8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)

November 30, 2005

FMC CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-2376	94-0479804
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1735 Market Street, Philadelphia, PA 19103

(Address of principal executive offices) (Zip Code)

(215) 299-6000

Registrant’s telephone number, including area code

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:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-2 under the Exchange Act

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

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

ITEM 7.01.   Regulation FD Disclosure.

On November 30, 2005, William G. Walter, Chairman of the Board, President and Chief Executive Officer, had a presentation at the Morgan Stanley Small Cap Chemicals Roundtable in New York, New York. Slides used in his presentation at the meetings are included herein as an exhibit. These slides may also be accessed at the company’s website (www.fmc.com) and will be available for a period of at least thirty days.

This report is not deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits:

99.1 Slides used by William G. Walter, Chairman of the Board, President and Chief Executive Officer, in his presentation at the Morgan Stanley Small Cap Chemicals Roundtable in New York, New York on November 30, 2005.

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
By:	/s/    W. KIM FOSTER
	W. Kim Foster
	Senior Vice President and Chief Financial Officer

Date: December 2, 2005

EXHIBIT INDEX

Exhibit   Number	Description
99.1	Slides used by William G. Walter, Chairman of the Board, President and Chief Executive Officer, in his presentation at the Morgan Stanley Small Cap Chemicals Roundtable in New York, New York on November 30, 2005.

EX-99.1

FMC Corporation

Morgan Stanley

Small Cap Chemicals Roundtable

New York, NY

November 30, 2005

William G. Walter

Chairman,

President

and

CEO

Exhibit 99.1

1

Disclaimer

Safe Harbor Statement under the

Private Securities Litigation Reform Act of 1995

•

These

slides

and

the

accompanying

presentation

contain

“forward-looking

statements”

that

represent

management’s

best

judgment

as

of

the

date

hereof

based

on

information

currently

available.

Actual

results

of

the

Company

may

differ

materially

from

those

contained

in

the

forward-looking

statements. 

•

Additional

information

concerning

factors

that

may

cause

results

to

differ

materially

from

those

in

the

forward-looking

statements

is

contained

in

the

Company’s

periodic

reports

filed

under

the

Securities

Exchange

Act

of

1934,

as

amended.

•

The

Company

undertakes

no

obligation

to

update

or

revise

these

forward-

looking

statements

to

reflect

new

events

or

uncertainties.

Non-GAAP Financial Terms

•

These

slides

contain

certain

“non-GAAP

financial

terms”

which

are

defined

in

the

appendix.

In

addition,

we

have

provided

reconciliations

of

non-GAAP

terms

to

the

closest

GAAP

term

in

the

appendix.

2

FMC Corporation

Diversified chemical company with leading market positions

in industrial, consumer and agricultural markets globally

($ millions, LTM ending September 30, 2005)

FMC

Sales:

$2,141.7

EBITDA:

$420.5

EBITDA Margin:

19.6%

Industrial

Chemicals

Sales*:

$866.7

EBITDA:

$150.5

EBITDA Margin:

17.4%

Agricultural

Products

Sales*:

$728.8

EBITDA:

$160.4

EBITDA Margin: 22.0%

Specialty

Chemicals

Sales*:

$549.6

EBITDA:

$140.0

EBITDA Margin:  25.5%

* Segment sales figures exclude $3.4 million in eliminations.

3

Realizing the inherent operating leverage within FMC

-

Sustained earnings growth >10% per year

(1)

-

Industrial Chemicals recovery in mid-cycle in 2005

-

Continued growth in Specialty Chemicals and Agricultural Products

Creating greater financial flexibility

-

Maintain investment grade capital policies

-

Repatriation of cash under the American Jobs Creation Act.

