8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

_______________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 31, 2017

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FMC CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	1-2376	94-0479804
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2929 Walnut Street Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 215-299-6668

__________________________________________________________________________

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 7.01. REGULATION FD DISCLOSURE

On March 31, 2017, FMC Corporation (the "Company") issued a press release announcing that it had signed a definitive agreement to acquire a portion of DuPont’s Crop Protection business ("Acquisition") and for DuPont to receive as consideration for the Acquisition FMC’s Health & Nutrition segment ("Divestiture") along with $1.2 billion in cash, subject to customary adjustments and other terms and conditions set forth in the definitive agreement. The Company also held a conference call and simultaneous presentation to investors to discuss the transaction.

A copy of the press release and the investor presentation are attached as Exhibit 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The information set forth in this Item 7.01, including in the attached Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
99.1	Press Release of FMC Corporation, dated March 31, 2017
99.2	Investor Presentation, dated March 31, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FMC CORPORATION (Registrant)
By:	/S/ PAUL W. GRAVES
	Paul W. Graves Executive Vice President and Chief Financial Officer

Date: March 31, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of FMC Corporation, dated March 31, 2017
99.2	Investor Presentation, dated March 31, 2017

EX-99.1

Exhibit 99.1

		FMC Corporation
		2929 Walnut Street
		Philadelphia, PA 19104
		USA
News Release		215.299.6668
		fmc.com
For Release: Immediate
	Media Contact: Dwayne Roark - 215.299.6820
	dwayne.roark@fmc.com
	Investor Contact: Michael Wherley - 215.299.6543
	michael.wherley@fmc.com

FMC Corporation Announces Acquisition of Significant Portion of

DuPont Crop Protection Business Simultaneous Sale of Health and Nutrition Segment to DuPont

• FMC will acquire the portion of DuPont’s Crop Protection business required to be divested by a European Commission ruling related to DuPont’s merger with The Dow Chemical Company.

• DuPont will acquire FMC Health and Nutrition.

• FMC will make a cash payment to DuPont of $1.2 billion.

• These transactions will be immediately accretive to FMC’s adjusted earnings per share, upon closing.¹ 

PHILADELPHIA, March 31, 2017- FMC Corporation (NYSE:FMC) and DuPont (NYSE:DD) today announced the signing of a definitive agreement for FMC to acquire the portion of DuPont’s Crop Protection business it must divest to comply with the European Commission ruling related to its merger with The Dow Chemical Company. Additionally, DuPont will acquire FMC Health and Nutrition and receive $1.2 billion in cash. FMC will acquire DuPont’s global chewing pest insecticide portfolio, its global cereal broadleaf herbicides, and a substantial portion of DuPont’s global crop protection R&D capabilities. In 2017, FMC expects this acquired business will generate approximately $1.5 billion in revenue and $475 million of EBITDA.²  

After closing of the acquisition, FMC Agricultural Solutions will become the fifth largest crop protection chemical company in the world by revenue, with estimated annual revenue of approximately $3.8 billion.

“This is a significant step forward for FMC, and for our Agricultural Solutions business in particular,” said Pierre Brondeau, FMC president, CEO and chairman. “The combination of market-leading products from DuPont’s crop protection portfolio and its world-class R&D capabilities will transform our Agricultural Solutions business into a tier-one ag technology company.

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FMC Corporation Announces Acquisition of Significant Portion of

DuPont Crop Protection Business; Simultaneous Sale of Health and

Nutrition Segment to DuPont

“The crop protection industry is undergoing significant change, as evidenced by the consolidation currently underway. To continue to meet the demands of our customers, FMC needs to provide more options to growers looking for innovative solutions that protect crops and increase yields. By combining these high-value products and R&D capabilities with our own product portfolio, pipeline and formulation expertise, FMC will be able to serve our customers better and accelerate the pace at which we bring new solutions to the market,” said Brondeau. “The concurrent sale of our Health and Nutrition business will allow us to maintain our strong balance sheet and ensure we can continue to invest in growing both our Agricultural Solutions and Lithium segments.”

