FMC Q3 2026 Earnings Call Transcript

FMC (NYSE:FMC) reported third-quarter financial results on Friday. The transcript from the company’s third-quarter earnings call has been provided below.

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Summary

FMC Corporation reported a significant third-quarter EBITDA impact of $672 million due to commercial actions addressing channel inventory issues, with a transition to a new pricing model in North America resulting in a $500 million charge.

The company’s third-quarter revenue was $106 million, heavily impacted by the commercial actions, with underlying sales excluding India at $745 million, below original guidance due to lower-than-expected volumes.

Fourth-quarter guidance anticipates revenue between $1.04 billion and $1.14 billion, reflecting flat year-over-year growth at the midpoint, with adjusted EBITDA expected between $210 million and $230 million, a 22% decline from the prior year.

FMC plans to reduce its cost structure through manufacturing changes and streamline operations, with expectations of adjusted EBITDA for 2027 ranging from $650 million to $730 million, signaling a potential financial recovery.

Management highlighted strategic pricing actions, inventory adjustments in key markets, and the transition to a simpler pricing structure to enhance competitiveness and improve cash flow.

The company expects to complete the sale of its India business and a Delaware site sale-leaseback by year-end, aiming to end 2026 with net debt of approximately $3.1 billion.

Full Transcript

OPERATOR

Ladies and gentlemen, thank you for joining us and welcome to the third quarter 2026 earnings call for FMC Corporation. This event is being recorded and all participants are currently in listen-only mode. After today’s prepared remarks, we will host a question-and-answer session. If you would like to ask a question, please press Star 1 to raise your hand. To withdraw your question, press Star-Star 1 again. Should you experience difficulties during today’s call, please signal a conference specialist by pressing Star 0.

I will now hand the conference over to Mr. Kurt Brooks, Director of Investor Relations for FMC Corporation. Please go ahead.

Kurt Brooks (Director of Investor Relations)

Good morning and welcome to FMC Corporation’s 2026 third quarter earnings call. Today’s prepared remarks will be provided by Pierre Brandeau, Chairman, Chief Executive Officer and President, and Andrew Sandifer, Executive Vice President and Chief Financial Officer. After prepared comments, we will take questions. Our earnings release and today’s slide presentation are available on the FMC Investor Relations website and the prepared remarks from today’s discussion will be made available after the call.

Let me remind you that today’s presentation and discussion will include forward-looking statements that are subject to various risks and uncertainties concerning specific factors including but not limited to those factors identified in our earnings release and in our filings with the Securities and Exchange Commission. Information presented represents our best judgment based on today’s understanding. Actual results may vary based on these risks and uncertainties.

Today’s discussion and the supporting materials will include references to adjusted EPS, adjusted EBITDA, free cash flow, organic revenue growth and revenue excluding India, all of which are non-GAAP financial measures. Please note that as used in today’s discussion, earnings means adjusted earnings, EBITDA means adjusted EBITDA and sales refers to sales excluding India. A reconciliation and definition of these terms as well as other non-GAAP financial terms to which we may refer during today’s conference call are provided on our website.

With that, I will now turn the call over to Pierre.

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Thank you, Kurt. Today I want to spend most of my time on the commercial actions we announced on October 15, why we decided to take them and what they mean for the business going forward. I’ll then walk through our third quarter results in more detail and a forward outlook. First, some brief context on the quarter. Our underlying performance was below our expectations before considering the impact of the commercial actions. Through the early part of September, third quarter performance was tracking broadly in line. However, during the final weeks of the quarter, channel customers in several key markets sharply reduced replenishment orders as they sought to close the season with lower inventory levels. Given the importance of September to Q3 results, the impact on sales was significant, but the underlying shortfall does not explain the magnitude of the actions we announced on October 15.

Apart from weaker demand, there is a second issue which is having an outsized impact on the business. In response to high financing costs, the perception of import supply and demand uncertainty, channel customers are seeking to hold the lowest inventory values we have ever seen for FMC. This creates a specific constraint for two reasons. First, our North America business model has been based on a higher gross price followed by significant rebates.

As a result, the gross invoice price carried in customers’ inventory can remain above the expected net price until those rebates are earned and paid. Second, some customers are holding FMC products that entered the channel at prices above current market levels. These products were sold on different cost structures, competitive conditions and levels of patent protection. The elevated price of these products can delay their movement downstream to growers.

