Obligation FMC CORP 3.2% ( US302491AT29 ) en USD

FMC CORP

94 % ▼

Etats-unis

US302491AT29 ( en USD )

3.2% par an ( paiement semestriel )

01/10/2026

Prospectus brochure de l'obligation FMC CORP US302491AT29 en USD 3.2%, échéance 01/10/2026

2 000 USD

500 000 000 USD

302491AT2

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

01/10/2024 ( Dans 161 jours )

L'Obligation émise par FMC CORP ( Etats-unis ) , en USD, avec le code ISIN US302491AT29, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2026

L'Obligation émise par FMC CORP ( Etats-unis ) , en USD, avec le code ISIN US302491AT29, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par FMC CORP ( Etats-unis ) , en USD, avec le code ISIN US302491AT29, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Securities
to Be
Offering Price
Aggregate
Amount of
to be Registered

Registered

Per Note

Offering Price

Registration Fee(1)
3.200% Senior Notes due 2026

500,000,000

99.899%

$499,495,000

$60,538.794
3.450% Senior Notes due 2029

500,000,000

99.999%

$499,995,000

$60,599.394
4.500% Senior Notes due 2049

500,000,000

99.949%

$499,745,000

$60,569.094

(1)
A filing fee of $181,707.29, calculated in accordance with Rule 457(r), is being transmitted to the U.S. Securities and Exchange Commission in
connection with the securities offered by means of this prospectus supplement.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-229962

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 28, 2019)
$1,500,000,000

FMC CORPORATION
$500,000,000 3.200% Senior Notes due 2026
$500,000,000 3.450% Senior Notes due 2029
$500,000,000 4.500% Senior Notes due 2049

We are offering $500 million aggregate principal amount of 3.200% senior notes due 2026 (the "2026 Notes"), $500 million aggregate
principal amount of 3.450% senior notes due 2029 (the "2029 Notes") and $500 million aggregate principal amount of 4.500% senior notes due 2049 (the
"2049 Notes" and, together with the 2026 Notes and the 2029 Notes, the "notes"). The 2026 Notes will bear interest at the rate of 3.200% per year, the
2029 Notes will bear interest at the rate of 3.450% per year, and the 2049 Notes will bear interest at the rate of 4.500% per year. We will pay interest on
the notes on April 1 and October 1 of each year, commencing on April 1, 2020. The 2026 Notes will mature on October 1, 2026, the 2029 Notes will
mature on October 1, 2029 and the 2049 Notes will mature on October 1, 2049.
We may redeem the notes of each series, in whole or in part, at any time and from time to time prior to their maturity at the redemption prices
described under "Description of Notes--Optional Redemption." Upon the occurrence of a change of control triggering event, we will be required to make
an offer to repurchase the notes as described under "Description of Notes--Change of Control Triggering Event."
The notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured and unsubordinated
indebtedness outstanding from time to time. The notes of each series will be issued only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
The notes will not be listed on any securities exchange. Currently, there is no public trading market for any of the notes.

See "Risk Factors" beginning on page S-7 of this prospectus supplement for a discussion of certain risks that you should consider in
connection with an evaluation of an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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Per 2026
Per 2029
Per 2049

Note
Total

Note
Total

Note
Total

Public offering price

99.899% $499,495,000 99.999% $499,995,000 99.949% $499,745,000
Underwriting discount

0.625% $
3,125,000
0.650% $
3,250,000
0.875% $
4,375,000
Proceeds, before expenses, to FMC (1)

99.274% $496,370,000 99.349% $496,745,000 99.074% $495,370,000

(1)
Plus accrued interest from September 20, 2019, if settlement occurs after that date.

The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company for the account of
its participants, including Clearstream Banking, S.A., and Euroclear Bank, SA/NV, on or about September 20, 2019.

