<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the nine month period ended. . . . . . . . . .December 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)
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 duly authorized.
FMC EMPLOYEES' THRIFT AND
STOCK PURCHASE PLAN
By /s/ Steven H. Shapiro
-----------------------------
Associate General Counsel and
Assistant Secretary
Dated: June 29, 1998
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Independent Auditors' Report.......................................... 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits with Fund
Information........................................................ 2-3
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information.................................................... 4-5
Notes to Financial Statements......................................... 6-12
Schedule
--------
Item 27a - Schedule of Assets Held for Investment Purposes....... 1 13-14
Item 27d - Schedule of 5% Reportable Transactions................ 2 15
</TABLE>
<PAGE>
Independent Auditors' Report
----------------------------
The Employee Welfare Benefits Plan
Committee of FMC Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of FMC Employees' Thrift and Stock Purchase Plan (the Plan) as of
December 31, 1997 and March 31, 1997, and the related statements of changes in
net assets available for plan benefits for the nine month period ended December
31, 1997 and the year 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 net assets available for plan benefits of FMC
Employees' Thrift and Stock Purchase Plan as of December 31, 1997 and March 31,
1997, and the changes in net assets available for plan benefits for the nine
month period ended December 31, 1997 and the year ended March 31, 1997 in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable 5% 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 fund information in the
statements of net assets available for plan benefits and the statements of
changes in net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefits and the changes in net assets available for plan benefits of each fund.
The supplemental schedules and fund information have been subjected to the
auditing procedures applied in the audits 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.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain plan
assets held by the Plan trustee. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 26, 1998
1
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Statement of Net Assets Available for Plan Benefits with Fund Information
December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Fidelity Low
FMC Stable Mutual Fidelity Blue Chip Priced
Stock Loan Value Clipper Qualified (Z) Sequoia Puritan Growth Stock
Fund Fund Fund Fund Fund Fund Fund Fund Fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
- ---------------------------------------------------------------------------------------------------------------------------------
Investments at fair value $345,584 - 145,506 21,884 19,400 29,491 6,595 12,489 4,356
- ---------------------------------------------------------------------------------------------------------------------------------
Total investments 345,584 - 145,506 21,884 19,400 29,491 6,595 12,489 4,356
- ---------------------------------------------------------------------------------------------------------------------------------
Receivables:
Participants' loans receivable - 23,000 - - - - - - -
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets available for
Plan Benefits $345,584 23,000 145,506 21,884 19,400 29,491 6,595 12,489 4,356
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Retirement
Government U.S.
Diversified Money Equity Harsco
International Market Index Stock
Fund Fund Pool Fund Total
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
- -----------------------------------------------------------------------------------------
Investments at fair value 2,809 3,902 14,790 284 $607,090
- -----------------------------------------------------------------------------------------
Total investments 2,809 3,902 14,790 284 607,090
- -----------------------------------------------------------------------------------------
Receivables:
Participants' loans receivable - - - - 23,000
- -----------------------------------------------------------------------------------------
Net assets available for
Plan Benefits 2,809 3,902 14,790 284 $630,090
- -----------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1997
(In thousands)
<TABLE>
<CAPTION>
================================================================================================
FMC Fixed
Stock Income Equity Loan
Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
- ------------------------------------------------------------------------------------------------
Investment in the FMC Corporation Salaried
Employees' Master Trust (notes 2 and 3) $431,790 221,948 63,822 - $717,560
- ------------------------------------------------------------------------------------------------
Total investments 431,790 221,948 63,822 - 717,560
- ------------------------------------------------------------------------------------------------
