<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-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, 1997
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 . . . . . . . . . . . . . . . . . . . . . . .
A. UNITED DEFENSE, L.P. YORK PLAN
(Full title of the Plan)
B. FMC CORPORATION
200 East Randolph Drive, Chicago, Illinois 60601
(Name and Address of Issuer)
Page 1
<PAGE>
SIGNATURES
- ----------
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
FMC Corporation, as Plan Administrator, has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized.
UNITED DEFENSE, L.P. YORK PLAN
By /s/ J. Paul McGrath
-------------------
J. P. McGrath
Senior Vice President, General Counsel
and Secretary
FMC Corporation
(Plan Administrator)
Dated: October 1, 1997
Page 2
<PAGE>
Independent Auditors' Report
The Board of Directors
The Employee Welfare Benefits Plan
Committee of FMC Corporation:
We have audited the accompanying Statements of Financial Position of United
Defense, L.P. York Plan (Plan) as of March 31, 1997 and 1996, and the related
Statements of Earnings and Changes in Plan Equity for the years ended March 31,
1997 and 1996, and the period from January 1, 1995 through March 31, 1995. 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 provided 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 the Plan as of March 31, 1997
and 1996 and the results of its operations and the changes in its plan equity
for the years ended March 31, 1997 and 1996 and the period from January 1,1995
through March 31, 1995 in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 24, 1997
1
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Statements of Financial Position
March 31, 1997 and 1996
<TABLE>
<CAPTION>
===================================================================================================
1997 1996
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Investment in the FMC Corporation Salaried $ 18,507,407 17,528,414
Employees' Master Trust (notes 2 and 3)
- ---------------------------------------------------------------------------------------------------
Total plan equity $ 18,507,407 17,528,414
===================================================================================================
</TABLE>
See accompanying notes to financial statements.
1
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Statement of Earnings and Changes in Plan Equity
Year ended March 31, 1997
<TABLE>
<CAPTION>
========================================================================================================================
FMC Fixed Harsco
Combined Stock Income Equity Stock
Balance Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income from the
FMC Corporation Salaried
Employees' Master Trust:
Dividends $ 349,765 - - 30,793 318,972
Interest 93,420 271 89,622 390 3,137
Realized and unrealized
gains (losses), net 919,257 (330,320) (7,786) 120,693 1,136,670
- ------------------------------------------------------------------------------------------------------------------------
Total investment income (loss) 1,362,442 (330,049) 81,836 151,876 1,458,779
- ------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Participating employees 1,083,739 258,968 119,122 344,278 361,371
Employer 363,526 363,526 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 1,447,265 622,494 119,122 344,278 361,371
- ------------------------------------------------------------------------------------------------------------------------
Total additions 2,809,707 292,445 200,958 496,154 1,820,150
- ------------------------------------------------------------------------------------------------------------------------
Deductions from net assets
attributed to:
Employees' withdrawals from the plan (1,827,533) (67,998) (201,289) (107,336) (1,450,910)
Fund transfers - (4,511) 26,924 (9,251) (13,162)
Expenses (3,161) - (3,161) - -
Rollovers (20) - 1,370 (1,390) -
- ------------------------------------------------------------------------------------------------------------------------
Total deductions (1,830,714) (72,509) (176,156) (117,977) (1,464,072)
- ------------------------------------------------------------------------------------------------------------------------
Net increase 978,993 219,936 24,802 378,177 356,078
Plan equity, beginning of year 17,528,414 1,359,069 1,131,372 833,934 14,204,039
- ------------------------------------------------------------------------------------------------------------------------
Plan equity, end of year $18,507,407 1,579,005 1,156,174 1,212,111 14,560,117
========================================================================================================================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Statement of Earnings and Changes in Plan Equity
Year ended March 31, 1996
<TABLE>
<CAPTION>
========================================================================================================================
FMC Fixed Harsco
Combined Stock Income Equity Stock
Balance Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income from the
FMC Corporation Salaried
Employees' Master Trust:
Dividends $ 386,915 - - 52,804 334,111
Interest 101,240 126 98,925 130 2,059
Realized and unrealized
gains (losses), net 5,295,525 188,093 (15,679) 140,978 4,982,133
- ------------------------------------------------------------------------------------------------------------------------
Total investment income 5,783,680 188,219 83,246 193,912 5,318,303
- ------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Participating employees 1,032,677 200,315 173,029 180,655 478,678
