FMC CORP

RESULTS OF OPERATIONS

Overview

The following charts provide a reconciliation of adjusted EBITDA, adjusted Earnings, organic revenue growth and return on invested capital ("ROIC"), all of which are Non-GAAP financial measures, from the most directly comparable GAAP measure. Adjusted EBITDA and organic revenue growth are provided to assist the readers of our financial statements with useful information regarding our operating results. Our operating results are presented based on how we assess operating performance and internally report financial information. For management purposes, we report operating performance based on earnings before interest, income taxes, depreciation and amortization, discontinued operations, and corporate special charges. Our adjusted earnings measure excludes corporate special charges, net of income taxes, discontinued operations attributable to FMC stockholders, net of income taxes, and certain Non-GAAP tax adjustments. 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. In addition to providing useful information about our operating results to investors, we also believe that excluding the effect of corporate special charges, net of income taxes, and certain Non-GAAP tax adjustments from operating results and discontinued operations allows management and investors to compare more easily the financial performance of our underlying business from period to period. These measures should not be considered as substitutes for net income (loss) or other measures of performance or liquidity reported in accordance with U.S. GAAP.

(1)Referred to as operating profit.

(2)Adjusted EBITDA is defined as operating profit excluding corporate special charges (income) and depreciation and amortization expense.

(3)See Note 8 for details of restructuring and other charges (income).

(4)Our non-operating pension, postretirement and other charges (income) includes those costs (benefits) related to interest, expected return on plan assets, amortized actuarial gains and losses and the impacts of any plan curtailments or settlements. These are excluded from our operating results and are primarily related to changes in pension plan assets and liabilities which are tied to financial market performance, and we consider these costs to be outside our operational performance. We continue to include the service cost and amortization of prior service cost in our operating results noted above. These elements reflect the current year operating costs to our business for the employment benefits provided to active employees. The three and six months ended June 30, 2025 also includes other charges of $3.3 million incurred as a make-whole premium in connection with the early redemption of $500 million of the Senior Notes due May 18, 2026.

(1)Represents restructuring and other charges (income), and non-operating pension, postretirement and other charges (income).

(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 (income) occurred and includes both current and deferred income tax expense (benefit) based on the nature of the Non-GAAP performance measure.

(3)We exclude the GAAP tax provision, including discrete items, from the Non-GAAP measure of income, and include a Non-GAAP tax provision based upon the projected annual Non-GAAP effective tax rate. The GAAP tax provision includes certain discrete tax items including, but are not limited to: income tax expenses or benefits that are not related to continuing operating results in the current year; tax adjustments associated with fluctuations in foreign currency remeasurement of certain foreign operations; certain changes in estimates of tax matters related to prior fiscal years; certain changes in the realizability of deferred tax assets and related interim accounting impacts; and changes in tax law. In 2024 and 2023, we recorded significant deferred tax assets due to various tax incentives granted to the Company's Swiss subsidiaries (the "Swiss Tax Incentives"). The initial recognition of these Swiss Tax Incentives did not impact our adjusted non-GAAP effective tax rate but will be considered annually as we realize the benefits. Management believes excluding these discrete tax items, as well as the impacts of the Swiss Tax Incentives annually as the related benefits are realized, assists investors and securities analysts in understanding the tax provision and the effective tax rate related to continuing operating results thereby providing investors with useful supplemental information about FMC's operational performance. See Provision for income taxes within this section of this Form 10-Q for a reconciliation of the Non-GAAP tax provision from the GAAP tax provision.

ORGANIC REVENUE GROWTH RECONCILIATION

RECONCILIATION OF NET INCOME (LOSS) ATTRIBUTABLE TO

FMC STOCKHOLDERS (GAAP) TO RETURN ON INVESTED CAPITAL ("ROIC")

NUMERATOR (NON-GAAP) AND ADJUSTED ROIC (USING NON-GAAP NUMERATOR)

We believe Adjusted ROIC provides management and investors with useful supplemental information regarding our utilization of capital provided by both equity and debt as well as our working capital and free cash flow management. Additionally, vesting of certain restricted stock awards granted to officers is connected to Adjusted ROIC as a performance metric.

Results of Operations

In the discussion below, all comparisons are between the periods unless otherwise noted. In certain instances, parts included in the variance explanations in the discussion below may not sum to the total variance for the financial statement line item due to rounding.

Revenue

Revenue of $1,050.5 million increased $12.1 million, or approximately 1 percent, versus the prior year period primarily due an increase in volumes of 6 percent as a result of customers in most countries appear to have reached target channel inventory levels for FMC products. The volume improvement was partially offset by a price decline of 3 percent, over half of which was attributed to price adjustments on certain "cost-plus" contracts with specific diamide partners as a result of lower manufacturing costs. Foreign currency was a headwind of approximately 1 percent during the period.

