UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended............December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from...............to.................
Commission file number..........................................
A. FMC CORPORATION SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
B. FMC CORPORATION
1735 Market Street, Philadelphia, PA 19103
(Name and Address of Issuer)
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, FMC Corporation, as Plan Administrator, has duly caused this
annual report to be signed on its behalf by the undersigned thereunto
duly authorized.
FMC CORPRATION SAVINGS AND
INVESTMENT PLAN
By /s/ Andrea E. Utecht
---------------------
Andrea E. Utecht
General Counsel
Dated: June 26, 2002
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Table of Contents
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Page(s)
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Independent Auditors' Report................................................ 1
Financial Statements:
Statements of Net Assets Available for Benefits........................ 2
Statements of Changes in Net Assets Available for Benefits............. 3
Notes to Financial Statements.......................................... 4-10
Schedule H, Line 4i - Schedule of Assets (Held at End of Year).............. 11
Exhibit Index............................................................... 12
Independent Auditors' Report
----------------------------
The Employee Welfare Benefits Plan
Committee of FMC Corporation:
We have audited the accompanying statements of net assets available for benefits
of the FMC Corporation Savings and Investment Plan (the Plan) as of December 31,
2001 and 2000, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2001 and 2000, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule of Assets (Held
at End of Year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Chicago, Illinois
June 26, 2002
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
(In thousands)
2001 2000
------------- ------------
Assets:
Investments, at fair value $ 364,976 $ 664,007
Receivables:
Contributions - employees - -
Contributions - employer - 171
Participants' loans 9,744 19,727
------------- ------------
9,744 19,898
------------- ------------
Net assets available for benefits $ 374,720 $ 683,905
============= ============
The accompanying notes are an integral part of these financial statements.
2
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
(In thousands)
--------------------------------------------------------------------------------
2001 2000
---------------- ----------------
Additions:
Net appreciation (depreciation) in
fair value of investments (Note 3) $ (82,412) $ 62,523
Interest and dividend income 14,826 25,931
---------------- ----------------
Net investment income (loss) (67,586) 88,454
Contributions - employees 28,901 32,711
Contributions - employer 12,303 14,007
---------------- ----------------
Total additions (26,382) 135,172
---------------- ----------------
Deductions:
Distributions to participants 62,417 82,369
Administrative expenses 560 429
---------------- ----------------
Total deductions 62,977 82,798
---------------- ----------------
Net deductions prior to transfers
and other changes (89,359) 52,374
Net transferred in/out and
other changes (Note 6) (219,826) 13,958
---------------- ----------------
Net additions (deductions) (309,185) 66,332
Net assets available for benefits,
beginning of year 683,905 617,573
---------------- ----------------
Net assets available for benefits,
---------------- ----------------
end of year $ 374,720 $ 683,905
================ ================
The accompanying notes are an integral part of these financial statements.
3
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(1) Description of the Plan
The following description of the FMC Corporation Savings and Investment
Plan (the Plan) provides only general information. Participants should
refer to the Plan text for a more complete description of the Plan's
provisions. The Plan name was changed in January 2000. Formerly, the Plan
was known as the FMC Thrift and Stock Purchase Plan. Effective September
28, 2001, the FMC Corporation Savings and Investment Plan for Bargaining
Unit Employees was merged with and into the Plan. Also on September 28,
2001, the portion of the FMC Corporation Savings and Investment Plan
attributable to participants who are or were employed by a
machinery-related portion of FMC Corporation's business was spun-off to the
FMC Technologies, Inc. Savings and Investment Plan.
(a) General
The Plan is a qualified salary-reduction plan under Section 401(k) of the
Internal Revenue Code, which covers substantially all full-time employees
of FMC Corporation (the company) (other than employees who generally reside
or work outside of the United States). Such employees are eligible to
participate in the Plan immediately upon commencement of their employment
with the company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 as amended (ERISA). The Plan is
administered by the FMC Employee Welfare Benefits Plan Committee.
(b) Contributions
Participants may elect to defer not less than 2% and no more than 20% of
their annual compensation, and contribute it to the Plan trust on a pretax
basis up to the IRS maximum of $10,500. Participants may also elect to make
after-tax contributions, either as an alternative to pretax contributions,
or in addition to the maximum pretax contributions of $10,500 (but not more
than 20% of their total compensation in the aggregate). For eligible
employees participating in the Plan, except for those employees covered by
certain collective bargaining agreements, the company makes matching
contributions ranging from 40% to 100% of the portion of those
contributions not in excess of 5% of each employee's compensation (Basic
Contribution), regardless of the $10,500 limit on pretax contributions. At
December 31, 2001, 4,651 current and former employees participated in the
Plan.
(c) Trust
The company and Fidelity Management Trust Company (the Trustee) established
a trust (the Trust) for investment purposes as part of the Plan. The
Trustee is also the Plan's recordkeeper.
