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 guidance and other new accounting guidance.

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 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 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.

2009 Highlights

Our businesses this year have each been affected by the downturn in the global economy but to varying degrees. Revenues in the aggregate are down 12 percent versus the first nine months of 2008. Our Industrial Chemicals segment has been most impacted with revenues down 22 percent year-to-date on lower volume due to weak global demand particularly in end markets for flat glass, detergents and pulp and paper. However, revenues in the third quarter are showing improving demand over the second quarter of 2009. Our Specialty Chemicals segment had mixed results with Lithium volumes down on weak end markets in industrial and electronics, while BioPolymer continued to grow revenue, on good commercial performance and from the alginates acquisition in the third quarter of 2008. Our Agricultural Products segment recognized lower revenues in most major markets with the exception of North America.

In response to these weaker market conditions, we took a number of decisions this year to realign some of our operating assets. During the first quarter, we made the decision to shut down the peroxygens' manufacturing facility in Santa Clara, Mexico and the lithium facility in Bayport, Texas. During the second and third quarter, respectively, we made the decision to shut down Foret's operations in Barcelona, Spain and to curtail soda ash operations at our Granger, Wyoming facility.

During the first half of 2009, we closed on two acquisitions in our Agricultural Products business. We acquired the CB Professional Products line of insect control products from Waterbury Companies, Inc. and the proprietary fungicide Benalaxyl from Isagro S.p.A. Both of these acquisitions fit our strategic goal of offering an expanding product portfolio in focused markets. Additionally, we announced plans at the beginning of this year 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                     Nine Months
                                                  Ended September 30,             Ended September 30,
(in Millions)                                     2009            2008           2009            2008
Revenue
Agricultural Products                          $    268.3        $ 263.8       $   782.1       $   817.9
Specialty Chemicals                                 191.7          198.0           558.9           574.2
Industrial Chemicals                                254.4          359.6           766.6           988.9
Eliminations                                         (1.1 )         (0.6 )          (3.5 )          (3.4 )

Total                                          $    713.3        $ 820.8       $ 2,104.1       $ 2,377.6


Income (loss) from continuing operations
before income taxes
Agricultural Products                          $     59.2        $  44.1       $   242.2       $   211.5
Specialty Chemicals                                  40.9           35.9           119.5           116.9
Industrial Chemicals                                 20.7           67.3            57.0           148.1
Eliminations                                           -             0.2            (0.1 )          (0.1 )

Segment operating profit (1)                        120.8          147.5           418.6           476.4
Corporate                                           (10.3 )        (12.5 )         (31.9 )         (37.4 )
Other income (expense), net                          (8.3 )         (1.7 )         (21.1 )          (9.1 )
Interest expense, net                                (6.2 )         (7.5 )         (19.7 )         (24.5 )
Corporate special income (charges):
Restructuring and other income (charges)            (32.3 )        (15.6 )         (84.9 )         (18.0 )
Purchase accounting inventory fair value
impact and other related inventory
adjustments                                          (2.4 )         (1.0 )          (4.7 )          (1.0 )
Provision for income taxes                          (27.2 )        (23.3 )         (74.2 )        (108.0 )
Discontinued operations, net of income
taxes                                                (6.1 )         (5.9 )         (15.7 )         (20.1 )

Net income attributable to FMC stockholders    $     28.0        $  80.0       $   166.4       $   258.3

(1) Results for all segments are net of noncontrolling interests of $1.4 million and $5.6 million in the three and nine months ended September 30, 2009, respectively and $4.7 million and $11.4 million in the three and nine months ended September 30, 2008, respectively. The majority of these noncontrolling interests pertain to our Industrial Chemicals segment.

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                    Nine Months
                                                Ended September 30,             Ended September 30,
                                                2009            2008            2009            2008
Net income includes the following
after-tax charges (gains):
Corporate special charges (income),
pre-tax                                       $    34.7        $  16.6       $     89.6        $  19.0
Income tax expense (benefit) on Corporate
special charges (income)                           (3.8 )         (5.7 )          (21.6 )        (10.5 )

Corporate special charges (income), net of
income taxes                                       30.9           10.9             68.0            8.5
Discontinued operations, net of income
taxes                                               6.1            5.9             15.7           20.1
Tax adjustments                                     0.3          (11.2 )          (14.9 )        (11.2 )

Three months ended September 30, 2009 compared to Three months ended September 30, 2008

In the discussion below, please refer to our chart on page 33 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 related inventory adjustments, 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 September 30,       Increase/(Decrease)
          (in Millions)         2009          2008           $              %
          Revenue            $     268.3    $  263.8   $          4.5         2 %
          Operating Profit          59.2        44.1             15.1        34

Revenue in Agricultural Products of $268.3 million increased two percent versus the prior-year quarter, as sales gains in Brazil and non-crop markets were partially offset by lower volumes in North America and Europe. Revenue in Latin America increased seven percent due to growth in Brazil in planted acres for several key crops and market expansion into soybeans. North America revenues declined five percent mainly due to weaker insect infestations. Revenues in Europe were down nine percent on weaker market conditions and Asia was flat with the prior year period.