Both reasons increase the value of FMC inventory held by customers. This limits customers’ ability or willingness to place orders across the FMC portfolio. To address this issue, we are taking two actions to reduce the value of their FMC channel inventory. These actions are resulting in a third quarter EBITDA impact of $672 million. First, we are transitioning the North America business model to a framework that brings the upfront price closer to the expected net price. This change resulted in approximately a $500 million charge in the third quarter. This is a non-cash charge which does not change future cash obligations.

This charge related to the first commercial actions consists of two components. The first and larger component reflects pricing and rebate adjustments associated with the transition to the new model. Under the previous model, fourth quarter sales would have continued at a higher gross price with high rebates paid after the end of the crop season. Since we moved to the new model on October 1, which is the start of the North America ag season, that same gross price and rebate cycle will not continue in the fourth quarter.

As a result, the remaining adjustments associated with the recently completed crop season were recognized in the third quarter. The second component reflects adjustments needed to bring inventory already in the North America channel from the higher gross price closer to the post-rebate net price. The new model is expected to materially reduce the volatility associated with future rebate payments. It should also provide a simpler pricing structure for FMC and our customers while allowing those customers to manage the value of their FMC inventory more closely with the current market conditions. In addition, bringing the upfront price closer to the expected net price should make it easier for customers to position FMC products competitively against generic alternatives downstream.

The second commercial action we are taking is to reduce the price of select high-priced products held by channel customers in Brazil, Argentina, the US and Canada. These adjustments are intended to bring the value of that inventory closer to FMC’s current pricing. To be clear, we are only adjusting the value of high-priced products already in the channel. Our objective is to support movement of these affected products downstream to growers and remove a constraint on future replenishment of FMC products.

These actions represent the remaining approximately $175 million EBITDA impact and apply to select products sold into the channel since 2023. It is the only component of the total charge that is expected to reduce future cash collection. These pricing adjustments will be booked against accounts receivable or via pricing credits on new orders. We have managed these higher-priced products in the channel as part of our ongoing business operations, expecting to bring down their pricing incrementally over time. After assessing third quarter results, the industry outlook and the need to change our North America business model, it became clear at that time that more comprehensive actions were needed given the priority customers are placing on holding very low inventory values. We have spent the past several years making significant changes to the company.

We have lowered cost, changed our manufacturing footprint, generated significant proceeds to support our balance sheet and advanced new product to market. Allowing this inventory issue to continue constraining the business would limit our ability to fully realize the benefits of that work. Therefore, we have decided to address the issue more comprehensively now. The faster products move downstream to growers, the quicker we can start to realize the benefit of our current competitive pricing.

Moreover, the manufacturing changes underway across our legacy portfolio are expected to further improve our cost position and our ability to compete. While the final impact of these actions is reflected in the third quarter results, implementation is just beginning. Discussions with customers are taking place now and we expect the transition to occur over the next three quarters. Initial customer feedback has been very positive and reinforces our view that these actions address an important commercial constraint. The priority is now on implementing them in a disciplined and structured way.

With that context, let me turn to third quarter results outlined on slides 4, 5 and 6. Third quarter revenue was $106 million, including approximately $639 million of impact from the commercial actions. Excluding the commercial actions and India, underlying sales were $745 million. This was below the low end of our original guidance due to lower-than-expected volumes. Price was a year-on-year headwind including the effect of strategic pricing actions for products which have recently lost IP protection.

Third quarter adjusted EBITDA was negative $559 million including approximately $672 million associated with the commercial actions. Excluding those actions, underlying EBITDA was $113 million. This was below the low end of original guidance as weaker-than-expected volumes were partially offset by better-than-expected costs. Adjusted earnings per share were negative $4.41, which was well below our initial guidance due mainly to the impact from the commercial actions.

Turning now to slide 7 for updated fourth quarter outlook. We expect the challenging market conditions that we observed in the third quarter to continue. This includes trend grower margins, a highly competitive market and demand uncertainty in multiple regions stemming from potential El Niño impact. We are guiding fourth quarter revenue between $1.04 billion and $1.14 billion, which is about flat versus prior year at the midpoint as volume growth is offset by a high single-digit price decline.

The pricing headwind is mostly driven by strategic pricing actions, thus transitioning to the post-patent phase. Higher volumes are expected to be driven by increased direct-to-grower sales in Brazil, growth of new products and more competitive FMC pricing. Adjusted EBITDA is expected to be between $210 million and $230 million, a decline of 22% versus the prior year. Lower pricing and an FX headwind are expected to be partially offset by higher volume and favorable costs.

