Obligation FMC Corporation 3.95% ( US302491AR62 ) en USD

FMC Corporation

100 % ▼

Etas-Unis

US302491AR62 ( en USD )

3.95% par an ( paiement semestriel )

31/01/2022 - Obligation échue

Prospectus brochure de l'obligation FMC Corp US302491AR62 en USD 3.95%, échue

1 000 USD

300 000 000 USD

302491AR6

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

FMC Corporation est une société américaine de chimie spécialisée dans les produits agricoles, industriels et énergétiques.

L'Obligation émise par FMC Corporation ( Etas-Unis ) , en USD, avec le code ISIN US302491AR62, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2022

L'Obligation émise par FMC Corporation ( Etas-Unis ) , en USD, avec le code ISIN US302491AR62, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par FMC Corporation ( Etas-Unis ) , en USD, avec le code ISIN US302491AR62, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d252998d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-165066
CALCULATION OF REGISTRATION FEE

Maximum
Offering
Maximum
Amount of
Title of Each Class of
Amount to be
Price per
Aggregate
Registration
Securities to be Registered

Registered

Note

Offering Price

Fee
3.950% Senior Notes due 2022

$300,000,000

100%

$300,000,000

$34,380

PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 25, 2010)
$300,000,000
3.950% Senior Notes due 2022

We are offering $300,000,000 million aggregate principal amount of 3.950% senior notes due 2022 (the "notes"). The notes
will bear interest at the rate of 3.950% per year. We will pay interest on the notes on February 1 and August 1 of each year, beginning
August 1, 2012. The notes will mature on February 1, 2022. We may redeem the notes, 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 will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

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.

Per Note
Total

Public offering price (1)

99.575%

$298,725,000
Underwriting discount

0.650%

$ 1,950,000
Proceeds, before expenses, to FMC (1)

98.925%

$296,775,000
(1) Plus accrued interest from November 22 , 2011, 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, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, on or about November 22, 2011.
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Joint Book-Running Managers

Senior Co-Managers

BNP PARIBAS

DnB NOR Markets

HSBC

Mitsubishi UFJ Securities
SMBC Nikko

US Bancorp
Co-Managers

ANZ Securities

BB&T Capital Markets

BNY Mellon Capital Markets, LLC
J.P. Morgan

KBC Securities USA, Inc.

Lloyds Securities

RBS
TD Securities

Wells Fargo Securities
The date of this prospectus supplement is November 17, 2011
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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
Prospectus Supplement Summary
S-2
Risk Factors
S-7
Use of Proceeds
S-8
Capitalization
S-9
Description of Notes
S-10
Certain U.S. Federal Income Tax Considerations
S-22
Underwriting (Conflicts of Interest)
S-26
Legal Matters
S-29
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 Statements
2
FMC Corporation
3
Use of Proceeds
3
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
3
Description of Securities We May Offer
3
Description of Capital Stock
4
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
Experts
20
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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 "Documents Incorporated by Reference" 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.

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PROSPECTUS SUPPLEMENT 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. 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 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
FMC Corporation
FMC Corporation is a diversified chemical company serving agricultural, consumer and industrial markets globally with
innovative solutions, applications and market-leading products. We operate in three distinct business segments: Agricultural
Products, Specialty Chemicals and Industrial Chemicals. Our Agricultural Products segment develops, markets and sells all three
major classes of crop protection chemicals insecticides, herbicides, and fungicides with particular strength in insecticides
and herbicides. 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 pest control in non-agricultural markets. Specialty Chemicals consists of our BioPolymer
and lithium businesses and focuses on food ingredients that are used to enhance texture, structure and physical stability,
pharmaceutical additives for binding, encapsulation and disintegrant applications, ultrapure biopolymers for medical devices and
lithium for energy storage, specialty polymers and pharmaceutical synthesis. Our Industrial Chemicals segment manufactures a
wide range of inorganic materials, including soda ash, hydrogen peroxide, specialty peroxygens, zeolites and silicates. Through
December 31, 2010, our Industrial Chemicals segment also held a niche position in phosphorous chemicals products; however, in
November 2010 we made the decision to exit the phosphate business via the shutdown of our Huelva facility in Spain.
We were incorporated in 1928 under Delaware law and have our principal executive offices at 1735 Market Street,
Philadelphia, Pennsylvania 19103. 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.

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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 "Prospectus Supplement Summary -- The Offering" section refer to only FMC
Corporation and not its subsidiaries.

Issuer
FMC Corporation

Securities Offered
$300,000,000 aggregate principal amount of 3.950% senior notes due 2022

Maturity
The notes will mature on February 1, 2022.

Interest
3.950% per year. Interest on the notes will accrue from November 22, 2011 and
will be payable on February 1 and August 1 of each year, beginning on
August 1, 2012.

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 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 September 30,
2011, we had indebtedness of approximately $492.0 million that would rank
equally with the notes, we had no material secured indebtedness outstanding and
our subsidiaries had $89.9 million of indebtedness.

Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to
time in part, on or before November 1, 2021 (three months prior to the maturity
date of the notes) at a redemption price equal to the greater of:

· 100% of the principal amount of the 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 30 basis points;

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

redemption date.

In addition, we may redeem the notes at our option, at any time in whole or from

time to time in part, after November 1, 2021

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(three months prior to the maturity date of the notes) at a redemption price equal

to 100% of the principal amount of the 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, so that such additional debt
securities will be consolidated with the notes, including for purposes of voting
and redemptions. See "Description of Notes--Further Issuances."