Joint Book-Running Managers

BNP PARIBAS
BofA Merrill Lynch

Citigroup

J.P. Morgan
Senior Co-Managers

SMBC Nikko
TD Securities
BB&T Capital Markets
Santander
Co-Managers

Citizens Capital Markets
KBC Securities USA
Mizuho Securities
PNC Capital Markets LLC
Rabo Securities

US Bancorp

Wells Fargo Securities

Academy Securities

Bancroft Capital
The date of this prospectus supplement is September 17, 2019.
Table of Contents
You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus
or any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with different
information. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You should
not assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on
the front of this prospectus supplement.
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Special Note on Forward-Looking Statements
S-1
Summary
S-2
Risk Factors
S-7
Use of Proceeds
S-9
Capitalization
S-10
Description of Notes
S-11
Material U.S. Federal Income Tax Considerations
S-24
Underwriting (Conflicts of Interest)
S-29
Legal Matters
S-36
Prospectus

Risk Factors

1
About This Prospectus

1
Where Can You Find More Information

1
Documents Incorporated by Reference

1
Special Note on Forward-Looking Information

2
FMC Corporation

2
Use of Proceeds

3
Description of Securities We May Offer

3
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Description of Capital Stock

3
Description of Debt Securities

7
Description of Warrants

15
Description of Depositary Shares

17
Description of Stock Purchase Contracts and Stock Purchase Units

19
Plan of Distribution

19
Legal Matters

20
Independent Registered Public Accounting Firm

20

S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, including the documents incorporated by reference herein, which
describes the specific terms of this offering of notes. The second part, the accompanying prospectus, gives more general information, some of which may
not apply to the notes or this offering. If the description of the offering varies between this prospectus supplement and the accompanying prospectus, you
should rely on the information in this prospectus supplement. You should read the entire prospectus supplement, as well as the accompanying prospectus
and the documents incorporated by reference that are described under the "Documents Incorporated by Reference" section in the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and in
any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized any other person to provide you with
different or additional information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Further, you should assume that the
information appearing in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein, and
any free writing prospectus, is accurate only as of the respective dates of those documents in which the information is contained. Our business, financial
condition, results of operations and prospects may have changed since those dates.
Unless otherwise specified or unless the context requires otherwise, all references in this prospectus supplement to "FMC," "we," "us," "our," the
"Company" or similar references mean FMC Corporation and its consolidated subsidiaries.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
A number of the statements made in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference are
"forward-looking statements" within the meaning of the Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are all statements, other than statements of historical
fact, that may be made by us from time to time. In some cases, you can identify forward-looking statements by terminology such as "anticipates,"
"believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would," and similar expressions or expressions of the negative of these
terms.
Forward-looking statements are based upon certain underlying assumptions, including any assumptions mentioned with the specific statements, as
of the date such statements were made. Such assumptions are in turn based upon internal estimates and analyses of market conditions and trends,
management plans and strategies, economic conditions and other factors. Forward-looking statements and the assumptions underlying them are necessarily
subject to risks and uncertainties inherent in projecting future conditions and results. We assume no obligation to update or provide revisions to any
forward-looking statement in response to changing circumstances, except as required by law. Forward-looking statements, and the risks and uncertainties
related thereto, are further described under the heading "Risk Factors" in this prospectus supplement and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Forward-Looking Information" in our periodic reports filed with the Securities and Exchange
Commission, or the SEC, that are incorporated by reference in this prospectus supplement and the accompanying prospectus, and should be reviewed
carefully. Please consider our forward-looking statements in light of those risks.

