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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, 1996
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
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Common Stock, $0.10 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
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 February 27, 1997, was $2,566,604,614. The number of shares of
Registrant's Common stock, $0.10 par value, outstanding as of that date was
37,232,506.
Documents Incorporated by Reference
Document Form 10-K Reference
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Portions of Annual Report to Part I, Item 1; Part II; and Part IV,
Stockholders for 1996 Items 14(a)(1) and (2)
Portions of Proxy Statement for 1997 Part III
Annual Meeting of Stockholders
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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, a producer of chemicals and machinery for industry, agriculture and
government, operates on a worldwide basis in selected segments of four broad
markets: Performance Chemicals, Industrial Chemicals, Machinery and Equipment
and Defense Systems. The Company operates 117 manufacturing facilities and mines
in 27 states and 28 countries. Performance Chemicals develops, manufactures and
markets proprietary specialty chemicals for the agricultural, food and
pharmaceutical industries. Industrial Chemicals businesses manufacture a wide
variety of chemicals including soda ash, phosphates and hydrogen peroxide. Major
customers include detergent, glass and paper producers, as well as other
chemical companies. Machinery and Equipment businesses provide specialized
machinery to the food, petroleum, transportation and material handling
industries. Defense Systems develops, manufactures and supplies ground combat
vehicles and naval weapons systems to the armed forces of the United States and
other governments. Effective January 1, 1994, the Company and Harsco Corporation
("Harsco") formed a joint venture, United Defense, L.P., which is a combination
of certain assets and liabilities of the Company's Defense Systems Group and
Harsco's BMY Combat Systems Division and pursuant to which the Company is the
Managing General Partner with a 60% equity interest.
Item 1. Business
Incorporated by Reference From:
------------------------------
(a) General Development of Business - Annual Report to Stockholders, Inside
back cover, pages 2-4, and Notes 2 and
3 to the consolidated financial
statements on pages 42-44
(b) Financial Information About - Annual Report to Stockholders, page 5
Industry Segments
(c) Narrative Description of Business - Annual Report to Stockholders, pages
6-9
Source and availability of raw materials
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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. 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.
Principal Customer
- ------------------
Sales to various agencies of the United States government aggregated $851.2
million, $706.5 million and $618.3 million in 1996, 1995 and 1994, respectively.
These sales were made primarily by the Defense Systems segment. Contracts with
various agencies of the United States government and subcontracts with other
prime contractors are subject to a profusion of procurement regulations, with
noncompliance found by any one agency possibly resulting in fines, penalties,
debarment or suspension from receiving additional government contracts.
Moreover, these contracts may be terminated at the government's convenience,
although contractors are normally protected by provisions covering reimbursement
for costs incurred as well as the payment of any applicable fees or profits.
Seasonality
- -----------
FMC's businesses are not generally considered to be seasonal, although there has
been a bias in the Performance Chemicals segment towards lower profitability in
the fourth quarter primarily due to seasonality in the markets served by the
agricultural products businesses.
Competitive Conditions
- ----------------------
FMC competes on the basis of price and product performance and is among the
market leaders in 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. United Defense, L.P. is a world leader in the
production of tracked, armored personnel carriers. FMC also participates in many
machinery businesses, including food processing, material handling and energy
equipment, where FMC has a significant market share. Products are sold in highly
competitive markets worldwide.
Research and Development Expenditures
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Year Ended December 31
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In Millions 1996 1995 1994
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Performance Chemicals $113.1 $109.2 $ 94.3
Industrial Chemicals 20.4 16.2 16.2
Machinery and Equipment 41.5 49.0 29.6
Defense Systems 12.9 12.4 16.3
Corporate 1.5 1.0 10.4
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Total $189.4 $187.8 $166.8
Expenditures for research and development increased in Performance Chemicals
primarily due to continued development of herbicides. Expenditures also
increased in Industrial Chemicals primarily due to new product development and
process improvement efforts regarding the Company's peroxygen and phosphorus
products. Expenditures decreased in Machinery & Equipment primarily related to
the absence of the write-off of acquired in-process research and development
related to the Moorco acquisition ($15.5 million in 1995) offset partially by
increased research and development expenditures related to acquisitions and the
Company's airport products business.
Not included in these amounts are $320.3 million, $279.6 million and $148.0
million in 1996, 1995 and 1994, respectively, for research and development
projects contracted directly with the U.S. government and commercial sponsors,
primarily related to Defense Systems programs.
