Item 2 of this report contains certain forward-looking statements that are based
on our current views and assumptions regarding future events, future business conditions and the outlook for our company based on currently available information.

Whenever possible, we have identified these forward-looking statements by such words or phrases as "will likely result", "is confident that", "expects", "should", "could", "may", "will continue to", "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 or phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for our company based on currently available information. The forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, these statements. These statements are qualified by reference to the section "Forward-Looking Statements" in Part II of our Annual Report on Form 10-K for the year ended December 31, 2008 (the "2008 10-K") and to similar disclaimers in all other reports and forms filed with the Securities and Exchange Commission ("SEC"). We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

We further caution that the list of risk factors in Item 1A in Part 1 of the 2008 10-K may not be all-inclusive, and we specifically decline to undertake any obligation to publicly revise any forward-looking statements that have been made to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We have described our accounting policies in Note 1 to our consolidated financial statements included in our 2008 10-K. We have reviewed these accounting policies, identifying those that we believe to be critical to the preparation and understanding of our consolidated financial statements. We have reviewed with the Audit Committee of our Board of Directors those accounting policies that we have deemed critical. Critical accounting policies are central to our presentation of results of operations and financial condition and require management to make estimates and judgments on certain matters. We base our estimates and judgments on historical experience, current conditions and other reasonable factors.

The following is a list of those accounting policies that we have deemed most critical to the presentation and understanding of our results of operations and financial condition. See the "Application of Critical Accounting Policies" section in our 2008 10-K for a detailed description of these policies and their potential effects on our results of operations and financial condition.

• Environmental

• Impairment and valuation of long-lived assets

• Pensions and other postretirement benefits

• Income taxes

We did not adopt any changes in the current period that had a material effect on these critical accounting policies nor did we make any changes to our accounting policies that would have changed these critical accounting policies.

RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

See Note 2 to our condensed consolidated financial statements included in this Form 10-Q for a discussion of recently adopted accounting standards and other new accounting standards.

OVERVIEW

We are a diversified, global chemical company providing innovative solutions, applications and market leading products to a wide variety of markets. We operate in three distinct business segments: Agricultural Products, Specialty Chemicals and Industrial Chemicals. Our Agricultural Products segment primarily focuses on insecticides and herbicides, which are used in agriculture to enhance crop yield and quality by controlling a broad spectrum of insects and weeds 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 specialties for pharmaceutical synthesis, specialty polymers and energy storage. Our Industrial Chemicals segment manufactures a wide range of inorganic materials, including soda ash, hydrogen peroxide, specialty peroxygens and phosphorus chemicals.

First Quarter 2009 Highlights

Our consolidated revenue of $690.5 million decreased eight percent compared to the first quarter of 2008. Agricultural Products, Specialty Chemicals and Industrial Chemicals had revenue decreases of six percent, five percent and 12 percent, respectively. Agricultural Products operating profit increased 12 percent while Specialty Chemicals and Industrial Chemicals operating profits decreased four percent and 36 percent, respectively compared to the prior year period. Our segment results for the three months ended March 31, 2009 were impacted by the following:

• Agricultural Products' Segment operating profit increased as a result of stronger performance in North America and Europe coupled with favorable product and geographical mix, partially offset by lower performance in Brazil.

• Specialty Chemicals' Segment operating profit decreased as a result of lower lithium volumes, which more than offset the strong commercial performance and favorable mix in BioPolymer.

• Industrial Chemicals' Segment operating profit decreased as lower volumes and higher raw material and energy costs more than offset higher selling prices across the segment.

Included in our net income were various restructuring and other income and charges which are described in more detail below under "Results of operations". There was a significant increase in restructuring and other income and charges due to the Santa Clara and Bayport butyllithium facility shutdowns as well as the Alginates manufacturing realignment described below as well as the absence of prior year gains related to the Princeton and Foret asset sales.

On February 20, 2009, we acquired the CB Professional Products line of insect control products from Waterbury Companies, Inc. This acquisition is being integrated into our Agricultural Products Group. This acquisition fits with our strategic goal of offering a broad product portfolio to pest control distribution and a comprehensive set of solutions to pest management professionals.

In March 2009, we made the decision to shut down our manufacturing operations at our Peroxygens facility in Santa Clara, Mexico, which is part of our Industrial Chemicals segment. The decision to shut down the Santa Clara operations was made in an effort to maximize cost savings and improve efficiencies.

In March 2009, we made the decision to close our Bayport butyllithium facility located in Bayport, Texas. The Bayport butyllithium facility is part of our Lithium division which is included in our Specialty Chemicals segment. Our decision is consistent with our ongoing strategy to be globally competitive and focus on products consistent with market demands.

In January 2009, we announced plans to realign our BioPolymer alginates manufacturing operations in Norway and the United Kingdom as the company continues integration of the International Specialty Products (ISP) alginates business acquired in August 2008.

