<PAGE>
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, 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. FMC EMPLOYEES' THRIFT AND STOCK PURCHASE 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.
FMC EMPLOYEES' THRIFT AND
STOCK PURCHASE PLAN
By /s/ J. Paul McGrath
---------------------------
Senior Vice President, General
Counsel and Secretary
(Plan Administrator)
Dated: September 29, 1997
Page 2
<PAGE>
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, 1997 and
1996 and the related Statements of Earnings and Changes in Plan Equity for each
of the years in the three-year period ended March 31, 1997. 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, 1997 and 1996, and the results of its operations
and the changes in its plan equity for each of the years for the three-year
period ended March 31, 1997 in conformity with generally accepted accounting
principles.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 25, 1997
Page 3
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF FINANCIAL POSITION
--------------------------------
(In thousands)
<TABLE>
<CAPTION>
March 31, 1997 March 31, 1996
-------------- --------------
Assets
- ------
<S> <C> <C>
Investment in the FMC Corporation Salaried
Employees' Master Trust (Notes 2 and 3) $717,560 $832,912
-------- --------
Total Investments 717,560 832,912
Participant Loans Receivable 28,639 26,512
-------- --------
Total Assets $746,199 $859,424
======== ========
Liabilities and Plan Equity
- ---------------------------
Liabilities:
Payables - (Receivables) $ (558) $ (558)
-------- --------
Total Liabilities (558) (558)
Plan Equity 746,757 859,982
-------- --------
Total Liabilities and Plan Equity $746,199 $859,424
======== ========
</TABLE>
See accompanying notes to financial statements.
Page 4
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Year Ended
March 31, 1997
--------------------------------------------------------------
Fixed
Combined Stock Income Equity
Balance Fund Fund Fund
--------- --------- -------- -------
<S> <C> <C> <C> <C>
Net Investment Income from the
FMC Corporation Salaried
Employees' Master Trust $ 19,573 $ 82 $ 17,626 $ 1,865
--------- --------- -------- -------
Total Investment Income 19,573 82 17,626 1,865
Realized and unrealized
gains (losses), net (102,317) (108,320) (1,561) 7,564
Contributions and deposits:
Participating employees 32,572 20,449 4,886 7,237
FMC Corporation 14,606 14,606 -- --
--------- --------- -------- -------
Total additions (35,566) (73,183) 20,951 16,666
--------- --------- -------- -------
Employee withdrawals from the plan (77,587) (39,556) (30,466) (7,565)
Fund transfers -- (7,421) 4,600 2,821
Expenses (72) -- (72) --
--------- --------- -------- -------
Total deductions (77,659) (46,977) (25,938) (4,744)
--------- --------- -------- -------
Net increase (decrease) (113,225) (120,160) (4,987) 11,922
Plan equity, beginning of year 859,982 559,499 245,559 54,924
--------- --------- -------- -------
Plan equity, end of year $ 746,757 $ 439,339 $240,572 $66,846
========= ========= ======== =======
</TABLE>
See accompanying notes to financial statements.
Page 5
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Year Ended
March 31, 1996
------------------------------------------------------------
Fixed
Combined Stock Income Equity
Balance Fund Fund Fund
--------- -------- -------- -------
<S> <C> <C> <C> <C>
Net Investment Income from the
FMC Corporation Salaried
Employees' Master Trust $ 22,615 $ 69 $ 19,001 $ 3,545
--------- -------- -------- -------
Total Investment Income 22,615 69 19,001 3,545
Realized and unrealized
gains (losses), net 109,893 102,723 (2,798) 9,968
Contributions and deposits:
Participating employees 30,044 20,479 5,823 3,742
FMC Corporation 13,729 13,729 -- --
--------- -------- -------- -------
Total additions 176,281 137,000 22,026 17,255
--------- -------- -------- -------
Employee withdrawals from the plan (95,104) (51,475) (37,712) (5,917)
Fund transfers -- (5,374) 5,523 (149)
Loan activity (8,399) (2,486) (5,669) (244)
Expenses (29) (29) -- --
--------- -------- -------- -------
Total deductions (103,532) (59,364) (37,858) (6,310)
--------- -------- -------- -------
Net increase (decrease) 72,749 77,636 (15,832) 10,945
Plan equity, beginning of year 787,233 481,863 261,391 43,979
--------- -------- -------- -------
Plan equity, end of year $ 859,982 $559,499 $245,559 $54,924
========= ======== ======== =======
</TABLE>
See accompanying notes to financial statements.