Employer 415,315 415,315 - - -
- ------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 1,447,992 615,630 173,029 180,655 478,678
- ------------------------------------------------------------------------------------------------------------------------
Total additions 7,231,672 803,849 256,275 374,567 5,796,981
- ------------------------------------------------------------------------------------------------------------------------
Deductions from net assets
attributed to:
Employees' withdrawals from the plan (3,539,400) (73,518) (606,377) (77,345) (2,782,160)
- ------------------------------------------------------------------------------------------------------------------------
Total deductions (3,539,400) (73,518) (606,377) (77,345) (2,782,160)
- ------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) 3,692,272 730,331 (350,102) 297,222 3,014,821
Plan equity, beginning of period 13,836,142 628,738 1,481,474 536,712 11,189,218
- ------------------------------------------------------------------------------------------------------------------------
Plan equity, end of period $17,528,414 1,359,069 1,131,372 833,934 14,204,039
========================================================================================================================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Statement of Earnings and Changes in Plan Equity
For the period from January 1, 1995 through March 31, 1995
<TABLE>
<CAPTION>
========================================================================================================================
FMC Fixed Harsco
Combined Stock Income Equity Stock
Balance Fund Fund Fund Fund
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Net investment income from the
FMC Corporation Salaried
Employees' Master Trust:
Dividends $ 87,481 - - 688 86,793
Interest 36,677 33 34,078 495 2,071
Realized and unrealized
gains (losses), net 863,321 21,734 (5,222) 98,289 748,520
- ------------------------------------------------------------------------------------------------------------------------
Total investment income 987,479 21,767 28,856 99,472 837,384
- ------------------------------------------------------------------------------------------------------------------------
Contributions and deposits:
Participating employees 336,669 52,283 62,186 70,274 151,926
Employer 150,948 112,336 - - 38,612
Rollovers 12,622,003 447,616 1,455,895 400,098 10,318,394
- ------------------------------------------------------------------------------------------------------------------------
Total contributions and deposits 13,109,620 612,235 1,518,081 470,372 10,508,932
- ------------------------------------------------------------------------------------------------------------------------
Total additions 14,097,099 634,002 1,546,937 569,844 11,346,316
- ------------------------------------------------------------------------------------------------------------------------
Deductions from net assets
attributed to:
Employees' withdrawals from the plan (260,940) (5,264) (65,446) (33,132) (157,098)
Expenses (17) - (17) - -
- ------------------------------------------------------------------------------------------------------------------------
Total deductions (260,957) (5,264) (65,463) (33,132) (157,098)
- ------------------------------------------------------------------------------------------------------------------------
Net increase 13,836,142 628,738 1,481,474 536,712 11,189,218
Plan equity, beginning of period - - - - -
- ------------------------------------------------------------------------------------------------------------------------
Plan equity, end of period $13,836,142 628,738 1,481,474 536,712 11,189,218
========================================================================================================================
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Notes to Financial Statements
March 31, 1997 and 1996
================================================================================
(1) Description of the Plan
The following description of the United Defense, L.P. York Plan (the Plan)
provides only general information. Participants should refer to the Plan
text for a more complete description of the Plan's provisions.
(a) General
The Plan is a qualified salary-reduction plan established on January 1,
1995 under Section 401(k) of the Internal Revenue Code, which covers
employees of United Defense, L.P. (the Company) who are employees covered
by a collective bargaining unit (other than employees who generally reside
or work outside of the United States). 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).
United Defense, L.P. is a 60% owned joint venture of FMC Corporation (the
Parent Company). The remaining 40% is owned by Harsco Corporation.
(b) Contributions
Participants may currently elect to have their annual compensation reduced
by up to $9,500, subject to adjustments to reflect changes in the cost of
living, but not by more than 16% of their total compensation in the
aggregate. The aggregate amount of such reductions is contributed to the
Plan trust on a pre-tax basis. Participants may also elect to make after-
tax contributions, either as an alternative to pre-tax contributions, or in
addition to the maximum pre-tax contributions of $9,500 (but not more than
16% of their total compensation in the aggregate). The Company makes
matching contributions of 50% of the portion of those contributions not in
excess of 6% of each participant's compensation (Basic Contribution),
regardless of the $9,500 limit on pre-tax contributions.