This is lower than prior Q4 guidance due mainly to an increase in the pricing headwind. Adjusted earnings per share is expected to be between $0.56 and $0.70. I will now turn the call over to Andrew.

Andrew Sandifer (Chief Financial Officer)

Thanks, Pierre. I’ll start this morning with some income statement items. Third quarter sales reflect a minor FX tailwind with favorability from the Brazilian real partially offset by modest strengthening of several EMEA currencies. FX was a modest headwind in EBITDA due to shifts in currency values versus how we were hedged. Looking forward to the rest of the year, we expect a similar profile: a minor FX tailwind at revenue combined with a modest FX headwind at EBITDA.

Third quarter interest expense of $73.6 million was up $9 million versus the prior year period, with the impact of financing activity earlier in the year only partially offset by lower foreign borrowing and higher interest income. We expect full year 2026 interest expense to be in the range of $270 to $280 million, up approximately $35 million versus the prior year at the midpoint due to the impacts of the recent financing activity, partially offset by lower foreign interest expense.

We continue to expect depreciation and amortization for full year 2026 to be between $160 and $170 million. There were several extraordinary charges in the third quarter. In the third quarter, we took charges of $639 million against revenue and $672 million against EBITDA stemming from the commercial actions that Pierre described a few moments ago. These charges impact both GAAP and adjusted metrics. As reported, there are two additional charges that impact our GAAP earnings this quarter that are excluded from our adjusted metrics.

Consistent with our non-GAAP reporting policy, we recorded non-cash adjustments of approximately $809 million to deferred tax assets in the United States and Switzerland, as well as a non-cash impairment charge against our indefinite-lived intangible assets related to our renaxapir business of $288 million. These charges reflect revised expectations regarding future operating results and cash flows that reduce the book value of these assets. As a result of the commercial charges and expected negative reported earnings before tax for full year 2026, we now expect a full-year effective tax rate on adjusted earnings of 12% to 14%.

The effective tax rate on adjusted earnings through the third quarter is now 13%, in the midpoint of this range. Moving next to free cash flow in Slide 8, free cash flow in the third quarter was negative $18 million, $214 million better than the prior year period. Significantly lower EBITDA, in part due to the commercial action charges, was more than offset by working capital improvement. Free cash flow before restructuring was modestly positive after considering the $23 million in cash restructuring spending in the quarter. In light of year-to-date performance and the conditions that led to our taking the commercial actions discussed, we’ve updated our outlook for free cash flow for 2026.

We now expect full year 2026 free cash flow to be in the range of negative $350 to negative $150 million. This change in outlook for free cash flow is driven by several factors including lower-than-previously-expected Q3 results, lower-than-previously-expected Q4 EBITDA outlook, lower collections in Q4, and somewhat higher restructuring spending. We traditionally receive large advance payments from customers, particularly in the United States, during the fourth quarter.

Our free cash flow forecast assumes similar levels of customer prepayments as in 2025. Further, our full year free cash flow guidance includes an expected $180 million in restructuring spending. Therefore, free cash flow before restructuring is expected to be negative $170 to positive $30 million. Moving next to the balance sheet, leverage and liquidity, we ended the third quarter with gross debt of approximately $4.2 billion, up $103 million from year-end 2025. Cash on hand increased $259 million to $736 million. This resulted in net debt of approximately $3.4 billion, $48 million lower than at year-end 2025. Cash and net debt this quarter reflect the $403 million equity investment by Tessenderlo Group that closed on September 23rd. With this investment, Tessenderlo Group now owns approximately 20% of FMC’s outstanding common stock.

We were in compliance with all covenants at September 30th. Covenant EBITDA is calculated differently from reported adjusted EBITDA, and the definition allows charges like the commercial action charges taken in the third quarter to be added back for covenant purposes. Secured debt to covenant EBITDA was 1.4 times, well below the 3.5 times covenant limit. Interest coverage was 2.3 times, above the minimum 2.0 times, and while total debt to covenant EBITDA is not formally measured for the third quarter, this metric would have been 6.1 times as compared to the 6.75 times covenant limit that will be reinstated at December 31, 2026.

