===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[FEE REQUIRED]
For the fiscal year ended December 31, 19971998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
[NO FEE REQUIRED]
For the transition period from _______________________________ to ____________________________ Commission file
number 1-2376
FMC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0479804
- ------------------------------- ----------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive,
Chicago, Illinois 60601
- ------------------------------------------ ------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 312/861-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- -----------------------------------------
Common Stock, $0.10 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Page 1
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [_]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [_]
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 6, 1998,FEBRUARY 28, 1999, WAS $2,483,388,496.$1,643,639,941. THE NUMBER OF SHARES OF
REGISTRANT'S COMMON STOCK, $0.10 PAR VALUE, OUTSTANDING AS OF THAT DATE WAS
34,702,372.32,110,182.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
DOCUMENT FORM 10-K REFERENCE
- -------- -------------------
Portions of 19971998 Annual Report to Part I, Item 1; Part
to Stockholders II; and Part IV,
Stockholders Items
14(a)(1) and (2)
Portions of Proxy Statement for 1998 Part III
1999 Annual Meeting of Stockholders
_____________________________________________________________________Page 2
PART I
FMC Corporation was incorporated in 1928 under Delaware law and has its
principal executive offices at 200 East Randolph Drive, Chicago, Illinois 60601.
As used in this report, except where otherwise stated or indicated by the
context, "FMC", "the Company" or "the Registrant" means FMC Corporation and its
consolidated subsidiaries and their predecessors.
The Company is one of the world's leading producers of chemicals and machinery
for industry and agriculture. The Company employs 16,80516,216 people at 104107
manufacturing facilities and mines in 25 countries. The Company divides its
businesses into three mainfive segments: MachineryEnergy Systems; Food and Equipment, IndustrialTransportation Systems;
Agricultural Products; Specialty Chemicals and PerformanceIndustrial Chemicals. MachineryThe Energy
Systems businesses supply subsea products system and Equipmentrelated services, drilling,
engineering and metering to the oil and gas exploration industry. Food and
Transportation Systems businesses provide specialized machineryautomated processing and handling
equipment to consumer-based industries. Agricultural Products produces crop
protection and pest control chemicals for worldwide markets. The Specialty
Chemicals businesses develop, manufacture and market specialty chemicals for the
food, petroleum, transportationconsumer product and material
handlingpharmaceutical industries. The Industrial Chemicals
businesses manufacture a wide variety of commodity chemicals including soda ash,
phosphates and hydrogen peroxide. Major customers for those businesses include
detergent, glass and paper producers, as well as other chemical companies.
Performance Chemicals develops, manufactures and markets
proprietary specialty chemicals for the agricultural, food and pharmaceutical
industries.
ITEM 1. BUSINESS
Incorporated by Reference From:
------------------------------
(a) General Development of Business - 1998 Annual Report to Stockholders,
of Business pages 2-4 and 57,53, Management's
Discussion and Analysis on pages 22-31,
and Notes 2, 3 and 4 to the
consolidated financial statements on
pages 39-4241-42
Page 3
(b) Financial Information About - 1998 Annual Report to Stockholders,
page 5About Industry Segments pages 16-17 and page 36
(c) Narrative Description of Business - 1998 Annual Report to Stockholders,
of Business pages 6-918-21 and 22-31
Source and availabilityAvailability of raw materialsRaw Materials
- ----------------------------------------
FMC's natural resource requirements are primarily mineral-oriented. Substantial
portions of requirements for ores and other raw materials, especially trona and
phosphate rock, are produced from mines in the United States on property held by
FMC under long-term leases which are subject to periodic adjustments of royalty
rates. The Company also owns land, including mineral rights, relating to an
Argentine salar from which it produces lithium. Machinery operations obtain raw
materials, principally steel and castings, from many foreign and domestic
sources. No one source is considered essential to any of the machinery
operations. The Company uses oil, gas, coal, coke, hydroelectric power and
nuclear power to meet its energy needs.
Patents
- -------
Although FMC's patents, trademarks and licenses are cumulatively important to
its business, FMC does not believe that the loss of any one or group of related
patents, trademarks or licenses would have a material adverse effect on the
overall business of FMC or on any of its business segments.
Seasonality
- -----------
FMC's businesses are not generally considered to be seasonal, although there
has been a bias inexcept for the
Performance ChemicalsAgricultural Products segment, which tends towards lower profitability in the
fourth quarter primarily due to seasonality in the
markets served by theworldwide agricultural products businesses.markets.
