<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 fiscal year ended..........December 31, 1999
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 thereunto duly
authorized.
FMC EMPLOYEES' THRIFT AND
STOCK PURCHASE PLAN
By /s/ Steven H. Shapiro
--------------------------
Associate General Counsel and
Assistant Secretary
Dated: June 28, 2000
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
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<S> <C>
Page(s)
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Independent Auditors' Report.................................. 1
Financial Statements:
Statements of Net Assets Available for Benefits............. 2
Statements of Changes in Net Assets Available for Benefits.. 3
Notes to Financial Statements............................... 4-8
Schedule
--------
Schedule of Assets Held for Investment Purposes............... 1 9
</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 benefits
of the FMC Employees' Thrift and Stock Purchase Plan (the Plan) as of December
31, 1999 and 1998, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended 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 schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ KPMG LLP
Chicago, Illinois
June 28, 2000
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
(In thousands)
1999 1998
----------- -----------
Assets:
Investments, at fair value $ 598,447 $ 591,637
Receivables:
Contributions - employees 1 364
Contributions - employer 176 187
Participants' loans 18,949 21,664
----------- -----------
19,126 22,215
----------- -----------
Net assets available for benefits $ 617,573 $ 613,852
=========== ===========
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
(In thousands)
1999 1998
---------- ----------
Additions:
Net appreciation (depreciation) in
fair value of investments $ 10,822 $ (41,040)
Interest and dividend income 18,733 21,841
Contributions - employees 34,392 34,936
Contributions - employer 15,838 16,353
---------- ----------
Total additions 79,785 32,090
---------- ----------
Deductions:
Distributions to participants 83,909 54,492
Administrative expenses 471 403
---------- ----------
Total deductions 84,380 54,895
---------- ----------
Net deductions prior to transfers
and other changes (4,595) (22,805)
Net transferred in (Note 5) 8,316 6,567
---------- ----------
Net additions (deductions) 3,721 (16,238)
Net assets available for benefits,
beginning of year 613,852 630,090
---------- ----------
Net assets available for benefits,
end of year $ 617,573 $ 613,852
========== ==========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(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 certain
collective bargaining agreements). 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 as amended (ERISA). The Plan was
amended and restated effective January 1, 1999 to reflect Plan changes and
changes in the Internal Revenue Code. The Plan is administered by the FMC
Employee Welfare Benefits Plan Committee.
(b) Contributions
Participants may elect to have their annual compensation reduced by up to
$10,000, 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 $10,000 (but not more than 15% of their
total compensation in the aggregate). The Company makes matching
contributions ranging from 40% to 100% of the portion of those
contributions not in excess of 5% of each participant's compensation (Basic
Contribution), regardless of the $10,000 limit on pretax contributions. At
December 31, 1999, 9,883 current and former employees participated in the
Plan.
(c) Trust
The Company and Fidelity Management Trust Company (the Trustee) established
a trust (the Trust) for investment purposes as part of the Plan. The
Trustee is also the Plan's record keeper.
(d) Investment options
Upon enrollment in the Plan, a participant may direct his or her
contributions 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. The
selection of these contracts and administration of this fund is
directed by the fund's investment manager. For the plan years ending
December 31, 1999 and December 31, 1998, the effective annual yield
was approximately 6.99%.
(3) Clipper Fund - Funds are invested in common stocks which are
considered undervalued by the fund manager 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.
4
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(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 Magellan Fund - Funds are primarily invested in common stocks
of domestic and foreign companies.
(8) Fidelity Blue Chip Growth Fund - Funds are invested primarily in
common stocks of well-known and established companies.
(9) Low-Priced Stock Fund - Funds are heavily invested in undervalued
stocks or out-of-favor stocks.
(10) 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.
(11) Retirement Government Money Market Fund - Funds are invested in short-
term obligations of the U. S. Government or its agencies.
(12) U. S. Equity Index Pool Fund - Funds are invested primarily in common
stocks of the 500 companies that comprise the S&P 500.
The Fidelity Magellan Fund was added as an investment option during 1999.
The Harsco Stock Fund was not available as an investment option in 1998 or
1999; however, monies remain in this investment from previous years. 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. The participants may change their investment
options and move their account balances within the funds as frequently as
they choose except with respect to employee basic contributions to the FMC
Stock Fund, where the value of the account can be moved once a year after a
participant reaches age 50, and Company contributions, which cannot be
moved to other 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 percent 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
vested interest of his or her account. Participants aged 55 or older or
whose accounts are valued at not less than $5,000 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 are used to pay certain administrative expenses of the Plan and
to reduce future Company contributions to the Plan.
5
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(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
that may be borrowed 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 Income Fund rate or some other
reasonable rate as determined by the Company. Participant loans outstanding
as of December 31, 1999 and December 31, 1998, which are reported in the
Loan Fund, were $18,949,000 and $21,664,000, 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.
(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) Investment Transactions
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) 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.