S-1
Table of Contents
SUMMARY
The information below is a summary of the more detailed information contained elsewhere or incorporated by reference in this prospectus
supplement and the accompanying prospectus and does not contain all of the information you should consider when making your investment decision.
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We urge you to read all of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference, including our
consolidated financial statements and accompanying notes, carefully to gain a fuller understanding of our business and the terms of the notes, as well
as some of the other considerations that may be important to you, before making your investment decision. You should pay special attention to the
"Risk Factors" section of this prospectus supplement and the information under the heading "Risk Factors" contained in our Annual Report on Form
10-K.
FMC Corporation
We are an agricultural sciences company providing innovative solutions to growers around the world with a robust product portfolio fueled by
a market-driven discovery and development pipeline in crop protection, plant health, and professional pest and turf management. We operate in a
single distinct business segment and develop, market and sell all three major classes of crop protection chemicals: insecticides, herbicides and
fungicides. These products are used in agriculture to enhance crop yield and quality by controlling a broad spectrum of insects, weeds and disease, as
well as in non-agricultural markets for pest control.
We were incorporated in 1928 under Delaware law and have our principal executive offices at 2929 Walnut Street, Philadelphia, Pennsylvania
19104. Our telephone number is (215) 299-6000.
We maintain a website at http://www.fmc.com. The information on and contents of our website are not incorporated by reference in this
prospectus supplement or the accompanying prospectus.

S-2
Table of Contents
The Offering
The following summary contains information about the notes and is not intended to be complete. For a more complete description of the notes,
please refer to the section in this prospectus supplement entitled "Description of Notes" and the section in the accompanying prospectus entitled
"Description of Debt Securities." Unless the context requires otherwise, all references to "we" and the "Company" in this "Summary -- The
Offering" section refer to only FMC Corporation and not its subsidiaries.

Issuer
FMC Corporation

Securities Offered
$500,000,000 aggregate principal amount of 3.200% senior notes due 2026

$500,000,000 aggregate principal amount of 3.450% senior notes due 2029

$500,000,000 aggregate principal amount of 4.500% senior notes due 2049

Maturity
The 2026 Notes will mature on October 1, 2026.

The 2029 Notes will mature on October 1, 2029.

The 2049 Notes will mature on October 1, 2049.

Interest
The 2026 Notes will bear interest at the rate of 3.200% per year.

The 2029 Notes will bear interest at the rate of 3.450% per year.

The 2049 Notes will beat interest at the rate of 4.500% per year.

We will pay interest on the Notes on April 1 and October 1 of each year, commencing on

April 1, 2020.

Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with
all of our existing and future unsecured and unsubordinated indebtedness. The notes will be
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effectively subordinated to any of our secured indebtedness to the extent of the value of the
assets securing such indebtedness. The notes will not be guaranteed by any of our
subsidiaries and will therefore be structurally subordinated to all existing and future
indebtedness and other obligations, including trade payables, of our subsidiaries. At June 30,
2019, we had indebtedness of approximately $2,978.1 million that would rank equally with
the notes, we had no material secured indebtedness outstanding and our subsidiaries had
$260.4 million of indebtedness (not including trade payables).

Optional Redemption
We may redeem the 2026 Notes at our option, at any time in whole or from time to time in
part, before August 1, 2026 (two months prior to the maturity date of the 2026 Notes) at a
redemption price equal to the greater of:

·
100% of the principal amount of the 2026 Notes being redeemed; and

S-3
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·
the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a semiannual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in "Description of Notes -- Optional Redemption") plus 25 basis
points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

In addition, we may redeem the 2026 Notes at our option, at any time in whole or from time
to time in part, on or after August 1, 2026 (two months prior to the maturity date of the 2026

Notes) at a redemption price equal to 100% of the principal amount of the 2026 Notes to be
redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

We may redeem the 2029 Notes at our option, at any time in whole or from time to time in

part, before July 1, 2029 (three months prior to the maturity date of the 2029 Notes) at a
redemption price equal to the greater of:

·
100% of the principal amount of the 2029 Notes being redeemed; and
·
the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a semiannual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in "Description of Notes--Optional Redemption") plus 25 basis
points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

In addition, we may redeem the 2029 Notes at our option, at any time in whole or from time
to time in part, on or after July 1, 2029 (three months prior to the maturity date of the 2029

Notes) at a redemption price equal to 100% of the principal amount of the 2029 Notes to be
redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