Revenue of $1,841.9 million decreased $114.5 million, or approximately 6 percent, versus the prior year period primarily as a result a 6 percent decline in pricing due to adjustments on certain "cost-plus" contracts with specific diamide partners. Higher volumes resulted in an increase of 2 percent versus the prior year period as customers in most countries have appeared to recover to target channel inventory levels. Foreign currency headwinds of approximately 2 percent offset the improvement in volumes during the period.

North America: Revenue decreased approximately 5 percent year-over-year as solid branded growth in the U.S. was more than offset by lower volume from expected destocking in Canada.

Latin America: Revenue increased approximately 1 percent versus the second quarter of 2024 (up 5 percent organically) aided by solid growth of new active ingredients fluindapyr and Isoflex™ active.

EMEA: Revenue increased approximately 29 percent (up 27 percent organically) compared to the prior year period driven by strong volume gains particularly for herbicides, diamide partners, and branded Cyazypyr® products.

Asia: Revenue decreased approximately 17 percent (down 15 percent organically) year-over-year due to lower pricing as well as reduced volume driven by ongoing destocking activity in India.

North America: Revenue decreased approximately 15 percent year-over-year (down 14 percent organically) driven by lower volumes from customers in the U.S. delaying purchases during the first quarter and expected destocking in Canada during the second quarter. Solid branded growth in the U.S. partially offset the impact of lower volumes.

Latin America: Revenue increased approximately 4 percent versus the second quarter of 2024 (up 9 percent organically) primarily due to continued improvement in volumes including direct sales to cotton growers in Brazil and new active ingredients fluindapyr and Isoflex™ active.

EMEA: Revenue increased approximately 5 percent (up 7 percent organically) driven by strong volume gains in the second quarter particularly for herbicides, diamide partners, and branded Cyazypyr® products.

Asia: Revenue decreased approximately 20 percent (down 18 percent organically) year-over-year due to lower pricing as well as reduced volume driven by ongoing destocking activity, particularly in India.

Gross margin

Gross margin of $406.3 million increased by $8.2 million, or approximately 2 percent versus the prior year period primarily due to cost improvement that resulted in a 20 percent increase partially offset by lower pricing, which resulted in a 9 percent decrease. The gross margin increase was also offset by a slight decrease of 1 percent due to unfavorable product mix within our core portfolio and a 7 percent foreign currency headwind during the period. Gross margin percent of approximately 39 percent increased compared to approximately 38 percent in the prior year period.

Gross margin of $723.0 million decreased by $14.8 million, or approximately 2 percent versus the prior year period. Cost improvement of 23 percent was more than offset by a 15 percent decrease due to lower pricing as well as a 2 percent decrease caused by lower volumes, primarily in the first quarter. Foreign currency headwinds during the period caused an 8 percent decrease as well. Gross margin percent of approximately 39 percent increased compared to approximately 38 percent in the prior year period.

Selling, general and administrative expenses

Selling, general and administrative expenses of $176.8 million increased by $12.0 million, or 7 percent, versus the prior year period primarily as a result of investment to support new products as well as additional sales force in Brazil.

Selling, general and administrative expenses of 348.8 million increased by 20.1 million, or 6 percent, versus the prior year period. The increase in selling, general and administrative expenses is primarily the result of investment to support new products as well as additional sales force in Brazil.

Research and development expenses

Research and development expenses of $66.4 million decreased by $9.5 million or 13 percent compared to the previous year. The decrease in spending on research and development relates to the timing of project expenses as well as continued cost reduction efforts in connection with restructuring activities.

Research and development expenses of $135.1 million decreased by $1.7 million or 1 percent compared to the previous year.

Depreciation and amortization

Depreciation and amortization of $43.4 million decreased by $0.9 million or 2 percent as compared to the prior year period of $44.3 million.

Depreciation and amortization of $87.1 million decreased by $2.9 million or 3 percent as compared to the prior year period of $90.0 million. The decrease was the result of the write off of certain assets during 2024 as part of our Project Focus restructuring initiative.

Interest expense, net

Interest expense, net of $61.0 million decreased by $2.6 million or 4 percent compared to the prior year period of $63.6 million primarily driven by lower domestic short-term balances and rates, which resulted in a decrease of approximately $6.0 million. The decrease was partially offset by an increase of $3.1 million driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025 as well as an increase of $0.3 million driven by higher interest rates and debt balances in our foreign portfolio.