6
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(3) 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:
-------------------------------------------------------------------------------
December 31,
-----------------------
1999 1998
(in thousands)
FMC Stock Fund $308,019 $297,618
Stable Value Fund 131,393 142,804
Sequoia Fund 32,415 49,477
Fidelity Blue Chip Fund 35,485 -
-------------------------------------------------------------------------------
During 1999 and 1998, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) as follows:
-------------------------------------------------------------------------------
Year ended December 31,
-------------------------
1999 1998
-------------------------------------------------------------------------------
(in thousands)
FMC Stock Fund $11,763 $(56,819)
Clipper Fund (2,875) (21)
Mutual Qualified (Z) Fund 446 (1,517)
Sequoia Fund (9,499) 9,026
Fidelity Puritan Fund (444) 262
Fidelity Magellan Fund 455 -
Fidelity Blue Chip Fund 5,290 4,254
Low-Priced Stock Fund (56) (367)
Diversified International Fund 1,950 262
U. S. Equity Index Pool Fund 3,794 3,958
Harsco Stock Fund (2) (78)
-------------------------------------------------------------------------------
$10,822 $(41,040)
-------------------------------------------------------------------------------
7
<PAGE>
FMC EMPLOYEES' THRIFT AND STOCK
PURCHASE PLAN
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(4) Income Taxes
The Plan was amended and restated effective January 1, 1999 to reflect Plan
changes and changes in the Internal Revenue Code. The Plan received a
favorable determination letter from the Internal Revenue Service on May 22,
2000 indicating that it is qualified under Section 401(a) of the Internal
Revenue Code and therefore, that the related Master Trust (and, prior to
that, the predecessor trust) are exempt from tax under Section 501(a) of the
Code.
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 Transfers
In January 1999, the accounts for the Company's bargaining employee unit at
Middleport, NY, were merged into the Plan. As a result the plan received
assets of $594,000 from the FMC Corporation 401(k) Plan for Employees
Covered by a Collective Bargaining Agreement. In September 1999, the Plan
received $7,417,000 from the former trustee of the Tg Soda Ash operations
of Elf AtoChem, which were acquired by FMC Corporation. In addition, during
1999 the Plan received $305,000 due to employee transfers and turnover.
During 1998, employee accounts for four of the Company's bargaining unit
operations at Pocatello, ID; Kemmerer, WY; Lawrence, KS; and Carteret, NJ
were merged into the Plan. As a result the plan received assets of
$6,470,000 from the FMC Corporation 401(k) Plan for Employees Covered by a
Collective Bargaining Agreement. In addition, during 1998 the Plan received
$97,000 due to employee transfers and turnover.
(6) Impact of Year 2000 Issue
The Plan experienced no significant adverse effects in transition to the
year 2000.
8
<PAGE>
Schedule 1
----------
FMC CORPORATION THRIFT AND STOCK
PURCHASE PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
<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 1999
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FMC Common Stock FMC Corporation Stock
Party in Interest 5,374,371 shares $ 308,019
Stable Value Fund Portfolio includes investment contracts
offered by major insurance companies
and other approved financial institutions 131,993
Clipper Fund Stock Long-term Growth Fund 20,938
Mutual Qualified Fund (Z) Stock Long-term Growth Fund 14,324
Sequoia Fund Stock Long-term Growth Fund 32,415
Fidelity Puritan Fund Stock and Bond Fund 8,014
Fidelity Magellan Fund Stock Long-term Growth Fund 6,529
Fidelity Blue Chip Fund Large Companies Stock Fund 35,485
Fidelity Low-Priced Stock Fund Growth Mutual Fund 3,935
Fidelity Diversified International Fund Growth Mutual Fund of Foreign
Companies 7,532
Retirement Government Money Market Portfolio Money Market Mutual Fund 5,494
U.S Equity Index Pool Stock Index Fund 23,649
Harsco Stock Fund Harsco Corporation Stock
approximately 3,526 shares 120
Participants' loans receivable Varying rates of interest 6.99% - 7.40% 18,949
-----------------------------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $ 617,396
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</TABLE>
See accompanying independent auditors' report.
9
<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, 1991 (incorporated by reference
from Exhibit 10.3 to the Form SE filed on March 27, 1992).
10.2 FMC Employees' Savings and Investment Plan, as amended and
restated as of January 1, 1999 (incorporated by reference
from Exhibit 10.5 to the Annual Report on Form 10-K filed on
March 27, 2000).
10.3 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).
10.4 Master Trust Agreement between FMC Corporation and Fidelity
Management Trust Company dated June 1, 1997, for the FMC
Employees' Thrift and Stock Purchase Plan (incorporated by
reference from Exhibit 10.12 to the Annual Report on Form
10-K filed on March 17, 1998).
10.5 Amendment dated March 28, 1996 to the FMC Employees' Thrift
and Stock Purchase Plan (incorporated by reference from
Exhibit 10.6.a to the Annual Report on Form 10-K filed on
March 17, 1998).
10.6 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 Annual Report on Form
10-K filed on March 17, 1998).
10.7 Amendment dated October 1, 1997 to the FMC Employees' Thrift
and Stock Purchase Plan (incorporated by reference from
Exhibit 10.6.c to the Annual Report on Form 10-K filed on
March 17, 1998).
23.1 Consent of KPMG LLP.