We continue to make good progress on the two transactions we expect to close in the fourth quarter, both of which will generate additional cash proceeds. The sale of our India business remains on track for a planned December 1st close, and the sale-leaseback of our Delaware site is also expected to close by year end. Cash and debt at September 30 reflect the proceeds from the Rumisoxen licensing deal and the Tessenderlo Group equity investment. Assuming the India and Delaware transactions close in the fourth quarter as expected, and considering our updated outlook for free cash flow, we expect to end 2026 with net debt of approximately $3.1 billion with no outstanding revolver balance. At this level of debt and guided EBITDA, we expect to remain in compliance with all covenants at year end. Further, we expect to remain in compliance with all covenants through 2027. We have a solid liquidity position supported by meaningful cash on hand and available borrowing capacity under our facilities.

We are confident this positions us well to meet the needs of the business while the commercial actions take effect. We will prioritize liquidity and, as such, we intend to largely self-finance the seasonal working capital build in the first half of 2027. And with that, I’ll hand the call back to Pierre.

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Thank you, Andrew. Before I close and following Andrew’s comments on the Tessenderlo Group investments, I want to formally welcome Luc Tack, CEO of Tessenderlo Group, to our Board of Directors. We look forward to working with him. The commercial actions we discussed earlier are directly connected to our four operational priorities but do not represent a change in our strategy. Instead, they enable their implementation and form the basis for how we are thinking about performance in 2027 and 2028. With that as a backdrop, let me provide some preliminary perspective on these two years. We will provide formal 2027 guidance and additional perspective on 2028 in February. At that point, planning will be complete, and we’ll have had the time to assess how quickly commercial actions are taking effect.

For today, I want to share the preliminary ranges reflected in our current planning. We expect 2027 to mark the beginning of a financial inflection for FMC. Sales of the new active ingredients are expected to increase, led mainly by Fluent Appeer, where we have new registrations pending in six new countries, along with continued expansion in existing markets. Potential derogations for Isoflex in Spain, France, and Belgium will also contribute to growth of new actives.

In addition, differentiated Renaixapia formulation and mixtures are also expected to support the branded portfolio. The benefits of the commercial actions should build over the year as FMC products move more quickly through the channel. These actions will lower our cost by reducing product return and rework. In addition, we expect partial-year benefits from our ongoing manufacturing changes weighted toward the second half of the year. Together, these actions are expected to support improved competitiveness and growth across the portfolio. As part of a manufacturing footprint redesign, sales FTL manufacturing will move to one of our low-cost manufacturing sites. While this will negatively impact 2027 partner sales as cost reductions flow through cost-plus arrangements, the much larger brand business will benefit from the lower cost base. Based on our preliminary planning, we currently see 2027 adjusted EBITDA of at least $650 million and as much as $730 million.

We recognize this is a broad range. Where we’ll end within it will depend on how quickly the commercial actions we discussed today improve the flow of our products through the channel to growers. Looking ahead to 2028, we expect a greater contribution from the same drivers described for 2027. The transition associated with the commercial actions is expected to be largely complete, and the new manufacturing footprint should be delivering a broader cost benefit across the core portfolio for the full year. Growth from new active ingredients is expected to accelerate further through the continued expansion of Fluent Appeer with increased contribution from Isoflex and Dutylegs.

Isoflex is expected to gain key registrations in Europe, and Dutylex in Brazil and Asia during 2028. We also expect the first launch of Ringisoxephen. The headwind from diamide partner contracts is expected to be much smaller, as shown on Slide 10. These factors are expected to support a stronger growth and earnings profile for FMC. Based on our preliminary planning, we currently expect 2028 adjusted EBITDA of approximately $760 million to $840 million.

We also expect 2028 to be a year with much stronger cash generation helped by greatly reduced cash restructuring spending. We recognize that confidence in FMC can only be rebuilt through execution and results. Our priorities are clear: complete the commercial actions, protect liquidity, lower the cost of the core portfolio, and continue growing new technologies. With that, we are ready to take your questions.

OPERATOR

We will now begin the question and answer session. Please limit yourself to one question. Should you have additional questions, you can re-enter the queue. To ask a question, please press star one. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster.

Your first question comes from the line of Vincent Andrews with Morgan Stanley. Vincent, please go ahead.

Vincent Andrews (Analyst at Morgan Stanley)

Thank you, and good morning, everyone. Wanted to try to get a sense of what cash flow will look like for 2027, and I guess a couple of things. Andrew, I think you made a comment about what you thought prepayments would be in the fourth quarter, but I wasn’t clear whether you thought they’d be the same as last year or you thought they’d be a lot lower than last year. And then if you could also talk to $175 million from the third quarter actions, the future cash effect of that — is that that you will have to forego cash collection in 2027 or beyond to provide that $175 back to your customers, or is some of that just a write-down of receivables?