RESULTS OF OPERATIONS

Overview

The following presents a reconciliation of our segment operating profit to net income attributable to FMC stockholders as seen through the eyes of our management. For management purposes, we report the operating performance of each of our business segments based on earnings before interest and income taxes excluding corporate expenses, other income (expense), net and corporate special income/(charges).

                                                                   Three Months Ended
                                                                        March 31,
(in Millions)                                                       2009          2008
Revenue
Agricultural Products                                            $    261.4      $ 277.5
Specialty Chemicals                                                   174.6        183.7
Industrial Chemicals                                                  256.0        290.4
Eliminations                                                           (1.5 )       (1.4 )

Total                                                            $    690.5      $ 750.2


Income (loss) from continuing operations before income taxes
Agricultural Products                                            $     92.5      $  82.9
Specialty Chemicals                                                    38.1         39.5
Industrial Chemicals                                                   22.8         35.6
Eliminations                                                           (0.2 )       (0.2 )

Segment operating profit (1)                                          153.2        157.8
Corporate                                                             (11.3 )      (11.9 )
Other income (expense), net                                            (3.6 )       (3.0 )
Interest expense, net                                                  (7.0 )       (8.7 )
Corporate special income (charges):
Restructuring and other income (charges)                              (22.5 )        8.3
Purchase accounting inventory fair value impact                        (1.9 )         -
Provision for income taxes                                            (33.4 )      (42.2 )
Discontinued operations, net of income taxes                           (4.4 )       (6.4 )

Net income attributable to FMC stockholders                      $     69.1      $  93.9

(1) Results for all segments are net of noncontrolling interests of $1.8 million and $2.9 million in the three months ended March 31, 2009 and 2008, respectively, the majority of which pertains to Industrial Chemicals.

The below chart, which is provided to assist readers of our financial statements, depicts certain after-tax charges (gains). These items are excluded by us in the measures we use to evaluate business performance and determine certain performance-based compensation. These after-tax items are discussed in detail within the "Other results of operations" section that follows.

                                                                    Three Months Ended
                                                                        March 31,
                                                                   2009            2008
Net income includes the following after-tax charges (gains):
Corporate special charges (income)                                   16.7            (9.1 )
Discontinued operations                                               4.4             6.4
Tax adjustments                                                      (0.9 )            -

Three months ended March 31, 2009 compared to Three months ended March 31, 2008

In the discussion below, please refer to our chart on page 30 under "Overview". All comparisons are between the periods unless otherwise noted.

Segment Results

For management purposes, segment operating profit is defined as segment revenue less operating expenses (segment operating expenses consist of costs of sales and services, selling, general and administrative expenses and research and development expenses). We have excluded the following items from segment operating profit: corporate staff expense, interest income and expense associated with corporate debt facilities and investments, income taxes, gains (or losses) on divestitures of businesses, restructuring and other charges, investment gains and losses, loss on extinguishment of debt, asset impairments, LIFO inventory adjustments, amortization of inventory step-up from business acquisitions, and other income and expense items.

Information about how each of these items relate to our businesses at the segment level is discussed in Note 20 of our condensed consolidated financial statements filed in this Form 10-Q and in Note 19 of our 2008 consolidated financial statements in our 2008 10-K.

Agricultural Products



                          Three Months Ended March 31,         Increase/(Decrease)
    (in Millions)           2009                2008               $              %
    Revenue            $         261.4     $         277.5   $       (16.1 )       (6 )%
    Operating Profit              92.5                82.9             9.6         12

Sales of $261.4 million decreased approximately six percent versus the prior year quarter, as lower sales in Latin America, primarily Brazil, and Asia more than offset sales gains in North America and Europe. Latin America sales declined approximately 26 percent primarily due to lower planted acres in cotton and reduced volumes to the sugar cane market driven by unfavorable market conditions, including the lack of readily available financing for many sugar mills. Sales in Asia declined three percent, as a result of lower sales in Australia compared with particularly strong demand a year ago. North America crop sales increased by 25 percent driven primarily by growth from new product introductions and strong early season herbicide demand. Europe sales increased nine percent driven by higher selling prices and the timing of sales, offset by unfavorable currency impacts.

Agricultural Products' operating profit of $92.5 million was approximately 12 percent higher than the year-ago quarter, reflecting stronger sales performance in North America and Europe coupled with favorable product and geographic mix, partially offset by lower performance in Brazil.

In 2009, full-year revenue growth in the mid-single digits is expected, driven by growth in the Americas and Europe partially offset by unfavorable currency impacts. Full-year segment operating profit is expected to be up in the low-to-mid teens, as higher selling prices, favorable product and geographic mix, new product introductions and lower raw material costs are partially offset by spending on growth initiatives.