The Crop Protection Business Being Acquired

The acquired portion of DuPont’s crop protection business includes an industry-leading selective insecticide portfolio consisting of Rynaxypyr^®, Cyazypyr^® and Indoxacarb. The first two of these products have full patent protection over their respective active ingredients, and FMC expects these products will generate over $1 billion in 2017 revenue. These selective insecticides are highly complementary to FMC’s existing broad spectrum insecticide portfolio.

The acquired portfolio also includes DuPont’s global cereal broadleaf herbicides, consisting of nine active ingredients and multiple formulated products. This herbicide portfolio comes with strong, recognized brands and DuPont’s proprietary PrecisionPac^® technology. These products bring significant diversification to FMC’s crop exposure in herbicides, as well as increasing the balance of pre-emergent and post-emergent applications in FMC’s portfolio.

The geographic spread of the revenue in this portfolio will result in a significant increase in FMC’s presence in Asia and Europe. Following the acquisition, FMC’s crop protection revenue will be almost equally spread across all four major regions - North America, Latin America, Europe and Asia.

The underlying intellectual property related to the acquired products, including patents, registrations and data packages, will be transferred to FMC. FMC will acquire a global manufacturing network to fully support these products, including four active ingredient manufacturing facilities and 10 regional formulation plants.

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FMC Corporation Announces Acquisition of Significant Portion of

DuPont Crop Protection Business; Simultaneous Sale of Health and

Nutrition Segment to DuPont

The acquisition will bring DuPont’s world-class discovery and development organization, including its Delaware crop protection research headquarters, 14 regional development labs and related regulatory capabilities. This organization includes a pipeline of 15 synthetic active ingredients currently in development, covering insecticides, herbicides and fungicides, and an extensive library of 1.8 million synthetic compounds. The majority of DuPont’s crop protection research workforce will transfer to FMC as part of this transaction.

FMC Health and Nutrition Divestiture

FMC Health and Nutrition will become part of DuPont’s Nutrition & Health segment.

“FMC Health and Nutrition is a highly profitable business with leading positions across the vast majority of its portfolio, deep applications knowledge and an extensive global network of laboratories and manufacturing facilities. It is a very complementary fit with DuPont’s current portfolio. We are confident it will thrive under DuPont’s leadership and will contribute to their successful Nutrition & Health business,” said Brondeau.

Additional Information

The transaction is subject to the closing of the Dow and DuPont merger, as well as customary closing conditions and regulatory approvals. Closing is expected to occur in the fourth quarter of 2017. FMC expects this transaction to be immediately accretive to adjusted earnings per share, and will give updated guidance for 2017 at its earnings call scheduled for May 2, 2017.

Dyal Co. LLC and Citi acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal counsel to FMC. Citi provided financing advice and committed debt facilities.

-more-

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FMC Corporation Announces Acquisition of Significant Portion of

DuPont Crop Protection Business; Simultaneous Sale of Health and

Nutrition Segment to DuPont

Conference Call

The company will host a webcast conference call on Friday, March 31, 2017, at 8:00 a.m. ET that is open to the public via internet broadcast and telephone.

Internet broadcast: http://www.fmc.com

Passcode: FMC

Dial-in telephone numbers:

U.S. / Canada: (800) 230-1059                       

International: (612) 332-0226              

Conference ID # 421549

A replay of the call will be available via the internet and telephone from 10:00 a.m. ET on Friday, March 31, 2017 until Sunday, April 30, 2017.

Internet replay: http://www.fmc.com

U.S. / Canada: (800) 475-6701    

International: (320) 365-3844       

Conference ID # 421549

About FMC

For more than a century, FMC Corporation has served the global agricultural, industrial and consumer markets with innovative solutions, applications and quality products.  Revenue totaled approximately $3.3 billion in 2016.  FMC employs approximately 6,000 people throughout the world and operates its businesses in three segments: FMC Agricultural Solutions, FMC Health and Nutrition and FMC Lithium. For more information, visit www.FMC.com.  

About DuPont

DuPont (NYSE: DD) has been bringing world-class science and engineering to the global marketplace in the form of innovative products, materials, and services since 1802. The company believes that by collaborating with customers, governments, NGOs, and thought leaders we can help find solutions to such global challenges as providing enough healthy food for people everywhere, decreasing dependence on fossil fuels, and protecting life and the environment. For additional information about DuPont and its commitment to inclusive innovation, please visit www.dupont.com.