Receivables:
Participants' loans receivable (note 1) - - - 28,639 28,639
Other receivables 558 - - - 558
- ------------------------------------------------------------------------------------------------
Net assets available for
Plan Benefits $432,348 221,948 63,822 28,639 $746,757
================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
Nine months ended December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
=================================================================================================================================-
FMC Fixed Stable Mutual
Stock Income Equity Loan Value Clipper Qualified(Z)
Fund Fund Fund Fund Fund Fund Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation) in
fair value of investments $ 51,546 (1,118) 5,852 - - (27) 378
Interest and dividend income 670 2,174 3 362 6,468 2,796 2,018
Contributions - employees 14,468 316 1,113 - 2,985 1,144 1,173
Contributions - employer 11,756 - - - 371 - -
Loan repayments 3,425 - - (4,859) 846 109 99
---------------------------------------------------------------------------------------------------------------------------------
Total additions 81,865 1,372 6,968 (4,497) 10,670 4,022 3,668
- ----------------------------------------------------------------------------------------------------------------------------------
Deductions:
Distributions to participants 23,474 5,178 1,093 458 14,156 1,349 1,343
Expenses 2 - - - - 1 -
Loans issued 3,757 - - (6,763) 1,826 198 197
- ----------------------------------------------------------------------------------------------------------------------------------
Total deductions 27,233 5,178 1,093 (6,305) 15,982 1,548 1,540
- ----------------------------------------------------------------------------------------------------------------------------------
Net additions (deductions) prior to
interfund transfers and other changes 54,632 (3,806) 5,875 1,808 (5,312) 2,474 2,128
Interfund transfers (15,239) (162,156) (53,707) 722 152,605 19,651 17,629
Net tranferred in (out) (note 5) (126,157) (55,986) (15,990) (8,169) (1,787) (241) (357)
==================================================================================================================================
Net additions (deductions) (86,764) (221,948) (63,822) (5,639) 145,506 21,884 19,400
Net assets available for benefits at
beginning of period 432,348 221,948 63,822 28,639 - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits at
end of period $ 345,584 - - 23,000 145,506 21,884 19,400
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
==================================================================================================================================
Retirement
Fidelity Low Government U.S.
Fidelity Blue Chip Priced Diversified Money Equity
Sequoia Puritan Growth Stock Int'l Market Index
Fund Fund Fund Fund Fund Fund Pool
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Net appreciation (depreciation) in
fair value of investments 4,762 (15) 505 7 (90) - 1,832
Interest and dividend income 247 448 582 220 104 123 14
Contributions - employees 1,437 782 1,102 469 346 483 811
Contributions - employer - - - - - - -
Loan repayments 120 28 74 22 29 34 73
- ----------------------------------------------------------------------------------------------------------------------------------
Total additions 6,566 1,243 2,263 718 389 640 2,730
- ----------------------------------------------------------------------------------------------------------------------------------
Deductions:
Distributions to participants 1,578 175 593 23 45 875 598
Expenses - - - 2 - - -
Loans issued 232 78 199 31 43 54 147
- ----------------------------------------------------------------------------------------------------------------------------------
Total deductions 1,810 253 792 56 88 929 745
- ----------------------------------------------------------------------------------------------------------------------------------
Net additions (deductions) prior to
interfund transfers and other change 4,756 990 1,471 662 301 (289) 1,985
Interfund transfers 25,262 3,615 3,695 3,614 1,401 739 2,090
Net tranferred in (out) (note 5) (527) 1,990 7,323 80 1,107 3,452 10,715
==================================================================================================================================
Net additions (deductions) 29,491 6,595 12,489 4,356 2,809 3,902 14,790
Net assets available for benefits at
beginning of period - - - - - - -
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets available for benefits at
end of period 29,491 6,595 12,489 4,356 2,809 3,902 14,790
==================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Harsco
Stock
Fund Total
===========================================================================
<S> <C> <C>
Additions:
Net appreciation (depreciation) in
fair value of investments 60 $ 63,692
Interest and dividend income - 16,229
Contributions - employees 269 26,898
Contributions - employer - 12,127
Loan repayments - -
--------------------------------------------------------------------------
Total additions 329 118,946
- ---------------------------------------------------------------------------
