PART II  Report of Independent Registered Public Accounting Firm Management’s Annual Report on Internal Control  Over Financial Reporting The Board of Directors and Stockholders FMC Corporation: /s/ KPMG LLP We have audited the accompanying 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. In connection with  our audits of the consolidated financial statements, we have also audited  the related financial statement schedule. These consolidated fi nancial  statements and the financial statement schedule are the responsibility  of the Company’s management. Our responsibility is to express an  opinion on these consolidated fi nancial statements and the fi nancial  statement schedule based on our audits. We conducted our audits 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 the fi nancial statements are free of material  misstatement. An audit includes examining, on a test basis, evidence  supporting the amounts and disclosures in the fi nancial statements.  An audit also includes assessing the accounting principles used and  signifi cant estimates made by management, as well as evaluating the  overall financial statement presentation. We believe that our audits  provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above  present fairly, in all material respects, the fi nancial position of FMC  Corporation and subsidiaries as of December 31, 2010 and 2009, and  the results of their operations and their cash flows for each of the years  in the three-year period ended December 31, 2010, in conformity with  U.S. generally accepted accounting principles. Also in our opinion, the  related fi nancial statement schedule, when considered in relation to  the basic consolidated financial statements, taken as a whole, presents  fairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the  Public Company Accounting Oversight Board (United States),  FMC Corporation’s internal control over financial reporting as of  December 31, 2010, based on criteria established in Internal Control —  Integrated Framework issued by the Committee of Sponsoring  Organizations of the Treadway Commission (COSO), and our report  dated February 22, 2011, expressed an unqualified opinion on the  effectiveness of the Company’s internal control over fi nancial reporting. Philadelphia, Pennsylvania February 22, 2011 Management is responsible for establishing and maintaining adequate  internal control over fi nancial reporting as defi ned in Exchange Act  Rule 13a-15(f). FMC’s internal control over fi nancial reporting is a  process designed to provide reasonable assurance regarding the reliability  of fi nancial reporting and the preparation of fi nancial statements for  external purposes in accordance with U.S. generally accepted accounting  principles. Internal control over financial reporting includes those  written policies and procedures that: 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. We assessed the effectiveness of our internal control over fi nancial  reporting as of December 31, 2010. We based this assessment on  criteria for effective internal control over financial reporting described in  “Internal Control — Integrated Framework” issued by the Committee of  Sponsoring Organizations of the Treadway Commission. Management’s  assessment included an evaluation of the design of our internal control  over financial reporting and testing of the operational eff ectiveness of  our internal control over financial reporting. We reviewed the results of  our assessment with the Audit Committee of our Board of Directors. Based on this assessment, we determined that, as of December 31, 2010,  FMC has effective internal control over fi nancial reporting. KPMG LLP, our independent registered public accounting fi rm, has  issued an attestation report on the effectiveness of internal control over  financial reporting as of December 31, 2010, which appears on page 74. Internal control over financial reporting includes the controls themselves,  monitoring and internal auditing practices and actions taken to correct  deficiencies as identifi ed. • pertain to the maintenance of records that, in reasonable detail,  accurately and fairly refl ect the transactions and dispositions of the  assets of FMC; • provide reasonable assurance that transactions are recorded as necessary  to permit preparation of financial statements in accordance with U.S.  generally accepted accounting principles; • provide reasonable assurance that receipts and expenditures of FMC  are being made only in accordance with authorization of management  and directors of FMC; and • provide reasonable assurance regarding prevention or timely detection  of unauthorized acquisition, use or disposition of assets that could  have a material effect on the consolidated fi nancial statements. 73 FMC CORPORATION    2010 Form 10K