Page 4
Competitive Conditions
- ----------------------
The industries in which FMC competes are highly competitive. FMC competes on
the basis of priceproduct performance, service and product performanceprice and is among the market
leaders inwith respect to most products it manufactures. FMC is the world's
largest producer of natural soda ash, a leading North American producer of
hydrogen peroxide, a leading North American producer of industrial phosphorus
chemicals and a world leader in the mining and processing of lithium products.
FMC manufactures Furadan, one of the largest selling insecticides in the world.
FMC is also the largest worldwide producer of carrageenan, microcrystalline
cellulose, and phosphate ester flame retardants. FMC also participates in many
machinery businesses, including food processing, material handling and energy
production equipment, where FMC has a significant market share.
Products are sold in highly competitive markets worldwide.
Research and Development Expenses
- ---------------------------------
Year Ended December 31
--------------------------------------------------------
In Millions 1998 1997 1996
1995
---- ---- ---------- ------ ------
Machinery and EquipmentEnergy Systems $ 46.724.7 $ 41.520.0 $ 49.017.4
Food & Transportation Systems 26.0 26.7 24.1
Agricultural Products 60.2 73.9 78.3
Specialty Chemicals 28.0 35.2 34.8
Industrial Chemicals 18.6 18.2 20.4
16.2
Performance Chemicals 109.1 113.1 109.2
Corporate --0.2 - 1.5 1.0
------ ------ ------
Total $157.7 $174.0 $176.5 $175.4
====== ====== ======
Expenses increasedIn 1998, the reduction in Machinery & Equipment primarily as a resultresearch and development ("R&D") expenses in the
Agricultural Products segment results from the completion, in late 1997 and
early 1998, of product development cycles related to the inclusionAuthority and Aim
herbicides. The decrease in R&D expenses in the Specialty Chemicals segment
from 1997 to 1998 reflects the Company's reallocation of a full year of operating results of Frigoscandia Equipment,
which was acquired on June 30, 1996,certain R&D resources
toward customer-focused technical support (which is included in Selling and
Administrative Expenses), as well as increased spendingworkforce reductions in the
Company's energy transportation and measurement, and petroleum equipment and
systems businesses. Decreased expenses in Industrial Chemicals primarily
reflect process improvements implemented in 1996 in conjunction with the
completion of the expansion of the Company's Bayport, Texas hydrogen
peroxide plant. Expenses also decreased in Performance Chemicals, due
primarily to the absence of costs associated with the development of several
new herbicides which were introduced in 1997.
Not included in these amounts are costs associated with discontinued
operations, primarily the Company's Defense Systems operations which were
divested in October 1997.some R&D areas.
Page 5
Environmental
- -------------
Incorporated by Reference From:
------------------------------
Compliance with environmental laws - 1998 Annual Report to Stockholders,
laws and regulations Note 1514 to the consolidated financial
statements on pages 50-5149-50
Employees
- ---------
FMC employs 16,80516,216 people in its domestic and foreign operations. Approximately
2,5402,400 such employees are represented by collective bargaining agreements in the
United States. In 1998, eight1999, three of the Company's 17 contracts16 collective bargaining
agreements will expire.expire, covering approximately 123 employees. Certain of those
contracts are currently under negotiation
at the present time.negotiation. FMC maintains good employee relations
and has successfully concluded virtually all of its recent negotiations without
a work stoppage. In those rare instances where a work stoppage has occurred,
there has been no material effect on consolidated sales and earnings. However, FMC,
however, cannot predict the outcome of future contract negotiations.
Incorporated by Reference From:
------------------------------
(d) Financial Information About Foreign - 1998 Annual Report to Stockholders, page 36
About Foreign and
Domestic Operations and
page 34
Export Sales
Forward Looking Statements - Safe Harbor Provisions
- ---------------------------------------------------
The Company and its representatives may from time to time make written or oral
statements that are forward-looking statements with respect to long-term objectives or
expectations of the Company,and provide other than historical
information, including statements contained in the Company's filings with the
Securities and Exchange Commission and in its reports to stockholders.
