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 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.

Highlights For The Three And Six Months Ended June 30, 2009

Our revenue for the second quarter of 2009 decreased 13 percent and revenue for the six months ended June 30, 2009 decreased 11 percent compared to the prior year respective periods. Agricultural Products and Industrial Chemicals had revenue decreases for the three months ended June 30, 2009 of nine percent and 24 percent, respectively and revenue decreases for the six months ended June 30, 3009 of seven percent and 19 percent, respectively, compared to the prior year periods. Specialty Chemicals' revenue remained flat for the three months ended June 30, 2009 and decreased two percent for the six months ended June 30, 2009 compared to prior year periods.

In the second quarter of 2009, Agricultural Products operating profit increased seven percent while Specialty Chemicals and Industrial Chemicals operating profits decreased two percent and 70 percent, respectively, compared to the prior year period. During the six months ended June 30, 2009, Agricultural Products operating profit increased nine percent while Specialty Chemicals and Industrial Chemicals operating profits decreased three percent and 55 percent, respectively, compared to the prior year period. Our segment results for the three and six months ended June 30, 2009 were impacted by the following:

• Agricultural Products' Segment operating profit increased as a result of higher selling prices, stronger performance in North America, favorable product and geographical mix, continued global supply chain improvements and lower selling, general and administrative expenses.

• Specialty Chemicals' Segment operating profit decreased as a result of lower lithium volumes, temporary plant curtailments taken to reduce inventories and unfavorable currency translation, which more than offset the favorable commercial performance and the benefits of productivity initiatives and acquisitions in BioPolymer.

• Industrial Chemicals' Segment operating profit decreased, driven by lower volumes and higher raw material costs, particularly phosphate rock, which more than offset favorable pricing 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 Barcelona, Santa Clara and Bayport butyllithium facility shutdowns as well as the Alginates manufacturing realignment described below. Also impacting the change versus prior year was the absence of prior year gains related to the Princeton and Foret asset sales.

In June 2009, we made the decision to phase out operations of our Barcelona, Spain facility by March 2010. The facility is part of Foret which is included in our Industrial Chemicals segment. High costs at the Barcelona facility coupled with reduced demand for product manufactured at that site have made it uneconomical for FMC to continue operations at the Barcelona facility.

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.

In February 2009, we acquired the CB Professional Products line of insect control products from Waterbury Companies, Inc. and in June 2009, we acquired the proprietary fungicide Benalaxyl from Isagro S.p.A. Both of these acquisitions are being integrated into our Agricultural Products Group and fit our strategic goal of offering an expanding product portfolio in focus market and geographic segments. The CB Professional Products provides a comprehensive set of solutions to pest management professionals primarily in the United States. Benalaxyl is a highly effective systematic fungicide with the majority of sales expected in the European Union and Latin America.

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             Six Months Ended
                                                        June 30,                      June 30,
(in Millions)                                      2009           2008          2009           2008
Revenue
Agricultural Products                            $   252.4       $ 276.6      $   513.8      $   554.1
Specialty Chemicals                                  192.7         192.4          367.2          376.2
Industrial Chemicals                                 256.2         338.9          512.2          629.3
Eliminations                                          (1.0 )        (1.3 )         (2.4 )         (2.8 )

Total                                            $   700.3       $ 806.6      $ 1,390.8      $ 1,556.8


Income (loss) from continuing operations
before income taxes
Agricultural Products                            $    90.5       $  84.4      $   183.0      $   167.4
Specialty Chemicals                                   40.5          41.5           78.6           81.0
Industrial Chemicals                                  13.5          45.3           36.3           80.8
Eliminations                                           0.1            -            (0.1 )         (0.2 )