Deductions:
Distributions to participants 43 50,981
Expenses - 5
Loans issued 1 -
- ---------------------------------------------------------------------------
Total deductions 44 50,986
- ---------------------------------------------------------------------------
Net additions (deductions) prior to
interfund transfers and other changes 285 67,960
Interfund transfers 79 -
Net tranferred in (out) (note 5) (80) (184,627)
===========================================================================
Net additions (deductions) 284 (116,667)
Net assets available for benefits at
beginning of period - 746,757
- ---------------------------------------------------------------------------
Net assets available for benefits at
end of period 284 $630,090
===========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
Year ended March 31, 1997
(In thousands)
============================================================================================================
FMC Fixed
Stock Income Equity Loan
Fund Fund Fund Fund Total
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Net investment income from the
FMC Corporation Salaried Employees'
Master Trust $(108,238) 16,065 9,429 - $ (82,744)
- ------------------------------------------------------------------------------------------------------------
Total investment income (108,238) 16,065 9,429 - (82,744)
Loans issued, net (961) (175) (990) 2,126 -
Contributions - employees 20,449 4,886 7,237 - 32,572
Contributions - employer 14,606 - - - 14,606
- ------------------------------------------------------------------------------------------------------------
Total additions (74,144) 20,776 15,676 2,126 (35,566)
- ------------------------------------------------------------------------------------------------------------
Deductions:
Distributions to participants (39,556) (30,466) (7,565) - (77,587)
Interfund transfers (7,421) 4,600 2,821 - -
Expenses - (72) - - (72)
- ------------------------------------------------------------------------------------------------------------
Total deductions (46,977) (25,938) (4,744) - (77,659)
- ------------------------------------------------------------------------------------------------------------
Net increase (decrease) prior to interfund transfers (121,121) (5,162) 10,932 2,126 (113,225)
Net assets available for benefits at
beginning of year 553,469 227,110 52,890 26,513 859,982
- ------------------------------------------------------------------------------------------------------------
Net assets available for benefits at
end of year $ 432,348 221,948 63,822 28,639 $ 746,757
============================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
(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). 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 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
pretax basis. Participants may also elect to make after-tax contributions,
either as an alternative to pretax contributions, or in addition to the
maximum pretax 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 pretax contributions. At
December 31, 1997, 10,155 current and former employees participated in the
Plan.
(c) Trust Agreement
Effective June 1, 1997, the Company and Fidelity Management Trust Company
(the Trustee) established a trust (the Trust) for investment purposes as
part of the Plan. The Trust replaced a predecessor trust established with
Citibank, N. A. (Citibank). At the same time, the Trustee also became the
Plan's recordkeeper. In addition, the Plan's fiscal year-end was changed
from March 31 to December 31 for compliance and financial reporting
purposes.
Prior to June 1, 1997, Citibank was the trustee of the FMC Corporation
Salaried Employees' Master Trust (the Master Trust) for the collective
investment of the assets of the predecessor trust and the trusts associated
with two other 401(k) plans of an affiliate of the Company. These three
trusts participated in the Master Trust until May 31, 1997, at which time
the Master Trust was dissolved and the Plan's share of the assets in the
Master Trust was transferred to the Trust (see note 2(d)).
(d) Investment options
Prior to June 1, 1997
---------------------
Within the Master Trust, Citibank and the Company had established an FMC
Stock Fund, a Fixed Income Fund, an Equity Fund, and a Harsco Fund. The FMC
Stock Fund consisted of shares of the common stock of the Company. The
Fixed Income Fund consisted 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 was authorized to include (1) securities issued or guaranteed
by the U.S.
6
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
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 and the period from April 1, 1997 through May 31, 1997, the
guaranteed effective annual yield was approximately 7.2%. The Equity Fund
consisted of shares of mutual funds registered under the Investment Company
Act of 1940. The Harsco Stock Fund, established as a fund under the Master
Trust in January 1995, consisted of common shares of Harsco Corporation,
and was not available as an investment election to Plan participants, nor
was it included in the Master Trust investments in which the Plan's
predecessor trust had an interest (See note 2(d)).