Interest expense, net of 111.1 million decreased by $14.2 million or 11 percent compared to the prior year period of 125.3 million. The decrease was primarily driven by lower domestic short-term balances and rates, which decreased interest expense by approximately $16.9 million as well as a decrease of approximately $0.4 million driven by lower interest rates and debt balances in our foreign portfolio. This was partially offset by an increase of $3.1 million driven by higher domestic long-term balances and rates as a result of our Subordinated Notes offering completed in May 2025.

Corporate special charges (income)

Restructuring and other charges (income)

Restructuring and other charges (income) primarily consists of costs associated with the Project Focus restructuring initiative. Charges incurred related to Project Focus consist of $4.9 million of professional service provider costs and other miscellaneous charges associated with the project, $5.4 million of severance and employee separation costs, and accelerated depreciation of $2.5 million on assets identified for disposal in connection with the restructuring initiative. In connection with the restructuring initiative, the Company expects to incur pre-tax restructuring charges in the range of approximately $375 million to $425 million, inclusive of charges incurred beginning in 2023 through June 30, 2025. The estimate for total Project Focus charges, which is subject to future changes, includes severance and related benefit costs in the range of $90 to $100 million, asset write-off and contract abandonment charges of approximately $250 to $270 million, and other costs of $35 to $55 million. We have implemented substantially all the activities associated with the plan and expect the plan to be complete by the end of 2025. However, we may incur additional asset write-off charges and other exit and disposal costs should additional activities be implemented under the restructuring program. The remaining amounts will be reflected in our consolidated results of operations as they become probable and estimable or a triggering event is identified in accordance with the relevant accounting guidance. During the three months ended June 30, 2025, we also recorded charges of $0.2 million for miscellaneous activity related to previously implemented restructuring initiatives.

Restructuring and other charges (income) during 2024 primarily consists of costs associated with the Project Focus restructuring initiative. Charges incurred related to Project Focus consist of $53.3 million of non-cash asset write-off charges resulting from the contract termination with one of our third-party manufacturers, $18.6 million of severance and employee separation costs, including costs associated with the CEO transition, $6.5 million of professional service provider costs and other miscellaneous charges, and accelerated depreciation of $5.9 million on assets identified for disposal. During the three months ended June 30, 2024, we also recognized income of $0.5 million related to previously implemented restructuring initiatives.

Other charges (income) of $23.7 million is comprised of $7.4 million of charges associated with our environmental sites, a charge of $11.9 million due to changes in our estimate for Furadan® disposal costs at our Middleport site, and $4.4 million of other miscellaneous charges.

Other charges (income) net in 2024 were $11.3 million is comprised of $5.7 million of charges associated with our environmental sites, and $5.6 million of other miscellaneous charges.

Restructuring and other charges (income) primarily consists of costs associated with the Project Focus restructuring initiative. Charges incurred related to Project Focus consist of $11.5 million of professional service provider costs and other miscellaneous charges associated with the project, $9.6 million of severance and employee separation costs, and accelerated depreciation of $5.6 million on assets identified for disposal in connection with the restructuring initiative. During the six months ended June 30, 2025, we also recognized income of $0.1 million for miscellaneous activity related to previously implemented restructuring initiatives.

Restructuring and other charges (income) during 2024 primarily consists of charges incurred in connection with the initiative consist of $53.3 million of non-cash asset write off charges resulting from the contract termination with one of our third-party manufacturers, $37.5 million of severance and employee separation costs, including costs associated with the CEO transition, $18.7 million of professional service provider costs and other miscellaneous charges, and accelerated depreciation of $8.2 million on assets identified for disposal. During the months ended June 30, 2024, we also recognized income of $0.2 million related to previously implemented restructuring initiatives.

Other charges (income) of $27.9 million is comprised of $10.9 million of charges associated with our environmental sites, a charge of $11.9 million due to changes in our estimate for Furadan® disposal costs at our Middleport site, and $5.1 million of other miscellaneous charges.

Other charges (income) during 2024 of $18.5 million is comprised of $9.0 million of charges associated with our environmental sites and $9.5 million of other miscellaneous charges.

Non-operating pension, postretirement and other charges (income)

Charges for the three months ended June 30, 2025 were $6.6 million compared to $4.2 million for the three months ended June 30, 2024. The increase is primarily attributed to the addition of other charges of $3.3 million incurred as a make-whole premium in connection with the early redemption of $500 million of the Senior Notes due May 18, 2026.

Charges for the six months ended June 30, 2025 were $9.8 million compared to $8.5 million for the three months ended June 30, 2024. The increase is primarily attributed to the addition of other charges of $3.3 million incurred as a make-whole premium in connection with the early redemption of $500 million of the Senior Notes due May 18, 2026.