And any other bridge items for cash flow next year as well would be helpful, and any sort of sense of how positive it could be would be helpful. Thank you.

Andrew Sandifer (Chief Financial Officer)

Sure. That’s a lot there. I’ll try to see if we can knock that in various pieces. To start with a simple one, our free cash flow guidance for 2026 assumes flat prepays to the prior year, so the same level of customer prepays that we received in 2025. As we look ahead to 2027, obviously EBITDA growth will be a big contributor to the free cash flow prospects. We do have some relatively fixed pieces of our walk from EBITDA to free cash flow, particularly cash interest, cash taxes, legacy expenses, et cetera.

You know, we’re continuing to work through the budget for 2025, so we’re not prepared to give formal guidance on free cash flow today. I would suggest, you know, certainly that there is a continued high level of restructuring spending in 2027, though at a lower level than what we’re experiencing in 2026. You know, we have guided to $180 million roughly of cash spending on restructuring in 2026. It will be lower than that in 2027, but still a meaningful drag on cash flow. You know, at this point in our budgeting process, you know, we believe it’s possible to get to a free cash flow before restructuring that’s break-even, but it would not, you know, at this point it’s going to be premature to give too much of a guidance.

To your specific question around the commercial actions, I’ll give a brief answer here. The 175, which is really adjusting the value of inventory held by customers that was sold under very different market conditions and at much higher prices, that will be executed through credit notes or pricing credits against future orders. Credit notes would reduce the value of accounts receivable that’s not yet been collected, so that is theoretically at least a reduction in future cash flows.

You know, the timing may in fact actually accelerate collection in places where that product may not have moved as quickly, may allow us to bring cash forward more than what it might have without taking those incentives. And in other places where that inventory has been paid for by customers, it would be a pricing credit against future sales. So it just reduces the amount of cash we would receive from customers on those future sales. So over a four to six quarter period, you know, that probably is a cash headwind for the company, but again, there may be some offsets there in terms of collections that would have either been further delayed or potential bad debt write-offs or other issues if that product were not repriced and enabled to move through the channel more quickly. So I don’t personally view that as a 100% cash headwind over the long-term.

OPERATOR

Your next question comes from the line of Salvatore Tiano with KeyBank. Salvatore, please go ahead.

Salvatore Tiano (Analyst at KeyBanc Capital Markets)

Yes, thank you very much. Just want to continue a little bit on the free cash flow. As you said, the 175 is pretty much forgoing receivables. 500, if understood correctly, is the timing. So theoretically, you were going to give these rebates, I believe—correct me if I’m wrong—they are accrued already in your liabilities. It’s just that you’re giving them earlier. So can you tell us in your updated 2, 4—sorry, in your updated 2026 guidance for free cash flow, how much of that 175 million do you assume essentially you’re not getting back this year versus the next few quarters that you said 4–6? And out of the 500 million as well, how much do you think is the hit this year versus next year as it’s brought forward versus, you know, when it was originally supposed to affect your cash flow?

Andrew Sandifer (Chief Financial Officer)

So why don’t we take that in reverse order, and Pierre, certainly jump in anywhere here. On the 500 million, there is no impact to 2026 cash flow. The rebates that we have to pay, cash rebates that we’ll pay in December in the U.S., are earned on sales that our customers made to their customers in the market year from October 1, 2025 to September 30, 2026. The payment of those rebates has always been in our free cash outlook for 2026. There is no change from that action and what we expect to have as cash outflows in 2026.

In 2027, we will be selling at a lower gross price, but we’ll also be paying substantially lower rebates as that difference between the gross price and the net price is much lower. We don’t believe there’s any impact on our cash flow from that change in rebates over the crop year. There may be some timing impacts where historically in North America we would sell, particularly Q4, Q1, Q2; we would collect that—we would sell at a high gross price. Historically, we would collect those sales in the second and third quarters and then we’d pay a very large rebate in the fourth quarter. This year we’ll sell in a similar kind of timing, but we will sell at a lower gross price. So we will collect a lower amount in Q2 and Q3, but we will pay out a substantially lower rebate in Q4 such that by the time we get to Q4 of ’27, we don’t believe there’s really a net impact from that $500 million in rebate charges to the cash of the company.

It does change between quarter to quarter, but not over the crop season. So I think that’s an important thing to understand about the changes in the pricing structure and the rebate in North America.