ThePage 6
Whenever possible, FMC has identified these forward-looking statements by such
words or phrases such as "will likely result", "are expected to", "will
continue", "is anticipated", "is predicted", "forecast", "estimate", "project",
or similar expressions identifyidentifying "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-lookingforward-
looking statements reflect the Company's best judgment based on current
information and are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently anticipatedexpressed in, or projected.implied by,
these statements. The Company wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made. In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company is hereby identifying important
factors that could affect the Company's financial performance and could cause
the Company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
Among the factors that could have an impact on the Company's ability to achieve
its operating results and growth plan goals are:
. significantSignificant price competition, particularly among the Company's competitors
in chemical businesses
. theThe impact of unforeseen economic and political changes in the international
markets where the Company competes, including currency exchange rates, war,
civil unrest, inflation rates, recessions, trade restrictions, foreign
ownership restrictions and economic embargos imposed by any of 24 foreign
countries in which FMC does business or the United States, and other external
factors over which the Company has no control
. theThe impact of significant changes in domestic interest rates or taxation
rates
Page 7
. highIncreases in ingredient or raw material prices compared to historical levels,
or shortages of ingredients or raw materials
. the inherentInherent risks in the marketplace associated with new product introductions
and technologies, particularly in agricultural and specialty chemicals
. Changes in capital spending by customers in the riskspetroleum exploration service
and airline industries
. Risks associated with developing new manufacturing processes, particularly
with respect to complex chemical products
. theThe ability of the Company to integrate possible future acquisitions into its
existing operations
. theThe impact of freight transportation delays beyond the control of the Company
. theThe inability of governmental entities or the Company or its suppliers,
service providers or customers to remedy potential problems with information
systems related to the arrival of the year 2000
. risksRisks associated with joint venture, partnership or limited endeavors in
which the Company may be responsible at least in part for the acts or
omissions of its partners
. risksStock market conditions
. Risks derived from unforeseen developments in industries served by the
Company such as weather patterns in the agricultural sector, political or
economic changes in the energy industries, and other external factors over
which the Company has no control
. environmentalEnvironmental liabilities whichthat may exceed current reserves and estimated loss
contingencies that may arise in the future and whichthat are not covered by
insurance or indemnity
Page 8
. Increased competition in the hiring and retention of employees
The Company cautions that the foregoing list of important factors may not be
all inclusiveall-inclusive, and it specifically declines to undertake any obligation to
publicly revise any forward-looking statements that have been made to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
With respect to forward-looking statements set forth in the "Legal Proceedings"
section, some of the factors that could affect the ultimate disposition of those
contingencies are changes in applicable laws, the development of facts in
individual cases, settlement opportunities and the actions of plaintiffs, judges
and juries.
ITEM 2. PROPERTIES
FMC leases executive offices in Chicago and administrative offices in
Philadelphia. The Company operates 104107 manufacturing facilities and mines in 25
countries. TheIts major research facility is in Princeton, NJ. FMC holds mining
leases on shale and ore deposits in Idaho to supply its phosphorus plant in
Pocatello, and owns substantial phosphatic ore deposits in Rich County, Utah.
Trona ore, used for soda ash production in Green River, WY, is mined primarily
from property held under long-term lease.leases. FMC owns the land and mineral rights
to the Salar del Hombre Muerto lithium reserves in Argentina. Many of FMC's
chemical plants require the basic raw materials which are provided by these FMC-
owned or -leasedleased mines, without which other sources would have to be obtained.
With regard to FMC's mining properties operated under long-term leases, no
single lease or related group of leases is material to the businesses of the
Company as a whole.
Most of FMC's plant sites are owned, with an immaterial number of them being
leased. FMC believes its properties and facilities meet present requirements
and are in good
Page 9
operating condition and that each of its significant manufacturing facilities is
operating at a level consistent with the industry in which it operates. FMC's
production properties for continuing operations are:
Latin
America
United and Western
States Canada Europe Other Total
- --------------------------------------------------------------------------------------------------------------------------
Machinery and Equipment 21Energy Systems 8 4 7 3 22
Food & Transporta-
tion Systems 11 2 5 152 20
Agricultural Products 6 471 - 3 10
Specialty Chemicals 6 4 6 1 17
Industrial Chemicals 12 2 14 1 29
Performance Chemicals 13 5 6 4- 28
ITEM 3. LEGAL PROCEEDINGS
Environmental Proceedings
- -------------------------
An environmental inspection was conducted in July 1993FMC has signed a Consent Decree with the EPA (Region 10) and the United States
Department of Justice ("DOJ") to settle outstanding alleged violations of the
Resource Conservation Recovery Act ("RCRA") at FMC's Phosphorus Chemicals Division
("PCD") plant in Pocatello, Idaho. In August 1994,The RCRA Consent Decree was lodged in the
United States Environmental Protection Agency (Region 10) ("EPA") formally
notifiedDistrict Court for the District of Idaho on October 16, 1998, and
the public comment period closed on December 18, 1998. Public comments were
received, and the DOJ and the EPA must respond to the public comments before the
RCRA Consent Decree can be entered by the Court. The RCRA Consent Decree
provides for injunctive relief covering remediation expense for closure of
existing ponds, estimated at $50 million, and approximately $43 million of
capital costs for waste treatment and other compliance projects; these amounts
will be expended over approximately four (4) years. FMC ofalso will spend
approximately $65 million over the next four (4) years to conduct a number of
alleged violations ofsupplemental environmental projects. These projects include approximately $63
million in capital costs for air quality improvements, and an additional $2
million for health studies with the Resource Conservation and
Recovery Act and related environmental regulations governing the management of
hazardous waste generated byShoshone-Bannock Tribes, since the plant including the operations of hazardous
waste storage and treatment units without interim status, the failure to submit
timely closure plans, the failure to comply with related reporting requirements
and the existence of several other improper treatment and disposal practices.