Provision for income taxes

The provision for income taxes for the three months ended June 30, 2025 was $14.4 million resulting in an effective tax rate of 24.5 percent. The benefit for income taxes for the three months ended June 30, 2024 was $303.5 million resulting in an effective tax rate of 5,518.2 percent. The change in the effective tax rate from GAAP continuing operations for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily driven by the factors shown in the table below as well as global mix of earnings.

(1) Refer to Note 3 of the Adjusted Earnings Reconciliation table within this section of this Form 10-Q for an explanation of tax adjustments.

(2) In connection with the establishment of a global technology and innovation center in Switzerland, we recorded a net tax benefit of approximately $300 million during the second quarter of 2024. Refer to Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information.

The provision for income taxes for the six months ended June 30, 2025 was $27.9 million resulting in an effective tax rate of 43.8 percent. The benefit for income taxes for the six months ended June 30, 2024 was $304.9 million resulting in an effective tax rate of negative 12,196.0 percent. The change in the effective tax rate from GAAP continuing operations for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 was primarily driven by the factors shown in the table below as well as global mix of earnings.

(1) Refer to Note 3 of the Adjusted Earnings Reconciliation table within this section of this Form 10-Q for an explanation of tax adjustments.

(2) In connection with the establishment of a global technology and innovation center in Switzerland, we recorded a net tax benefit of approximately $300 million during the second quarter of 2024. Refer to Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information.

Discontinued operations, net of income taxes

Our discontinued operations include provisions, net of recoveries, for environmental liabilities and legal reserves and expenses related to previously discontinued operations and retained liabilities.

Discontinued operations, net of income taxes represented income of $23.4 million for the three months ended June 30, 2025 compared to a loss of $2.8 million for the three months ended June 30, 2024. The income during the three months ended June 30, 2025 was the result of a $34.5 million reduction in our required legal reserve due to a decrease in outstanding cases. The activity in the three months ended June 30, 2024 was primarily due to adjustments related to the retained liabilities from our previous discontinued operations.

Discontinued operations, net of income taxes represented income of $16.4 million for the six months ended June 30, 2025 compared to a loss of $15.3 million for the six months ended June 30, 2024. The income during the three months ended June 30, 2025 was the result of a $34.5 million reduction in our required legal reserve due to a decrease in outstanding cases. The activity in the three months ended June 30, 2024 was primarily due to adjustments related to the retained liabilities from our previous discontinued operations.

Net income (loss)

The net income recognized during the period was $67.8 million as compared to net income of $295.2 million in the prior year period. In the second quarter of 2024, we recorded a net tax benefit of approximately $300 million as a result of changes to our corporate entity structure in connection with our plans to establish a global technology and innovation center in Switzerland. In comparison, we recorded a $14.4 million provision for income taxes during the second quarter of 2025. The change in the provision for income taxes as well as increased selling, general and administrative spending contributed to the decrease in net income during the period. Favorability in cost of goods sold as well as lower research and development costs and restructuring costs partially offset the decrease in net income during the second quarter.

The net income recognized during the period was $52.2 million as compared to net income of $292.1 million in the prior year period. For the six months ended June 30, 2024, we recorded a net tax benefit of approximately $300 million as a result of changes to our corporate entity structure in connection with our plans to establish a global technology and innovation center in Switzerland. In comparison, we recorded a $27.9 million provision for income taxes during the six months ended June 30, 2025. The change in the provision for income taxes as well as increased selling, general and administrative spending contributed to the decrease in net income during the period. Favorability in cost of goods sold partially offset the decrease in net income during the six months ended June 30, 2025. Additionally, interest expense and restructuring costs were lower by $14.2 million and $81.5 million, respectively, compared to the prior year period.

The only difference between Net income (loss) and Net income (loss) attributable to FMC stockholders is noncontrolling interest, which period over period is immaterial.

Adjusted EBITDA (Non-GAAP)

The Adjusted EBITDA amounts discussed below for three and six months ended June 30, 2025 and 2024 are reconciled from Net Income (loss) within this Form 10-Q. Refer to our Overview under the section titled"Results of Operations" above.

Adjusted EBITDA of $206.5 million increased $4.8 million, or approximately 2 percent versus the prior year period. The increase was due to favorable costs of approximately 34 percent partially offset by a decrease in price impacting adjusted EBITDA by 18 percent. Adjusted EBITDA was also impacted by a 3 percent decrease due to unfavorable product mix within our core portfolio. Foreign exchange headwinds of resulted in a decrease of 11 percent.