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Yeah, I think—let me add a comment around how much of the 125 cash leakage could be expected in 2026. It is still a number we are looking at. It is not a large part of the 175 million because, as you can understand, we are at the end of October and we are starting to implement commercial actions now. So we are right now putting in place the plan for the next two weeks to be discussed with the customers. Some of those actions will lead to issuance of credit notes during maybe the second half of November and December to get this process started.

But it is not a very significant amount of the $175 million we are overall expecting to generate as credit notes.

OPERATOR

Your next question comes from the line of Matthew DeYoe with Bank of America. Matthew, please go ahead.

Matthew DeYoe (Analyst at Bank of America)

Morning. You know, Pierre, we get a lot of questions around go-forward revenues and the cost structure of the company, and, like, this may be somewhat of a hard forum for it. But clearly, as sales have come under pressure, some of your overhead costs have ballooned a bit as a percent of revenue, right—maybe not so much on an absolute dollar basis. But if you think about the cost structure of FMC, you know, you shifted from mid-teens SG&A to sales to, you know, over 20%.

So what can you do to address that cost structure from an overhead perspective? I know you’re obviously very focused on the operational side of the business, but from an overhead, obviously what can you do there? And then can FMC still support the same amount of just overall R&D spend that it has, or is that something that you also have to kind of take some measures on to be more efficient?

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Yes. I mean the percentage of SG&A increase versus sales comes more from the decline in sales than increase in SG&A. If you look over the last few years, our SG&A cost has remained in that number roughly flattish, which means we’ve been more than absorbing all of the inflation, which has been significant. We had a cost restructuring in ’24–’25 to eliminate $300 million of SG&A cost. We then had the manufacturing footprint where we have eliminated about 1,000 positions, shut down three plants.

We had another restructuring in September where we’ve eliminated another 50 positions, and we’ve just made a move where we’ve been eliminating among the top hundred positions about 20 to 25 high-compensation. So we are getting to a place where we will not save the performance of the company through future cost saving. That is, it is absolutely vital and that’s central to what we do now. FMC will return to high performance only depending upon our ability to grow. And that’s where, if you look at our strategic peers and the commercial actions we are taking, that is where all of our focus will be. We certainly intend to maintain flat SG&A spend, which means absorbing inflation going forward. That being said, the focus has to be to return to growth in ’27 and ’28. We do believe—we do believe very strongly, and only the next few quarters will prove that—that the actions we are taking are absolutely vital in terms of returning back to growth.

We have a portfolio with a new manufacturing cost which will be cost competitive. We do have new technologies for which we are getting more and more registration. By ’28 we will have three of those products fully commercial. We are going to see the benefit in ’27 and ’28 thanks to the commercial actions of less return, less rework, less of an impact of credit notes. So we have a pretty strong certainty that we are heading in ’27 and ’28 back to growth.

That will obviously result in a decrease of SG&A as a percent of sales. But where I am focused right now after all of the restructuring we’ve done over the last three years is getting the corporation back to growth. And that’s why this last action we took—and I tell you it’s been in my mind for the last month. I just needed a point where I felt there was no other way to move forward to bring back growth to the company—that we took those actions, and they will be vital to go back to growth. So that’s where the focus is.

I think we’ve done a lot in cost structure. Obviously if we do not succeed in growing the top line, then we’re facing another problem. And then you’re right, we’re going to have to look at our infrastructure cost for the company. But right now almost solely focused with the actions we are taking on top line growth, which we believe is very achievable with the last set of actions we have taken, which are very critical. And by the way, to make a comment, I can tell you I was myself with customers over the last few days.

We are meeting with all of our customers. We are preparing plans per customer. It is very, very well received. On the last point you made around R&D, at this stage, R&D is a very solid contributor to growth. We do have four new actives we are bringing on the market. We have multiple products in the pipeline which are very interesting, and we need to keep on accelerating formulation research in the region. I would like to hold R&D spending where it is today. Now, I am not excluding the fact that we might have to think in the future—and maybe the very near future—about R&D with a different model which is all based on partnership.

That is what is more critical today, which is developing single-molecule new actives by yourself as a company might be a story of the past. And in the future I believe we’re going to have to join forces with partners on specific projects to increase the speed of development and reduce the cost.

OPERATOR

Your next question comes from the line of Duffy Fisher with Goldman Sachs. Duffy, please go ahead.

