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)

May 16, 2006

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 May 16, 2006, Thomas C. Deas, Jr., Vice President and Treasurer, addressed a group of investors at the Bear Stearns Fifteenth Annual Global Credit Conference in New York, NY. Slides used in his presentation at the meeting are included hereto 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

(d) Exhibits.

99.1 FMC presentation by Thomas C. Deas, Jr., at the Bear Stearns Fifteenth Annual Global Credit Conference in New York, NY, on May 16, 2006.

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. K IM FOSTER
	W. Kim Foster Senior Vice President and Chief Financial Officer

Date: May 16, 2006

EXHIBIT INDEX

Exhibit Number	Description
99.1	FMC presentation by Thomas C. Deas, Jr., at the Bear Stearns Fifteenth Annual Global Credit Conference in New York, NY, on May 16, 2006.

EX-99.1

FMC Corporation

Bear Stearns Fifteenth Annual

Global Credit Conference

May 16, 2006

Thomas

C.

Deas,

Jr.

Vice

President

&

Treasurer

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

($ millions, LTM ending March 31, 2006)

FMC

Revenue:

$2,191.9

EBITDA:

$448.3

Margin*:

20.5%

Industrial

Chemicals

Revenue:

$897.2

EBITDA:

$155.8

Margin*:

17.4%

Agricultural

Products

Revenue:

$733.0

EBITDA:

$179.3

Margin*:

24.5%

Specialty

Chemicals

Revenue:

$564.9

EBITDA:

$142.4

Margin*:

25.2%

*

EBITDA margin

Diversified chemical company with leading market positions

in industrial, consumer and agricultural markets globally

3

Company Strengths

Leading market positions

Global presence

Diversified business mix and high-quality customer base

Diversified and integrated cost structure

Disciplined approach to unlocking value

4

Leading Market Positions

(1)

Based on 2005 consolidated sales

(2)

Shared

Industrial

Chemicals

#1 in N.A.

Soda Ash

#1 in N.A.

Peroxygens

#1 Globally

Carrageenan

#1 Globally

Carbofuran

#2 in N.A.

Pyrethroids

Agricultural

Products

#2 Globally

Alginates

Specialty

Chemicals

#1 Globally

(2)

#1 Globally

Lithium Specialties

Microcrystalline Cellulose

Product Group

Position

(1)

5

Global Presence

Agricultural Products Group

Industrial Chemicals Group

Specialty Chemicals Group

Manufacturing Facilities:

Note: Based on 2005 Consolidated Sales

North

America

40% of Sales

Latin America

18% of Sales

Europe / Middle East /

Africa

29% of Sales

Asia / Pacific

13% of Sales

6

Diversified Customers and End Markets

Greater than 80% of sales to non-GDP cyclical end markets

Long-term relationships with blue chip customers

No single customer represents more than 5% of sales

Top 10 customers in total represent approximately

15% of sales

Note:  Based on 2005

Consolidated Sales

Agricultural 34%

Detergents 9%

Pharmaceuticals 11%

Food 8%

Other 12%

Glass/Fiberglass 4%

Chemicals 6%

Pulp & Paper 4%

Electronics 2%

Other 3%     

Bottle

Glass 3%

Non-Cyclical

81%

Cyclical

19%

Chemicals 4%

7

Diversified and Integrated Cost Structure

Low-cost sourcing of raw materials

–

Backward integration: soda ash, lithium

–

Global sourcing of renewable resources: wood pulp, seaweed

Low reliance on purchased raw materials

–

Total raw materials represent approximately 25% of cost of sales

–

No single raw material accounts for more than 7% of total raw

material purchases

–

Reduced volatility from limited use of petrochemical feedstocks

Low energy demand requirements

–

Energy represents approximately 10% of cost of sales

8

Realizing the inherent operating leverage within FMC

-

Sustained

earnings

growth

>10%

per

year

(1)

-

Industrial Chemicals recovery in mid-cycle in 2006

-

Continued growth in Specialty Chemicals and Agricultural Products

Maintaining financial strength and flexibility

-

Investing to grow our businesses

-

Pursuing external growth opportunities

-

Initiated quarterly cash dividend of 18¢

per share

-

Announced $150 million share repurchase program

Focusing the portfolio on higher growth businesses

-

Manage Specialty Chemicals and Agricultural Products for growth

-

Manage Industrial Chemicals for cash

Disciplined Approach to Unlocking Value

(1)

Earnings

before

restructuring

and

other

income

and

charges

9

Industrial Chemicals

10

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)

49%

Peroxygens

18%

Foret

33%

Latin

America

9%

North America

50%

Europe/Middle

East/Africa

34%

Asia

7%

2005 Consolidated Sales: $870.4 million

11

Industrial Chemicals Financial Performance

2006 earnings growth of 40-45% driven by higher selling prices, partially

offset by higher energy costs and the loss of Astaris earnings.