Environmental
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Incorporated by Reference From:
-------------------------------
Compliance with environmental laws and - Annual Report to Stockholders,
regulations Note 14 to the consolidated
financial statements on
pages 52-53
Employees
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FMC employs 22,048 people in its domestic and foreign operations. Approximately
4,500 such employees are represented by collective bargaining agreements in the
United States and Canada. In 1997, seven of the Company's 26 contracts will
expire. Certain of those contracts are under negotiation at the present time.
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 cannot predict the outcome of
future contract negotiations.
Incorporated by Reference From:
------------------------------
(d) Financial Information About - Annual Report to Stockholders, page 38
Foreign and Domestic Operations
and Export Sales
Forward Looking Statements - Safe Harbor Provisions
- ---------------------------------------------------
The Company and its representatives may from time to time make written or oral
forward-looking statements with respect to long-term objectives or expectations
of the Company, including statements contained in the Company's filings with the
Securities and Exchange Commission and in its reports to stockholders.
The words or phrases "will likely result", "are expected to", "will continue",
"is anticipated", "is predicted", "forecast", "estimate", "project", or similar
expressions identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently
anticipated or projected. 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:
. significant price competition, particularly among the Company's
competitors in industrial chemicals
. high ingredient or raw material prices compared to historical levels, or
shortages of ingredients or raw materials
. the inherent risks in the marketplace associated with new product
introductions and technologies, particularly in agricultural and specialty
chemicals
. the risks associated with developing new manufacturing processes,
particularly with respect to complex chemical products
. the impact of budgetary restrictions which may be imposed by the U.S.
and foreign governments with respect to spending on defense weaponry,
training and research
. the ability of the Company to integrate recent acquisitions into its
existing operations
. the impact of unforeseen economic and political changes in the
international markets where the Company competes including currency
exchange rates, inflation rates, recessions, foreign ownership
restrictions, and other external factors over which the Company has no
control
. the impact of significant changes in domestic interest rates or taxation
rates.
The Company cautions that the foregoing list of important factors may not be all
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.
Item 2. Properties
FMC leases executive offices in Chicago and administrative offices in
Philadelphia. The Company operates 117 manufacturing facilities and mines in 28
countries. Major research facilities are in Santa Clara, CA, and 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. FMC also owns half
of a lithium mine located near Cherryville, NC, and has long-term lease
commitments for the remaining portion and in Argentina FMC owns the land and
mineral rights to the Salar del Hombre Muerto lithium reserves. Many of FMC's
chemical plants require the basic raw materials which are provided by these FMC-
owned or -leased mines, without which other sources would have to be obtained.
FMC's mining properties are operated under
numerous long-term leases with no single lease or related group of leases
material to the businesses of the Company as a whole. United Defense, L.P.
leases its administrative offices in Arlington, Virginia.
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 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
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Performance Chemicals 13 3 6 4 26
Industrial Chemicals 13 2 12 1 28
Machinery and Equipment 22 5 15 6 48
Defense Systems 13 - - 2 15
Item 3. Legal Proceedings
Environmental Proceedings
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As initially reported in FMC's annual report on Form 10-K for the year ended
December 31, 1994, an environmental inspection was conducted in July 1993 at
FMC's Phosphorus Chemicals Division plant in Pocatello, Idaho. In August 1994,
the United States EPA (Region 10) (the "EPA") formally notified FMC of a number
of alleged violations of the Resource Conservation and Recovery Act and related
environmental regulations governing the management of hazardous waste generated
by 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 implement an adequate groundwater monitoring program and 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, FMC has been advised that the matter has been referred to
the United States Department 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 is seeking to
settle this matter in advance of litigation. Management believes that the
resolution of these matters will not likely have a material adverse effect on
FMC's liquidity, results of operations or financial condition.
Other
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See Note 14 to the 1996 consolidated financial statements (pages 52-53 of the
1996 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.
