(NOTIFY) 72731,347
(CONTACT)-NAME) David A. Kain
(CONTACT-PHONE) (312) 861-6050
PAGE 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ll-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended ...March 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from...........to...........
Commission file number.................................
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
(Full title of the Plan)
FMC CORPORATION
200 East Randolph Drive, Chicago, Illinois 60601
Registrant's telephone number, including area code:
(312) 861-6000
(Name, Address and Telephone Number of Issuer)
PAGE 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company, as Plan Administrator, has duly caused
this annual report to be signed by the undersigned thereunto
duly authorized.
FMC EMPLOYEES' THRIFT AND
STOCK PURCHASE PLAN
By W. J. Kirbv
W. J. Kirby
Vice President-Administration
FMC Corporation
(Plan Administrator)
Dated: September 26, 1994
PAGE 3
INDEPENDENT AUDITORS' REPORT
The Board of Directors
FMC Corporation:
We have audited the accompanying statements of financial
position of FMC Employees' Thrift and Stock Purchase Plan
(the Plan) as of March 31, 1994 and 1993 and the related
statements of earnings and changes in plan equity for the
years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant 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 financial statements referred to above
present fairly, in all material respects, the financial
position of FMC Employees' Thrift and Stock Purchase Plan as
of March 31, 1994 and 1993, and the results of its operations
and the changes in its plan equity for the years then ended
in conformity with generally accepted accounting principles.
Our 1994 audit was made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of investments and reportable
transactions are presented for the purpose of additional
analysis and are not a required part of the basic financial
statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental schedules have been subjected to
the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.
KPMG Peat Marwick
Chicago, Illinois
September 9, 1994
PAGE 4
<TABLE>
Item
9 (a) (2)
Annual Report on Form 11-K
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL POSITION
(In thousands)
<CAPTION>
March 31, 1994
March 31, 1993
Fixed Fixed
Combined Stock Income Equity ESOP Combined Stock Income Equity ESOP
Balance Fund Fund Fund Fund Balance Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments (Notes 2 and 3):
FMC Corporation common stock $397,588 360,375 - - 37,213 404,222 362,442 - - 41,780
Fixed rate insurance contracts 241,385 - 241,385 - - 223,042 - 223,042 - -
Mutual funds 40,054 - - 40,054 - 32,002 - - 32,002 -
Total investments 679,027 360,375 241,385 40,054 37,213 659,266 362,442 223,042 32,002 41,780
Receivables - Participant loans 27,641 7,056 20,190 395 - 23,877 7,233 16,432 212 -
Cash 9,885 3,637 5,113 695 440 20,045 1,083 18,748 198 16
Total assets 716,553 371,068 266,688 41,144 37,653 703,188 370,758 258,222 32,412 41,796
Liabilities and Plan Equity
Liabilities:
Payables - (Receivables) (26) 36 (150) 186 (98) 1,324 1,065 257 101 (99)
Deferred Income (note 5) - - - 279 - 279 - -
Total Liabilities (26) 36 (150) 186 (98) 1,603 1,065 536 101 (99)
Plan equity 716,579 371,032 266,838 40,958 37,751 701,585 369,693 257,686 32,311 41,895
Total liabilities
and plan equity $716,553 371,068 266,688 41,144 37,653 703,188 370,758 258,222 32,412 41,796
<FN>
<F1>See accompanying notes to financial statements
</TABLE>
PAGE 5
<TABLE>
Item 9 (a) (3)
Annual Report on Form 11-K
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
(In thousands)
<CAPTION>
Year Ended Year Ended
March 31, 1994 March 31, 1993
Fixed Guaranteed
Combined Stock Income Equity ESOP Combined Stock Income Equity ESOP
Balance Fund Fund Fund Fund Balance Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment income
Dividends $ 4,638 - - 4,638 - 1,738 - - 1,738 -
Interest 20,873 1,178 19,608 85 2 21,707 1,086 20,536 83 2
25,511 1,178 19,608 4,723 2 23,445 1,086 20,536 1,821 2
Realized and unrealized
gains, (Note 3) (11,797) (8,372) - (2,430) (995) 20,161 14,811 - 3,551 1,799
Contributions and deposits:
Participating employees 40,894 27,040 8,594 5,260 - 38,157 23,997 11,397 2,763 -
FMC Corporation 18,032 18,032 - - - 14,039 14,039 - - -
Total additions 72,639 37,877 28,202 7,553 (993) 95,802 53,933 31,933 8,135 1,801
Deductions:
Employee withdrawals
from the plan (57,583) (27,638) (24,453) (2,341) (3,151) (61,359) (31,720) (24,361) (1,734) (3,544)
Fund transfers - (8,901) 5,466 3,435 - - (6,459) 2,827 3,632 -
Expenses (63) (63) - - (48) (6) (42) - -
Total deductions (57,646) (36,538) (19,050) 1,094 (3,151) (61,407) (38,185) (21,576) 1,898 (3,544)
Net increase (decrease) 14,993 1,339 9,152 8,647 (4,144) 34,395 15,748 10,357 10,033 (1,743)
Plan equity, beginning of year 701,585 369,693 257,686 32,311 41,895 667,190 353,945 247,329 22,278 43,638
Plan equity, end of year $716,579 371,032 266,838 40,958 37,751 701,585 369,693 257,686 32,311 41,895
<FN>
<FN1>See accompanying notes to financial statements
</TABLE>
PAGE 6
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31. 1994 AND 1993
Note 1: Description of Plan The following description of the
FMC Employees' Thrift and Stock Purchase Plan (the Plan)
provides only general information. Participants should refer
to the Plan agreement for a more complete description of the
Plan's provisions.
