<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 CORPORATION 401 (k) PLAN FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
(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 CORPORATION 401 (k) PLAN FOR
EMPLOYEES COVERED BY A COLLECTIVE
BARGAINING AGREEMENT
By /s/ Steven H. Shapiro
-------------------------
Associate General Counsel and
Assistant Secretary
Dated: June 28, 2000
<PAGE>
FMC CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page(s)
------
<S> <C> <C>
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 Corporation 401(k) Plan for Employees Covered by a Collective
Bargaining Agreement (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 information 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 CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
------------ ------------
Assets:
Investments, at fair value $ 32,024,840 $ 17,564,357
Receivables from participants:
Contributions - 48,561
Loans 1,887,787 915,120
------------ ------------
Net assets available for benefits $ 33,912,627 $ 18,528,038
============ ============
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
FMC CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
1999 1998
------------- -------------
Additions:
Net appreciation in fair
value of investments $ 1,980,160 $ 1,564,557
Interest and dividend income 1,167,380 1,071,384
Contributions 2,732,737 3,073,064
------------- -------------
Total additions 5,880,277 5,709,005
------------- -------------
Deductions:
Distributions to participants 2,464,319 663,193
Administrative expenses 29,769 30,415
------------- -------------
Total deductions 2,494,088 693,608
------------- -------------
Net additions prior to transfers
and other changes 3,386,189 5,015,397
Net transferred in (out) (Note 5) 11,998,400 (6,764,552)
------------- -------------
Net additions (deductions) 15,384,589 (1,749,155)
Net assets available for benefits,
beginning of year 18,528,038 20,277,193
------------- -------------
Net assets available for benefits,
end of year $ 33,912,627 $ 18,528,038
============= =============
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
FMC CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(1) Summary of the Plan
The following summary of the FMC Corporation 401(k) Plan for Employees
Covered by a Collective Bargaining Agreement (the Plan) is provided for
general information purposes only. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
(a) General
The Plan was established on April 1, 1987 to provide retirement and
certain other benefits for eligible hourly employees of FMC Corporation
(the Company). The Plan was amended and restated as of January 1, 1999
to reflect plan changes and changes in the Internal Revenue Code. The
Plan is a qualified salary reduction plan under Section 401(k) of the
Internal Revenue Code. The Plan is for employees covered by a collective
bargaining agreement at six of the Company's locations. Employee
eligibility in the Plan varies by location, as set forth in the Plan
document. The Plan is a defined contribution plan and is funded by
employees' contributions. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 as amended (ERISA). The
Plan is administered by the FMC Employee Welfare Benefits Plan
Committee.
(b) 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 Prudential Defined Contributions Services (Prudential).
At the same time, the Trustee also became the Plan's record keeper.
(c) Contributions
Participants may currently elect to have their compensation reduced by
an amount between 1% and 15% of the participant's compensation in the
aggregate, subject to adjustments to reflect changes in the cost of
living. The aggregate amount of such reductions is contributed to the
Plan trust on a pretax basis, subject to Internal Revenue Service (IRS)
limitations. Provisions of the Plan agreement regarding contributions
are the same for all locations covered by the Plan. Participant
contributions are nonforfeitable.
(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 CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
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 participants may change their investment options and move
their account balances within the funds as frequently as they choose.
(e) Participant Accounts
Each participant's account is credited with the participant's
contribution and Plan earnings and charged with an allocation of
administrative expenses. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account. At December 31, 1999, 1,758 current and former employees
participated in the Plan.
(f) Eligibility and Vesting
Effective January 1, 1999, employees are eligible to participate in the
plan immediately upon hire. Participants are immediately vested in their
elective contributions plus actual earnings thereon.
(g) 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 in his or her account. Participants age 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.
(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.
5
<PAGE>
FMC CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(i) Withdrawals and Participants Loans
Certain locations covered under the Plan allow participants to make
hardship cash withdrawals (subject to the Plan's provisions, income
taxation and IRS penalties) of some or all of their vested account
balances. Additionally, at certain locations, 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 prevailing market rates or some other reasonable rate as determined
by the Company. Participant loans outstanding as of December 31, 1999
and 1998, which are reported under the Loan Fund, were $1,887,787 and
$915,120, respectively.
(j) Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
the Plan and ERISA.
(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 fair 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 the reported amounts of changes in
net assets and liabilities 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 net assets
available for benefits or changes in net assets available for benefits.