Although there are no legal proceedings pending at this time,is
located on tribal land. FMC has been
advised that the matter has been referred to the United States Departmentalso paid a penalty of Justice for an evaluation of whether to file a civil enforcement action. If
such a civil action is filed, the government is likely to demand both injunctive
relief and civil penalties. FMC has had extensive discussions with the
Department of Justice and the EPA concerning substantial proposed environmental
projects involving pond closure and remediation, changes to waste handling
practices and additional air control$11.8 million. As
described in an effort to settle this matter in
advance of litigation. See Note 4 to the
1997Page 10
consolidated financial statements (pages 41-42(page 42 of the 19971998 Annual Report to
Stockholders) for a discussion of, an expected increase in capital costs for environmental
compliance which
contributed to an impairment in the value of PCD's assets during the
fourth quarter of 1997.
In addition, FMC has signed a separate matter,second Consent Decree with the EPA, which has yet
to be lodged in court. On June 6, 1998, the EPA issued a draft Risk AssessmentRecord of Decision
("ROD") which addresses previously-closed ponds on August 17, 1995
forthe FMC portion of the
Eastern Michaud Flats Superfund site, which includes FMC's PCD Pocatello, phosphorus facility, identifying potential risks from contamination potentially
associated with FMC. Release of the Risk Assessment allowed FMC to complete a
draft of the Remedial Investigation documenting the nature and extent of
contamination from the site.Idaho,
facility. The company submitted its draft Remedial
Investigation toremedy the EPA on September 28, 1995. On April 21, 1997,selected in the EPA
issued for public comment its proposed remediation plan for the site. The EPA's
preferred remediation alternativeROD is a combination of capping,
surface runoff controls and institutional controls for soils, andwith a contingency
for extraction and recycling for hydraulic control of groundwater. While the company is still reviewing the
EPA's proposed plans, FMC believes
its reserve at December 31, 1997 of $66.1
millionreserves for current and future environmental costs at the Eastern Michaud Flats site
adequately providesprovide for
the estimated costs of the proposed Superfund remediation plan for the site.
See Note 15site and the
expenses related to the 1997October 16, 1998 RCRA Consent Decree described above.
In a separate matter, FMC has reached an agreement in principle with the EPA and
the DOJ regarding settlement of past costs and future clean-up work at the
discontinued fiber manufacturing site in Front Royal, Virginia. The parties are
currently negotiating the specific terms of the agreement in principal and the
final Consent Decree. The anticipated costs associated with this agreement in
principle are the largest component of the fourth quarter 1998 environmental
charge to discontinued operations of $70.0 million, net of contractual
recoveries as described in Note 3 to the consolidated financial statements
(pages 50-5141-42 of the 19971998 Annual Report to Stockholders).
See Note 14 to the consolidated financial statements (pages 49-50 of the
1998 Annual Report to Stockholders) for a discussion of legal proceedings
against other Potentially Responsible Parties and insurers for contribution
and/or coverage with respect to environmental remediation costs.