(c) Trust Agreement
Effective January 1, 1995, the Parent Company and Harris Trust and Savings
Bank (the Trustee) established the FMC Corporation Salaried Employees'
Master Trust (the Master Trust) for the collective investment of the assets
of the Plan's trust, the trust associated with the FMC Employees' Thrift
and Stock Purchase Plan, and of a trust associated with the United Defense,
L.P., Salaried Employees' Plan. Upon establishment of the Master Trust, the
net assets of the three trusts were transferred to the Master Trust. On
July 1, 1996, the net assets were transferred to Citibank, N.A. (Citibank)
as a result of Citibank's purchase of Harris Trust and Saving Bank's Master
Trust Division.
(d) Investment of Funds
Within the Master Trust, the Trustee has established an FMC Stock Fund, a
Fixed Income Fund, an Equity Fund, and a Harsco Stock Fund. The FMC Stock
Fund consists of shares of the common stock of the Parent 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. 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)
short-term, interest-bearing debt obligations pending investment in
guaranteed income contracts or government securities. The Equity Fund
consists of shares of mutual funds registered under the Investment Company
Act of 1940. The Harsco Stock Fund consists of common shares of Harsco
Corporation, and was not available as an investment election of the Parent
Company's plan included in the Master Trust (See note 2(e)).
(Continued)
5
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Notes to Financial Statements
================================================================================
All Company contributions to the Plan are invested by the Trustee in the
FMC 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 in 25%
increments in: (i) the FMC Stock Fund, (ii) the Fixed Income Fund, (iii)
the Equity Fund, or (iv) the Harsco Stock Fund. 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
increments of 25%) of the accumulated balance of his or her FMC Stock,
Fixed Income, Harsco Stock, and Equity Funds attributable to his or her
contributions transferred among those funds.
(e) 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.
(f) 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 10-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.
(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 an individual participant's account as provided in the Plan.
(h) Withdrawals
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.
(i) Plan Termination
Although it has not expressed any intent to do 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.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan
and Master Trust.
(a) Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
(Continued)
6
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Notes to Financial Statements
================================================================================
(b) Investments
Security transactions are recorded in the financial statements on a
settlement date basis, which does not differ materially from a trade-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) Participant's 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 participant's 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.
(e) Basis of Allocation of Master Trust
Net Assets and Net Income
The trusts participating in the Master Trust have an undivided interest in
the assets (except for Harsco Corporation stock), liabilities, income,
expenses, and gains or losses of the Master Trust. For allocation purposes,
each of the participating trusts retain an ownership percentage in the
Master Trust net assets which was initially established on the basis of
relative net assets contributed by each plan to the Master Trust. Each
month, the percentage is adjusted based on the relative amount of
contributions and distributions attributable to each plan. The percentage
calculated at each month-end is used to allocate the investment income, net
of expenses, and gains or losses of Master Trust investments during that
month. At March 31, 1997 and 1996, the Plan's (and its trust's) interests
in the net assets of the Master Trust were approximately 2%, which included
investments in the following funds:
================================================================================
<TABLE>
<CAPTION>
March 31
--------
1997 1996
---- ----
<S> <C> <C>
FMC Stock Fund $ 1,579,005 1,359,069
Fixed Income Fund 1,156,174 1,131,372
Equity Funds 1,212,111 833,934
Harsco Stock Fund 14,560,117 14,204,039
- --------------------------------------------------------------------------------
$18,507,407 17,528,414
================================================================================
</TABLE>
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and reported amounts of revenue and expenses
during the reporting period. Actual results could differ from these
estimates, but the plan administrator does not believe such differences
will materially affect the Plan's financial position or results of
operations.