We may redeem the 2049 Notes at our option, at any time in whole or from time to time in

part, before April 1, 2049 (six months prior to the maturity date of the 2049 Notes) at a
redemption price equal to the greater of:

·
100% of the principal amount of the 2049 Notes being redeemed; and
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S-4
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·
the sum of the present values of the remaining scheduled payments of principal and
interest thereon (not including any portion of such payments of interest accrued to
the date of redemption) discounted to the redemption date on a semiannual basis

(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined in "Description of Notes--Optional Redemption") plus 35 basis
points;

plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

In addition, we may redeem the 2049 Notes at our option, at any time in whole or from time
to time in part, on or after April 1, 2049 (six months prior to the maturity date of the 2049

Notes) at a redemption price equal to 100% of the principal amount of the 2049 Notes to be
redeemed, plus accrued and unpaid interest to, but not including, the redemption date.

Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event (as defined in this prospectus
supplement), we will be required to make an offer to repurchase the notes at a price equal to
101% of their principal amount plus accrued and unpaid interest to the date of repurchase.
See "Description of Notes--Change of Control Triggering Event."

Covenants
The indenture under which the notes will be issued contains covenants for your benefit.
These covenants restrict our ability with certain exceptions to:

·
incur indebtedness secured by liens;

·
engage in certain sale-leaseback transactions; and

·
merge or consolidate or sell all or substantially all of our assets.

These covenants are subject to important exceptions and qualifications, which are described
in this prospectus supplement and the accompanying prospectus. For a more detailed

description, see "Description of Notes" in this prospectus supplement and "Description of
Debt Securities" in the accompanying prospectus.

Issuance of Additional Notes
We may create and issue additional debt securities having the same terms (other than the
original issuance date and, under certain circumstances, the issue price and initial interest
payment date) of the notes of any series offered hereby, so that such additional debt securities
will be consolidated with the notes of the applicable series, including for purposes of voting
and redemptions. See "Description of Notes--Further Issuances."

Form and Denomination
We will issue the notes of each series in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company, or DTC. Beneficial
interests in the notes will be represented through book-entry accounts of financial institutions

S-5
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acting on behalf of beneficial owners as direct and indirect participants in DTC. Clearstream
Banking, S.A., or Clearstream and Euroclear Bank, SA/NV, or Euroclear, will hold interests
on behalf of their participants through their respective U.S. depositaries, which in turn will
hold such interests in accounts as participants of DTC. Except in the limited circumstances

described in this prospectus supplement, owners of beneficial interests in the notes will not
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be entitled to have notes registered in their names, will not receive or be entitled to receive
notes in definitive form and will not be considered holders of notes under the indenture. The
notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Use of Proceeds
We intend to use a portion of the net proceeds from this offering to (i) redeem or repay at
maturity all $300,000,000 aggregate principal amount of our 5.200% Senior Notes due
December 15, 2019 (the "2019 Notes") (ii) prepay a portion of the aggregate principal
amount outstanding under the Term Loan (as defined below); (iii) repay a portion of our
outstanding commercial paper; and (iv) for general corporate purposes. See "Use of
Proceeds."

Conflicts of Interest
As mentioned under "Use of Proceeds," we expect to use a portion of the net proceeds from
this offering to prepay amounts outstanding under the Term Loan. Certain affiliates of the
underwriters are lenders under the Term Loan. In addition, certain of the underwriters or their
affiliates may receive a portion of the net proceeds of this offering to the extent that they hold
any of our 2019 Notes and the net proceeds are used to redeem such notes. Because more
than 5% of the net proceeds of this offering, not including underwriters' discounts, may be
received by affiliates of certain of the underwriters, to the extent any one underwriter,
together with its affiliates, receives more than 5% of the net proceeds, such underwriter
would be considered to have a "conflict of interest" with us in regard to this offering under
FINRA Rule 5121. Accordingly, this offering will be conducted in accordance with the
requirements of FINRA Rule 5121. No underwriter with a conflict of interest will confirm
sales to any account over which it exercises discretionary authority without the specific prior
written approval of the account holder. See "Underwriting (Conflicts of Interest) -- Conflicts
of Interest."