Six Months Ended June 30, 2025 vs 2024

Adjusted EBITDA of $326.2 million decreased $36.1 million, or approximately 10 percent versus the prior year period. The decrease was due to unfavorable pricing impacting adjusted EBITDA by 32 percent as well as a 3 percent decrease due to unfavorable product mix within our core portfolio. Costs were a tailwind of 36 percent as favorability in cost of goods sold more than offset increased investment in selling, general and administrative costs and research and development costs. Foreign exchange headwinds resulted in a decrease to adjusted EBITDA of 11 percent.

For 2025, full year Adjusted EBITDA is expected to be in the range of $870 million to $950 million, an increase of 1 percent at the midpoint versus 2024 results. Although we provide a forecast for Adjusted EBITDA, a Non-GAAP financial measure, we are not able to forecast the most directly comparable measure calculated and presented in accordance with U.S. GAAP. See note 1 to our 2025 Outlook Update within this section of the Form 10-Q.

LIQUIDITY AND CAPITAL RESOURCES

As a global agricultural sciences company, we require cash primarily for seasonal working capital needs, capital expenditures, and return of capital to shareholders. We plan to meet these liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility as well as other liquidity facilities, and in certain instances access to debt capital markets. We believe our strong financial standing and credit ratings will ensure adequate access to the debt capital markets on favorable conditions.

Cash

Cash and cash equivalents at June 30, 2025 and December 31, 2024, were $438.2 million and $357.3 million, respectively. Of the cash and cash equivalents balance at June 30, 2025, $401.2 million was held by our foreign subsidiaries. We have established plans to repatriate cash from certain foreign subsidiaries with minimal tax on a go forward basis. Other cash held by foreign subsidiaries is generally used to finance subsidiaries’ operating activities and future foreign investments. See Note 11 to the consolidated financial statements included within our 2024 Form 10-K for more information on our indefinite reinvestment assertion.

Outstanding debt

At June 30, 2025, we had total debt of $4,163.3 million as compared to $3,365.3 million at December 31, 2024. Total debt included $3,270.0 million and $3,027.9 million of long-term debt (excluding current portions of $86.0 million and $76.1 million) at June 30, 2025 and December 31, 2024, respectively. Our short-term debt consists of foreign borrowings and borrowings under our commercial paper program. Foreign borrowings increased from $135.7 million at December 31, 2024 to $201.0 million at June 30, 2025 while outstanding commercial paper increased from $125.6 million at December 31, 2024 to $606.3 million at June 30, 2025. We provide parent-company guarantees to lending institutions providing credit to our foreign subsidiaries. See Note 9 and Note 18 in the consolidated financial statements included in this Form 10-Q for further details.

On May 27, 2025, the Company completed the sale of $750.0 million aggregate principal amount of 8.45% Subordinated Notes due November 1, 2055. The Company used the net proceeds from this offering to redeem $500.0 million of the senior notes due May 18, 2026 and for general corporate purposes. The Company paid a make-whole premium of $3.3 million in connection with the early redemption of the senior notes, which is recorded within "Non-operating pension, postretirement and other charges (income)" on the consolidated statement of income (loss). Fees incurred to secure the Subordinated Notes have been deferred and will be amortized over the terms of the arrangement.

As of June 30, 2025, we were in compliance with all of our debt covenants. We remain committed to solid investment grade credit metrics.

Access to credit and future liquidity and funding needs

At June 30, 2025, our remaining borrowing capacity under our credit facility was $1,183.6 million. Our commercial paper program allows us to borrow at rates generally more favorable than those available under our credit facility. At June 30, 2025, we had $606.3 million commercial paper borrowings under the commercial paper program. At June 30, 2025, the average effective interest rate on the borrowings was 5.2 percent. Our commercial paper balances fluctuate from year to year depending on working capital needs. Based on cash generated from operations, our existing liquidity facilities, which includes the revolving credit agreement with the option to increase capacity up to $2.75 billion, and our continued access to debt capital markets, we have adequate liquidity to meet any of the company's debt obligations in the near term including any current portion of long-term debt.

Working Capital Initiatives

We offer to a select group of suppliers a voluntary supply chain finance program as part of our continued efforts to improve our working capital efficiency. We do not believe that changes in the availability of the supply chain finance program would have a significant impact on our liquidity. See Note 18 for more information on the key terms and balances of the program.

From time to time, the Company may sell receivables on a non-recourse basis to third-party financial institutions. These sales are normally driven by specific market conditions, including, but not limited to, foreign exchange environments, customer credit management, as well as other factors where the receivables may lay. See Note 5 for more information on receivables factoring.

Statement of Cash Flows

Cash provided (required) by operating activities of continuing operations was $(479.1) million and $149.3 million for the six months ended June 30, 2025 and 2024, respectively.