Other
- -----
A former employeeOn April 14, 1998 a jury returned a verdict against the Company in the amount of
FMC brought$125.0 million in conjunction with a qui tam lawsuitfederal False Claims Act action, in 1986which
Mr. Henry
Page 11
Boisvert filed and ultimately took to trial allegations that the Company had
filed false claims for payment in federal district
court in San Jose, California, claiming that FMC had not produced theconnection with its contract to provide
Bradley Fighting Vehicle
in accordance with Government specifications. The DepartmentVehicles to the United States Army between 1981 and 1996. Under
law, portions of Justice declinedthe jury verdict were subject to intervenedoubling or trebling. On
December 24, 1998, the U.S. District Court for the Northern District of
California entered judgment for Mr. Boisvert in the case,amount of approximately $87
million, or approximately $300 million less than the maximum judgment possible
under the jury verdict. The reduction resulted from several rulings by the
District Court in whichfavor of the plaintiff has alleged substantial
monetary damages. FMCCompany in post-trial motions. Cross-appeals to
the U.S. Court of Appeals for the Ninth Circuit are now pending. Both sides are
asserting arguments on appeal, and a number of those arguments, if successful,
would alter or eliminate the amount of the existing judgment. Any legal
proceeding is subject to inherent uncertainty, and it is not possible to predict
how the appellate court will rule. Therefore, it is the position of the
Company's management believesbased on a review, including a review by outside counsel,
that it is not possible to estimate the claimsamount of a probable loss, if any, to
the Company that might result from some adverse aspects of the judgment in this
case are
without merit andaction ultimately standing against the Company continues to defendCompany. Accordingly, no provision for
this matter vigorously. The
trialhas been made in this case began in January 1998.the Company's consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Page 12
EXECUTIVE OFFICERS OF THE REGISTRANT
The Executive Officers of FMC Corporation, together with the offices in FMC
Corporation presentlycurrently held by them, their business experience since January 1,
1993,1994, and their ages as of March 1, 1998,1999, are as follows:
Age Office, year of election and other
Name 3/1/98 other99 information for past 5 years
- ---- ------ ----------------------------------------------------------------------------------------------------------------------
Robert N. Burt 6061 Chairman of the Board and
Chief Executive Officer
(91); President (90-93)
Larry D. Brady 5556 President (93) and Director (89);
Executive Vice President (89-93)
William F. Beck 59Joseph H. Netherland 52 Executive Vice President (94)(98);
Vice President (86)(87) and General
Manager-Chemical ProductsManager-Energy Systems Group (86)
(93)
Michael J. Callahan 5960 Executive Vice President and Chief
Financial Officer (94); Executive
Vice President and Chief
Financial Officer, Whirlpool
Corporation (91-94)
William J. Kirby 6061 Senior Vice President (94); Vice
President-Administration (85)
J. Paul McGrath 5758 Senior Vice President (96), General
Counsel (96) and Corporate Secretary
(97); Associate General Counsel-Litigation,Counsel-
Litigation, Allied Signal Inc. (92-96)(92-
96)
Charles H. Cannon, Jr. 4546 Vice President and General Manager-FMCManager-
FMC Food Tech (formerly Food Machinery Group) (94) and Jetway
Systems (98); Manager, Food
Processing Systems Division (92-94)
W. Kim Foster 50 Vice President and General Manager-
Agricultural Products Group (98);
Director, International, Agri-
cultural Products Group (97-98);
Division Manager, Airport Products
and Systems Division (91-97)
W. Reginald Hall 6162 Vice President (91) and President,
FMC Asia-Pacific (97); General
Manager-Specialty Chemicals Group
(92)
Page 13
Robert I. Harries 5455 Vice President (92) and General
Manager-Chemical Products Group (94)
Henry Kahn 51Stephanie K. Kushner 43 Vice President and Treasurer (96)(99);
Assistant
Treasurer (93) and Corporate Finance Director (89), The Dow Chemical Companyof Financial Planning (97);
Controller, Process Additives Division
(92)
Ronald D. Mambu 4849 Vice President and Controller (95);
Director, Financial Planning (94-95)(94-
95); Director, Strategic Planning
(93-94); Director, Financial Control
(87-93)
James A. McClung 6061 Vice President-Worldwide Marketing
(91)
Joseph H. Netherland 51 Vice President (87) and General Manager-Energy
and Transportation Equipment Group (93)
William H. Schumann 4748 Vice President, Corporate
Development (98); Vice President and
General Manager-Agricultural
Products Group (95); Director, North
American Operations, Agricultural
Products Group (93-95); Executive
Director, Corporate Development (91-93)
William J. Wheeler 5556 Vice President-ChemicalPresident Chemical Development
(91)and Shared Services (97); Vice President, FMC
Asia-Pacific (91-97); Division Manager,
Phosphorous Chemical Division (86-91)
Each of the Company's executive officers has been employed by the Company in a
managerial capacity for the past five (5) years except for Messrs. Callahan McGrath
and
Kahn.McGrath. No family relationships exist among any of the above-listed officers,
and there are no arrangements or understandings between any of them and any
other person pursuant to which they are selectedserving as an officer. All officers are
elected to hold office for one (1) year and until their successors are elected
and qualified.