In our Agricultural Products segment, several products are undergoing re-registration in the U.S. and/or a comparable regulatory review by the European Union ("EU") governmental authorities. In August 2006, the U.S. Environmental Protection Agency issued its "Interim Reregistration Eligibility Decision" ("IRED") for our carbofuran insecticide. The IRED proposes cancellation of all carbofuran uses in the United States, subject to a phase out period for certain minor crop uses while maintaining tolerances for imported commodities (bananas, coffee, rice and sugarcane). The EPA reiterated its proposal in January 2008 with the issuance of a draft Notice of Intent to Cancel. In February 2008, the EPA convened a Scientific Advisory Panel meeting to evaluate scientific issues relevant to the draft Notice of Intent to Cancel carbofuran. At this meeting, the EPA and FMC presented their views on the relevant scientific assessments of carbofuran. Separately, the U.S. Department of Agriculture issued its comments on the draft cancellation notice, stating that carbofuran should continue to be registered. On July 24, 2008, the EPA published a proposal to revoke all carbofuran tolerances under the Federal Food Drug and Cosmetic Act in advance of any issuance of a final Notice of Intent to Cancel under the federal pesticide law. We have responded to that notice, expressing our strong disagreement with the EPA's proposal to revoke tolerances and our belief that carbofuran residues on food do not pose a threat to human health. If the EPA chooses to revoke tolerances or issue a final Notice of Intent to Cancel which continues to eliminate all carbofuran uses, FMC plans to challenge such

decision by requesting review by an administrative law judge. Meanwhile, FMC can continue to sell carbofuran in the United States at this time. Should the EPA issue a final decision to revoke tolerances, the EPA will also decide on when the revocation will take effect. If tolerances are revoked immediately and we cannot obtain a stay of such decision, sales of carbofuran into the relevant crops will be negatively impacted. We expect a final EPA decision on the tolerance revocation proposal in the first half of 2009. The conclusion of any subsequent administrative hearing(s) might take as long as a year from the issuance of a final revocation order. We do not know the EPA's timing on a final Notice of Intent to Cancel the carbofuran registration, though the EPA has said it intends to issue such notice after the tolerance revocation decision.

In November 2006, the EU Commission's Standing Committee on Animal Health and Food Chain voted not to include our carbofuran, carbosulfan and cadusafos products on the official list of active ingredients approved for continued sale in the EU. We believe the Committee's decision was based on a flawed underlying scientific review and a failure to take into account all available data. In June 2007, the European Commission published its decisions not to include carbofuran, carbosulfan and cadusafos on the official list of active ingredients approved for continued sale in the EU. The published decisions required EU Member States to de-register the products within six months, and so FMC ceased its sales of these products in December 2007. We disagreed with the Commission and initiated litigation in the European Community courts, seeking annulment of the carbofuran and carbosulfan decisions; in February 2009, we withdrew those cases. We have also re-submitted cadusafos, carbofuran and carbosulfan for approval on the official list. The outcome of our regulatory resubmissions is uncertain.

Also in the EU, two of our pyrethroid insecticide products, bifenthrin and zeta-cypermethrin, were considered this year for inclusion on the official list of EU-approved active ingredients. In January 2009, we were informed that the Standing Committee voted in favor of including zeta-cypermethrin on the official list. In March 2009 the Commission proposed not to include bifenthrin on the official list, but the Standing Committee rejected that proposal. The regulatory decision has now been referred to the EU Council of Ministers. The outcome of the Council's decision is uncertain. We expect to have a final decision regarding bifenthrin by the end of 2009. In the interim, sales of bifenthrin will continue throughout 2009. If bifenthrin is not included on the official list, we intend to re-submit immediately for reconsideration and thereby seek to minimize any interruption in sales.

We intend to defend vigorously all our products in the U.S., EU and other countries' regulatory processes where FMC's pesticide products will be reviewed in the ordinary course of regulatory programs during 2009 as part of the ongoing cycle of re-registration in countries around the world.

Specialty Chemicals

Three Months Ended March 31, Increase/(Decrease) (in Millions) 2009 2008 $ % Revenue $ 174.6 $ 183.7 $ (9.1 ) (5 )% Operating Profit 38.1 39.5 (1.4 ) (4 )

Revenue in Specialty Chemicals was $174.6 million, a decrease of approximately five percent versus the prior-year quarter. BioPolymer sales increased seven percent on higher selling prices as well as the contribution of the alginates and food ingredients acquisitions. This was more than offset by lithium's sales decline of 32 percent on lower volumes across the business due to significantly weaker demand and inventory destocking along the supply chain for primary compounds and butyllithium. The industrial, energy storage and polymer markets were particularly affected. Pricing across the business remained stable.

