8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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) January 31, 2019

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FMC CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	1-2376	94-0479804
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
2929 Walnut Street Philadelphia, Pennsylvania		19104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 215-299-6000

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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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
		o

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 31, 2019, FMC Corporation issued a press release providing an update on prior guidance for the fourth quarter 2018 and providing initial outlook for 2019. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1    Press Release

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 (Registrant)
By:	/s/ ANDREW D. SANDIFER
	Andrew D. Sandifer Executive Vice President and Chief Financial Officer

Date: January 31, 2019

EX-99.1

Exhibit 99.1

		FMC Corporation
		2929 Walnut Street
		Philadelphia, PA 19104
		USA
News Release		215.299.6000
		fmc.com
For Release: Immediate
	Media Contact: Emily Parenteau +1.215.299.6288
	emily.parenteau@fmc.com
	Investor Contact: Michael Wherley +1.215.299.6543
	michael.wherley@fmc.com

FMC Corporation Raises Guidance for Fourth Quarter 2018 Earnings and Provides Initial 2019 Outlook

Updated Fourth Quarter Guidance and Key Drivers

• Consolidated adjusted earnings per diluted share now expected to be $1.62 to $1.67, up 17 to 21 percent versus the midpoint of prior guidance

• Agricultural Solutions segment revenue was up 18 percent versus Q4 ’17, on a pro forma basis³, versus prior guidance of 12 percent growth

• Agricultural Solutions segment EBITDA drives $0.08 adjusted earnings per share outperformance versus midpoint of prior guidance

• Lower tax-rate expected to drive additional $0.15 to $0.20 adjusted earnings per share outperformance versus midpoint of prior guidance

Full Year 2019 Outlook (excluding Lithium)^1,2,3 

• Revenue growth of 4 to 6 percent versus pro forma 2018

• Total company EBITDA growth of 5 to 9 percent versus pro forma 2018, despite significant headwinds from raw material costs and foreign exchange

• 2019 adjusted earnings are expected to be in the range of $5.55 to $5.75 per diluted share, excluding any impact from share repurchases in 2019

PHILADELPHIA, January 31, 2019 - FMC Corporation (NYSE:FMC) today announced that it expects fourth quarter 2018 adjusted earnings to be in a range of $1.62 to $1.67 per share, which compares to prior guidance of $1.33 to $1.43 per share. The raised guidance is primarily due to outperformance in Agricultural Solutions and lower than expected taxes. Agricultural Solutions saw strong demand across all regions, which led to an 18 percent increase in segment revenue, on a pro forma basis³; this compares to prior guidance of 12 percent growth at the midpoint. Higher Agricultural Solutions segment EBITDA drives approximately $0.08 incremental adjusted earnings per share versus midpoint of prior guidance. A significantly lower tax rate is expected to contribute an additional $0.15 to $0.20 incremental adjusted earnings per share versus midpoint of prior guidance. All other factors combined add $0.01 incremental adjusted earnings per share versus midpoint of prior guidance.

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Key Drivers of Increased Q4 ‘18 Adjusted EPS Guidance (versus midpoint of prior guidance)	+24 to +29 cents
Agricultural Solutions	+8 cents
Lower tax rate	+15 to +20 cents
All other factors	+1 cent

Full Year 2019 Outlook (excluding Lithium)^1,2,3 

FMC expects full-year 2019 revenue to grow by 4 to 6 percent versus pro forma 2018 revenue, and it expects total company EBITDA growth of 5 to 9 percent versus pro forma 2018, despite significant headwinds from raw material costs and foreign exchange. FMC expects 2019 adjusted earnings per share to be in the range of $5.55 to $5.75, excluding any impact from share repurchases in 2019.

About FMC

FMC Corporation provides solutions to growers around the world with a portfolio of proprietary crop protection products and a robust pipeline fueled by innovative discovery and development capabilities in crop protection, plant health and professional pest and turf maintenance solutions. In October 2018, FMC conducted an initial public offering of its Lithium business.  The new company, Livent Corporation, is approximately 85 percent owned by FMC and is expected to be spun off on March 1, 2019.  FMC employs approximately 7,300 employees (including through Livent) around the globe. To learn more, please visit www.fmc.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in FMC Corporation's 2017 Form 10-K and other SEC filings. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. FMC Corporation does not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance.

This press release contains certain “non-GAAP financial terms” which are defined on our website www.fmc.com.  In addition, we have also provided on our website at www.fmc.com reconciliations of non-GAAP terms to the most directly comparable GAAP term. 

1. Although we provide forecasts for adjusted earnings per share (a non-GAAP financial measure), we are not able to forecast the most directly comparable measures calculated and presented in accordance with GAAP. Certain elements of the composition of the GAAP amounts are not predictable, making it impractical for us to forecast. Such elements include, but are not limited to, restructuring, acquisition charges, and discontinued operations. As a result, no GAAP outlook is provided.

2. Adjusted earnings outlook excludes the Lithium segment, as that business is expected to be reported as discontinued operations in 2019, based on our expectation that we will distribute our remaining stake in Livent Corporation (approximately 85 percent) to FMC shareholders on March 1, 2019.

3. Pro forma calculations for 2018 exclude the Lithium segment entirely, as we intend to show a true year-over-year comparable metric for the 2019 periods. Pro forma calculations for 2017 include the

Page 3/ FMC Corporation Raises Guidance for Fourth Quarter 2018 Earnings and Provides Initial 2019 Outlook

impact of the DuPont Crop Protection acquisition assuming the acquisition occurred at the beginning of the period. The acquisition occurred on November 1, 2017.

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