Material U.S. Federal Income Tax Considerations
See "Material U.S. Federal Income Tax Considerations."

Risk Factors
See "Risk Factors" in this prospectus supplement and the accompanying prospectus and other
information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should consider carefully before
deciding whether to invest in the notes.

Governing Law
The notes will be, and the indenture is, governed by the laws of the State of New York.

Trustee
U.S. Bank National Association

S-6
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RISK FACTORS
You should carefully consider the risks and uncertainties described below as well as any cautionary language or other information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus, including the risks described under the heading "Risk Factors"
in our Annual Report on Form 10-K for the year ended December 31, 2018, before deciding whether to invest in the notes. The risks described therein or
set forth below are those that we consider to be the most significant to your decision whether to invest in the notes. If any of the events described below
occurs, the value of your investment in the notes could decline, and in some cases we may not be able to make payments on the notes, and this could result
in your losing all or part of your investment.
The notes are effectively subordinated to the existing and future liabilities of our subsidiaries and to any secured indebtedness we may incur in
the future to the extent of the assets securing the same.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes. In addition, any
payment of dividends, loans, or advances by our subsidiaries could be subject to statutory or contractual restrictions. Our right to receive any assets of any
of our subsidiaries upon its bankruptcy, liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be
effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of our
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subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries
senior to that held by us. At June 30, 2019, our subsidiaries had approximately $260.4 million of indebtedness (not including trade payables).
The notes are our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other existing and future
unsecured and unsubordinated obligations. The notes are not secured by any of our assets. Claims of secured lenders with respect to assets securing their
loans will be prior to any claim of the holders of the notes with respect to those assets. As of June 30, 2019, we had no material secured indebtedness
outstanding.
The indenture does not restrict the amount of additional unsecured indebtedness that we may incur.
The notes and indenture under which the notes will be issued do not place any limitation on the amount of unsecured indebtedness that may be
incurred by us. Our incurrence of additional indebtedness may have important consequences for you as a holder of the notes, including making it more
difficult for us to satisfy our obligations with respect to the notes, a loss in the market value of your notes and a risk that the credit rating of the notes is
lowered or withdrawn.
We may not have the funds necessary to finance the change of control repurchase offer required by the indenture.
Upon the occurrence of a Change of Control Triggering Event (as defined under "Description of Notes--Change of Control Triggering Event"), we
will be required to make an offer to repurchase all outstanding notes. We cannot assure you that we will have sufficient funds available to make any
required repurchases of the notes. Any failure to repurchase any tendered notes in those circumstances would constitute a default under the indenture. A
default could result in the declaration of the principal and interest on all the notes to be due and payable.
The terms of the indenture and the notes provide only limited protection against significant corporate events that could adversely impact your
investment in the notes.
While the indenture and the notes contain terms intended to provide protection to holders of notes upon the occurrence of certain events involving
significant corporate transactions and our creditworthiness, such terms are limited and may not be sufficient to protect your investment in the notes.

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The definition of the term "Change of Control Triggering Event" does not cover a variety of transactions (such as acquisitions by us or
recapitalizations) that could negatively affect the value of your notes. If we were to enter into a significant corporate transaction that would negatively
affect the value of the notes but would not constitute a Change of Control Triggering Event, we would not be required to offer to repurchase your notes
prior to their maturity.
Furthermore, the indenture for the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

·
limit the ability of our unrestricted subsidiaries to service debt;