Segment operating profit (1)                         144.6         171.2          297.8          329.0
Corporate                                            (10.3 )       (13.1 )        (21.6 )        (25.0 )
Other income (expense), net                           (9.2 )        (4.4 )        (12.8 )         (7.4 )
Interest expense, net                                 (6.5 )        (8.3 )        (13.5 )        (17.0 )
Corporate special income (charges):
Restructuring and other income (charges)             (30.1 )       (10.7 )        (52.6 )         (2.4 )
Purchase accounting inventory fair value
impact                                                (0.4 )          -            (2.3 )           -
Provision for income taxes                           (13.6 )       (42.5 )        (47.0 )        (84.7 )
Discontinued operations, net of income taxes          (5.2 )        (7.8 )         (9.6 )        (14.2 )

Net income attributable to FMC stockholders      $    69.3       $  84.4      $   138.4      $   178.3

(1) Results for all segments are net of noncontrolling interests of $2.4 million and $4.2 million in the three and six months ended June 30, 2009, respectively and $3.8 million and $6.7 million in the three and six months ended June 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 Ended          Six Months Ended
                                                           June 30,                   June 30,
                                                       2009           2008       2009           2008
Net income includes the following after-tax
charges (gains):
Corporate special charges (income)                  $     20.4        $ 6.7    $    37.1       $ (2.4 )
Discontinued operations                                    5.2          7.8          9.6         14.2
Tax adjustments                                          (14.3 )         -         (15.2 )         -

Three months ended June 30, 2009 compared to Three months ended June 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 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

Sales of $252.4 million decreased nine percent versus the prior year quarter, as sales gains in North America were more than offset by lower sales in Europe and Asia as well as unfavorable currency impacts. North America crop sales increased six percent driven primarily by growth from new product introductions and price increases. Sales in Europe declined 30 percent due to unfavorable currency impacts and timing of sales due to market demands where some sales were advanced into the first quarter of this year as well as some delays into the third quarter. Sales in Asia declined 16 percent, as a result of generally lower sales across the region due to unfavorable weather and other market conditions and unfavorable currency, partially offset by price increases. Latin America sales were flat as growth in Brazil was offset by lower sales in Argentina due to poor weather conditions.

Operating profit of $90.5 million was seven percent higher than the year-ago quarter due to strong results in North America, favorable global supply chain performance and lower selling, general and administrative expense.

Specialty Chemicals

Revenue of $192.7 million was essentially level to the prior-year quarter. BioPolymer sales increased 11 percent on higher selling prices as well as the contribution of the alginates and food ingredients acquisitions, partially offset by unfavorable currency impacts. Lithium sales declined 26 percent on lower volumes on continued weak demand across the business while pricing remained stable.

Operating profit of $40.5 million decreased two percent versus the year ago quarter as favorable commercial performance and the benefits of productivity initiatives and acquisitions in BioPolymer were more than offset by lower lithium volumes, temporary plant curtailments taken to reduce inventories and unfavorable currency translation.

Industrial Chemicals

Revenue of $256.2 million decreased 24 percent versus the prior-year quarter. Volume declines across the segment reduced revenues by 19 percent which was partially offset by a two percent net increase in pricing. Unfavorable currency translation and lower freight billings further reduced revenues by seven percent. In soda ash, higher prices were more than offset by lower volumes, particularly in Asian export markets due both to weak demand and aggressive Chinese exports. 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 sales declined, due mainly to lower volumes and pricing for phosphates and unfavorable currency translation. Hydrogen peroxide volumes at Foret also declined as a result of soft pulp and paper market conditions.

Segment operating profit of $13.5 million decreased 70 percent versus the year ago quarter due to the lower volumes and higher raw material costs, particularly for phosphate rock, partially offset by net higher selling prices.

Weak market conditions in the segment led to decisions in the second quarter to close our silicates and sulfur derivatives facility in Barcelona (see Note 10) and to curtail production at our Granger, Wyoming soda ash facility.

