content_image/228120.jpg
## PART III 

## ITEM 12 Security Ownership of Certain Benefi cial Owners and Management and Related Stockholder Matters 

The information contained in the section titled “V. Security Ownership of FMC Corporation” in the Proxy Statement, with respect to security ownership of certain beneficial owners and management, is incorporated herein by reference in response to this Item 12. 

## Equity Compensation Plan Information 

The table below sets forth information with respect to compensation plans under which equity securities of FMC are authorized for issuance as of December 31, 2010. All of the equity compensation plans pursuant to which we are currently granting equity awards have been approved by stockholders. 

<img src='content_image/228120.jpg'>

(1) Taking into account all outstanding stock options included in this table, the weighted-average exercise price of such stock options is $23.39 and the weighted-average term-to-expiration is 3.7 years. 

(2) Includes 1,586,503 stock options and 456,073 restricted stock awards granted to employees and 41,374 Restricted Stock Units (RSUs) held by directors. 

## ITEM 13 Certain Relationships and Related Transactions, and Director Independence 

The information contained in the Proxy Statement concerning our independent directors under the caption “IV. Information About the Board of Directors and Corporate Governance,” and the information contained in the Proxy Statement concerning our related party transactions policy, appearing under the caption “IV. Information About the Board of Directors and Corporate Governance — Corporate Governance — Related Party Transactions Policy,” is incorporated herein by reference in response to this Item 13. 

## ITEM 14 Principal Accountant Fees and Services 

The information contained in the Proxy Statement in the section titled “II. The Proposals to be Voted On — Ratification of Appointment of Independent Registered Public Accounting Firm” is incorporated herein by reference in response to this Item 14. 