The table below presents the components of net cash provided (required) by operating activities of continuing operations.

(1)Both periods include the impacts of seasonality and the receivable build intrinsic in our business. The change in cash flows related to trade receivables in 2025 was driven by timing of collections. Collection timing is more pronounced in certain countries such as Brazil where there may be terms significantly longer than the rest of our business. Additi onally, timing of collection is impacted as amounts for both periods include carry-over balances remaining to be collected in Latin America, where collection periods are measured in months rather than weeks. During the six months ended June 30, 2025, we collected approximately $402.3 million of receivables in Brazil.

(2)Advance payments are primarily within North America and these payments are received in the fourth quarter of each year and recorded as deferred revenue on the balance sheet at December 31. Revenue associated with advance payments is recognized, generally in the first half of each year, as shipments are made and transfer of control to the customer takes place.

(3)These rebates are primarily associated within North America, and to a lesser extent Brazil, and in North America generally settle in the fourth quarter of each year given the end of the respective crop cycle.

(4)Changes in inventory reflect the higher inventory build required during 2025 to meet current year demand compared to the 2024 period which continued to be impacted by a lower sales outlook as a result of the channel destocking.

(5)The 2025 change in cash flows was driven by the timing of payments made to suppliers and vendors. As of June 30, 2025, approximately 98% of our accounts payable balance was considered current, which we define as outstanding less than 30 days past the invoice due date. In accordance with our standard terms, invoices are held for payment when there is an open dispute with the vendor. The remaining balance of accounts payable primarily consists of invoices that meet this criterion.

(6)Changes in all periods presented primarily represent timing of payments associated with all other operating assets and liabilities.

(7)For additional detail on restructuring and other charges activities, see Note 8.

(8)The amounts represent environmental remediation spending at our operating sites which were recorded against pre-existing reserves, net of recoveries. Refer to Note 11 for more details.

(9)There were no voluntary contributions to our U.S. qualified defined benefit plan, which is slightly over funded, for the six months ended June 30, 2025 and 2024.

(10)Cash paid for interest, net was lower during 2025 primarily due to lower commercial paper balances outstanding during the comparative periods as well as lower interest rates.

(11)Amounts shown in the chart represent net payments of our continued operations.

Cash provided (required) by operating activities of discontinued operations was $(29.7) million and $(18.9) million for the six months ended June 30, 2025 and 2024, respectively.

Cash required by operating activities of discontinued operations is directly related to environmental, other postretirement benefit liabilities, self-insurance, long-term obligations related to legal proceedings and historical restructuring activities. Discontinued operations for the six months ended June 30, 2024 includes cash proceeds, net of fees of $18.0 million received as the result of an insurance settlement for retained legal reserves.

Cash provided (required) by investing activities of continuing operations was $(51.4) million and $(39.6) million for the six months ended June 30, 2025 and 2024, respectively.

Cash required by investing activities of continuing operations increased during the six months ended June 30, 2025 compared to the same period in the prior year primarily due to timing of payments related to capital expenditures.

Cash provided (required) by financing activities of continuing operations was $628.7 million and $84.7 million for the six months ended June 30, 2025 and 2024, respectively.

Cash provided by financing activities of continuing operations increased during the six months ended June 30, 2025, compared to the same period in the prior year primarily due to the proceeds of $750 million from the Subordinated Notes as well as higher commercial paper balances. The increase was partially offset by the redemption of $500 million of senior notes and financing fees associated with the issuance of the Subordinated Notes. There were no share repurchases during the six months ended June 30, 2025 and 2024 under the publicly announced program.

Free Cash Flow (Non-GAAP)

We define free cash flow, a Non-GAAP financial measure, as all cash inflows and outflows excluding those related to financing activities (such as debt repayments, dividends, and share repurchases) and acquisition related investing activities. Additionally, in 2024, free cash flow excludes the proceeds, net of transaction costs, from the sale of our Global Specialty Solutions ("GSS") business. Therefore, our calculation of free cash flow will almost always result in a lower amount than cash from operating activities from continuing operations, the most directly comparable U.S. GAAP measure. However, the free cash flow measure is consistent with management's assessment of operating cash flow performance and we believe it provides a useful basis for investors and securities analysts about the cash generated by routine business operations, including capital expenditures, in addition to assessing our ability to repay debt, fund acquisitions including cost and equity method investments, and return capital to shareholders through share repurchases and dividends.