6
<PAGE>
FMC CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(3) Investments
Investments at fair value which represent 5% or more of the Plan's net
assets available for benefits are separately identified below:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
December 31,
--------------------------------
1999 1998
-------------------------------------------------------------------------------------------
<S> <C> <C>
FMC Stock Fund $1,364,827 $1,298,934
Stable Value Fund 9,733,452 6,171,030
Sequoia Fund 1,047,195 1,326,441
Magellan Fund 3,285,371 -
Blue Chip Stock Fund 8,936,609 6,173,909
U.S. Equity Index Pool Fund 4,387,207 -
-------------------------------------------------------------------------------------------
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
-------------------------------------------------------------------------------------------
<S> <C> <C>
FMC Stock Fund 45,684 $ (269,416)
Clipper Fund (48,156) (5,167)
Mutual Qualified (Z) Fund (466) (747)
Sequoia Fund (277,057) 161,670
Fidelity Puritan Fund (37,039) 18,114
Fidelity Magellan Fund 281,955 -
Fidelity Blue Chip Stock Fund 1,344,845 1,536,025
Low-Priced Stock Fund (16,225) (15,829)
Diversified International Fund 174,746 18,967
U.S. Equity Index Pool Fund 511,873 120,940
-------------------------------------------------------------------------------------------
$1,980,160 $1,564,557
-------------------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
FMC CORPORATION 401(k) PLAN
FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT
Notes to Financial Statements
December 31, 1999 and 1998
--------------------------------------------------------------------------------
(4) Federal Income Tax Status
The plan administrator and the Plan's counsel applied to the Internal
Revenue Service for a determination letter and believe the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the Internal Revenue Code and that the plan
is qualified under Section 401(a) of the Internal Revenue Code and,
therefore, that the related Master Trust is exempt from tax under
Section 501(a) of the Code. The plan administrator will amend the plan,
if necessary, in order to achieve compliant status.
(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 FMC Employees' Thrift and
Stock Purchase Plan (the FMC Salaried Plan). As a result, the plan
transferred assets value of $594,460 to the FMC Salaried Plan. On June
30, 1999, FMC Corporation acquired the Tg Soda Ash operations of Elf
AtoChem at Green River, WY. As a result of the acquisition, in
September, 1999, the plan received $12,794,165 of assets from the former
trustee of the Texas Gulf plan. In addition, the Plan transferred
$201,305 to other plans and retirement accounts due to employee
transfers and turnover, and to the FMC Salaried Plan due to moving
certain hourly employees to salaried employee status.
During 1998, four of the Company's bargaining employee units at
Pocatello, ID; Kemmerer, WY; Lawrence, KS; and Carteret, NJ were merged
into the FMC Employees' Thrift and Stock Purchase Plan (the FMC Salaried
Plan). As a result, the plan transferred assets of $6,470,448 to the FMC
Salaried Plan. In addition, the Plan transferred $294,104 to other plans
and retirement accounts due to employee transfers and turnover, and to
the FMC Salaried Plan due to moving certain hourly employees to salaried
employee status.
(6) Impact of Year 2000 Issue
The Plan experienced no significant adverse effects in transition to the
year 2000.
8
<PAGE>
FMC CORPORATION 401(k) PLAN Schedule 1
FOR EMPLOYEES COVERED BY A ----------
COLLECTIVE BARGAINING AGREEMENT
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 Fund FMC Corporation Stock
Party in Interest 23,814 shares $ 1,364,827
Stable Value Fund Portfolio includes investment contracts
offered by major insurance companies
and other approved financial institutions 9,733,452
Clipper Fund Stock Long-term Growth Fund 361,596
Mutual Qualified (Z) Fund Stock Long-term Growth Fund 52,350
Sequoia Fund Stock Long-term Growth Fund 1,047,195
Fidelity Puritan Fund Stock and Bond Fund 722,402
Fidelity Magellan Fund Stock Long-term Growth Fund 3,285,371
Fidelity Blue Chip Growth Fund Large Companies Stock Fund 8,936,609
Low-Priced Stock Fund Growth Mutual Fund 693,511
Diversified International Fund Growth Mutual Fund of Foreign
Companies 743,213
Retirement Government Money Market Portfolio Money Market Mutual Fund 697,107
U. S. Equity Index Pool Stock Index Fund 4,387,207
Participants' loans receivable Varying rate of interest 6.99% - 10.0% 1,887,787
----------------------------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $ 33,912,627
==================================================================================================================================
</TABLE>
See accompanying independent auditors' report.
9
<PAGE>
EXHIBIT INDEX
NUMBER IN
EXHIBIT TABLE DESCRIPTION
------------- -----------
10.1 FMC Employees' 401 (k) Plan for Employees Covered by a
Collective Bargaining Agreement (incorporated by reference
from Exhibit 4.5 to the Form S-8 filed on September 1, 1998).
23.1 Consent of KPMG LLP.