Page 14
PART II
Incorporated by Reference From:
-------------------------------
ITEM 5. MARKET FOR REGISTRANT'S COMMON Annual Report to Stockholders,
EQUITY AND RELATED STOCKHOLDER pages 28, 35 and 57, and Notes 11
MATTERS and 12 to the consolidated financial
statements on pages 46-48
ITEM 6. SELECTED FINANCIAL DATA Annual Report to Stockholders, pages
54-55
ITEM 7. MANAGEMENT'S DISCUSSION AND Annual Report to Stockholders,
ANALYSIS OF FINANCIAL CONDITION pages 15, 19 and 24-29
AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE Annual Report to Stockholders, page
DISCLOSURES ABOUT MARKET RISK 29
ITEM 8. FINANCIAL STATEMENTS ANDIncorporated by Reference From:
ITEM 5. MARKET FOR - 1998 Annual Report to Stockholders, pages
REGISTRANT'S COMMON 29, 37 and 53, and Notes 11 and 12 to
EQUITY AND RELATED the consolidated financial statements
STOCKHOLDER MATTERS on pages 46-48
ITEM 6. SELECTED FINANCIAL - 1998 Annual Report to Stockholders, pages
DATA 54-55
ITEM 7. MANAGEMENT'S - 1998 Annual Report to Stockholders, pages
DISCUSSION AND 22-31
ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF
OPERATIONS
ITEM 7A. QUANTITATIVE AND - 1998 Annual Report to Stockholders, pages
QUALITATIVE 29-31
DISCLOSURES ABOUT
MARKET RISK
ITEM 8. FINANCIAL - 1998 Annual Report to Stockholders, pages
STATEMENTS AND 16-17 and 32-51
SUPPLEMENTARY DATA
(INCLUDING ALL pages 5 and 30-52
SCHEDULES REQUIRED
UNDER ITEM 14 OF
PART IV)
ITEM 9. CHANGES IN AND - None
DISAGREEMENTS None WITH
ACCOUNTANTS ON
ACCOUNTING AND
FINANCIAL
DISCLOSURE
Page 15
PART III
Incorporated by Reference From:
------------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS Part I; Proxy Statement for 1998
OF THE REGISTRANT Annual Meeting of Stockholders,
pages 2-9
ITEM 11. EXECUTIVE COMPENSATION Proxy Statement for 1998 Annual
Meeting of Stockholders, pages 16-23Incorporated by Reference From:
ITEM 10. DIRECTORS AND - Part I; Proxy Statement for 1999 Annual
EXECUTIVE OFFICERS Meeting of Stockholders, pages 2-8
OF THE REGISTRANT
ITEM 11. EXECUTIVE - Proxy Statement for 1999 Annual Meeting of
COMPENSATION Stockholders, pages 15-22
ITEM 12. SECURITY OWNERSHIP - Proxy Statement for 1999 Annual Meeting of
OF CERTAIN Proxy Statement for 1998 Annual
BENEFICIAL OWNERS AND MANAGEMENT Meeting of Stockholders, pages 13-14
ITEM 13. CERTAIN RELATIONSHIPS AND Proxy Statement for 1998 Annual
RELATED TRANSACTIONS Meeting of Stockholders, pages 12-13
BENEFICIAL OWNERS
AND MANAGEMENT
ITEM 13. CERTAIN RELATION- - Proxy Statement for 1999 Annual Meeting of
SHIPS AND RELATED Stockholders, pages 11-12
TRANSACTIONS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed with this Report
1. Consolidated financial statements of FMC Corporation and its
subsidiaries are incorporated under Item 8 of this Form 10-K.
2. All required financial statement schedules are included in the
consolidated financial statements or notes thereto as
incorporated under Item 8 of this Form 10-K.
