S-8

As filed with the Securities and Exchange Commission on December 19, 2019.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

__________________________________________________________________________

FMC CORPORATION

(Exact name of Registrant as specified in its charter)

__________________________________________________________________________

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

_______________________________________________________________________

FMC Corporation Non-Qualified Savings and Investment Plan

(Full title of the plan)

_______________________________________________________________________

Michael F. Reilly, Esq.

Executive Vice President, General Counsel and Secretary

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

(Name and Address of Agent For Service)

Telephone: (215) 299-6000

(Telephone Number, Including Area Code, of Agent For Service)

_______________________________________________________________________

Copies of all communications to:

Robert Friedel, Esq.

Pepper Hamilton LLP

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA 19103-2779

(215) 981-4000

__________________________________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
			☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
FMC Corporation Non-Qualified Savings and Investment Plan Obligations(1)	$50,000,000	100% (2)	$50,000,000 (2)	$6,490.00
Common Stock, par value $0.10 per share	1,000,000	$99.725 (3)	$99,725,000 (3)	$12,944.31

(1) The FMC Corporation Non-Qualified Savings and Investment Plan Obligations are unsecured obligations of FMC Corporation to pay deferred compensation in the future in accordance with the FMC Corporation Non-Qualified Savings and Investment Plan, as amended.

(2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee.

(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on December 13, 2019.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the FMC Corporation Non-Qualified Savings and Investment Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by FMC Corporation (the “Company”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated in this Registration Statement by reference:

(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, including the Current Report on Form 8-K filed with the Commission on August 2, 2019 (reflecting updated financial information that initially appeared in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018);

(b) The Company’s Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019; and

(c) The Company’s Current Reports on Form 8-K (other than portions thereof furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the Commission on January 15, 2019, February 11, 2019 (including the Form 8-K/A filed thereon, but excluding the Form 8-K filed at Film No. 19586236), February 26, 2019, March 7, 2019, May 1, 2019, May 20, 2019, August 2, 2019, and September 23, 2019.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Under the FMC Corporation Non-Qualified Savings and Investment Plan, as amended (the “Plan”), a select group of highly compensated employees (“Participants”) have the opportunity to elect to defer receipt of base salary and annual cash incentive awards, to the extent allowed by the Plan.In addition, the Company will also match a certain percentage of Participant elective deferrals under the Plan and make certain non-elective contributions to the

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Plan.The Participant elective contributions and employer matching and non-elective contributions to the Plan are referred to as the “Obligations.”

The FMC Corporation Non-Qualified Savings and Investment Plan Obligations (the “Obligations”) are deemed notionally invested in investment option(s) selected by each Participant from a list provided by the Company from time to time.Currently, these investment options include certain mutual funds, and a Company stock fund.The Company tracks the Obligations, including any gains and losses based on notional investments, in Participant accounts created for bookkeeping entry only.Distributions under the Plan generally commence six months following a Participant’s separation from service, unless the Participant has elected an earlier distribution date.The Participant may elect to receive distributions in a lump sum or installments.

A Participant’s rights to any amounts credited to his or her accounts may not be assigned during his or her lifetime, unless required by applicable law.However, the Plan administrator may establish rules and procedures to enable a Participant to designate a beneficiary under the Plan to receive distributions in the event of his or her death.

The Obligations are unsecured general obligations of the Company to pay the deferred compensation in the future in accordance with the terms of the Plan.The Company is not required to fund or otherwise segregate assets to be used for the payment of the Obligations.Notwithstanding the foregoing, the Company has established a grantor trust to hold assets to be used for payment of the Obligations.However, the assets of the trust remain the assets of the Company subject to the claims of its general creditors.

The Company reserves the right to amend the Plan at any time, provided that an amendment may not impair Participants’ rights with respect to amounts previously accrued under the Plan.In addition, the Company may terminate the Plan at any time.

Item 5. Interests of Named Experts and Counsel.

The validity of the Common Stock registered hereunder has been passed upon for the Company by Michael F. Reilly.As of December 19, 2019, Michael F. Reilly, Executive Vice President, General Counsel and Secretary of the Company, beneficially owns 10,798 outstanding shares of Common Stock and owns options to purchase an additional 34,421 shares of Common Stock.

Item 6. Indemnification of Directors and Officers.

The Company is organized under the laws of the State of Delaware. The General Corporation Law of the State of Delaware, as amended (the “DGCL”), provides that a Delaware corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expense, liability or loss (including attorneys’ fees, judgments, fines and amounts paid in settlement) reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In the case of an action or suit brought by or in the right of the corporation, indemnification of any director, officer and other agent against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit is permitted if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation; however, no indemnification is permitted in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Court of Chancery, or the court in which such action or suit was brought, shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall

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deem proper. Article XI of the Company’s Restated By-Laws provides for the indemnification of directors and officers of the Company each of whom was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Company, whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, to the fullest extent permitted by the DGCL and specifies procedures to be followed by the Company and any person requesting indemnification in connection with any claim.