$156

$151

$124

$130

$133

$94

0

50

100

150

200

2001

2002

2003

2004

2005

LTM

3/31/06

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

EBITDA

Capital Spending

EBITDA Margin (%)

12

Industrial Chemicals’

Focus

Managing for cash generation

Near-term sales growth

–

Higher soda ash selling prices

–

Re-commissioning

the

second

increment

of

soda

ash

capacity

at

Granger

to

support

export

demand

growth

–

Additional peroxide price increases in North America and Europe.

Margin expansion

-

Working to offset rising energy, raw material and transportation

costs

13

Specialty Chemicals

14

BioPolymer

69%

Lithium

31%

Latin

America

6%

North America

39%

Europe/Middle

East/Africa

37%

Asia

18%

•

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-leading positions

BioPolymer:

Growth Franchises in Specialty Chemicals

2005 Consolidated Sales: $558.5 million

15

Specialty Chemicals Financial Performance

2006 earnings growth in the mid-single digits, driven by higher sales and

continued productivity improvements

$122

$116

$140

$142

$129

$132

0

20

40

60

80

100

120

140

160

2001

2002

2003

2004

2005

LTM

3/31/06

20%

21%

22%

23%

24%

25%

26%

27%

28%

29%

30%

EBITDA

Capital Spending

EBITDA Margin (%)

16

Specialty Chemicals Focus

Growing core business market segments

–

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

17

•

Agricultural Products

18

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 and technologies

–

Depth and breadth of alliances and partnerships 

–

Manufacturing cost competitiveness via sourcing from lower cost regions

Insecticides

73%

North America

28%

Latin America

39%

Asia

16%

Europe/

Middle

East/Africa

17%

Herbicides

25%

2005 Consolidated Sales: $724.5 million

Fungicides 2%

19

Agricultural Products Financial Performance

2006 earnings growth in the mid-teens, reflecting higher sales, favorable

mix and further manufacturing productivity benefits partially offset by

lower bifenthrin pricing and higher raw material costs.

$179

$157

$148

$99

$81

$111

0

50

100

150

200

2001

2002

2003

2004

2005

LTM

3/31/06

0%

5%

10%

15%

20%

25%

30%

EBITDA

Capital Spending

EBITDA Margin (%)

20

Agricultural Products’

Focus

Driving near-term sales growth

–

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

–

In-licensed products, e.g., flonicamid, acetamiprid

and cyazofimid

with

maturity sales of ~$50-90 million in 2008-2009.

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 and alliances drive SG&A reductions

Creating competitive advantage through innovation

21

Financial Overview

22

Financial Objectives

Maintain strong liquidity

Lower after-tax financing cost on a worldwide basis

Match foreign currency cash flows with like-currency debt

Reduce the tax cost of any required cross-border funds

movements

–

American Jobs Creation Act

Extend and disperse the debt portfolio’s maturity profile to

reduce future refunding risk

Manage foreign exchange, commodity and interest rate risks

Provide flexibility for future corporate development alternatives

and financial policy initiatives

–

Acquisitions and divestitures

–

Dividends and stock repurchases

23

Consistent Debt Reduction

902.8

856.3

707.5

513.8

364.2

193.9

222.1

206.4

0

500

1,000

1,500

2002

2003

2004

2005

Net Debt

Cash

($M)

Net debt reduction of approximately $400 million over the

past 4 years

1,267.0

1,050.2

929.6

720.2

24

2005 Financing Steps

(amounts in millions)

Amt

Date

Unsecured 5-Year Credit Facility

$850

6/21

10¼% Notes Redemption

$355

7/21

1st

International Cash Repatriation

$180

9/21

IRB Refunding

$90

12/15

European Credit Facility

€220

12/16

2nd

International Cash Repatriation

$340

12/21

Domestic Term Loan Repayment

$242

12/21

Total Cash Repatriated

$520

25

Capital Structure

12/31/2004

12/31/2005

3/31/2006

($ - millions)