3. Exhibits: See attached Index of Exhibits
(b) Reports on Form 8-K
Page 16
During the quarter ended December 31, 1997,1998, Registrant filed reports
on Form 8-K or Form 8-K/A as follows:
Date Subject
---- -------
October 8, 1997 AnnouncementDecember 16, 1998 Reduction of completion of sale of
defense operations
October 16, 1997 Inclusion of additional information,
exhibits and pro forma financial information
related to sale of defense operations
December 11, 1997 Announcement of lower earnings expectations
for fourth quarter of 1997, gain on sale of
defense operations and recording of asset
impairments and other charges
December 23, 1997 Inclusion of full text of two exhibits
related to sale of defense operationsverdict in Boisvert Case
(c) Exhibits
See Index of Exhibits.
Page 17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FMC CORPORATION
(Registrant)
By: /s/ Michael J. Callahan
-----------------------------------------------
Michael J. Callahan
Executive Vice President and
Chief Financial Officer
Date: March 17, 1998
25, 1999
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
Signature Title
- --------- -----
Michael J. Callahan Executive Vice President and /s/ Michael J. Callahan
-----------------------
Chief Financial Officer ---------------------------
Michael J. Callahan
March 17, 1998
--------------25, 1999
Ronald D. Mambu Vice President, Controller and
)
Principal Accounting Officer )
Robert N. Burt Chairman of the Board and
)
Chief Executive Officer )
Larry D. Brady Director
)
B.A. Bridgewater, Jr. Director
) By: /s/ Michael J. Callahan
-----------------------
Patricia A. Buffler Director
) Michael J. Callahan
Albert J. Costello Director ) March 17, 1998
--------------
Paul L. Davies, Jr. Director
)
Jean A. Francois-Poncet Director
)Asbjorn Larsen Director
Edward C. Meyer Director
)
Edward J. Mooney Director
)
William F. Reilly Director
)
James R. Thompson Director
)
Clayton Yeutter Director )
Page 18
PAGE 1
INDEX OF EXHIBITS FILED WITH OR
INCORPORATED BY REFERENCE INTO
FORM 10-K OF FMC CORPORATION
FOR YEAR ENDED DECEMBER 31, 1997
Exhibit
No.
This1998
EXHIBIT NO.
THIS 10-K Exhibit DescriptionEXHIBIT DESCRIPTION
- ------------- -------------------
2.1 Purchase Agreement, dated as of August 25, 1997, by and among FMC
Corporation, Harsco Corporation, Harsco UDLP Corporation and Iron
Horse Acquisition Corp. (incorporated by reference from Exhibit 2.1 to
the Form 8-K/A filed on October 16, 1997)
3.1 Restated Certificate of Incorporation, as filed on July 1, 1986June 23, 1998
(incorporated by reference from Exhibit 3.14.1 to the Form SES-3 filed on
March 25, 1993)July 21, 1998)
3.2 Amendment to Restated Certificate of Incorporation filed on April 30,
1987 (incorporated by reference from Exhibit 3.2 to the Form SE filed
on March 25, 1993)
3.3 Restated By-Laws of the Company, amended as of February 20, 1998
(incorporated by reference from Exhibit 3.3 to the Annual Report on
Form 10-K filed on March 17, 1998)
4.1 Amended and Restated Rights Agreement, dated as of February 19, 1988,
between Registrant and Harris Trust and Savings Bank (incorporated by
reference from Exhibit 4 to the Form SE filed on March 25, 1993)
4.2 Amendment to Amended and Restated Rights Agreement, dated February 9,
1996 (incorporated by reference from Exhibit 1 to the Form 8-K filed
on February 9, 1996)
4.3 $450,000,000 Five-Year Credit Agreement, dated as of December 6, 1996,
among FMC Corporation, the Lenders Party thereto and Morgan Guaranty
Trust Company of New York as Agent, J.P. Morgan Securities Inc.,
Arranger
4(iii)(A) Registrant undertakes to furnish to the Commission upon request, a
copy of any instrument defining the rights of holders of long-term
debt of the
Page 19
Registrant and its consolidatedits-consolidated subsidiaries and for any of its
unconsolidated subsidiaries for which financial statements are
required to be filed
10.1* FMC 1997 Compensation Plan for Non-Employee Directors, as amended
April 18, 1997 (incorporated by reference from Exhibit 10.1 to the
Quarterly Report on Form 10-Q filed May 15, 1997)
10.2* FMC 1981 Incentive Share Plan, as amended, effective May 28, 1986
(incorporated by reference from Exhibit 10.1 to the Form SE filed on
March 25, 1993)
10.3* FMC 1990 Incentive Share Plan (incorporated by reference from Exhibit
10.1 to the Form SE filed on March 26, 1991)
10.3.a* Amendment dated April 18, 1997 to FMC 1990 Incentive Share Plan
(incorporated by reference from Exhibit 10.3.a to the Quarterly Report
on Form 10-Q filed on May 15, 1997)
10.4* FMC Corporation Salaried Employees' Retirement Plan, as amended and
restated effective January 1, 1995 (incorporated by reference from
Exhibit 10.4 to the Annual Report on Form 10-K for 1994)
10.4.a* Amendment dated March 3, 1998 to FMC Corporation Salaried Employees'
Retirement Plan (incorporated by reference from Exhibit 10.4.a to the
Annual Report on Form 10-K filed on March 17, 1998)
10.4.b* Amendment dated March 28, 1996 to FMC Corporation Salaried Employees'
Retirement Plan (incorporated by reference from Exhibit 10.4.b to the
Annual Report on Form 10-K filed on March 17, 1998)
10.5* 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 27,7, 1992)
__________________
* Indicates a management contract or compensatory plan or agreement.