All employees contributing to the Plan were entitled to elect to have
Citibank invest their contributions: (i) entirely in the FMC 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 increments of 25%. A participant's
investment election could be changed prospectively for any plan year. In
addition, a participant who had attained age 55 could elect to have all or
part (in increments of 25%) of the accumulated balance of the participant's
FMC Stock, Fixed Income, and Equity Funds attributable to the participant's
contributions transferred among those funds.
After May 31, 1997
------------------
Upon enrollment in the Plan, a participant may direct his or her
contribution in 1% increments in any of the following investment options:
1) FMC Stock Fund - Funds are invested in common stock of FMC
Corporation.
2) Stable Value Fund - Funds are invested in investment contracts offered
by insurance companies and other approved financial institutions. From
June 1, 1997 through December 31, 1997, the guaranteed effective
annual yield was approximately 7.2%.
3) Clipper Fund - Funds are invested in undervalued common stocks and in
long-term bonds.
4) Mutual Qualified (Z) Fund - Funds are invested primarily in common and
preferred stocks which are considered undervalued by the fund manager.
5) Sequoia Fund - Fund investments are concentrated in a relatively small
number of mostly U. S. headquartered companies with long-term growth
potential.
6) Fidelity Puritan Fund - Funds are invested in high-yielding U.S. and
foreign securities, including those in emerging markets.
7) Fidelity Blue Chip Growth Fund - Funds are invested primarily in
common stocks of well-known and established companies.
8) Low-Priced Stock Fund - Funds are heavily invested in undervalued
stocks or out-of-favor stocks.
9) Diversified International Fund - Funds are invested primarily in
stocks of companies located outside the U. S. that are included in the
Morgan Stanley EAFE Index.
10) Retirement Government Money Market Fund - Funds are invested in short-
term obligations of the U. S. Government or it agencies.
7
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
11) U. S. Equity Index Pool - Funds are invested primarily in common
stocks of the 500 companies that make up the S&P 500.
All Company contributions to the Plan are invested by the Trustee in the
FMC Stock Fund and are credited to the respective accounts of the employees
participating in the Plan.
Upon the change in the trusteeship from Citibank to Fidelity Management
Trust Company, the assets of the Plan, except for the assets held in the
FMC Common Stock Fund, were transferred into the Stable Value Fund, Clipper
Fund, Mutual Qualified (Z) Fund and the Sequoia Fund.
The assets received from the Frigoscandia 401(k) Savings Plan, the Stein
Operation Savings Plan and the Moorco International Inc. Incentive Savings
Plan due to mergers into the Plan (Note 5) were converted from Principal
Financial Group and Vanguard Funds to the new funds offered by Fidelity on
the basis of comparable investment options in terms of risk and return.
(e) Vesting
Participants are immediately vested in their elective contributions plus
actual earning 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
Upon 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 aged 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 his or her employment,
the non-vested 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 the individual participants' accounts as provided in the Plan.
(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 Stable Value Fund rate or some other reasonable rate as
determined by the Company. Participant loans outstanding as of December 31,
1997 and March 31, 1997 were $23,000,000 and $28,639,000, respectively.
(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.
8
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
(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, 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
which approximates market value.