Segment operating profit of $38.1 million decreased four percent versus the year ago quarter, primarily as a result of lower lithium volumes, which more than offset the strong commercial performance and favorable mix in BioPolymer. In BioPolymer, earnings improved on revenue growth, favorable product mix and continued productivity improvements partially offset by higher raw material and energy costs. In lithium, earnings declined with the fall in volumes.

In 2009, full-year revenue growth in the low single digits is expected, as higher volumes and improved pricing in BioPolymer is largely offset by lower lithium volumes. Full-year segment operating profit is expected to be up in the mid-single digits driven by strong BioPolymer results partially offset by lower lithium performance.

Industrial Chemicals



                          Three Months Ended March 31,          Increase/(Decrease)
    (in Millions)           2009                2008              $               %
    Revenue            $         256.0     $         290.4   $      (34.4 )        (12 )%
    Operating Profit              22.8                35.6          (12.8 )        (36 )

Revenue in Industrial Chemicals was $256.0 million, a decrease of approximately 12 percent versus the prior-year quarter. Volume declines across the segment reduced revenues by 21 percent which was partially offset by a 14 percent increase in pricing. Unfavorable currency translation further reduced revenues by three percent. In soda ash, both domestic and export selling prices benefited from higher 2009 contract levels while volumes were down relative to a year ago, particularly in the export markets. Across all regions, the flat glass market was most affected by the downturn. Our North American Peroxygens business realized higher selling prices in both our hydrogen peroxide and specialty peroxygens businesses. Volumes declined primarily as a result of soft pulp and paper, polymer and oilfield services markets. Foret also realized higher selling prices across its entire product line. As in North America, hydrogen peroxide volumes in Europe declined as a result of softer pulp and paper market conditions. In phosphates, reduced volumes were primarily driven by lower phosphate based detergent demand due to generic substitution and product reformulations.

Segment operating profit of $22.8 million decreased approximately 36 percent versus the year ago quarter as lower volumes and higher raw material costs, particularly for phosphate rock, of $18.5 million, and energy costs more than offset higher selling prices.

In 2009, full-year revenue is expected to be down 10 - 15 percent as higher selling prices across most businesses are more than offset by lower volumes and unfavorable currency translation. Full-year segment operating profit is expected to be down 20-30 percent as higher selling prices are more than offset by volume declines and higher raw material and energy costs.

Other Results of Operations

Corporate Expenses

We recorded charges of $11.3 million in first quarter of 2009 compared to $11.9 million in the first quarter of 2008. This decrease was primarily due to reduced incentive compensation expense in the first quarter of 2009 compared to the same period in 2008. Corporate expenses are included as a component of the line item "Selling, general and administrative expenses" on our condensed consolidated statements of income.

Other income (expense), net

Other income (expense), net is comprised primarily of LIFO inventory adjustments and pension expense. Other expense increased to $3.6 million in the first quarter of 2009 from $3.0 million in the same period of 2008. The increase was due primarily to higher charges related to our LIFO inventory reserves and higher pension expense. These charges were partially offset by the mark to market impact of our deferred compensation liability and a gain from a foreign exchange transaction.

Interest expense, net

Interest expense, net for the first quarter of 2009 was $7.0 million as compared to $8.7 million in the first quarter of 2008. The decrease was due to lower interest rates on the borrowings under our credit agreements as compared to the prior period.

Corporate special income (charges)

Restructuring and other charges (income) totaled $22.5 million in the first quarter of 2009. Charges (income) in this category for the quarter ended March 31, 2009 include the following:

• A $6.5 million charge in our Industrial Chemicals segment due to our decision to shut down our manufacturing operations at our Peroxygens facility in Santa Clara, Mexico. The charge consisted of (i) accelerated depreciation on fixed assets to be abandoned of approximately $3.3 million, (ii) severance and employee benefits of $1.5 million and
(iii) other shut down costs of approximately $1.7 million.

• A $2.8 million charge in our Specialty Chemicals segment due to the realignment of our BioPolymer alginates manufacturing operations. The charge consisted of (i) accelerated depreciation on fixed assets to be abandoned of approximately $1.3 million, and (ii) severance and employee benefits of $1.5 million.

• A $1.0 million charge related to our Agricultural Products segment acquiring further rights under a collaboration and license agreement with a third-party company.

• A $0.8 million charge in our Agricultural Products segment due to our decision to phase-out operations at our Baltimore, Maryland agricultural chemicals facility. The charge consisted primarily of demolition costs. We ceased production at this facility in the second quarter of 2008.

• $1.5 million of severance costs due to workforce restructurings, primarily related to our Industrial Chemicals segment

• Asset abandonment charges of $3.9 million, of which $2.5 million related to our Agricultural Products segment and $1.4 million related to our Industrial Chemicals segment.

• $1.2 million relating to continuing environmental sites as a Corporate charge.

• $0.7 million of other charges primarily in our Industrial Chemicals . . .