Under the DGCL, a Delaware corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or other agent of the Company or, if serving in such capacity at the request of the Company, of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation has the power to indemnify such person against such liability under the DGCL. The Company has purchased directors and officers liability insurance. A Delaware corporation also may, with certain limitations, set forth in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the Company or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL (relating to unlawful payments of dividends or stock repurchases), or (4) for any transaction from which the director derived an improper personal benefit. Article Eighth of the Company’s Restated Certificate of Incorporation includes such a provision.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits filed as part of this Registration Statement are as follows:

Exhibit No.	Exhibit Description
4.1	FMC Corporation Non-Qualified Savings and Investment Plan, effective as of December 17, 2008, incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K, filed with the Commission on February 23, 2009.
4.2	Adoption Agreement for FMC Corporation Non-Qualified Savings and Investment Plan, effective as of December 17, 2008.
4.2.a	Amendment to the Adoption Agreement for FMC Corporation Non-Qualified Savings and Investment Plan, effective as of January 1, 2018.
4.3	FMC Corporation Non-Qualified Savings and Investment Plan Trust, by and between Fidelity Management Trust Company and the Company, as amended and restated effective as of September 28, 2001, incorporated by referenced to Exhibit 10.7.a to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 7, 2001.
4.3.a	First Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of October 1, 2003, incorporated by reference to Exhibit 10.15.a to the Company’s Annual Report on Form 10-K, filed with the Commission on March 11, 2004.
4.3.b	Second Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of January 1, 2004, incorporated by reference to Exhibit 10.12b to the Company’s Annual Report on Form 10-K, filed with the Commission on March 14, 2005.

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4.3.c	Third Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of February 14, 2005, incorporated by reference to Exhibit 10.8.c to the Company’s Annual Report on Form 10-K, filed with the Commission on February 23, 2009.
4.3.d	Fourth Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of July 1, 2005, incorporated by reference to Exhibit 10.8.d to the Company’s Annual Report on Form 10-K, filed with the Commission on February 23, 2009.
4.3.e	Fifth Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of April 23, 2008, incorporated by reference to Exhibit 10.8.e to the Company’s Annual Report on Form 10-K, filed with the Commission on February 23, 2009.
4.3.f	Sixth Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of March 26, 2009, incorporated by reference to Exhibit 10.7.f to the Company’s Annual Report on Form 10-K, filed with the Commission on February 28, 2017.
4.3.g	Seventh Amendment to FMC Corporation Non-Qualified Savings and Investment Plan Trust between Fidelity Management Trust Company and the Company, effective as of April 1, 2017, incorporated by reference to Exhibit 10.7.g to the Company’s Annual Report on Form 10-K, filed with the Commission on February 28, 2017.
4.4	Restated Certificate of Incorporation, as amended through April 30, 2019, incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 8, 2019.
4.5	Restated By-Laws of FMC Corporation as of April 30, 2019, incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 8, 2019.
5.1	Opinion of Michael F. Reilly as to the legality of the Deferred Compensation Obligations and shares of Common Stock being registered hereby which may be issued by the Company under the Plan
5.2	Opinion of Pepper Hamilton LLP regarding ERISA compliance.
23.1	Consents of KPMG LLP.
23.2	Consent of Michael F. Reilly. (contained in Exhibit 5.1).
23.3	Consent of Pepper Hamilton LLP. (contained in Exhibit 5.2).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i.)To include any prospectus required by Section 10(a)(3) of the Securities Act;

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(ii.)To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii.)To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, state of Pennsylvania, on this 19th day of December, 2019.

FMC CORPORATION

(Registrant)

By:	/S/ ANDREW D. SANDIFER
	Andrew D. Sandifer Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Each person in so signing also makes, constitutes and appoints Andrew D. Sandifer, Pierre R. Brondeau and Michael F. Reilly, and each of them acting alone, his or her true and lawful attorney-in-fact, with full power of substitution, to execute and cause to be filed with the Commission pursuant to the requirements of the Securities Act, any and all amendments and post-effective amendments to this Registration Statement, with exhibits to such registration statements and amendments and other documents in connection therewith, and hereby ratifies and confirms all that said attorney-in-fact or his or her substitute or substitutes may do or cause to be done by virtue hereof.