(d) Investments and Basis of Allocation
Investments at fair value which represent 5% or more of the Plan's assets
available for benefits are separately identified below:
<TABLE>
<CAPTION>
================================================================================
December 31,
1997
- --------------------------------------------------------------------------------
(in thousands)
<S> <C>
FMC Stock Fund $345,059
Stable Value Fund 145,506
================================================================================
</TABLE>
9
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
During the nine months ended December 31, 1997, the Plan's investments
(including investments bought, sold, and held during the year) appreciated
(depreciated) as follows:
<TABLE>
<CAPTION>
================================================================================
Nine months ended
December 31, 1997
- --------------------------------------------------------------------------------
(in thousands)
<S> <C>
FMC Stock Fund $51,546
Fixed Income Fund (1,118)
Equity Fund 5,852
Clipper Fund (27)
Mutual Qualified (Z) Fund 378
Sequoia Fund 4,762
Fidelity Puritan Fund (15)
Fidelity Blue Chip Fund 505
Low-Priced Stock Fund 7
Diversified International Fund (90)
U. S. Equity Index Pool Fund 1,832
Harsco Stock Fund 60
- --------------------------------------------------------------------------------
$63,692
================================================================================
</TABLE>
Prior to June 1, 1997 the trusts participating in the Master Trust had 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 retained 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 was adjusted based on the relative amount
of contributions and distributions attributable to each plan. The
percentage calculated at each month-end was used to allocate the investment
income, net of expenses, and gains or losses of Master Trust investments
during that month. At March 31, 1997, the Plan's (and its predecessor
trust's) interest in the net assets of the Master Trust was approximately
88%, which included investments in the following funds:
<TABLE>
<CAPTION>
================================================================================
March 31,
1997
- --------------------------------------------------------------------------------
(in thousands)
<S> <C>
Stock Fund $ 431,790
Fixed Income Fund 221,948
Equity Fund 63,822
- --------------------------------------------------------------------------------
$ 717,560
================================================================================
</TABLE>
10
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
(e) 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.
(3) Master Trust Investments
The following table presents the cost and fair value of investments for the
Master Trust at March 31, 1997. 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 value:
FMC Common Stock 7,551,260 $ 462,515 87,877
Other 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
- --------------------------------------------------------------------------------
Investment at contract value -
Fixed Rate Insurance Contracts 175,628 186,725
- --------------------------------------------------------------------------------
$ 816,136 406,341
- --------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1997 and March 31, 1997
================================================================================
The Master Trust's assets appreciated (depreciated) and earned income as
follows, during the year ended March 31, 1997:
================================================================================
<TABLE>
<CAPTION>
Year ended
March 31,
1997
- --------------------------------------------------------------------------------
(in thousands)
<S> <C>
Investment income:
Net appreciation (depreciation) in fair
value of investments:
FMC Corporation common stock $ (111,194)
Harsco common stock 3,177
Mutual funds 8,663
FNMA bonds (1,548)
- --------------------------------------------------------------------------------
(100,902)
Interest 18,733
Dividends 2,975
- --------------------------------------------------------------------------------
$ (79,194)
================================================================================
</TABLE>
(4) Income Taxes
The Plan 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 predecessor 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.
(5) Plan Merger and Asset Transfer
Effective June 1, 1997, the company's defense segment employees' assets
were spun-off from the Plan. As a result, assets with a value of
$207,768,000 were transferred to the United Defense Salaried Employees'
Thrift and Stock Purchase Plan. On June 1, 1997 the Plan received
$19,988,000 from the Moorco International Inc. Incentive Savings Plan and
$12,960,000 from Frigoscandia's U.S. operation and Stein division plans as
result of the plans' mergers into the Plan. On October 7, 1997, the plan
transferred $9,889,000 to the United Defense, L. P. Salaried Plan due to
the sale of company's defense business to the Carlyle Group. In addition,
during the period the Plan received $82,000 due to employee transfers and
turnover.
12
<PAGE>
FMC CORPORATION THRIFT AND STOCK Schedule 1
PURCHASE PLAN ----------
Item 27a--Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
===================================================================================================================================
Description of investment including Current value
Identity of issue, borrower, lessor maturity date, rate of interest at December 31
or similar party collateral, par, or maturity value Cost 1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
FMC Common Stock FMC Corporation Stock $ * 345,584
Party in Interest 5,126,230 shares
Stable Value Fund Portfolio includes investment contracts
offered by major insurance companies
and other approved financial institutions * 145,506
Clipper Fund Stock Long-term Growth Fund * 21,884
Mutual Qualified Fund (Z) Stock Long-term Growth Fund * 19,400
Sequoia Fund Stock Long-term Growth Fund * 29,491
Fidelity Puritan Fund Stock and Bond Fund * 6,595
Fidelity Blue Chip Fund Large Companies Stock Fund * 12,489
Fidelity Low-Priced Stock Fund Growth Mutual Fund * 4,356
Fidelity Diversified International Fund Growth Mutual Fund of Foreign
Companies * 2,809
===================================================================================================================================
</TABLE>
* Cost information not available
See accompanying independent auditors' report. (Continued)
13
<PAGE>
Schedule 1, cont.