Duffy Fisher (Analyst at Goldman Sachs)

Yeah, good morning, guys. Can we just go back to the $500 million charge? That part of it, roughly what’s the split between the transition to a new pricing model and adjusting the gross price would be question one. And then, two, for each of those transactions, can you walk through the double-entry accounting—basically what happened in Q3, you know, through the P&L, balance sheet, cash flow statement—and then what happens with those going forward?

Andrew Sandifer (Chief Financial Officer)

Hey Debbie, it’s Andrew. Let me take a crack at some of this. Certainly the $500 million charge in the quarter, you know, that splits about 60/40 between the change in the pricing structure, the mechanics itself, versus the change in the gross-to-net price on historic inventory in terms of the flow-through of those items from the income statement to the balance sheet. A big chunk of it goes against accrued rebates. Next biggest piece goes against trade receivables.

And then there’s some minor adjustments to advance payments and current liabilities. But when we publish the more detailed balance sheet and company notes with the 10-Q later today, that’ll be a little more transparent. But those are really the three lines on the balance sheet that are most directly impacted from these charges in Q3. And again, from a Q3 perspective, there’s really no cash impact. These are non-cash charges. The only time that there’s a cash impact is in future periods. And it’s really not related to the $500 million rebate pricing structure change in North America as we just described a few questions ago. It’s much more related to where we’re giving credit notes and pricing adjustments for channel inventory held by customers that was sold at much higher prices and is held in inventory value by our customers at a much higher price.

OPERATOR

Your next question comes from the line of Kevin McCarthy with Vertical Research Partners. Kevin, please go ahead.

Kevin McCarthy (Analyst at Vertical Research Partners)

Yes, thank you for taking my question and good morning. Andrew, maybe a couple for you. With regard to the pending divestiture of your India business, are you still expecting to extract $200 million of working capital in addition to the $252 million transaction value? And then secondly, I’d welcome your thoughts on what you’re baking into your guidance for any foreign exchange-related impacts given the volatility in the Brazilian real post-election.

Andrew Sandifer (Chief Financial Officer)

Yeah, great questions. We’ll start with India. Look, we are currently updating our carrying value for the India held-for-sale business to a fair value of $260 million at the September 30 print date. You will see this in the 10-Q that we file later today. You know, we started the year with a carrying value of about 450. With the gross proceeds that we expect, the terms of the initial sign of the deal, about 250 million, cash collected of about—we’re expecting to collect about 130 million this year before closing.

We’ve collected 115 million in cash year to date from the India business. The difference, the remaining difference, is deal fees, FX, some other frictions that come with executing the transaction. But essentially, we’ve been around a 400 number for the value of that transaction from the beginning, and the headline price plus the cash received. Obviously there’s always frictions with executing a transaction, but we’re still in that same ballpark. So we’re very pleased with progress.

Like I said, we’re on track for the December 1st close. We think we have a very good partner in Crystal Crop in terms of a route to market for our new technology going forward in India. So we think they’re going to be a very, very good partner to work with over the long term in addition to this initial transaction. So very, very excited about that. The trickier part of your question—obviously last weekend’s election in Brazil has caused a bit of a market upset with the BRL. It’s basically, I think from our viewpoint, reversed a strengthening in Brazil with the expectations by polls that the election might go the other way. So for a lot of our planning purposes for 26 and the rest of 27, we were planning at levels pre that run-up. So not a specific headwind that I would point to in our Q4 outlook related to the BRL.

And certainly the current rates factor in very much in the way we’re thinking about 27.

OPERATOR

Your next question comes from the line of Lucas Beaumont with UBS. Lucas, please go. Lucas, a reminder just to unmute locally. Your next question comes from the line of Laurent Favre with BNP Paribas. Laurent, go ahead.

Laurent Favre (Analyst at BNP Paribas)

Yes, hi, good morning. I’d like to go back to, I guess, that 2027 early look that you provided and more thinking about the industry backdrop. So wondering how you’ve been sort of penciling in price against variable costs. I understand you will have benefits on manufacturing costs, but I would have assumed that the disruptions related to the Middle East would start to show up in the variable cost, in the inflation side. Are you assuming you get pricing back into positive territories in 27?

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Let me take this opportunity, Laurent, to give you an overall view of how we think about 27. Just to break it down along the line of the way we describe the company. We believe core business should be back to growth, even at a low level, because we will not yet be benefiting for the full year from the manufacturing cost. Today there is some level of inflation of raw materials, but for some reason it is not a number which is dramatically impacting manufacturing cost.