Form and Denomination
We will issue the notes 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 acting on behalf of beneficial owners as direct
and indirect participants in DTC. Clearstream Banking, société anonyme and
Euroclear Bank, S.A./ N.V., as operator of the Euroclear System, 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 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.

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Use of Proceeds
We intend to use the net proceeds from this offering to pay down existing
indebtedness under our revolving credit agreement and for general corporate
purposes, including our stock repurchase program. See "Use of Proceeds."

Conflicts of Interest
Affiliates of certain of the underwriters are lenders under our credit facility.
Because more than 5% of the net proceeds of the notes may be paid to those
affiliates, this offering will be conducted in compliance with the applicable
requirements of FINRA Rule 5121. See "Underwriting--Conflicts of Interest."
Certain U.S. Federal Income Tax
Considerations
See "Certain 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

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Summary Consolidated Financial Data
Set forth below is a summary of our consolidated financial data for the periods indicated. The operating data for the periods
ended December 31, 2010, 2009 and 2008 and the financial position data as of December 31, 2010 and 2009 have been derived
from our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010 which
is incorporated by reference in this prospectus supplement. The operating data for the years ended December 31, 2007 and 2006,
and the financial position data as of December 31, 2008, 2007 and 2006 have been derived from our audited consolidated
financial statements, in each case, which are not incorporated by reference in this prospectus supplement. Our historical operating
data for the nine months ended September 30, 2011 and 2010, and the financial position data as of September 30, 2011 are
derived from our unaudited consolidated financial statements included in our quarterly report on Form 10-Q for the quarter ended
September 30, 2011, which is incorporated by reference in this prospectus supplement, and includes all adjustments, consisting of
normal recurring adjustments, necessary for a fair statement of this information. Results presented for the nine months ended
September 30, 2011 and 2010 are not necessarily indicative of results to be expected for any full year or future period. You
should read the following summary consolidated historical financial data in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our historical financial statements and related notes incorporated
by reference in this prospectus supplement.

Nine months ended

September 30,

Year ended December 31,

2011 2010 2010 2009 2008 2007 2006

(dollars in millions)

Operating Data:

Revenue

$2,469.3
$2,305.8 $3,116.3 $2,826.2 $3,115.3 $2,632.9 $2,345.9
Income from continuing operations before equity in (earnings) loss of affiliates,
interest income and expense, loss on extinguishment of debt, and income taxes

446.2
394.4 387.1 334.7 500.7 228.0 250.8
Income from continuing operations before income taxes

419.8
367.3 350.5 310.0 471.9 195.3 220.2
Income from continuing operations

323.7
260.5 218.5 257.0 346.5 166.3 151.9
Discontinued operations, net of income taxes

(23.2)
(25.3) (33.6) (18.2) (24.9) (24.3) (12.8)
Net Income

300.5
235.2 184.9 238.8 321.6 142.0 139.1
Less: Net income attributable to noncontrol ing interests

12.5
9.2
12.4
10.3
17.0
9.6
7.8
Net income attributable to FMC stockholders

$288.0
$226.0 $172.5 $228.5 $304.6 $132.4 $131.3
Amounts attributable to FMC stockholders:

Continuing operations, net of income taxes

$311.2
$251.3 $206.1 $246.7 $329.5 $156.7 $144.1
Discontinued operations, net of income taxes

(23.2)
(25.3) (33.6) (18.2) (24.9) (24.3) (12.8)
Net income

$288.0
$226.0 $172.5 $228.5 $304.6 $132.4 $131.3
Ratio of earnings to fixed charges (1):

11.6x
10.2x
7.5x
9.2x 11.6x
5.1x
5.3x

At September

At December 31,

30,

2011

2010
2009
2008
2007
2006

(dollars in millions)

Financial Position Data:

Current assets

$1,690.3
$1,646.2 $1,487.7 $1,432.8 $1,194.1 $1,067.8
Property, plant and equipment, net

954.8
918.5 964.5 939.2 934.7 1,025.1
Total assets

3,389.6
3,319.9 3,136.2 2,993.9 2,733.4 2,740.7
Current liabilities

909.5
963.4 709.2 759.1 751.4 717.5
Long-term debt, less current portion

493.6
503.0 588.0 592.9 419.6 523.5
Total liabilities

2,011.3
2,130.7 2,003.1 2,027.5 1,610.7 1,671.5
Total FMC stockholders' equity

1,318.0
1,131.5 1,076.4 902.9 1,064.3 1,010.2
Noncontrolling interests

60.3

57.7
56.7
63.5
58.4
59.0
Total equity

1,378.3
1,189.2 1,133.1 966.4 1,122.7 1,069.2
(1) For the purposes of the ratio of earnings to fixed charges, earnings consist of income (loss) from continuing operations
before income taxes plus interest expense, amortization expense related to debt discounts, fees and expenses, amortization

of capitalized interest, interest included in rental expenses (assumed to be one-third of rent) and equity in (earnings) loss of
affiliates. Fixed charges consist of interest expense, amortization of debt discounts, fees and expenses, interest capitalized
as part of fixed assets and interest included in rental expenses.

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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, 2010
and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, 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 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 September 30, 2011, our subsidiaries had approximately $89.9 million of indebtedness.
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 September 30, 2011, 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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