Page 6
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
STATEMENTS OF EARNINGS AND CHANGES IN PLAN EQUITY
-------------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Year Ended
March 31, 1995
-----------------------------------------------------
Fixed
Combined Stock Income Equity ESOP
Balance Fund Fund Fund Fund
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net Investment Income from
the FMC Corporation Salaried
Employees' Master Trust $ 27,878 $ 19,226 $ 4,976 $ 3,676 $ --
Dividends 1,749 -- -- 1,749 --
Interest 14,173 940 13,142 90 1
-------- -------- -------- -------- --------
Total Investment Income 43,800 20,166 18,118 5,515 1
Realized and unrealized gains,
net 86,981 77,728 -- 597 8,656
Contributions and deposits:
Participating employees 37,567 24,717 7,915 4,935 --
FMC Corporation 16,178 16,178 -- -- --
-------- -------- -------- -------- --------
Total additions 184,526 138,789 26,033 11,047 8,657
-------- -------- -------- -------- --------
Employee withdrawals
from the plan (113,684) (60,434) (41,466) (10,541) (1,243)
Fund transfers -- (12,689) 10,174 2,515 --
ESOP transfer to stock (Note 1) -- 45,165 -- -- (45,165)
Expenses (188) -- (188) -- --
-------- -------- -------- -------- --------
Total deductions (113,872) (27,958) (31,480) (8,026) (46,408)
-------- -------- -------- -------- --------
Net increase (decrease) 70,654 110,831 (5,447) 3,021 (37,751)
Plan equity, beginning of year 716,579 371,032 266,838 40,958 37,751
-------- -------- -------- -------- --------
Plan equity, end of year $787,233 $481,863 $261,391 $ 43,979 $ --
======== ======== ======== ======== ========
</TABLE>
See accompanying notes to financial statements.
Page 7
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK PURCHASE PLAN
---------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
MARCH 31, 1997 AND 1996
-----------------------
Note 1: Description of the 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 text 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 annual
compensation reduced by up to $9,500, subject to adjustments to reflect changes
in the cost of living, but not by more than 15% 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 15% of their
total compensation in the aggregate). The Company makes matching contributions
ranging 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
$9,500 limit on pre-tax contributions.
C. Trust Agreement. Prior to January 1, 1995, the Company and Harris Trust and
Savings Bank (the Trustee) had established a trust (the Trust) for investment
purposes as part of the Plan. Effective January 1, 1995, the Company and the
Trustee established the FMC Corporation Salaried Employees' Master Trust (the
Master Trust) for the collective investment of the assets of the Trust and of
trusts associated with two other 401(k) plans of an affiliate of the Company.
These three trusts participated in the Master Trust at March 31, 1997. Upon
establishment of the Master Trust, the net assets of the Trust 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 purchasing the Master Trust
Division of Harris Trust and Savings Bank.
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 Fund. Each of
these funds, with the exception of the Harsco Fund, previously existed under the
Trust, and an ESOP Fund also existed under the Trust. The Stock Fund consists of
shares of the common stock of the Company. The ESOP Fund, which was merged into
the Stock Fund effective July 1, 1994, consisted of shares of common stock of
the Company. The Fixed Income Fund consists of investments in contracts with
banks and insurance companies which guarantee repayment
Page 8
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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) short-term, interest-bearing debt
obligations pending investment in guaranteed income contracts or government
securities. For the Plan year ended March 31, 1997, the guaranteed effective
annual yield was approximately 7.23%. The Equity Fund consists of shares of
mutual funds registered under the Investment Company Act of 1940. The Harsco
Fund, established as a fund under the Master Trust in January 1995, consists of
common shares of Harsco Corporation, and was not available as an investment
election to Plan participants, nor included in the Master Trust investments in
which the Plan's Trust had an interest for the years ended March 31, 1997 and
1996. (See Note 2, Section E)
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.
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 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.
G. 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, the assets are
Page 9
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included (through June 30, 1994) in the ESOP fund in the accompanying financial
statements. Effective July 1, 1994, the FMC Employees' Stock Plan was merged
into the Plan and all assets were transferred into the Stock Fund.
H. 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.
I. 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, 1997 and 1996 were
approximately $29 million and $27 million, respectively.
J. 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.
K. Subsequent Event. Subsequent to March 31, 1997, the Plan was modified to
permit participants to invest in additional funds within the Master Trust. In
addition, a substantial portion of Plan recordkeeping and administration was
assumed by a third-party administrator subsequent to March 31, 1997.