Operating Profit of $59.2 million increased 34 percent versus the year-ago quarter, reflecting the sales growth in Brazil, lower raw material costs and a recovery of indirect taxes in Brazil.

Specialty Chemicals



                                  Three Months
                               Ended September 30,       Increase/(Decrease)
          (in Millions)         2009          2008          $               %
          Revenue            $     191.7    $  198.0   $      (6.3 )         (3 )%
          Operating Profit          40.9        35.9           5.0           14

Revenue in Specialty Chemicals was $191.7 million, down three percent versus year ago quarter as strong commercial performance and the benefit of acquisitions in BioPolymer were largely offset by lower lithium volumes. Biopolymer sales increased six percent on stronger pharmaceutical markets and revenues from acquisitions closed in mid-third quarter of 2008, partially offset by the impacts of a weaker euro in the quarter. Lithium revenues were down 26 percent on continued weak markets across the business.

Operating Profit of $40.9 million was 14 percent higher than the year-ago quarter, as favorable commercial performance and the benefits of acquisitions in BioPolymer and a recovery of export taxes in Argentina were partially offset by lower lithium volumes.

Industrial Chemicals

Revenue in Industrial Chemicals of $254.4 million declined 29 percent from the prior-year quarter. Volume declines reduced revenues by 16 percent across the segment and pricing declined five percent as lower prices for phosphates more than offset the pricing improvements in other product lines. Unfavorable currency translation, lower freight billings and lower revenue from electricity sales in Foret further reduced revenues by eight percent. Soda ash volumes in the third quarter were sequentially higher than to second quarter 2009 volumes but remain below their prior-year level. While soda ash pricing was favorable to revenue overall, domestic selling prices for soda ash continued to be higher than prior-year, while export prices have declined sequentially as market share has been regained. In our North American peroxygens business, the higher selling prices and stronger performance in specialty applications have been more than offset by lower hydrogen peroxide volumes due mainly to weaker pulp and paper markets. In Foret, revenues declined on lower volumes, reduced phosphate pricing and unfavorable currency translation.

Operating Profit of $20.7 million was 69 percent lower than the year-ago quarter, driven by the lower sales partially offset by lower energy and raw material costs, primarily phosphate rock.

Other Results of Operations

Corporate expenses

We recorded charges of $10.3 million in the third quarter of 2009 compared to $12.5 million in third quarter of 2008. The decrease was primarily due to reduced incentive compensation expenses and reductions in discretionary spending in the third 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 last-in, first-out ("LIFO") inventory adjustments and pension expense. Other expense increased to $8.3 million in the third quarter of 2009 from $1.7 million in the same period of 2008. The increase was due primarily to higher pension expense and an increase to the mark to market impact of our deferred compensation liability. Other income (expense), net is included as a component of the line item "Costs of sales and services" on our condensed consolidated statements of income.

Interest expense, net

Interest expense, net for the third quarter of 2009 was $6.2 million as compared to $7.5 million in the third 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 $32.3 million in the third quarter of 2009. Charges (income) in this category for the quarter ended September 30, 2009 include the following:

• A $5.5 million charge in our Industrial Chemicals segment due to our decision to phase out operations of our Barcelona, Spain facility. The charge consisted of accelerated depreciation on fixed assets to be abandoned of approximately $7.7 million offset by a $2.2 million benefit due to a reduction in our estimated severance and employee benefits for the shutdown that had been accrued in the second quarter of 2009.

• A $3.6 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 $3.2 million and (ii) severance and employee benefits of $0.4 million.

• A gain of $1.0 million as a result of the sale of our sodium sulfate co-generation facility.

• 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 charge of $21.0 million related to the resolution of a regulatory matter in our Industrial Chemicals segment.

• $7.1 million of severance costs due to other workforce restructurings, of which $5.8 million related to our Industrial Chemicals segment and $1.3 million related to our Specialty Chemicals segment.

• Other asset abandonment charges of $1.6 million, of which $1.1 million related to our Industrial Chemicals segment and $0.5 million related to our Specialty Chemicals segment.

• A Corporate net gain of $4.9 million representing recoveries partially offset by charges related to continuing environmental sites.

• $0.7 million of other charges, related to adjustments related to previously recorded restructuring reserves.