Our use of free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under U.S. GAAP. First, free cash flow is not a substitute for cash provided (required) by operating activities of continuing operations, as it is not a measure of cash available for discretionary expenditures since we have non-discretionary obligations, primarily debt service, that are not deducted from the measure. Second, other companies may calculate free cash flow or similarly titled Non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of free cash flow as a tool for comparison. Additionally, the utility of free cash flow is further limited as it does not reflect our future contractual commitments and does not represent the total increase or decrease in our cash balance for a given period. Because of these and other limitations, free cash flow should be considered along with cash provided (required) by operating activities of continuing operations and other comparable financial measures prepared and presented in accordance with U.S. GAAP.

The table below presents a reconciliation of free cash flow from the most directly comparable U.S. GAAP measure:

FREE CASH FLOW RECONCILIATION

(1)Includes cash payments made in connection with our Project Focus transformation program of $70.6 million and $63.5 million for the six months ended June 30, 2025 and 2024, respectively.

(2)Components of cash provided (required) by investing activities of continuing operations. Refer to the below discussion for further details.

(3)Included in the amounts is cash spending associated with contract manufacturers of $2.7 million for the six months ended June 30, 2024.

(4)Refer to the above discussion for further details.

(5)Free cash flow is defined as cash provided (required) by operating activities of continuing operations (GAAP) adjusted for spending for capital additions and other investing activities as well as cash provided (required) by discontinued operations and divestiture transaction costs associated with the sale of our GSS business. We believe that this Non-GAAP financial measure provides a useful basis for investors and securities analysts about the cash generated by routine business operations, including capital expenditures, in addition to assessing our ability to repay debt, fund acquisitions and return capital to shareholders through share repurchases and dividends. Our use of free cash flow has limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results under U.S. GAAP.

2025 Cash Flow Outlook

Our cash needs for 2025 include operating cash requirements (particularly working capital, as well as environmental, asset retirement obligation, and restructuring spending), capital expenditures, as well as mandatory payments of debt and dividend payments. We plan to meet our liquidity needs through available cash, cash generated from operations, commercial paper issuances and borrowings under our committed revolving credit facility. At June 30, 2025, our remaining borrowing capacity under our credit facility was $1,183.6 million.

We expect 2025 free cash flow (Non-GAAP) to fall within a range of approximately $200 million and $400 million. The expected decrease in this measure at the midpoint is primarily the result of our expectation of a normalization of working capital after the pronounced correction in 2024. Refer to the note to our "2025 Outlook Update" for further discussion regarding our ability to forecast the most directly comparable measures calculated and presented in accordance with U.S. GAAP.

Key cash requirements included in cash provided (required) by operating activities of continuing operations

Pension

We do not expect to make any voluntary cash contributions to our U.S. qualified defined benefit pension plan in 2025. The plan is slightly over funded and our portfolio is comprised of 100 percent fixed income securities and cash. Our investment strategy is a liability hedging approach with an objective of maintaining the funded status of the plan such that the funded status volatility is minimized and the likelihood that we will be required to make significant contributions to the plan is limited.

Environmental

Projected 2025 spending, net of recoveries includes approximately $35 million to $45 million of net environmental remediation spending for our sites accounted for within continuing operations. Environmental obligations for continuing operations primarily represent obligations at shut down or abandoned facilities within businesses that do not meet the criteria for presentation as discontinued operations.

Projected 2025 spending, net of recoveries includes approximately $40 million to $50 million of net environmental remediation spending for our discontinued sites. These projections include spending as a result of a settlement reached in 2019 at our Middleport, New York site of $10 million maximum per year, on average, until the remediation is complete.

Total projected 2025 environmental spending, inclusive of sites accounted for within both continuing operations and discontinued sites, is expected to be in the range of approximately $75 million to $95 million.

Restructuring and asset retirement obligations

We expect to make payments of approximately $70 million to $90 million in 2025, which primarily relates to Project Focus activities. 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. We expect cash payments of approximately $150 million to be paid in association with contract abandonment activities executed under the program. The first of these annual payments was paid during the first quarter of 2025, which is included in the restructuring range disclosed above, and the remaining payments will be made over the next several years. The estimate also includes, but is not limited to, costs needed to transition various activities to Switzerland in order to realize the benefits associated with tax incentives awarded to the Company, employee severance and related benefit costs, and consulting and other professional service fees. We have implemented substantially all the activities associated with the plan and expect the plan to be complete by the end of 2025. However, we may incur additional asset write-off charges and other exit and disposal costs should additional activities be implemented under the restructuring program. The Company achieved $165 million in cost benefits in 2024 and the targeted annual run-rate savings is more than $225 million by the end of 2025 from the program once fully implemented, which is expected by the end of 2025.

Capital additions and other investing activities

Projected 2025 capital expenditures are expected to be in the range of approximately $105 million to $115 million. The spending is mainly driven by investments for our new products.