-

Reduce net debt to approx. $420 million by the end of 2005

Focusing the portfolio on higher growth businesses

-

Manage Specialty Chemicals and Agricultural Products for growth

-

Manage Industrial Chemicals for cash

-

Completed Astaris divestiture in November 2005

-

Improve ROIC to 12% minimum by 2006

Disciplined Approach to Unlocking Value

(1)

Earnings before restructuring and other income and charges

4

Industrial Chemicals

#1 North American manufacturer of soda ash and peroxygens

Backward integration into natural resources

Low cost, proprietary production technology

Foret is a leading Iberian producer of inorganic chemicals

Asia

7%

Alkali

(Soda ash)

46%

Peroxygens

19%

Foret

35%

Latin

America

8%

North America

50%

Europe/Middle

East/Africa

35%

Asia

7%

Based on 2004 Consolidated Sales of $813.7 million

5

Industrial Chemicals Financial Performance

Earnings

growth

of

45%

expected

in

2005

driven

by

higher

selling

prices,

partially offset by higher energy, raw material and transportation costs

$151

$124

$130

$133

$94

0

50

100

150

200

2001

2002

2003

2004

LTM 9/30/05

0%

5%

10%

15%

20%

EBITDA

Capital Spending

EBITDA Margin

6

Industrial Chemicals’

Focus

Managing for cash generation

Near-term sales growth

–

Higher selling prices for soda ash

–

Incremental soda ash capacity addition at Granger

–

US and European peroxides producers have announced price increases

Margin expansion

-

Working to offset rising energy, raw material and transportation

costs

7

BioPolymer

72%

Lithium

28%

Latin

America

8%

North America

41%

Europe/Middle

East/Africa

36%

Asia

15%

•

One of two global, integrated manufacturers

•

Focus on specialty products –

pharmaceuticals and

energy storage devices

Lithium:

•

Adds structure, texture and stability to food

•

Acts as a binder & disintegrant for dry tablet drugs

•

Market leader in every product line

BioPolymer:

Growth Franchises in Specialty Chemicals

Based on 2004 Consolidated Sales of $538.0 million

8

Specialty Chemicals Financial Performance

$122

$116

$140

$129

$132

0

40

80

120

160

2001

2002

2003

2004

LTM 9/30/05

20%

22%

24%

26%

28%

30%

EBITDA

Capital Spending

EBITDA Margin

2005 earnings growth expected to be approximately 15%, driven by

increased selling prices and productivity improvement

9

Specialty Chemicals Focus

Growing existing core business

–

Maintaining key positions with category leading customers

–

Shifting resources toward faster growing segments

–

Expanding presence in rapidly growing emerging markets

Commercializing new technology platforms

Managing maturing segments for improved earnings and cash

Identifying financially attractive bolt-on acquisition

opportunities to further expand our franchises

10

Agricultural Products

Strong niche positions in the Americas, Europe and Asia

Proprietary, branded insecticides and herbicides

FMC differentiated by:

–

Focused strategy in selected markets, crops and regions

–

Leverage proprietary products and third party products/technologies

–

Depth and breadth of alliances and partnerships 

–

Manufacturing cost competitiveness via sourcing from lower cost regions

Insecticides

73%

North America

35%

Latin America

36%

Asia

13%

Europe/

Middle

East/Africa

16%

Herbicides

25%

Based on 2004 Consolidated Sales of $703.5 million

Fungicides 2%

11

Agricultural Products Financial Performance

$114

$101

$99

$111

$148

$160

0

25

50

75

100

125

150

175

2000

2001

2002

2003

2004

LTM

9/30/05

0

5

10

15

20

25

EBITDA

Capital Spending

EBITDA Margin

Earnings growth of 5% expected in 2005, reflecting higher sales and lower

manufacturing

costs

partially

offset

by

lower

bifenthrin

pricing

and

higher

raw materials costs.