A. General. The Plan is a qualified salary-reduction plan
under Section 401(k) of the Internal Revenue Code which
covers all full-time employees of FMC Corporation (the
"Company") (other than employees who generally reside or work
outside of the United States and employees covered by a
collective bargaining agreement which does not provide for
participation in the Plan). Such employees are eligible to
participate in the Plan immediately upon commencement of
their employment with the Company. The Plan is subject to
the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
B. Contributions. Participants may currently elect to have
their compensation reduced by up to $9,240, subject to
adjustments to reflect changes in the cost of living, but not
more than 15%. The aggregate amount of such reductions is
contributed by the Company to the Plan trust on a pre-tax
basis. Participants may also elect to have an amount in
excess of $9,240, but not more than 15% of their total
compensation in the aggregate, contributed on an after-tax
basis. The Company makes matching contributions of from 15%
to 100% of the portion of those contributions not in excess
of 5% of each participant's compensation (Basic
Contribution), regardless of the $9,240 limit on pre-tax
contributions.
C. Investment of Funds. The Company and the Harris Trust and
Savings Bank have entered into a Trust Agreement under which
the latter acts as Trustee under the Plan. The Trustee has
established a Stock Fund, an ESOP Fund, a Fixed Income Fund
and an Equity Fund. The Stock Fund and the ESOP fund consist
of shares of the common stock of the Company. The Fixed
Income Fund consists of investments in contracts with banks
and insurance companies which guarantee repayment of
principal with interest at a fixed or fixed minimum rate for
a specified period of time. Effective April 1, 1991, the
Fixed Income Fund is authorized to include (1) securities
issued or guaranteed by the U.S. government, or any of its
agencies or instrumentalities, and (2) pending investment in
guaranteed income contracts or government securities, short-
term, interest-bearing debt obligations. For the Plan year
ending March 31, 1994, the guaranteed effective annual yield
was approximately 8.3%. The Equity Fund consists of shares
of mutual funds registered under the Investment Company Act
of 1940.
PAGE 7
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
MARCH 31. 1994 AND 1993
All Company contributions to the Plan are invested by the
Trustee in the Stock Fund and credited to the respective
accounts of the employees participating in the Plan. All
employees contributing to the Plan are entitled to elect to
have the Trustee invest their contributions: (i) entirely in
the Stock Fund, (ii) entirely in the Fixed Income Fund, (iii)
entirely in the Equity Fund, or (iv) in two or more of those
funds in multiples of 25%. A participant's investment election
may be changed prospectively for any Plan year. In addition, a
participant who has attained age 55 may elect to have all or
part (in multiples of 25%) of the accumulated balance of the
participant's Stock, Fixed Income, and Equity Funds
attributable to the participant's contributions transferred
among those funds.
D. Vesting. Participants are immediately vested in their
elective contributions plus actual earnings thereon. Vesting
in the Company's contributions and related earnings is based
on years of service. A participant is 100% vested after five
years of service.
