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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, 1997
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
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, WAS $2,483,388,496. THE NUMBER OF SHARES OF
REGISTRANT'S COMMON STOCK, $0.10 PAR VALUE, OUTSTANDING AS OF THAT DATE WAS
34,702,372.
DOCUMENTS INCORPORATED BY REFERENCE
DOCUMENT FORM 10-K REFERENCE
- -------- -------------------
Portions of 1997 Annual Report to Part I, Item 1; Part II; and Part IV,
Stockholders Items 14(a)(1) and (2)
Portions of Proxy Statement for 1998 Part III
Annual Meeting of Stockholders
_____________________________________________________________________
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 16,805 people at 104
manufacturing facilities and mines in 25 countries. The Company divides its
businesses into three main segments: Machinery and Equipment, Industrial
Chemicals, and Performance Chemicals. Machinery and Equipment businesses provide
specialized machinery to the food, petroleum, transportation and material
handling 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. 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 - Annual Report to Stockholders, pages
2-4 and 57, and Notes 2, 3 and 4 to
the consolidated financial statements
on pages 39-42
(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
----------------------------------------
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 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. 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 Expenses
---------------------------------
Year Ended December 31
----------------------------------
In Millions 1997 1996 1995
---- ---- ----
Machinery and Equipment $ 46.7 $ 41.5 $ 49.0
Industrial Chemicals 18.2 20.4 16.2
Performance Chemicals 109.1 113.1 109.2
Corporate -- 1.5 1.0
------ ------ ------
Total $174.0 $176.5 $175.4
====== ====== ======
Expenses increased in Machinery & Equipment primarily as a result of the
inclusion of a full year of operating results of Frigoscandia Equipment,
which was acquired on June 30, 1996, as well as increased spending 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.
Environmental
-------------
Incorporated by Reference From:
------------------------------
Compliance with environmental laws - Annual Report to Stockholders,
and regulations Note 15 to the consolidated
financial statements on
pages 50-51
Employees
---------
FMC employs 16,805 people in its domestic and foreign operations.
Approximately 2,540 such employees are represented by collective
bargaining agreements in the United States. In 1998, eight of the Company's
17 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 Foreign - Annual Report to Stockholders,
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 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 chemical businesses
. 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
. 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 ability of the Company to integrate possible future acquisitions
into its existing operations
. the impact of freight transportation delays beyond the control of the
Company
. the inability of the Company or its suppliers or customers to remedy
potential problems with information systems related to the arrival of the
year 2000
. risks 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
. 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
. environmental liabilities which may arise in the future and which are not
covered by insurance or indemnity
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 104 manufacturing facilities and mines in 25
countries. The 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. 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 -leased 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 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 21 5 15 6 47
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 1993 at FMC's Phosphorus
Chemicals Division ("PCD") plant in Pocatello, Idaho. In August 1994, the
United States Environmental Protection Agency (Region 10) ("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 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 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 in an effort to settle this matter in
advance of litigation. See Note 4 to the 1997 consolidated financial statements
(pages 41-42 of the 1997 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 a separate matter, the EPA issued a draft Risk Assessment on August 17, 1995
for the Eastern Michaud Flats Superfund site, which includes FMC's 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. The company submitted its draft Remedial
Investigation to the EPA on September 28, 1995. On April 21, 1997, the EPA
issued for public comment its proposed remediation plan for the site. The EPA's
preferred remediation alternative is a combination of capping, surface runoff
controls and institutional controls for soils, and 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
million for future environmental costs at the Eastern Michaud Flats site
adequately provides for the estimated costs of the proposed Superfund
remediation plan for the site.
See Note 15 to the 1997 consolidated financial statements (pages 50-51 of the
1997 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 employee of FMC brought a qui tam lawsuit in 1986 in federal district
court in San Jose, California, claiming that FMC had not produced the Bradley
Fighting Vehicle
in accordance with Government specifications. The Department of Justice declined
to intervene in the case, in which the plaintiff has alleged substantial
monetary damages. FMC management believes that the claims in this case are
without merit and the Company continues to defend this matter vigorously. The
trial in this case began in January 1998.