Restructuring and other charges (income) totaled $15.6 million in the third quarter of 2008 primarily as a result of charges of $0.6 million related to the phase-out of our Agricultural Products chemical facility in Baltimore, Maryland, and $2.3 million related to the phase-out of operations at our Jacksonville, Florida facility, both of which are in our Agricultural Products segment. Additional charges include restructuring related severance charges in our Agricultural Products segment, Industrial Chemicals segment and Specialty Chemicals segment ($1.6 million, $0.8 million and $0.3 million, respectively), asset abandonment charges in our Agricultural Products segment, Industrial Chemicals segment and Specialty Chemicals segment ($0.6 million, $0.3 million and $3.3 million, respectively) and charges associated with further rights acquired from a collaboration and license agreement in our Agricultural Products segment ($1.0 million). Remaining restructuring and other charges (income) for the three months ended September 30, 2008 included $0.5 million of other charges primarily related to our Industrial Chemicals segment and charges associated with continuing environmental sites as a Corporate charge ($4.3 million).

Purchase accounting inventory fair value impact and other related inventory adjustments for the three months ended September 30, 2009 represents inventory adjustments related to the third quarter 2008 acquisition in our Specialty Chemicals segment and subsequent alginates business restructuring. For the three months ended September 30, 2008, the charges represent the amortization of the inventory fair value step-up resulting from the application of purchase accounting associated with the third quarter 2008 acquisition in our Specialty Chemicals segment. On the condensed consolidated statements of income, these charges are included in "Costs of sales and services".

Provision for income taxes

We recorded a provision of $27.2 million for the third quarter of 2009 compared to a provision of $23.3 million for the prior period resulting in effective tax rates of 43.4 percent and 20.5 percent, respectively. The increase in the effective tax rate was primarily a result of a change in the mix of domestic income compared to income earned outside of the U.S. and a charge in 2009 related to the resolution of a regulatory matter in our Industrial Chemicals segment that is nondeductible for tax purposes. The change in the rate was also the result of a $10.4 million benefit in 2008 to adjust our reserve for unrecognized tax benefits due to favorable conclusions of tax audits.

Discontinued operations, net of income taxes

Our discontinued operations represent adjustments to retained liabilities primarily related to operations discontinued between 1976 and 2001. The primary liabilities retained include environmental liabilities, other post-retirement benefit liabilities, self-insurance and long-term obligations related to legal proceedings.

Discontinued operations, net of income taxes totaled a loss of $6.1 million for the three months ended September 30, 2009 compared to a loss of $5.9 million for the three months ended September 30, 2008. The loss for the three months ended September 30, 2009 primarily related to charges to increase our reserve for operating and maintenance activities and charges for legal reserves and expenses related to discontinued operations partially offset by recoveries related to our Front Royal site. The loss for the three months ended September 30, 2008 is primarily the result of environmental charges associated with our Front Royal site and charges for legal reserves and expenses related to discontinued operations.

Net income attributable to FMC stockholders

Net income attributable to FMC stockholders decreased to $28.0 million for the three months ended September 30, 2009 from $80.0 million for the three months ended September 30, 2008. The decrease was primarily due to lower Industrial Chemicals segment operating profit and higher restructuring and other charges (income). Partially offsetting this was higher profits in our Agricultural Products segment.

Nine months ended September 30, 2009 compared to Nine months ended September 30, 2008

In the discussion below, please refer to our chart on page 33 under "Overview". All comparisons are between the periods unless otherwise noted.

Segment Results

Agricultural Products

Revenue in Agricultural Products was $782.1 million, a decrease of four percent versus the prior-year period, as sales gains in North America and generally higher pricing across the business were more than offset by lower sales in Latin America, primarily Brazil, and unfavorable currency impacts in Europe and Asia. North American revenues increased eight percent on new product introductions, price increases and sales from the CB Professional Products line acquisition. Europe revenues declined 15 percent on weaker markets and unfavorable currency impacts. Latin America revenues declined six percent due to weaker demand in sugar cane and cotton in the first half of the year. Asia revenues declined seven percent due mainly to unfavorable weather conditions, weak pest pressures and unfavorable currency impacts.

Operating Profit of $242.2 million increased 15 percent from the prior year period as a result of higher selling prices, favorable product and geographic mix, continued global supply chain productivity improvements and lower selling and administrative expenses.

In 2009, full-year revenue will be level to prior year as growth in North America and higher selling prices in most regions is offset by unfavorable currency impacts and weaker market conditions in parts of Europe and Asia. Full-year segment operating profit is expected to be up in the high teens, reflecting higher selling prices, continued supply chain productivity improvements, lower raw material costs and lower selling and administrative expense.

In our Agricultural Products segment, several products are undergoing . . .