(Continued)
7
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Notes to Financial Statements
================================================================================
(3) Master Trust Investments
The following tables present the cost and fair value of investments for the
Master Trust at March 31, 1997 and 1996. All individual investments greater
than 5% of Plan assets are separately identified:
================================================================================
<TABLE>
<CAPTION>
March 31, 1997
Number of -------------------
shares Market Cost
- --------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Investments at fair value as
determined by quoted
market prices:
FMC common stock 7,551,260 $462,515 87,877
Harsco common stock 1,128,242 41,039 16,673
- --------------------------------------------------------------------------------
503,554 104,550
FNMA bonds 49,127 49,392
- --------------------------------------------------------------------------------
552,681 153,942
- --------------------------------------------------------------------------------
Investments at estimated fair value:
Mutual funds 75,310 53,157
Cash 12,517 12,517
- --------------------------------------------------------------------------------
87,827 65,674
Investments at contract value--
fixed rate insurance contracts 175,628 186,725
- --------------------------------------------------------------------------------
$816,136 406,341
================================================================================
</TABLE>
(Continued)
8
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Notes to Financial Statements
================================================================================
<TABLE>
<CAPTION>
March 31, 1996
Number of -------------------
shares Market Cost
- --------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Investments at fair value as
determined by quoted
market prices:
FMC common stock 7,636,816 $573,716 78,164
Harsco common stock 572,730 37,943 16,551
- --------------------------------------------------------------------------------
611,659 94,715
FNMA bonds 49,427 49,392
- --------------------------------------------------------------------------------
661,086 144,107
- --------------------------------------------------------------------------------
Investments at estimated fair value:
Mutual funds 58,820 41,798
Cash 419 419
- --------------------------------------------------------------------------------
59,239 42,217
- --------------------------------------------------------------------------------
Investments at contract value--
fixed rate insurance contracts 184,717 184,717
- --------------------------------------------------------------------------------
$905,042 371,041
================================================================================
</TABLE>
(Continued)
9
<PAGE>
UNITED DEFENSE, L.P. YORK PLAN
Notes to Financial Statements
================================================================================
Investment income for the Master Trust was as follows for the years ended
March 31, 1997 and 1996 and the period from January 1, 1995 through March
31, 1995:
<TABLE>
<CAPTION>
==================================================================================================
The period from
January 1, 1995
Year ended Year ended through
March 31, 1997 March 31, 1996 March 31, 1995
- --------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Investment income:
Net appreciation (depreciation) in fair
value of investments:
FMC Corporation common stock $ (111,194) 104,906 19,361
Harsco common stock 3,177 12,668 1,761
Mutual funds 8,663 10,868 4,002
FNMA bonds (1,548) (2,867) --
- --------------------------------------------------------------------------------------------------
(100,902) 125,575 25,124
Interest 18,733 19,597 5,156
Dividends 2,975 4,754 228
- --------------------------------------------------------------------------------------------------
$ (79,194) 149,926 30,508
==================================================================================================
</TABLE>
(4) Income Taxes
The Plan has applied for, but has not yet received, a favorable
determination letter from the Internal Revenue Service as to the Plan's
qualification. The plan administrator is confident that the Plan is
qualified under Section 401(a) of the Internal Revenue Code(Code) and
therefore, the related trust is exempt from tax under Section 501(a) of the
Code.
The Plan administrator is not aware of any activity or transactions that
may adversely affect the qualified status of the Plan.
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.
10
<PAGE>
PAGE 1
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT TABLE DESCRIPTION
- ------------- -----------
<C> <S>
10.1 United Defense, L.P. York Plan (incorporated by reference
from Exhibits 4.8 and 4.9 to the Registration Statement on
Form S-8 filed on October 1, 1997).
10.2 FMC Corporation Salaried Employees' Master Trust Agreement
effective January 1, 1995 (incorporated by reference from
Exhibit 10.3 to the Form 11-K filed on October 12, 1995).
10.3 Amendment to FMC Salaried Employees' Master Trust dated
April 20, 1995 and effective January 1, 1995 (incorporated by
reference from Exhibit 10.4 to the Form 11-K filed on
October 12, 1995).
23 Consent of KPMG Peat Marwick LLP
</TABLE>
<PAGE>
[LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]
EXHIBIT 23
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
FMC Corporation:
We consent to incorporation by reference in the registration statement on
Form S-8 of FMC Corporation of our reports dated September 24, 1997, relating to
the Statements of Financial Position of the United Defense, L.P. York Plan as of
March 31, 1997 and 1996, and the Statements of Earnings and Changes in Plan
Equity for each of the years in the two-year period ended March 31, 1997 and the
period from January 1, 1995 through March 31, 1995 and the Statements of
Financial Position of the United Defense, L.P. Salaried Employees Plan as of
March 31, 1997 and 1996, and the Statements of Earnings and Changes in Plan
Equity for each of the years in the two-year period ended March 31, 1997 and the
period from January 1, 1995 through March 31, 1995.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 26, 1997