Note 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.
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. 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.
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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 88% and 92%, respectively, which included investments in the
following funds:
<TABLE>
<CAPTION>
March 31,
----------------------
1997 1996
-------- --------
<S> <C> <C>
Stock Fund $431,790 $552,913
Fixed Income Fund 221,948 227,110
Equity Fund 63,822 52,889
-------- --------
$717,560 $832,912
======== ========
</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 amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amount 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.
Note 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
--------------
INVESTMENTS AT:
- ---------------
Number
of
Shares Market Cost
------ ------ ----
(In Thousands)
<S> <C> <C> <C>
Quoted Market Value
- -------------------
FMC Common Stock 7,551,260 $462,515 $ 87,877
Other 41,039 16,673
-------- --------
503,554 104,550
FNMA Bond 49,127 49,392
-------- --------
552,681 153,942
-------- --------
Estimated Market Value
- ----------------------
Mutual Funds 75,310 53,157
Cash 12,517 12,517
-------- --------
87,827 65,674
-------- --------
Contract Value
- --------------
Fixed Rate Insurance
Contracts 175,628 186,725
-------- --------
$816,136 $406,341
======== ========
</TABLE>
Page 11
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<TABLE>
<CAPTION>
March 31, 1996
--------------
Number
of
<S> Shares Market Cost
INVESTMENTS AT: ------ ------ ----
- -------------- (In Thousands)
<S> <C> <C> <C>
Quoted Market Value
- -------------------
FMC Common Stock, 7,636,816 $573,716 $ 78,164
Other 37,943 16,551
-------- --------
611,659 94,715
FNMA Bond 49,427 49,392
-------- --------
661,086 144,107
-------- --------
Contract Value
- --------------
Fixed Rate Insurance Contracts 184,717 184,717
-------- --------
Estimated Market Value
- ----------------------
Mutual Funds 58,820 41,798
Cash 419 419
-------- --------
59,239 42,217
-------- --------
$905,042 $371,041
======== ========
</TABLE>
Investment income for the Master Trust was as follows for the years ended March
31, 1997 and March 31, 1996 and the three months ended March 31, 1995:
<TABLE>
<CAPTION>
Three Months
Year Ended Year Ended Ended
March 31, 1997 March 31, 1996 March 31, 1995
INVESTMENT INCOME: -------------- -------------- --------------
- ------------------ (In Thousands)
<S> <C> <C> <C>
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 Bond (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>
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Note 4: Income Taxes The Plan has received a favorable determination letter
from the Internal Revenue Service on April 9, 1986 indicating that it is
qualified under Section 401(a) of the Internal Revenue Code and therefore the
related Master Trust (and, prior to that, the Trust) are exempt from tax under
Section 501(a) of the Code. The Plan has been subsequently 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 submitted restated
document, the plan administrator is confident that the Plan meets the
requirements of Section 401(a).
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: Plan Merger On January 1, 1995, the Jetway Transition Savings Plan
(Jetway Plan) was merged into the Plan and participants in the Jetway Plan
became participants of the Plan. The net assets of the Jetway Plan of $304,319
were transferred into the Master Trust. The transfer of funds is included in
Participating Employee Contributions in the Plan's Statement of Earnings and
Changes in Plan Equity for the year ended March 31, 1995.
Page 13
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PAGE 1
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER IN
EXHIBIT TABLE DESCRIPTION
- ------------- -----------
<C> <S>
10.1 FMC Employees' Thrift and Stock Purchase Plan, as revised and
restated as of April 1, 1991 (incorporated by reference from
Exhibit 10.3 to the form SE filed on March 27, 1992).
10.2 Amendments to the FMC Employees' Thrift and Stock Purchase
Plan through December 31, 1994 (incorporated by reference from
Exhibit 10.6 to the Form 10-K filed on March 29, 1995).
10.3 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).
10.4 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>
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[LETTERHEAD OF KPMG PEAT MARWICK LLP]
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
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 25, 1997,
relating to the statements of financial position of FMC Employees' Thrift and
Stock Purchase Plan as of March 31, 1997 and 1996, and the related statements of
earnings and changes in plan equity for each of the years in the three-year
period ended March 31, 1997, which report appears in the March 31, 1997 annual
report on Form 11-K of FMC Employees' Thrift and Stock Purchase Plan.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
September 26, 1997