Item 4. Submission of Matters to a Vote of Security Holders
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The Executive Officers of FMC Corporation, together with the offices in FMC
Corporation presently held by them, their business experience since January 1,
1992, and their ages as of March 1, 1997, are as follows:
Age Office, year of election and
Name 3/1/97 other information for past 5 years
- ---- ------ ----------------------------------
Robert N. Burt 59 Chairman of the Board and Chief Executive
Officer (91); President (90-93); Executive
Vice President (88)
Larry D. Brady 54 President (93) and Director (89);
Executive Vice President (89-93); Vice
President-Corporate Development (88)
William F. Beck 58 Executive Vice President (94); Vice
President (86) and General
Manager-Chemical Products Group (86);
President of FMC Europe (91)
Michael J. Callahan 58 Executive Vice President and Chief
Financial Officer (94); Executive Vice
President and Chief Financial Officer,
Whirlpool Corporation (91-94)
William J. Kirby 59 Senior Vice President (94); Vice
President-Administration (85)
J. Paul McGrath 55 Senior Vice President and General Counsel
(96); Associate General
Counsel-Litigation, Allied Signal Inc.
(92-96)
Charles H. Cannon 44 Vice President and General Manager-Food
Machinery Group (94); Manager, Food
Processing Systems Division (92-94);
Manager, Citrus Machinery Division (89-92)
W. Reginald Hall 60 Vice President (91) and General
Manager-Specialty Chemicals Group (92)
General Manager-Food Machinery Group (90)
Robert I. Harries 53 Vice President (92) and General
Manager-Chemical Products Group (94)
Patrick J. Head 64 Vice President (81); General Counsel
(81-96)
Henry Kahn 50 Vice President and Treasurer (96);
Assistant Treasurer (93) and Corporate
Finance Director (89), The Dow Chemical
Company
Ronald D. Mambu 47 Vice President and Controller (95);
Director, Financial Planning (94-95);
Director, Strategic Planning (93-94);
Director, Financial Control (87-93)
James A. McClung 59 Vice President (91); Vice
President-International (81-91)
Joseph H. Netherland 50 Vice President (87) and General
Manager-Petroleum Equipment Group (86),
Specialized Machinery Group (89); Energy
and Transportation Equipment Group (93)
Thomas W. Rabaut 48 Vice President (94), President and Chief
Executive Officer, United Defense, L.P.
(94); General Manager, Defense Systems
Group (93); Manager, Ground Systems
Division (90-93)
William H. Schumann 46 Vice President (95) 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 54 Vice President (91); President, FMC
Asia-Pacific (91); General Manager,
Phosphorus 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 years except for Messrs. Callahan, McGrath
and Kahn. No family relationships exist between 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 selected as an officer. All
officers are elected to hold office for one year and until their successors are
elected and qualify.
PART II
Incorporated by Reference From:
-------------------------------
Item 5. Market for Registrant's Annual Report to Stockholders,
Common Equity and Inside back cover, pages 33 and 39, and
Related Stockholder Notes 10 and 11 to the consolidated
Matters financial statements on pages 48-50
Item 6. Selected Financial Data Annual Report to Stockholders,
pages 56-57
Item 7. Management's Discussion Annual Report to Stockholders,
and Analysis of Financial pages 16-17, 21, 28, and 31-33
Condition and Results of
Operations
Item 8. Financial Statements and Annual Report to Stockholders,
Supplementary Data pages 5 and 34-54
(including all Schedules
required under Item 14 of
Part IV)
Item 9. Changes in and None.
Disagreements with
Accountants on
Accounting and Financial
Disclosure
PART III
Incorporated by Reference From:
-------------------------------
Item 10. Directors and Executive Part I; Proxy Statement for 1997
Officers of the Registrant Annual Meeting of Stockholders,
pages 1-11
Item 11. Executive Compensation Proxy Statement for 1997 Annual
Meeting of Stockholders, pages 14-
22
Item 12. Security Ownership of Proxy Statement for 1997 Annual
Certain Beneficial Owners Meeting of Stockholders, pages 11-
and Management 12
Item 13. Certain Relationships and Proxy Statement for 1997 Annual
Related Transactions Meeting of Stockholders, page 11
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. Report of Independent Auditors from Ernst & Young LLP for United
Defense, L.P. (Exhibit 99).
4. Exhibits: See attached exhibit index, page 14
(b) Reports on Form 8-K
During the quarter ended December 31, 1996, Registrant filed reports
on Form 8-K as follows:
Date Subject
---- -------
October 16, 1996 Announcement of third quarter earnings.