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FMC Corporation Announces Acquisition of Significant Portion of

DuPont Crop Protection Business; Simultaneous Sale of Health and

Nutrition Segment to DuPont

Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described inFMC Corporation's2016 Form 10-K and otherSECfilings. Such information contained herein represents management's best judgment as of the date hereof based on information currently available.FMC Corporationdoes not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance.

This press release contains certain “non-GAAP financial terms” which are defined on our website www.fmc.com.  In addition, we have also provided on our website at www.fmc.com reconciliations of non-GAAP terms to the most directly comparable GAAP term. 

1. Although FMC provides forecasts for adjusted earnings per share and adjusted cash from operations (both of which are non-GAAP financial measures), FMC is not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP.  Certain elements of the composition of the GAAP amounts are not predictable, making it impractical for us to forecast. Such elements include, but are not limited to restructuring, acquisition charges, and discontinued operations and related cash activity. As a result, no GAAP outlook is provided.

2. Represents FMC’s estimate of the 2017 EBITDA of the acquired business, if it were a standalone business.  EBITDA is a non-GAAP financial term and represents earnings before interest, taxes, depreciation, and amortization.

# # #

EX-99.2

FMC Corporation Announces Transactions with DuPont March 31, 2017

2 Safe Harbor Statement Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in FMC Corporation's 2016 Form 10-K and other SEC filings. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. FMC Corporation does not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance. Non-GAAP Financial Terms These slides contain certain “non-GAAP financial terms” which are defined on our website www.fmc.com. In addition, we have also provided on our website at www.fmc.com reconciliations of non-GAAP terms to the most directly comparable GAAP term. Amounts in this presentation focus on Adjusted Earnings for all EBIT, EBITDA and EPS references. Although we provide forecasts for adjusted EPS and adjusted cash from operations (both of which are non-GAAP financial measures), we are not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP. Certain elements of the composition of the GAAP amounts are not predictable, making it impractical for us to forecast. Such elements include, but are not limited to restructuring, acquisition charges, and discontinued operations and related cash activity. As a result, no GAAP outlook is provided.

3 Transaction Overview FMC to Acquire Crop Protection Business DuPont to Acquire H&N from FMC • 2017 estimated revenue ~$1.5 billion(1) • Global chewing pest insecticide portfolio − Rynaxypyr®, Cyazypyr® and Indoxacarb • Global cereal broadleaf herbicide portfolio • Global R&D capabilities − Discovery facility and 14 field biology / development centers − Existing discovery pipeline of 15 active ingredients covering herbicides, insecticides and fungicides • 14 manufacturing and formulation facilities • All IP, required registrations, data, etc. associated with the acquired products / pipeline • DuPont acquiring FMC Health and Nutrition − Will become part of DuPont’s Nutrition & Health segment • Cash payment to DuPont of $1.2 billion(2) at closing 1) FMC estimate 2) Subject to adjustment based on actual working capital delivered at closing Transaction Timing • Close of transactions expected in 4Q ’17 − Contingent on closing of Dow and DuPont merger − Contingent on customary closing conditions and regulatory approvals

4 Strategic Rationale • Fundamentally repositions FMC’s Ag Solutions business o “Tier One,” innovation-led company o #5 position globally, ~$3.8 billion pro-forma revenues (2017)(1) • Enhances the portfolio o Complementary selective insecticide portfolio and broader, more balanced herbicide portfolio o Adds substantial position in cereals and enhances position in multiple other crops o Significantly increases market presence in Europe and Asia, creating a balanced global footprint o Strong IP protection, through Active Ingredient patents, formulations and delivery technology • Transforms FMC’s innovation capabilities o Unique opportunity to acquire world-class R&D capabilities o Creates step-change in FMC’s ability to discover and develop new Active Ingredients o Product development pipeline fits well with FMC’s existing pipeline • Diversifies operational capabilities with addition of global manufacturing footprint o Adds optionality to future manufacturing operations 1) FMC estimate

5 Enhanced Portfolio B y Re gi on B y Tech no lo gy 25% 33% 23% 19% NA LA Europe + MEA APAC 43% 38% 13% 6% Herbicide Insecticide Fungicide Seed Treatment, Biologicals and Other 37% 51% 8% 4% 22% 28% 25% 25% Current FMC Ag Solutions New FMC Ag Solutions Herbicide Insecticide Fungicide Plant Health and Other 23% NA LA Europe + MEA APAC