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,
1993, and their ages as of March 1, 1998, are as follows:
Age Office, year of election and
Name 3/1/98 other information for past 5 years
- ---- ------ -----------------------------------
Robert N. Burt 60 Chairman of the Board and Chief Executive Officer
(91); President (90-93)
Larry D. Brady 55 President (93) and Director (89); Executive Vice
President (89-93)
William F. Beck 59 Executive Vice President (94); Vice President (86)
and General Manager-Chemical Products Group (86)
Michael J. Callahan 59 Executive Vice President and Chief Financial
Officer (94); Executive Vice President and Chief
Financial Officer, Whirlpool Corporation (91-94)
William J. Kirby 60 Senior Vice President (94); Vice
President-Administration (85)
J. Paul McGrath 57 Senior Vice President (96), General Counsel (96)
and Corporate Secretary (97); Associate General
Counsel-Litigation, Allied Signal Inc. (92-96)
Charles H. Cannon, Jr. 45 Vice President and General Manager-FMC Food Tech
(formerly Food Machinery Group) (94); Manager,
Food Processing Systems Division (92-94)
W. Reginald Hall 61 Vice President (91) and President, FMC
Asia-Pacific (97); General Manager-Specialty
Chemicals Group (92)
Robert I. Harries 54 Vice President (92) and General Manager-Chemical
Products Group (94)
Henry Kahn 51 Vice President and Treasurer (96); Assistant
Treasurer (93) and Corporate Finance Director
(89), The Dow Chemical Company
Ronald D. Mambu 48 Vice President and Controller (95); Director,
Financial Planning (94-95); Director, Strategic
Planning (93-94); Director, Financial Control
(87-93)
James A. McClung 60 Vice President-Worldwide Marketing (91)
Joseph H. Netherland 51 Vice President (87) and General Manager-Energy
and Transportation Equipment Group (93)
William H. Schumann 47 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 55 Vice President-Chemical Development (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 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 selected as an officer. All officers are
elected to hold office for one year and until their successors are elected and
qualified.
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 AND Annual Report to Stockholders,
SUPPLEMENTARY DATA (INCLUDING ALL pages 5 and 30-52
SCHEDULES REQUIRED UNDER ITEM 14
OF PART IV)
ITEM 9. CHANGES IN AND DISAGREEMENTS None
WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
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 16-23
ITEM 12. SECURITY OWNERSHIP 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
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
During the quarter ended December 31, 1997, Registrant filed reports
on Form 8-K or Form 8-K/A as follows:
Date Subject
---- -------
October 8, 1997 Announcement 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 operations
(c) Exhibits
See Index of Exhibits.
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
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
--------------
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 )
Edward C. Meyer Director )
Edward J. Mooney 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, 1997
Exhibit
No.
This
10-K Exhibit 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, 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 Restated By-Laws of the Company, amended as of February 20, 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(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
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
10.4.b* Amendment dated March 28, 1996 to FMC Corporation Salaried Employees'
Retirement Plan
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)
10.6.a* Amendment dated March 28, 1996 to FMC Employees' Thrift and Stock
Purchase Plan
10.6.b* Amendments effective April 1 and June 1, 1995 to FMC Employees'
Thrift and Stock Purchase Plan
10.6.c* Amendment dated October 1, 1997 to the FMC Employees' Thrift and
Stock Purchase Plan
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
10.9* FMC 1995 Management Incentive Plan, as amended as of October 17, 1997
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
10.12* Master Trust Agreement Between FMC Corporation and Fidelity
Management Trust Company, dated June 1, 1997
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)
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 10.1 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,
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 Consent of Auditors
24 Powers of Attorney
27 Financial Data Schedule
- -------------------------------
* Indicates a management contract or compensatory plan or arrangement.