·
restrict our ability to repurchase or prepay any other of our securities or other debt;
·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other

securities ranking junior to the notes; or

·
limit our ability to sell, merge or consolidate any of our unrestricted subsidiaries.
Our credit ratings may not reflect all risks of your investment in the notes.
The credit ratings assigned to the notes are limited in scope, and do not address all material risks relating to an investment in the notes, but rather
reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such
rating agency. There can be no assurance that such credit ratings will remain in effect for any given period of time or that a rating will not be lowered,
suspended or withdrawn entirely by the applicable rating agencies, if, in such rating agency's judgment, circumstances so warrant. Agency credit ratings
are not a recommendation to buy, sell or hold any security. Each agency's rating should be evaluated independently of any other agency's rating. Actual or
anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could
affect the market value of the notes and increase our corporate borrowing costs.
There may not be a public market for the notes.
The notes of each series constitute a new issue of securities with no established trading market. We do not intend to list the notes on any securities
exchange or to include the notes in any automated quotation system. While the underwriters of the notes have advised us that they intend to make a market
in the notes of each series, the underwriters will not be obligated to do so and may stop their market-making at any time. Accordingly, no market for the
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notes of any series may develop, and any market that develops may not last. If the notes of a series are traded, they may trade at a discount from their
offering price, depending on prevailing interest rates, the market for similar securities, our performance and other factors. To the extent that an active
trading market does not develop, you may not be able to resell your notes of a series at the price you paid or at all.

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USE OF PROCEEDS
We expect that we will receive approximately $1,485,485,000 in net proceeds from this offering, after deducting the underwriting discounts and
offering expenses payable by us. We intend to use a portion of the net proceeds from this offering to (i) redeem or repay at maturity all of our 2019 Notes;
(ii) prepay a portion of the aggregate principal amount outstanding under the Term Loan Agreement, dated as of May 2, 2017, among the Company, as the
borrower, the other borrowers party thereto, the lenders party thereto and Citibank, N.A., as administrative agent (the "Term Loan"); (iii) repay a portion of
our outstanding commercial paper; and (iv) for general corporate purposes. Prior to the application of any proceeds from this offering, we expect to invest
the proceeds in short-term, interest-bearing investments. See "Underwriting (Conflicts of Interest) -- Conflicts of Interest"
At June 30, 2019, the outstanding principal amount under the Term Loan was $1.4 billion, with an interest rate of 3.7% and a maturity date of
November 1, 2022.
At June 30, 2019, the outstanding amount of short-term borrowings under our commercial paper program was $535.8 million, with a weighted
average interest rate of approximately 2.9% and a weighted average maturity of 4 days.

S-9
Table of Contents
CAPITALIZATION
The following table shows our short-term debt and total capitalization as of June 30, 2019 on an actual basis and as adjusted to reflect the offering
of the notes and the anticipated use of proceeds including the application of a portion of the net proceeds to redeem or repay at maturity the 2019 Notes.
This table should be read in conjunction with our consolidated financial statements, including the accompanying notes, which are incorporated by reference
in this prospectus supplement.

As of June 30, 2019

Actual
As Adjusted
(dollars in millions,
except share and

par value data)

Short-term debt:

Short-term debt

$
171.2
$
171.2
Commercial paper

535.8

35.8
Current portion of long-term debt

387.2

87.2

Total short-term debt and current portion of long-term debt

$
1,094.2
$
294.2

Long-term debt:

Pollution control and industrial revenue bonds due at various times between 2021 and 2032 (less
unamortized discounts of $0.2)

$
51.6
$
51.6
3.950% Senior Notes due 2022, 4.100% Senior Notes due 2024 and 5.20% Senior Notes due 2019 (less
unamortized discount of $0.7)

999.3

699.3
2017 Term Loan Facility

1,400.0

700.0
Revolving Credit Facility

-

-
Foreign debt

89.2

89.2
Debt issuance cost

(8.6)

(8.6)
2026 Notes offered hereby (excluding unamortized discounts)

-

500.0
2029 Notes offered hereby (excluding unamortized discounts)

-

500.0
2049 Notes offered hereby (excluding unamortized discounts)