12

Agricultural Products’

Focus

Creating competitive advantage through innovation

–

Investing 10% of sales in R&D

–

In-licensing products & technologies that complement segment strategies

Driving near-term sales growth

–

Label expansions and new formulations in crop and non-crop segments

–

In-licensed products, e.g., flonicamid and acetamiprid with maturity sales of

~$50-90 million

Strengthening Market Access

–

Distribution joint ventures & alliances

–

Third party products

Reducing global supply chain and overhead costs

–

Sourcing initiatives should produce additional manufacturing savings

–

Further redesign of global supply network

–

Market access strategies/alliances drive SG&A reductions

13

FMC in Summary

Great businesses, each with EBITDA of at least $140 million

Double digit earnings growth

-

Earnings leverage in Industrial Chemicals

-

Continued growth in Specialty Chemicals and Ag Products

Strong financial position

-

Robust and growing EBITDA

-

Substantial decline in unusual demands on cash flow

-

Balance sheet de-leveraging

-

Low capex requirements

Strategic and financial flexibility

14

3.8

4.2

4.4

5.5

5.8

6.0

6.0

6.1

6.8

7.1

7.3

7.4

7.7

8.1

OLN

CEM

LYO

FMC

FUL

ARJ

HPC

MTX

RPM

CBT

LZ

CYT

ALB

VAL

FMC Remains Significantly Undervalued

Source: Bloomberg and Thomson First Call

EV/2006E EBITDA

FMC Corporation

* * * * * * * * * * *

* * * * * * * * * * *

* * * * * * * * * * *

16

Non-GAAP Financial Terms

These slides contain certain “non-GAAP financial terms”

which are defined

below. In addition, we have provided reconciliations of non-GAAP terms to

the closest GAAP term in the appendix of this presentation.

EBITDA

(Earnings Before Interest, Taxes, Depreciation and Amortization)

is the

sum

of Income (loss) from continuing operations before income

taxes

and

Depreciation

and

Amortization.

EBITDA

Margin

is

the

quotient

of

EBITDA

(defined

above)

divided

by

Revenue.

ROIC

(Return

on

Invested

Capital)

is

the

sum

of

Earnings

from

continuing

operations

before

restructuring

and

other

income

and

charges

and

after-tax

Interest expense

divided by the sum

of Short-term debt, Current

portion

of

long-term

debt,

Long-term

debt

and

Total

shareholders’

equity.

17

Segment Financial Terms

These slides contain references to segment financial items which

are

presented in detail in Note 18 of FMC’s 2004 Form 10-K.  Some of the

segment financial terms are “non-GAAP financial terms”

and are defined

below. In addition, we have provided reconciliations of non-GAAP terms to

the closest GAAP term in the appendix of this presentation. 

EBITDA

(Earnings Before Interest, Taxes, Depreciation and Amortization)

for a segment

is the

sum

of Income (loss) from continuing operations

before

income

taxes

for

that

segment

and

Depreciation

and

Amortization

for that segment.

EBITDA

Margin

for

a

segment

is

the

quotient

of

EBITDA

(defined

above)

divided by Revenue

for that segment.

18

Reconciliation of LTM 9/301/2005 consolidated income from continuing operations before income taxes

(a GAAP measure) to LTM 9/30/2005 EBITDA (a Non-GAAP measure)

(Unaudited, in $ millions)

LTM 9/30/2005

Income (loss) from continuing operations before

income taxes

$133.3

Add:

Restructuring and other charges

24.4

Interest expense, net

64.8

Write-off of deferred financing fees

9.9

Affiliate Interest Expense

0.9

Depreciation and amortization

138.1

EBITDA (Non-GAAP)

$420.5

EBITDA Reconciliation: LTM 9/30/05

Gain on Sale of Investment

(9.3)

Loss on Extinguishment of Debt

58.4

19

Reconciliation of LTM 9/30/05 segment operating profit (a GAAP measure)

to LTM 9/30/05 EBITDA (a Non-GAAP measure)

(Unaudited, in millions)

Industrial

Specialty

Agricultural

Segment

Chemicals

Chemicals

Products

LTM 9/30/05 segment operating profit (GAAP)

$82.6

$106.9

$128.3

Add:

Depreciation and amortization

67.9

33.1

32.1

LTM 9/30/05 EBITDA (Non-GAAP)

$150.5

$140.0

$160.4

Segment EBITDA Reconciliation