(c) Exhibits
See Index of Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 of 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 26, 1997
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 /s/ Michael J. Callahan
and Principal Financial ----------------------
Officer Michael J. Callahan
March 26, 1997
----------------------
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 ) -----------------------
Albert J. Costello Director ) Michael J. Callahan
Paul L. Davies, Jr. Director ) March 26, 1997
Jean A. Francois-Poncet Director ) -----------------------
Pehr G. Gyllenhammar Director )
Robert H. Malott Director )
Edward C. Meyer Director )
William F. Reilly Director )
James R. Thompson Director )
Clayton Yeutter Director )
PAGE 1
INDEX OF EXHIBITS FILED WITH OR
INCORPORATED BY REFERENCE INTO
FORM 10-K OF FMC CORPORATION
FOR YEAR ENDED DECEMBER 31, 1996
Exhibit
No.
This
10-K Exhibit Description
- ---- -------------------
3.1 Restated Certificate of Incorporation, as filed on July 1, 1986
(incorporated by reference from Exhibit 3.1 to the Form SE filed on
March 25, 1993)
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 Amended and Restated By-Laws of the Company, as amended (incorporated
by reference from Exhibit 4.3 to Form S-8 Registration Statement No.
333-18383 filed on December 18, 1996)
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(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 Registrant and its consolidated subsidiaries and for any
of its unconsolidated subsidiaries for which financial statements are
required to be filed
4.3 Participation Agreement, dated as of January 1, 1994, by and among
FMC Corporation, Harsco Corporation, Harsco Defense Holding, Inc. and
United Defense, L.P.* (incorporated by reference from Exhibit 4.1 to
the Form 8-K filed on February 14, 1994)
4.4 Partnership Agreement, dated as of January 1, 1994, by and among FMC
Corporation, Harsco Defense Holding, Inc. and United Defense, L.P.*
(incorporated by reference from Exhibit 4.2 to the Form 8-K filed on
February 14, 1994)
4.5 Annex A - Definitions Relating to the Partnership Agreement and the
Participation Agreement (incorporated by reference from Exhibit 4.3
to the Form 8-K filed on February 14, 1994)
4.6 Registration Rights Agreement, dated as of January 1, 1994, by and
among FMC Corporation, Harsco Defense Holding, Inc. and United
Defense, L.P. (incorporated by reference from Exhibit 4.4 to the Form
8-K filed on February 14, 1994)
4.7 Management Services Agreement, dated as of January 1, 1994, by and
between FMC Corporation and United Defense, L.P.* (incorporated by
reference from Exhibit 4.6 to the Form 8-K filed on February 14,
1994)
4.8 Form of Senior Promissory Note Agreement by and between Harsco
Defense Holding, Inc. and United Defense, L.P. (incorporated by
reference from Exhibit 4.6 to the Form 8-K filed on February 14,
1994)
10.1** FMC 1997 Compensation Plan for Non-Employee Directors
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)
10.4** 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)
10.5** 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, 1992)
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)
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 Deferred Compensation Equivalent Retirement and Thrift Plan
(incorporated by reference from Exhibit 10.5 to the Form SE filed on
March 27, 1992)
10.9** FMC 1995 Management Incentive Plan (incorporated by reference from
Exhibit 10.9 to the Form 10-K filed on March 15, 1996)
10.10** FMC 1995 Stock Option Plan as amended (incorporated by reference from
Exhibit 10.10 to the Form 10-K filed on March 15, 1996)
10.11** FMC Corporation Amended and Restated Executive Severance Plan
(incorporated by reference from Exhibit 10.1 to the Form SE filed on
March 28, 1990)
10.12** FMC Employees' Thrift and Stock Purchase Trust dated April 1, 1982
(incorporated by reference from Exhibit 10.7 to the Form SE filed on
March 27, 1992)
10.13** Amendment to FMC Employees' Thrift and Stock Purchase Trust dated
April 1, 1988 (incorporated by reference from Exhibit 10.8 to the Form
SE filed on March 27, 1992)
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-A filed on April 5, 1994)
12 Statement re Computation of Ratios of Earnings to Fixed Charges
13 Annual Report to Stockholders for the year ended December 31,
1996, 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 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 Consents of Auditors
24 Powers of Attorney
27 Financial Data Schedule
99 Report of Ernst & Young LLP, Independent Auditors
- -------------------------------
* The Registrant has omitted the schedule and certain exhibits to the
Participation Agreement, the Partnership Agreement and the Management Services
Agreement and agrees to furnish supplementally a copy of such schedules and
exhibits to the Commission upon request.
** Indicates a management contract or compensatory plan or arrangement.