Share repurchases

Except for purchases associated with our equity compensation plans, we do not anticipate any share repurchases during 2025 in compliance with the amendments to the Company's credit agreement. See Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding the Company's publicly announced repurchased program authorized in February 2022.

Dividends

During each of the six months ended June 30, 2025 and June 30, 2024, we paid dividends of $145.5 million and $145.2 million, respectively. On July 17, 2025, we paid dividends totaling $72.8 million to our shareholders of record as of June 30, 2025. 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.

Commitments and Contingencies

See Note 18 to the consolidated financial statements included in this Form 10-Q.

Contractual Commitments

Information related to our contractual commitments at December 31, 2024 can be found within Part II, Item 7 of our 2024 Form 10-K. There have been no significant changes to our contractual commitments during the six months ended June 30, 2025.

Climate Change

A detailed discussion related to climate change can be found in Part II, Item 7 of our 2024 Form 10-K.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Fair Value Measurements

See Note 17 to the consolidated financial statements in this Form 10-Q for additional discussion surrounding our fair value measurements.

DERIVATIVE FINANCIAL INSTRUMENTS AND MARKET RISKS

Our earnings, cash flows, and financial position are exposed to market risks relating to fluctuations in commodity prices, interest rates, and foreign currency exchange rates. Our policy is to minimize exposure to our cash flow over time caused by changes in commodity, interest, and currency exchange rates. To accomplish this, we have implemented a controlled program of risk management consisting of appropriate derivative contracts entered into with major financial institutions.

The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market rates and prices. The range of changes chosen reflects our view of changes that are reasonably possible over a one-year period. Market-value estimates are based on the present value of projected future cash flows considering the market rates and prices chosen.

At June 30, 2025, our financial instrument position was a net liability of $49.3 million compared to a net asset of $34.1 million at December 31, 2024. The change in the net financial instrument position was primarily due to fluctuations in our foreign exchange portfolios.

Since our risk management programs are generally highly effective, the potential loss in value for each risk management portfolio described below would be largely offset by changes in the value of the underlying exposure.

Commodity Price Risk

Energy costs are diversified among electricity and natural gas. We may attempt to mitigate our exposure to increasing energy costs by hedging the cost of future deliveries of natural gas and electricity by entering into physical and financial derivative contracts. To analyze the effect of changing energy prices, we perform a sensitivity analysis in which we assume an instantaneous 10 percent change in energy market prices from their levels at June 30, 2025 and December 31, 2024, with all other variables (including interest rates) held constant. As of June 30, 2025 and December 31, 2024, we had no open commodity contracts, and, as a result, there was no sensitivity analysis performed over commodity price risk for the periods presented.

Foreign Currency Exchange Rate Risk

The primary currencies for which we have exchange rate exposure are the U.S. dollar versus the Euro, the Chinese yuan, the Brazilian real, Mexican peso, and the Argentine peso. Foreign currency debt and foreign exchange forward contracts are used in countries where we do business, thereby reducing our net asset exposure. Foreign exchange forward contracts are also used to hedge firm and highly anticipated foreign currency cash flows.

To analyze the effects of changing foreign currency rates, we have performed a sensitivity analysis in which we assume an instantaneous 10 percent change in the foreign currency exchange rates from their levels at June 30, 2025 and December 31, 2024, with all other variables (including interest rates) held constant.

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 June 30, 2025 and December 31, 2024, we had no outstanding interest rate swap contracts, and, as a result, there was no sensitivity analysis performed over interest rate risk for the periods presented.

Our debt portfolio, at June 30, 2025, is composed of 81 percent fixed-rate debt and 19 percent variable-rate debt. The variable-rate component of our debt portfolio principally consists of borrowings under our Credit Facility, commercial paper program, and amounts outstanding under foreign subsidiary credit lines. Changes in interest rates affect different portions of our variable-rate debt portfolio in different ways.

Based on the variable-rate debt in our debt portfolio at June 30, 2025, a one percentage point increase in interest rates then in effect would have increased gross interest expense by $4.0 million and a one percentage point decrease in interest rates then in effect would have decreased gross interest expense by $4.0 million for the six months ended June 30, 2025.

REGULATION FD DISCLOSURES

The Company’s investor relations website, located at https://investors.fmc.com, should be considered as a recognized channel of distribution, and the Company may periodically post important information to the web site for investors, including information that the Company may wish to disclose publicly for purposes of complying with the federal securities laws and our disclosure obligations under the SEC's Regulation FD. We encourage investors and others interested in the Company to monitor our investor relations website for material disclosures. Our website address is included in this Form 10-Q as a textual reference only and the information on the website is not incorporated by reference into this Form 10-Q.