E. Payment of Benefits. On termination of service or
attainment of age 59-1/2, any participant may elect to
immediately receive a lump sum distribution equal to the
value of his or her account. Participants age 55 or older or
whose accounts are valued at not less than $3,500 may upon
termination elect to defer their lump sum distribution or
receive annual installments over a ten-year period. If a
participant is not fully vested in the Company's
contributions to his or her account on the date of
termination of the participant's employment, the unvested
portion is forfeited. Such forfeitures reduce future Company
contributions to the Plan.
F. ESOP Provisions. Generally, any person who was employed
by the Company at any time during a calendar year for which
the Company made an ESOP contribution and who had completed
one year of service is a participant. Pursuant to the repeal
of the ESOP tax credit for compensation paid or accrued after
December 31, 1986, by the Tax Reform Act of 1986, the Company
discontinued contributions to the ESOP Fund (including
contributions to the TRASOP which expired December 31, 1982).
Effective November 1, 1988, the ESOP was spun off into a
separate plan known as the "FMC Employees' Stock Plan",
however, it is included in the ESOP fund in the accompanying
financial statements.
G. Expenses. The compensation and expenses of the Trustee
are paid by the Company. All other expenses of the Plan may
be paid by the Trustee out of the assets of the Plan and
constitute a charge upon the respective investment funds or
upon the individual participants' accounts as provided in the
Plan.
PAGE 8
H. Withdrawals and Loans. The Plan allows participants to
make hardship cash withdrawals (subject to income taxation
and IRS penalties) of some or all of their vested account
balances. Eligible participants may also receive money from
the Plan in the form of loans. The minimum that may be
borrowed is $1,000; the maximum is the lesser of $50,000, as
adjusted, or 50% of the participant's vested account balance.
Loans must be repaid over 60 months with interest at the
announced Fixed Income Fund rate or some other reasonable
rate as determined by the Company. Participant loans
outstanding as of March 31, 1994 and 1993 were approximately
$28 million and $24 million, respectively.
I. Plan Termination. Although it has not expressed any
intent in doing so, the Company has the right under the Plan
to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of the Plan and ERISA. In
the event of Plan termination, participants will become 100%
vested in their account balances.
Note 2: Summary of Significant Accounting Policies The
following are the significant accounting policies followed by
the Plan:
A. Basis of Accounting. The Plan's financial statements are
prepared on the accrual basis of accounting.
B. Investments. Security transactions are recorded in the
financial statements on a settlement date basis.
C. Valuation of Investments. Quoted or estimated market
prices are used to value investments except for certain
contracts with banks and insurance companies which guarantee
repayment of principal with interest at a fixed or fixed
minimum rate for a specified period of time. These contracts
are valued at contract value.
D. Participants' Equity. For financial statement purposes,
the cost per share of FMC Corporation common stock is stated
at the price paid by the Trustee on a national securities
exchange. In computing individual participants' equity for
tax purposes, the cost per share of FMC Corporation common
stock is determined by (i) the price paid by the Trustee on a
national securities exchange or (ii) the price paid per share
of FMC Corporation common stock reacquired from a withdrawing
participant electing a cash withdrawal.
PAGE 9
Note 3: Investments The cost and market value of the Plan's
investments are summarized below, with individual investments
greater than 5% of Plan assets separately identified:
March 31, 1994 March 31, 1993
Number Number
of of
Shares Market Cost Shares Market Cost
(In Thousands) (In Thousands)
INVESTMENTS AT:
Quoted Market Value
FMC Common Stock, 8,370,283 $397,588 $78,031 8,313,058 $404,222 $69,099
FNMA 92.179 37,416 38,454 38,183 38,454
Other 10,805 10,937 11,433 10,937
445,809 127,422 453,838 118,490
Contract value
Seafirst Bank GIC 89002 41,749 41,749
John Hancock GIC 5952 50,868 50,868 46,667 46,667
Other 142,296 142,296 84,732 84,732
193,164 193,164 173,148 173,148
Estimated Market Value
Mutual Funds 40,054 36,782 32,002 26,300
Other 278 1,171
40,054 36,782 32,280 27,471
$679,027 $357,368 $659,266 $319,109
During the years ended March 31, 1994 and 1993, the Plan's
investments (including investments bought, sold and held during
the years) appreciated (depreciated)in value as follows (in
thousands):
Year Ended Year Ended
March 31, 1994 March 31, 1993
FMC Corp. common stock $(9,367) $16,610
Mutual Funds (2,430) 3,551
$(11,797) $20,161
Note 4: Income Taxes The Plan has received a favorable
determination letter from the Internal Revenue Service indicating
that it is qualified under Section 401(a) of the Internal Revenue
Code and therefore the related trust is exempt from tax under
Section 501(a) of the Code. The Plan has been restated to comply
with the Tax Reform Act of 1986 and subsequent legislation.