Other Results of Operations

Corporate Expenses

We recorded charges of $10.3 million in the second quarter of 2009 compared to $13.1 million in second quarter of 2008. The decrease was primarily due to reduced incentive compensation expenses in the second 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 $9.2 million in the second quarter of 2009 from $4.4 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. 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 second quarter of 2009 was $6.5 million as compared to $8.3 million in the second 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 $30.1 million in the second quarter of 2009. Charges (income) in this category for the quarter ended June 30, 2009 include the following:

• A $12.5 million charge in our Industrial Chemicals segment due to our decision to phase out operations of our Barcelona, Spain facility. The charge consisted primarily of severance and employee benefits.

• A $0.2 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 accelerated depreciation on fixed assets to be abandoned.

• A $3.4 million charge in our Specialty Chemicals segment due to our decision to close our Bayport butyllithium facility located in Bayport, Texas. The charge consisted of accelerated depreciation on fixed assets to be abandoned.

• A $0.5 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 of miscellaneous shutdown charges. We ceased production at this facility in the second quarter of 2008.

• $3.0 million of severance costs due to other workforce restructurings, of which $2.2 million related to our Industrial Chemicals segment and $0.8 million related to our Specialty Chemicals segment.

• Other asset abandonment charges of $1.2 million, primarily related to our Industrial Chemicals segment.

• A $2.8 million Corporate charge relating to continuing environmental sites.

• $3.0 million of other charges, primarily relating to settlements with state authorities for property claims and adjustments related to previously recorded restructuring reserves.

Restructuring and other charges (income) totaled $10.7 million in the second quarter of 2008 primarily as a result of charges of $5.8 million related to the phase-out of our Agricultural Products chemical facility in Baltimore, Maryland, and $2.6 million related to the phase-out of operations at our Jacksonville, Florida facility, both of which are in our Agricultural Products segment. Remaining charges in the second quarter of 2008 primarily included $0.9 million of severance costs due to other workforce restructurings and $0.3 million of other charges, primarily related to our Industrial Chemicals segment and $1.1 million of Corporate charges relating to continuing environmental sites.

Purchase accounting inventory fair value impact represents $0.4 million in charges related to 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 and the first quarter 2009 acquisition in our Agricultural Products segment. On the condensed consolidated statements of income these charges are included in "Costs of sales and services" for the three months ended June 30, 2009.

Provision for income taxes

We recorded a provision of $13.6 million for the second quarter of 2009 compared to a provision of $42.5 million for the prior period resulting in effective tax rates of 15.0 percent and 30.7 percent, respectively. The decrease in the effective tax rate was primarily a result of a reduction in our liability for unrecognized tax benefits of approximately $18 million as a result of settlements of audits and expiration of statute of limitations.

Discontinued operations, net of income taxes

Discontinued operations, net of income taxes totaled a loss of $5.2 million for the three months ended June 30, 2009 compared to a loss of $7.8 million for the three months ended June 30, 2008. The loss for the three months ended June 30, 2009 primarily related to environmental charges to increase our reserve for operating and maintenance activities and charges for legal reserves and expenses related to discontinued operations.

The loss for the three months ended June 30, 2008 is primarily the result of environmental charges associated with our Middleport 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 $69.3 million for the three months ended June 30, 2009 from $84.4 million for the three months ended June 30, 2008. The decrease was primarily due to lower Industrial Chemicals segment operating profit and significantly higher restructuring and other charges (income). Partially offsetting this was higher profits in our Agricultural Products segment, a reduction in interest expense and a lower effective tax rate.

Six months ended June 30, 2009 compared to Six months ended June 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

Sales of $513.8 million decreased seven percent versus the prior year period, as sales gains in North America were more than offset by lower sales in Latin America, particularly Brazil, and unfavorable currency impacts in Europe and Asia. North America crop sales increased 15 percent driven primarily by strong herbicide sales, growth from new product introductions and price increases. Latin America sales declined approximately 15 percent primarily due to lower planted acres in cotton and reduced volumes to the sugar cane market driven by unfavorable market conditions. Sales in Asia declined 10 percent, as a result of . . .