Signature	Title	Date
/S/    PIERRE R. BRONDEAU         Pierre R. Brondeau	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	December 19, 2019
/S/    ANDREW D. SANDIFER Andrew D. Sandifer	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 19, 2019
/S/    NICHOLAS L. PFEIFFER      Nicholas L. Pfeiffer	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	December 19, 2019
/S/    MARGARETH OEVRUM       Margareth Oevrum	Director	December 19, 2019
/S/    K'LYNNE JOHNSON        K'Lynne Johnson	Director	December 19, 2019
/S/    VINCENT R. VOLPE, JR.         Vincent R. Volpe, Jr.	Director	December 19, 2019
/S/    G. PETER D’ALOIA         G. Peter D’Aloia	Director	December 19, 2019
/S/    WILLIAM H. POWELL        William H. Powell	Director	December 19, 2019
/S/    G. SCOTT GREER         G. Scott Greer	Director	December 19, 2019
/S/    PAUL J. NORRIS         Paul J. Norris	Director	December 19, 2019
/S/    EDUARDO E. CORDEIRO         Eduardo E. Cordeiro	Director	December 19, 2019
/S/    DIRK A. KEMPTHORNE         Dirk A. Kempthorne	Director	December 19, 2019
/S/    ROBERT C. PALLASH         Robert C. Pallash	Director	December 19, 2019

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EX-4.2

EX-4.2.A

Exhibit 4.2.a

AMENDMENT

TO THE

FMC CORPORATION

NON-QUALIFIED SAVINGS & INVESTMENT PLAN

WHEREAS, FMC Corporation (the “Employer”) sponsors the FMC Corporation Non-qualified Savings & Investment Plan (the “Plan”) for the purpose of providing deferred compensation for a select group of management or highly compensated employees;

WHEREAS, the Plan is made up of a basic plan document and an adoption agreement (the “Adoption Agreement”); and

WHEREAS, the Employer now desires to amend the Plan's eligibility provisions;

NOW, THEREFORE, by virtue of the authority reserved to the Employer by Section 10.1 of the Plan, the Plan is hereby amended, effective January 1, 2018, as follows:

Section 2.01(ii) of the Adoption Agreement is amended to read as follows:

(ii) x Eligible Employees are those employees of the Employer who satisfy either of the following criteria:

(I) An employee who earned a total of at least $250,000 (based on Compensation including Bonus) in the immediately preceding Plan Year and is reasonably expected to earn at least $250,000 in the current Plan Year. Effective for the Plan Year beginning January 1, 2020, the annual compensation amounts set forth above shall be increased by $20,000, and for each Plan Year thereafter, such annual compensation amounts shall be increased by an additional $10,000, but in no event shall such amounts exceed the compensation limitation of Section 401(a)(17) of the Code (as adjusted) applicable to such Plan Year. Effective for the Plan Year beginning January 1, 2024, and each Plan Year thereafter, the annual compensation amounts set forth above shall equal the compensation limitation of Section 401(a)(17) of the Code (as adjusted). An employee who meets the preceding criteria for a Plan Year and makes a salary or bonus deferral election for such Plan Year, but who does not meet the criteria for a subsequent Plan Year, will remain an Eligible Employee provided such employee continuously elects to make deferrals under the Plan. If such an employee

fails to continuously participate in the Plan, they must thereafter again satisfy such criteria in order to be an Eligible Employee.

(II) An employee who had a salary or bonus deferral agreement in place for the Plan Year beginning January 1, 2017, but who does not meet the criteria of Paragraph (I), will remain an Eligible Employee provided such employee continuously elects to make deferrals under the Plan for each Plan Year thereafter (a “Grandfathered Employee”). A Grandfathered Employee who fails to make a deferral election for any Plan Year beginning on or after January 1, 2018, must thereafter satisfy the criteria in Paragraph (I) in order to be an Eligible Employee.

The Plan, as hereby amended, shall continue in full force and effect.

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed by a duly authorized representative this 18th day of December, 2019.

FMC CORPORATION

By: /s/ Kyle Matthews

Kyle Matthews, Vice President, Human Resources

EX-5.1

Exhibit 5.1

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

December 19, 2019

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I have acted as General Counsel for FMC Corporation, a Delaware corporation (the “Company”), in connection with the Form S-8 Registration Statement (the “Registration Statement”) relating to the registration of $50,000,000 of deferred compensation obligations (the “Obligations”) which may be incurred, and 1,000,000 shares (the “Shares”) of Common Stock of the Company, par value $0.10 per share (the “Common Stock”) which may be issued, by the Company pursuant to the FMC Corporation Non-Qualified Savings and Investment Plan (as amended, the “Plan”).