Although the Plan has not yet received a new determination letter
on the restated document, the plan administrator is confident that
the Plan meets the requirements of Section 401(a).
PAGE 10
The Company receives a federal income tax deduction for its
contributions to the Plan. Participating employees are not
subject currently to federal income tax on their elective
contributions, Company contributions, appreciation in the
Company's common stock, income and other items allocated to their
individual accounts. Individual participants are taxed on such
items at the time of distribution from the Plan.
Note 5: Deferred Income In October, 1992, the Plan terminated its
fixed income fund contracts with Maccabees Insurance Company. As
a result, the Plan received a market value adjustment for the
contract of $407,562 which represents earnings that would have
accrued to the Plan, if the contract had been allowed to continue
to its maturity date of March 31, 1994. This amount was booked as
deferred income to be allocated to participants on a monthly basis
through March, 1994. The ending balance at March 31, 1993
represents the balance remaining to be allocated.
PAGE 11
ITEM 30(a)
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
SCHEDULE OF INVESTMENTS
MARCH 31, 1994
($ in thousands)
MARKET
FUND SECURITY COST VALUE
Stock Fund FMC Common Stock $ 70,641 $360,375
Fixed Income
Fund
Prudential Ins. GA 5632 5,189 5,189
Commonwealth 25,000 25,000
Metropolitan 13156 28,807 28,807
FNMA 92-179 38,454 37,416
Citibank Stable Asset 26,137 26,137
FNMA 92-214 10,937 10,805
Prudential Ins. GA 5632-214 8,192 8,192
John Hancock GIC 5952 50,868 50,868
Allstate GIC 5168 12,717 12,717
Commonwealth (IDS) 12,393 12,393
Commonwealth Trust 4,233 1,619
Prudential Ins. 5632-213 22,242 22,242
Total Fixed Income 245,169 241,385
Equity Fund Clipper 12,604 13,138
Mutual Qualified 12,244 13,888
Sequoia 11,934 13,028
Total Equity 36,782 40,054
ESOP Fund FMC Common Stock 7,390 37,213
See accompanying Independent Auditors' Report
PAGE 12
ITEM 30 (d)
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
MARCH 31. 1994
($ in thousands)
NUMBER OF
PURCHASES SALES
Fixed Income Fund PURCHASES SALES COST VALUE GAIN(LOSS)
Prudential Insurance 5632 1 680 680 -
Allstate Insurance 4605 1 13,143 13,143 -
Seafirst Bank 89002 1 45,807 45,807 -
See accompanying Independent Auditors' Report
PAGE 1
EXHIBIT INDEX
PAGE NUMBER IN
NUMBER IN DOCUMENT NUMBERING
EXHIBIT TABLE DESCRIPTION SYSTEMS
FMC Employees' Thrift
and Stock Purchase Plan,
as revised and restated as
of April 1, 1985 (incorporated
by reference from Exhibit
10.4 to the form SE filed
10.1 on March 26. 1986). N/A
Amendments to the FMC
Employees' Thrift and Stock
Purchase Plan effective
April 1, 1996 (incorporated
by reference from Exhibit 4.3
to the form SE filed on August
10.2 6, 1986). N/A
Amendments to the FMC Employees' N/A
Thrift and Stock Purchase Plan
effective April 1, 1988 (incorporated
by reference from Exhibit 4.1 to the
10.3 form SE filed on February 26, 1988).
24 Consent of Independent Auditors 2
PAGE 2
Exhibit 24
The Board of Directors FMC Corporation:
We consent to incorporation by reference in the registration
statement (No. 33-48984) on Form S-8 of FMC Corporation of
our report dated September 9, 1994, relating to the
statements of financial position of FMC Employees' Thrift
and Stock Purchase Plan as of March 31, 1994 and 1993, and
the related statements of earnings and changes in plan
equity for the years then ended, which report appears in the
March 31, 1994 annual report on Form ll-K of FMC Employees'
Thrift and Stock Purchase Plan.
KPMG Peat Marwick
Chicago, Illinois
September 9, 1994
