of $1,648.9 million decreased by $182.1 million, or approximately 10 percent versus the prior year period resulting from a 13 percent decrease due to lower pricing in all regions due to competitive pressure as demand returned.
The changes year over year are mostly associated with the mix in sales eligible for rebates and incentives as well as timing of certain rebate payments. (4) The changes in inventory during 2024 reflect the lower inventory build required following the lower sales volume in 2023 resulting from the channel destocking.
The changes year over year are mostly associated with lower revenues and the mix in sales eligible for rebates and incentives as well as timing of certain rebate payments.
The change in cash required by financing activities in 2022 is primarily driven by lower share repurchases under our publicly announced program as well as lower repayments on long term debt. 39 Table of Contents Free Cash Flow 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.
This increase was partially offset by the repayment of the $800 million term loan, and $75 million in repurchases of common stock under the publicly announced program. 50 Table of Contents Free Cash Flow 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.
A one-half percent increase in the assumed expected long-term rate of return on plan assets would have decreased pension costs by $5.0 million, $5.0 million and $6.6 million for 2024, 2023 and 2022, respectively.
A one-half percent decrease in the assumed discount rate would have increased pension and other postretirement benefit obligations by $38.0 million and $39.1 million at December 31, 2025 and 2024, respectively, and decreased pension and other postretirement benefit costs by $0.2 million in 2025, $0.2 million in 2024, and $0.1 million in 2023. 56 Table of Contents A one-half percent increase in the assumed expected long-term rate of return on plan assets would have decreased pension costs by $4.6 million, $5.0 million and $5.0 million for 2025, 2024 and 2023, respectively.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+0 added−0 removed6 unchanged
Biggest changeFunctional Currency (in Millions) Net Asset / (Liability) Position on Consolidated Balance Sheets Net Asset / (Liability) Position with 10% Strengthening Net Asset / (Liability) Position with 10% Weakening Net asset/(liability) position at December 31, 2024 $ 34.1 $ 50.8 $ (8.2) Net asset/(liability) position at December 31, 2023 (11.4) 34.4 (56.2) Interest Rate Risk One of the strategies that we can use to manage interest rate exposure is to enter into interest rate swap agreements.
Biggest changeFunctional Currency (in Millions) Net Asset / (Liability) Position on Consolidated Balance Sheets Net Asset / (Liability) Position with 10% Strengthening Net Asset / (Liability) Position with 10% Weakening Net asset/(liability) position at December 31, 2025 $ (9.5) $ (69.9) $ 22.7 Net asset/(liability) position at December 31, 2024 34.1 50.8 (8.2) Interest Rate Risk One of the strategies that we can use to manage interest rate exposure is to enter into interest rate swap agreements.
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 December 31, 2024 and 2023, we had no outstanding interest rate swap contracts, and as a result, there was no sensitivity analysis performed over interest rate risk for the periods presented.
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 December 31, 2025 and 2024, we had no outstanding interest rate swap contracts, and as a result, there was no sensitivity analysis performed over interest rate risk for the periods presented.
To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at December 31, 2024 and 2023, with all other variables (including interest rates) held constant. Hedged Currency vs.
To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at December 31, 2025 and 2024, with all other variables (including interest rates) held constant. Hedged Currency vs.
Based on the variable-rate debt in our debt portfolio at December 31, 2024, a one percentage point increase in interest rates would have increased gross interest expense by $2.6 million and a one percentage point decrease in interest rates would have decreased gross interest expense by $2.6 million for the year ended December 31, 2024. 48 Table of Contents
Based on the variable-rate debt in our debt portfolio at December 31, 2025, a one percentage point increase in interest rates would have increased gross interest expense by $7.2 million and a one percentage point decrease in interest rates would have decreased gross interest expense by $7.2 million for the year ended December 31, 2025. 58 Table of Contents
At December 31, 2024, our net financial instrument position was a net asset of $34.1 million compared to a net liability of $11.4 million at December 31, 2023. The change in the net financial instrument position was primarily due to fluctuations in our foreign exchange portfolios.
At December 31, 2025, our net financial instrument position was a net liability of $9.5 million compared to a net asset of $34.1 million at December 31, 2024. The change in the net financial instrument position was primarily due to fluctuations in our foreign exchange portfolios.
Our debt portfolio at December 31, 2024 is composed of 92 percent fixed-rate debt and 8 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of borrowings under our Credit Facility, commercial paper program, and amounts outstanding under foreign subsidiary credit lines. Changes in interest rates affect different portions of our variable-rate debt portfolio in different ways.
Our debt portfolio at December 31, 2025 is composed of 82 percent fixed-rate debt and 18 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of borrowings under our Revolving 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.

Other FMC 10-K year-over-year comparisons