-

500.0

Total debt

$
2,531.5
$
3,031.5

Less: debt maturing within one year

387.2

87.2
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424B2

Total long-term debt

$
2,144.3
$
2,944.3

Equity:

Preferred stock, no par value, authorized 5,000,000 shares; no shares issued in 2019

-

-
Common stock, $0.10 par value, authorized 260,000,000 shares in 2019; 185,983,792 issued shares at
June 30, 2019

18.6

18.6
Capital in excess of par value of common stock

793.9

793.9
Retained earnings

4,210.5

4,210.5
Accumulated other comprehensive income (loss)

(353.5)

(353.5)
Treasury stock, common, at cost: 55,551,168 shares at June 30, 2019

(1,905.9)

(1,905.9)

Total FMC stockholders' equity

2,763.6

2,763.6

Noncontrolling interests

31.3

31.3

Total equity

2,794.9

2,794.9

Total capitalization

$
6,002.1
$
6,002.1

S-10
Table of Contents
DESCRIPTION OF NOTES
Each series of the notes offered hereby will constitute a new series of debt securities to be issued under the indenture dated November 15, 2009, by
and between FMC Corporation and U.S. Bank National Association, as trustee. A form of the indenture is incorporated by reference into the registration
statement of which the accompanying prospectus is a part. The terms of the indenture are more fully described in the accompanying prospectus. The
following description is only a summary of the material provisions of the notes and the indenture. You should read the documents in their entirety because
they, and not this description, define your rights as a holder of notes. Unless the context requires otherwise, all references to "we" and the "Company" in
this "Description of Notes" section include only FMC Corporation and not its subsidiaries.
General
The notes will be issued in an initial aggregate principal amount of $1,500,000,000, consisting of $500 million of our 2026 Notes, $500 million of
our 2029 Notes and $500 million of our 2049 Notes. The 2026 Notes will mature on October 1, 2026. The 2029 Notes will mature on October 1, 2029. The
2049 Notes will mature on October 1, 2049. The notes of each series will be issued only in fully registered form without coupons in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will not be entitled to any sinking fund.
Interest on each series of the notes will accrue at the respective rates per annum shown on the cover of this prospectus supplement from September
20, 2019, or from the most recent date from which interest has been paid or provided for. Interest will be payable semi-annually on April 1 and October 1
of each year, beginning on April 1, 2020, to the persons in whose names the notes are registered in the security register at the close of business on the
March 15 or September 15 preceding the relevant interest payment date (whether or not such date is a business day), except that interest payable at maturity
will be paid to the same persons to whom principal of the notes is payable. If any interest payment date would otherwise be a day that is not a business day,
that interest payment date will be postponed to the next date that is a business day. If the maturity date of the notes falls on a day that is not a business day,
the related payment of principal and interest will be made on the next business day as if it were made on the date such payment was due, and no interest
will accrue on the amounts so payable for the period from and after such date to the next business day. Interest will be computed on the notes on the basis
of a 360-day year of twelve 30-day months.
Further Issuances
The indenture does not limit the amount of debt securities that we may issue. We may from time to time, without notice to or the consent of the
registered holders of the notes, create and issue additional debt securities having the same terms (other than the original issuance date and, under certain
circumstances, the issue price and initial interest payment date) as the notes of any series being issued in this offering and any such additional debt securities
shall be consolidated and form a single series with the notes of the applicable series being issued in this offering, including for purposes of voting and
redemptions. No such additional debt securities may be issued if an "event of default" (as such term is defined in the accompanying prospectus) has
occurred and is continuing with respect to the notes being issued in this offering.
Ranking
The notes will be our unsecured and unsubordinated obligations and will rank equally with all our existing and future unsecured and
unsubordinated indebtedness. The notes will be effectively subordinated to any of our future secured indebtedness to the extent of the value of the assets
securing such indebtedness. At June 30, 2019, we had indebtedness of approximately $2,978.1 million that would rank equally with the notes.
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Document Outline

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