On March 31, 2017, FMC Corporation (the Company) entered into a
definitive Transaction Agreement (the Transaction Agreement) with
E. I. du Pont de Nemours and Company (DuPont). On the terms and
subject to the conditions set forth in the Transaction Agreement,
(1) the Company has agreed to purchase certain assets relating to
DuPonts Crop Protection business and research and development
organization (collectively, the Divested Ag Business) and (2)
DuPont has agreed to purchase certain assets relating to the
Companys Health and Nutrition business segment, excluding its
Omega-3 products (the Acquired HN Business) (collectively, the
Transactions). Additionally, the Company will pay DuPont $1.2
billion in cash (subject to certain adjustments set forth in the
Transaction Agreement), which reflects the difference in value
between the divested businesses. DuPont will retain accounts
receivable and accounts payable associated with the Divested Ag
Business.

The completion of the Transactions is subject to the satisfaction
or waiver of certain conditions, including (1) the closing of
DuPonts merger with the Dow Chemical Company prior to or
substantially concurrently with the closing of the Transactions,
(2) approval of the Company as the buyer of the Divested Ag
Business by certain governmental entities, including the European
Commission and the U.S. Department of Justice, (3) receipt of
certain domestic and foreign approvals under competition laws,
(4) the absence of governmental restraints or prohibitions
preventing the consummation of either of the Transactions or
that, together with the Divestiture Actions (as defined below)
undertaken would reasonably be expected to have a Substantial
Detriment (as defined below) and (5) other customary closing
conditions.

The Transaction Agreement contains mutual customary
representations and warranties made by each of the Company and
DuPont, and also contains mutual customary pre-closing covenants.
The Transaction Agreement contains termination rights for each of
the Company and DuPont, including in the event that the
Transactions are not consummated on or before nine months after
the date thereof, subject to each partys right to unilaterally
extend the termination date of the Transaction Agreement until
twelve months after the date thereof in the event that the
regulatory closing conditions have not been satisfied.

The Transaction Agreement provides that each of the Company and
DuPont is required, and shall cause its subsidiaries, to take all
actions necessary to obtain governmental, regulatory and third
party approvals, related to the Transactions subject to limited
exceptions, including that DuPont is not required to take certain
specified actions to obtain regulatory approval with respect to
the acquisition of the Acquired HN Business (Divestiture Actions)
that would reasonably be likely to result in the one-year loss of
revenues to DuPont, Dow, DowDuPont Inc., their subsidiaries or
the Acquired HN Business in excess of $350 million in the
aggregate (based on fiscal year 2016 annual revenues) (a
Substantial Detriment).

to the Transaction Agreement, the Company and DuPont have agreed
to enter into certain ancillary agreements effective as of the
closing of the Transactions.

The Company expects to close the Transactions in the fourth
quarter of 2017.

The foregoing summary of the Transaction Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Transaction Agreement, which is
filed as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.

ITEM 8.01. OTHER EVENTS

Also, on March 27, 2017, in connection with the Purchase
Agreement, the Company entered into commitment letters (the
Commitment Letters) with Citigroup Global Markets Inc.
(collectively with certain of its affiliates, the Commitment
Party). The Commitment Letters provide that, in connection with
the Transactions and subject to the conditions set forth in the
Commitment Letters, the Commitment Party will commit to provide
to the Company, among other things, a $1.5 billion 364-day bridge
term loan and, in certain circumstances, a $1.5 billion revolving
credit facility and a $750 million term loan facility. The
commitments are subject to various conditions, including (1) the
execution of definitive documentation and (2) other customary
closing conditions.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

* Schedules have been omitted to Item 601(b)(2) of Regulation
S-K. The Registrant hereby undertakes to furnish supplemental
copies of any of the omitted schedules upon request by the U.S.
Securities and Exchange Commission.

Forward-Looking Information

Certain statements contained in this communication may constitute
forward-looking statements and provide other than historical
information. In some cases, we have identified forward-looking
statements by such words or phrases as will likely result, is
confident that, expect, expects, should, could, may, will
continue to, believe, believes, anticipates, predicts, forecasts,
estimates, projects, potential, intends or similar expressions
identifying forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including the
negative of those words and phrases. Such forward-looking
statements are based on our current views and assumptions
regarding future events, future business conditions and the
outlook for the proposed transaction and the company based on
currently available information. These statements involve known
and unknown risks, uncertainties and other factors that may cause
actual results to be materially different from any results,
levels of activity, performance or achievements expressed or
implied by any forward-looking statement. The factors that could
cause actual results to differ materially include the following:
uncertainties as to the timing of the proposed transaction; the
possibility that the parties may be unable to achieve expected
synergies and operating efficiencies within the expected
time-frames or at all and to successfully integrate the Divested
Ag Business into the Companys Agricultural Solutions business, or
the Acquired HN Business into DuPonts Nutrition Health business;
such integrations may be more difficult, time-consuming or costly
than expected; revenues following the proposed transaction may be
lower than expected; operating costs, customer loss and business
disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers, clients or
suppliers) may be greater than expected following the
announcement of the proposed transaction; the retention of
certain key employees; risks associated with the disruption of
managements attention from ongoing business operations due to the
proposed transaction; the conditions to the completion of the
transaction may not be satisfied on the anticipated terms and
timing or at all, or the regulatory approvals required for the
transaction may not be obtained on the terms expected or on the
anticipated schedule; the risk that required regulatory approvals
and other conditions for the closing of the pending merger of
DuPont and The Dow Chemical Company are not received or satisfied
or that the merger does not close; the parties ability to meet
expectations regarding the timing, completion and accounting and
tax treatments of the proposed transaction; the risk that
financing intended to fund the proposed transaction is not
obtained, or is obtained on terms other than those previously
agreed to; the impact of indebtedness that will be incurred by
the Company in connection with the transaction and the potential
impact on the rating of indebtedness of the Company; and any
other effects of proposed transaction on the Company, including
those of the Companys future financial condition, operating
results, strategy and plans; and other factors detailed in the
Companys Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the SEC) for the fiscal year
ended December 31, 2016 and the Companys other filings with the
SEC, which are available at http://www.sec.gov and on the
Companys website at www.fmc.com. The Company assumes no
obligation to update the information in this communication,
except as otherwise required by securities and other applicable
laws. We wish to caution readers not to place undue reliance on
any forward-looking statements contained herein, which speak only
as of the date made.

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.

Date: April 4, 2017

EXHIBIT INDEX

* Schedules have been omitted