6 Enhanced Portfolio In sectici de s Her bici de s Current FMC Ag Solutions New FMC Ag Solutions Broad-spectrum Selective Chewing Selective Piercing-sucking Acaricides Pre-emerg. Broadleaf Pre-emerg. Cross-spectrum Post- Grass Post- Broadleaf Post- Cross-spectrum 40% 56% 2% 2% 90% 5% 5% Broad-spectrum Selective Chewing Selective Piercing-sucking Acaricides Biologicals Others 43% 30% 5% 16% 6% FMC Pre-plant/pre-emerg grass Pre-plant/pre-emerg BL Pre-plant/pre-emerg cross-spectrum Post grass Post BL Post cross-spectrum 30% 21%9% 35% 5% FMC+X Pre-plant/pre-emerg grass Pre-plant/pre-emerg BL Pre-plant/pre-emerg cross-spectrum Post grass Post BL Post cross-spectrum

7 Combined R&D Model 1) FMC facilities in U.S.; China; India; France; Brazil; Philippines; and Denmark 2) R&D personnel only 3) Discovery facility in Newark, DE plus 14 field biology facilities / development centers YEARS 0 1 2 3 4 5 6 7 8 9 10 11 12 Traditional AI Model FMC AI Development Model Acquired R&D Capability Pro Forma FMC (Synthetic Chemistries) Field Trials Formul. Develop. Full Reg. Launch Toxicology, Metabolism,E-Fate, Ecotoxicology, Residues Discovery Chemistry & Biology Green House Process Synthesis ~340 Employees1 ~810 Employees 23 R&D Facilities ~470 Employees2 15 R&D Facilities3 8 R&D Facilities1 Development Timeline S ynth eti c Chem is tr y B io log ic al s Reg Subm. YEARS 0 1 2 3 4 5 6 FMC R&D Model Discovery/screening (lab & greenhouse) Formulation Development Initial Strain Selection Field Trials Full Reg. Strain Optimization Launch Marketing Data Development

8 YEARS 0 1 2 3 4 5 6 7 8 9 10 11 12 FMC AGS Pipeline Acquired Pipeline TVE29 Combined R&D Pipeline for Synthetic AI’s Fungicide Insecticide Herbicide Launch F4260 Valifenalate F4050 F9650 F9990 F9944 F9600 F4177 F9960 Liquid SUs R7N80 UGZ56 TXE05 TNQ23 SGF45 U5F59 RZS12 EMN08 V9Y12 THQ25 SJC17 WLR08 V9X39 Development Timeline Process Synthesis Field Trials Formul. Develop. Reg Subm. Full Reg. Green House Toxicology, Metabolism,E-Fate, Ecotoxicology, Residues Discovery Chemistry & Biology UCQ09

9 Overview of Transaction Economics (1) 1) Information included is forecasted non-GAAP financial information. As certain elements of the comparable GAAP measures are not predicable and cannot be estimated at this time, we are unable to provide a reconciliation to the corresponding GAAP amounts. 2) Represents FMC’s estimate of the 2017 EBITDA of the acquired business, if it were a standalone business. EBITDA is a non-GAAP financial term and represents earnings before interest, taxes, depreciation, and amortization. Refer to definitions at the beginning of this presentation. 3) Subject to adjustment based on actual working capital delivered at closing. 4) Modeling assumptions are FMC’s best estimates based on information known to date. $mm Ag Transaction EBITDA (2017 standalone basis)(2) 475 H&N divested EBITDA (2017 guidance midpoint) (230) Net incremental EBITDA acquired 245 Cash Payment to DuPont by FMC(3) 1,200 Modeling Assumptions(4) $mm Total Incremental Debt 1,500 Interest rate 3.0% Depreciation 35 Purchase Price Accounting Amortization 50 Incremental tax rate 25% Shares outstanding (mm) 134.5 Implied Incremental EPS ($) - 2017 basis $0.64 2018 Incremental Pre-Tax Earnings ($mm) 65 Implied Incremental EPS ($) - 2018 basis $1.00