PART II  Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders FMC Corporation: We have audited FMC Corporation’s internal control over fi nancial  reporting as of December 31, 2010, based on the criteria established  in  Internal Control — Integrated Framework  issued by the Committee  of Sponsoring Organizations of the Treadway Commission (COSO).  FMC Corporation’s management is responsible for maintaining eff ective  internal control over fi nancial reporting and for its assessment of the  effectiveness of internal control over fi nancial reporting, included in  the accompanying report titled “Management’s Annual Report on  Internal Control Over Financial Reporting”. Our responsibility is to  express an opinion on the Company’s internal control over fi nancial  reporting based on our audit. We conducted our audit in accordance with the standards of the Public  Company Accounting Oversight Board (United States). Th  ose standards  require that we plan and perform the audit to obtain reasonable assurance  about whether effective internal control over fi nancial reporting was  maintained in all material respects. Our audit included obtaining an  understanding of internal control over fi nancial reporting, assessing  the risk that a material weakness exists, and testing and evaluating the  design and operating effectiveness of internal control based on the  assessed risk. Our audit also included performing such other procedures  as we considered necessary in the circumstances. We believe that our  audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process  designed to provide reasonable assurance regarding the reliability of  financial reporting and the preparation of financial statements for  external purposes in accordance with generally accepted accounting  principles. A company’s internal control over financial reporting includes  those policies and procedures that (1) pertain to the maintenance  of records that, in reasonable detail, accurately and fairly refl ect the  transactions and dispositions of the assets of the company; (2) provide  reasonable assurance that transactions are recorded as necessary to  permit preparation of financial statements in accordance with generally  accepted accounting principles, and that receipts and expenditures of  the company are being made only in accordance with authorizations of  management and directors of the company; and (3) provide reasonable  assurance regarding prevention or timely detection of unauthorized  acquisition, use, or disposition of the company’s assets that could have  a material effect on the fi nancial statements. Because of its inherent limitations, internal control over fi nancial  reporting may not prevent or detect misstatements. Also, projections  of any evaluation of effectiveness to future periods are subject to  the risk that controls may become inadequate because of changes  in conditions, or that the degree of compliance with the policies or  procedures may deteriorate. In our opinion, FMC Corporation maintained, in all material  respects, eff ective internal control over financial reporting as of  December 31, 2010, based on the criteria established in  Internal  Control — Integrated Framework  issued by the Committee of Sponsoring  Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the  Public Company Accounting Oversight Board (United States), the  consolidated balance sheets of FMC Corporation and subsidiaries as of  December 31, 2010 and 2009, and the related consolidated statements  of income, changes in equity, cash flows and comprehensive income for  each of the years in the three-year period ended December 31, 2010,  and our report dated February 22, 2011, expressed an unqualifi ed  opinion on those consolidated fi nancial statements. 74 FMC CORPORATION    2010 Form 10K Philadelphia, Pennsylvania February 22, 2011 /s/ KPMG LLP