-----------------
FMC CORPORATION THRIFT AND STOCK
PURCHASE PLAN
Item 27a -- Schedule of Assets Held for Investment Purposes
December 31, 1997
<TABLE>
<CAPTION>
================================================================================================================
Description of investment including Current value
Identity of issue, borrower, lessor maturity date, rate of interest at December 31,
or similar party collateral, par, or maturity value Cost 1997
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Retirement Government Money Market Portfolio Money Market Mutual Fund * 3,902
U.S Equity Index Pool Stock Index Fund * 14,790
Harsco Stock Fund Harsco Corporation Stock
approximately 3,526 shares * 284
Participants' loans receivable Varying rates of interest 7.2% - 8.5% * 23,000
- ----------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $ -- 630,090
================================================================================================================
</TABLE>
* Cost information not available
See accompanying independent auditors' report.
14
<PAGE>
FMC CORPORATION THRIFT AND STOCK Schedule 2
PURCHASE PLAN ----------
Item 27d--Schedule of 5% Reportable Transactions
Nine months ended December 31, 1997
<TABLE>
<CAPTION>
===================================================================================================================================
Current
Expenses value of asset
Description Purchase Selling incurred Cost of on transaction
Identity of party involved of security price price with trade security date
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Institutional Retirement Stable Value Fund $ 185,033,357 39,521,713 -- 39,521,713 39,521,713
Services Company
Number of Transactions: 264
Fidelity Institutional Retirement FMC Stock Fund* 407,687,165 41,810,095 -- 36,593,781 41,810,095
Services Company
Number of Transactions: 260
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
======================================================
Net gain
Identity of party involved (loss)
- ------------------------------------------------------
<S> <C>
Fidelity Institutional Retirement --
Services Company
Number of Transactions: 264
Fidelity Institutional Retirement 5,216,314
Services Company
Number of Transactions: 260
======================================================
</TABLE>
* Party in Interest
See accompanying independent auditors' report.
15
<PAGE>
================================================================================
EXHIBIT INDEX
NUMBER IN
EXHIBIT TABLE DESCRIPTION
- ------------- -----------
10.1 FMC Employees' Thrift and Stock Purchase Plan, as
revised and restated as of April 1,991 (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 Master Trust Agreement between FMC Corporation and
Fidelity Management Trust Company effective June 1,
1997, for the FMC Employees' Thrift and Stock Purchase
Plan (incorporated by reference from Exhibit 10.12 to
the Form 10K filed on March 18, 1998)
10.4 Amendment dated March 28, 1996 to the FMC Employees'
Thrift and Stock Purchase Plan (incorporated by
reference from Exhibit 10.6.a to the Form 10-K filed on
March 18, 1998).
10.5 Amendments effective April 1 and June 1, 1995 to the FMC
Employees' Thrift and Stock Purchase Plan (incorporated
by reference from Exhibit 10.6.b to the Form 10-K filed
on March 18, 1998).
10.6 Amendment dated October 1, 1997 to the FMC Employees'
Thrift and Stock Purchase Plan (incorporated by
reference from Exhibit 10.6.c to the Form 10-K filed on
March 18, 1998).
16
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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 June 26, 1998,
relating to the statements of net assets available for plan benefits of FMC
Employees' Thrift and Stock Purchase Plan, as of December 31, 1997 and March 31,
1997, and the related statements of changes in the net assets available for plan
benefits for the year ended March 31, 1997 and the nine month period ended
December 31, 1997, which report appears in the December 31, 1997 annual report
on Form 11-K of FMC Employees' Thrift and Stock Purchase Plan for the fiscal
year ended December 31, 1997.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 26, 1998
17