As a basis for my opinion set forth below, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of: (i) the Registration Statement, including the exhibits thereto, (ii) the Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Restated By-Laws of the Company, as currently in effect; (iv) the Plan; (v) resolutions of the Company’s Board of Directors relating to, among other things, the reservation for issuance of the Shares of Common Stock under the Plan, the filing of the Registration Statement and the approval of the Plan, and (vi) such other documents as I have deemed appropriate in rendering this opinion. In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals and the authenticity of all documents submitted to me as copies of originals. As to any facts material to this opinion that I did not independently establish or verify, I have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

My opinion is limited to the General Corporation Law of the State of Delaware, as amended, including the statutory provisions and all applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting such laws and the federal securities laws, each as in effect on the date hereof. I assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if I become aware of any fact that might change the opinion expressed herein after the date hereof.

Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is my opinion that the Shares of Common Stock and Obligations being offered under the Plan, when issued by the Company in the manner provided for under the Plan, will be valid and binding obligations of the Company enforceable against the Company in accordance with the terms of the Plan, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting creditors’ rights generally and (b) general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity. This opinion is being furnished to you solely for submission to the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement and, accordingly, may not be relied upon, quoted in any manner to, or delivered to any other person or entity, without, in each instance, my prior written consent.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Michael F. Reilly

Michael F. Reilly, Executive Vice President, General Counsel and Secretary

EX-5.2

Exhibit 5.2

3000 Two Logan Square

Eighteenth and Arch Streets

Philadelphia, PA19103-2799

215.981.4000

Fax 215.981.4750

FMC Corporation

2929 Walnut Street

Philadelphia, PA 19104

December 19, 2019

Dear Ladies and Gentlemen:

We serve as counsel to FMC Corporation, a Delaware corporation (the “Company”), in connection with the registration by the Company of $50,000,000 of deferred compensation obligations (the “Obligations”) and 1,000,000 shares (the “Shares”) of Common Stock of the Company, par value $0.10 per share (the “Common Stock”), which may be issued pursuant to the FMC Corporation Non-Qualified Savings and Investment Plan (the “Plan”) and the filing of a registration statement on Form S-8 relating to the Shares of Common Stock and the Obligations (the “Registration Statement”). As such counsel, we have made such legal and factual examination and inquiries as we have deemed necessary or appropriate for purposes of this opinion and have made such additional assumptions as are set forth below.

The Plan, in its preamble, states that it is intended to be “unfunded and maintained…primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). For the purpose of this opinion, we have assumed that (1) the Plan is indeed “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees,” (2) the Plan and all amendments thereto were duly adopted, and (3) all documents provided to us are authentic.

By its express terms, participation in the Plan results in a deferral of income by employees for periods that may extend to the termination of employment or beyond. Accordingly, the Plan is an “employee pension benefit plan” within the meaning of section 3(3) of ERISA. An employee pension benefit plan that is unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees is subject to parts 1 and 5 of Title I of ERISA, but not to any other provisions of ERISA.

Parts 1 and 5 of Title I of ERISA do not impose any specific written requirements on non-qualified deferred compensation arrangements. Further, the operation of the Plan pursuant to its written terms will not cause the Plan to fail to comply with parts 1 or 5 of Title I of ERISA.

On the basis of the foregoing, we are of the opinion that the provisions of the written document constituting the Plan comply with the applicable requirements of ERISA.

The Plan is not intended to satisfy the requirements for qualification under Section 401(a) of the Internal Revenue Code of 1986, as amended.

This opinion letter is issued as of the date hereof and is limited to the laws now in effect and in all respects is subject to and may be limited by future legislation, as well as by future case law. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Pepper Hamilton LLP

Pepper Hamilton LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

FMC Corporation:

We consent to the use of our report dated February 28, 2019, except with respect to the effects of reporting the FMC Lithium segment as a discontinued operation, as discussed in Note 1, as to which the date is August 2, 2019, with respect to the consolidated balance sheets of FMC Corporation and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of income (loss), comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule II – valuation and qualifying accounts and reserves, which has been incorporated by reference herein.

/s/ KPMG LLP

Philadelphia, Pennsylvania

December 19, 2019

Consent of Independent Registered Public Accounting Firm

The Board of Directors

FMC Corporation:

We consent to the use of our reports dated February 28, 2019, with respect to the consolidated balance sheets of FMC Corporation and subsidiaries as of December 31, 2018 and 2017, the related consolidated statements of income (loss), comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule II – valuation and qualifying accounts and reserves, and the effectiveness of internal control over financial reporting as of December 31, 2018, which has been incorporated by reference herein.

/s/ KPMG LLP

Philadelphia, Pennsylvania

December 19, 2019