It is to some extent, but it is not a big driver. So when we look at our business, the core business will be growing in the low single digit, mostly driven for us by a normalized channel with the commercial actions we are taking, and we continue to grow our direct sales in Brazil, and that includes pricing into the equation but not expecting a major cost increase from raw material. Then we’re looking at the growth platform. I think it’s going to be up in the mid-teens, and that is driven by new active ingredients, which we believe will be growing 50%, mostly driven by flu in that year.

And then when you look at cost, much more important than inflation cost on raw material, we’re expecting a very significant decrease of cost because of the fact we would have cleaned up the channel inventory. We’re going to have way less return of product—which we’ve been getting over the last few years, which impacts top line. We will be getting obviously less rework to do when we receive those products. And, of course, with the actions we have taken, way less impact of credit notes.

If you think about cost of the corporation, that is going to have much cost—and even supply—and much more, much greater impact than the inflation we are seeing today with the Strait of Hormuz situation.

OPERATOR

Your next question.

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Let me finish with one single comment, maybe to guide you toward the EBITDA. If you take the three comments I made around core, around growth, and the improvement linked to the change of the channel and the lower cost, we’ve applied to those three and we’ve quantified each of those three and applied in EBITDA in the 18 to 19%, and that is what is driving us to the kind of range we are giving for 27.

OPERATOR

Your next question comes from the line of Lawrence Alexander with Jefferies. Lawrence, please go ahead.

Lawrence Alexander (Analyst at Jefferies)

So, good morning. So just to clarify one of the comments about the core business: when you say it’s back to growth, is your intention for 27 and 28 that both volume and price will be net positive, or will it be back to growth in the sense of volumes are positive but net price is probably negative, or negative relative to inflation, and you’re making up for that elsewhere in the portfolio?

Pierre Brandeau (Chairman, Chief Executive Officer and President)

So the first one. We’re impacting that the price/volume will be a net positive for us, and even greater in 28 where we will have a full-year impact of the new manufacturing footprint.

OPERATOR

Your next question comes to the line of Lucas Beaumont with UBS. Lucas, please go ahead.

Lucas Beaumont (Analyst at UBS)

Hi, thanks. Can you hear me now? Thanks. Yeah, I just wanted to follow up on the free cash flow. So, I mean, the year you sort of reduced the outlook by 400 million—there seems like maybe 70 million of that is kind of associated with the cut to the second half EBITDA. Can you kind of just walk us through the buckets of what the rest is back in there, please? Thanks.

Andrew Sandifer (Chief Financial Officer)

Yeah, so if we look at the full-year cash flow outlook versus our prior guide, certainly it starts with the reduction in EBITDA. We underperformed the midpoint of our prior guidance for Q3 by about 17 million. We’ve reduced the outlook for Q4 by 75 million. So it’s nearly $100 million reduction in the EBITDA outlook for the full year on an underlying basis. Second thing I’d point to is sales also lagged in the third quarter, and it compounds lower sales that we experienced earlier in the year to where the collections that we will collect from sales made earlier in the year, particularly from the under-delivery of sales in Q3—say things we sold in Q3 that, you know, a portion of which we would have collected in Q4—are lower than what we had previously expected.

For sales that we make in Q4 that we collect in Q4, which is, you know, non-trivial in a portion of our U.S. business, because of the shift in gross pricing, we could sell the same number of units, collect a lower amount of gross sales in the fourth quarter. And certainly from forecast to forecast, that is a reduction in collections in Q4. Now the natural offset to that is in Q4 of 27 we will be paying significantly lower rebates. That’s my earlier comment about, over the cycle, those rebate changes in North America really should be cash flow neutral.

And then finally there is some amount of credit notes that will be applied in Q3 and Q4, as Pierre described earlier. You know, that’s a very active discussion. We have an estimate in there—you know, it could be higher or lower based on the timing of how agreements are reached with customers. But that does factor in as well. So those combination of four factors are essentially how we shift from the prior free cash guidance to our current guidance.

Pierre Brandeau (Chairman, Chief Executive Officer and President)

Just one comment about the 175. The last comment Andrew made—and the more we use—is not always bad news, because that would mean that we are reaching agreement with customers. So there would be some level of payment, but there would be some significant level of increased revenues from those transactions. So we have made some assumption, but going beyond what we have is not at all bad news from a potential growth in Q4 above what we have in the plan, should those contracts be reached with customers faster than what we have in the plan.

OPERATOR

This concludes the FMC Corporation earnings call. Thank you for attending. You may now disconnect.

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