Page 20
10.6* Amendments to the FMC Employees' Thrift and Stock Purchase Plan
through December 31, 1994 (incorporated by reference from Exhibit 10.6
to the Annual Report on Form 10-K for 1994)filed on March 29, 1995)
10.6.a* Amendment dated March 28, 1996 to 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.b* Amendments effective April 1 and June 1, 1995 to 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)
10.6.c* 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)
10.7* FMC Salaried Employees' Equivalent Retirement Plan (incorporated by
reference from Exhibit 10.4 to the Form SE filed on March 27, 1992)
10.8* FMC Corporation Non-Qualified Retirement and Thrift Plan (incorporated
by reference from Exhibit 10.8 to the Annual Report on Form 10-K filed
on March 17, 1998)
10.9* FMC 1995 Management Incentive Plan, as amended as of October 17, 1997
(incorporated by reference from Exhibit 10.9 to the Annual Report on
Form 10-K filed on March 17, 1998)
10.10* FMC 1995 Stock Option Plan, as amended April 18, 1997 (incorporated by
reference from Exhibit 10.10 to the Form 10-Q filed on May 15, 1997)
10.11* FMC Corporation Executive Severance Plan, as amended as of April 18,
1997 (incorporated by reference from Exhibit 10.11 to the Annual
Report on Form 10-K filed on March 17, 1998)
Page 21
10.12* Master Trust Agreement Betweenbetween FMC Corporation and Fidelity Management
Trust Company, dated June 1, 1997 (incorporated by reference from
Exhibit 10.12 to the Annual Report on Form 10-K filed on March 17,
1998)
10.14* FMC Master Trust Agreement between FMC and Bankers Trust Company
(incorporated by reference from Exhibit 10.9 to the Form SE filed on
March 27, 1992)
10.15 Fiscal Agency Agreement between FMC Corporation and Union Bank of
Switzerland, Fiscal Agent, dated as of January 16, 1990 (incorporated
by reference from Exhibit 10.4 to the Form SE filed on March 28, 1990)
10.17* Consulting Agreement dated as of September 1, 1990 between the Company
and Edward C. Meyer (incorporated by reference from Exhibit 10.16 to
Form 10-K-A10-K/A filed on April 5, 1994)
10.18 Supplemental Agreement No. 1 to Purchase Agreement, dated as of August
25, 1997, by and among FMC Corporation, Harsco Corporation, Harsco
UDLP Corporation and Iron Horse Acquisition Corp. (incorporated by
reference from Exhibit 10.116.1 to the Form 8-K/A filed on December 23,
1997)
10.19 Allocation and Contribution Agreement, by and among FMC Corporation,
Harsco Corporation and Harsco UDLP Corporation (incorporated by
reference from Exhibit 10.1 to the Form 8-K/A filed on December 23,
1997)
12 Statement re Computation of Ratios of Earnings to Fixed Charges
13 Annual Report to Stockholders for the year ended December 31, 1997,1998, is
included as an Exhibit to this report for the information of the
Securities and Exchange Commission and, except for those portions
thereof specifically incorporated by
_________________
* Indicates a management contract or compensatory plan or arrangement.
Page 22
reference elsewhere herein, such Annual Report should not be deemed
filed as a part of this report.
21 List of Significant Subsidiaries of Registrant
23 Consent of Auditors
24 Powers of AttorneyKPMG LLP
27 Financial Data Schedule
- -------------------------------
* Indicates a management contract or compensatory plan or arrangement.
Page 23