Debt

$250 million Revolving Credit Agreement

-

$              

-

$            

-

$          

$250 Term Loan Due 2007

-

$600 million Senior Secured Credit Agreement

100.0

-

-

$850 million Senior Credit Agreement

-

-

European Facility due 2010

-

260.3

264.2

10.25% Notes Due 2009

352.0

-

-

Industrial Revenue & Pollution Control Bonds

218.2

217.5

217.3

Other Public Domestic Debt

222.8

162.9

162.8

Foreign Debt

36.6

79.5

82.3

Total Debt

929.6

$         

720.2

$      

726.6

$     

Cash

Restricted Cash

9.7

-

-

Domestic Cash

56.6

178.3

126.2

Foreign Cash

155.8

28.1

57.9

Total Cash

222.1

$         

206.4

$      

184.1

$     

Stockholders' Equity

876.2

$         

959.3

$      

1,037.9

$  

Total Capital (Total Debt + Stockholders' Equity)

1,805.8

$      

1,679.5

$    

1,764.5

$  

Net Debt

707.5

$         

513.8

$      

542.5

$     

Fixed Debt

70%

47%

46%

Debt / Total Capitalization

51%

43%

41%

26

Common Stock Dividend & Buybacks

•

We have initiated quarterly cash dividends on FMC common stock,

with the first payment in April.

($ -

millions)

Shares O/S

Rate

Per Quarter

2006

39.0 million

18¢

7.0

21.0

•

BOD authorized $150 million share repurchase program:

–

To be accomplished over the next two years

–

Open market purchases or privately negotiated transactions

27

0

20

40

60

80

100

2002

2003

2005

2004

Net Interest Expense

71.6

92.2

78.4

58.1

Note:  Net  interest expense excluding loss on debt extinguishment

2006 based on guidance issued 4/27/06

($ in millions)

2006E

~35

28

2,400

$2.55

$1.90

$3.20

$4.39

$3.10

$5.45E

1,600

2,000

2001

2002

2003

2004

2005

2006E**

0.00

2.00

4.00

6.00

Multi-Year Recovery

*    Earnings before restructuring and other income and charges per diluted share.

**  2006E calculated using midpoint of guidance issued by FMC on April 27, 2006

On track to deliver sustained multi-year recovery in sales and EPS*

29

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

Meeting or exceeding strategic objectives

-

Robust and growing EBITDA

-

Greater than 12% return of capital

Pursuing proactive, disciplined approach to unlocking value

30

Appendix

31

Non-GAAP Financial Terms

These slides contain certain “non-GAAP financial terms”

which are

defined below:

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.

32

Segment Financial Terms

These slides contain references to segment financial items which

are

presented in detail in Note 18 of FMC’s 2005 Form 10-K.  Some of the

segment financial terms are “non-GAAP financial terms”

and are defined

below.

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.

33

Reconciliation of LTM 3/31/2006 consolidated income from continuing operations before income taxes

(a GAAP measure) to LTM 3/31/2006 EBITDA (a Non-GAAP measure)

(Unaudited, in $ millions)

LTM 3/31/2006

Income (loss) from continuing operations before

income taxes

$201.8

Add:

Restructuring and other charges

68.6

Interest expense, net

49.5

Affiliate Interest Expense

1.1

Depreciation and amortization

133.8

EBITDA (Non-GAAP)

$448.3

EBITDA Reconciliation: LTM 3/31/06

Loss on Extinguishment of Debt

60.5

Investment Gains

(67.0)

34

Reconciliation of LTM 3/31/06 segment operating profit (a GAAP measure)

to LTM 3/31/06 EBITDA (a Non-GAAP measure)

(Unaudited, in millions)

Industrial

Specialty

Agricultural

Segment

Chemicals

Chemicals

Products

LTM 3/31/06 segment operating profit (GAAP)

$91.5

$111.2

$145.9

Add:

Depreciation and amortization

64.3 

31.2

33.4

LTM 3/31/06 EBITDA (Non-GAAP)

$155.8

$142.4

$179.3

Segment EBITDA Reconciliation

FMC Corporation

*

*

*

*

*

*