(d) Investment options
Upon enrollment in the Plan, a participant may direct his or her
contributions in 1% increments to each investment option selected.
Investment options include the following:
1) FMC Stock Fund - Funds are invested in common stock of FMC
Corporation.
2) FMC Technologies Stock Fund - Funds are invested in common stock of
FMC Technologies, Inc.
3) Stable Value Fund-MIP II Blend - Funds are invested in investment
contracts offered by insurance companies and other approved
financial institutions. The selection of these contracts and
administration of this fund is directed by the fund's investment
manager. For the Plan years ending December 31, 2001 and December
31, 2000, the effective annual yield was approximately 8.02% and
6.41%, respectively.
4
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
4) Clipper Fund - Funds are invested in common stocks, which are
considered undervalued by the fund manager, and in long-term bonds.
5) Mutual Qualified Fund-Class Z - Funds are invested primarily in
common and preferred stocks, which are considered undervalued by the
fund manager.
6) Sequoia Fund, Inc. - Fund investments are concentrated in a
relatively small number of mostly U. S. - headquartered companies
with long-term growth potential.
7) Fidelity Puritan Fund - Funds are invested in high-yielding U.S. and
foreign securities, including those in emerging markets.
8) Fidelity Magellan Fund - Funds are primarily invested in common
stocks of domestic and foreign companies.
9) Fidelity Blue Chip Growth Fund - Funds are invested primarily in
common stocks of well-known and established companies.
10) Fidelity Low-Priced Stock Fund - Funds are heavily invested in
undervalued stocks or out-of-favor stocks.
11) Fidelity Diversified International Fund - Funds are invested
primarily in stocks of companies located outside the U. S. that are
included in the Morgan Stanley EAFE Index.
12) Fidelity Retirement Government Money Market Fund - Funds are invested
in short-term obligations of the U. S. Government or its agencies.
13) U. S. Equity Index Pool Fund - Funds are invested primarily in common
stocks of the 500 companies that comprise the S&P 500.
14) PIMCO Total Return Fund-Administrative Class - Funds are invested
primarily in U. S. government, corporate, mortgage and foreign bonds.
15) MAS Mid Cap Growth Portfolio-Advisor Class - Funds are invested
primarily in equities of small to mid-sized companies that are
growing rapidly and are expected to perform well.
16) Fidelity Capital & Income Fund - Funds are invested in equity and
debt securities, including defaulted securities, with emphasis on
lower-quality debt securities.
17) Fidelity Freedom Funds - a series of asset allocation funds: Freedom
Income Fund, Freedom 2000 Fund, Freedom 2010 Fund, Freedom 2020 Fund,
Freedom 2030 Fund, and Freedom 2040 Fund. The four target date funds
are designed for investors who want a simple approach to investing
for retirement by investing in a collection of other Fidelity mutual
funds by targeting their retirement dates.
5
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
The Freedom Income Fund, designed for those already in retirement,
emphasizes bond and money market mutual funds.
The HARSCO Stock Fund was transferred into the Plan as part of the 1994
joint venture ("UDLP") of the company's defense systems business with
HARSCO's defense systems business. HARSCO employees were given the option
to maintain their HARSCO Stock in the Plan, however, the HARSCO Stock Fund
was not an investment option available to all participants in the plan.
All company contributions to the Plan are invested by the Trustee in the
FMC Stock Fund and are credited to the respective accounts of the employees
participating in the Plan. Prior to February 26, 2001, participants could
change their investment options and move their account balances within the
funds as frequently as they chose except with respect to employee basic
contributions to the FMC Stock Fund, where the value of the account could
be moved once a year after a participant reached age 50, and company
contributions, which could not be moved to other funds. Effective February
26, 2001, participants were given the ability to move account balances with
respect to employee basic contributions to and from the FMC Stock Fund at
any time.
On December 31, 2001, the FMC Technologies Stock Fund was created as a
result of the distribution of FMC Technologies, Inc. stock by the company
(see Note 7).
(e) Vesting
Participants are immediately vested in their elective contributions plus
actual earnings thereon. Vesting in the company's contributions and related
earnings is based on years of service. A participant is 100 percent vested
after five years of service.
(f) Payment of Benefits
Upon termination of service or attainment of age 59-1/2, any participant
may elect to immediately receive a lump sum distribution equal to the
vested interest of his or her account. Participants aged 55 or older or
whose accounts are valued at not less than $5,000 may, upon termination,
elect to defer their lump sum distribution or receive annual installments
over a ten-year period. If a participant is not fully vested in the
company's contributions to his or her account on the date of termination of
his or her employment, the non-vested portion is forfeited. Such
forfeitures are used to pay certain administrative expenses of the Plan and
to reduce future company contributions to the Plan.
(g) Expenses
The compensation and expenses of the Trustee are paid by the company. All
other expenses of the Plan may be paid by the Trustee out of the assets of
the Plan and constitute a charge upon the respective investment funds or
upon the individual participants' accounts as provided in the Plan.
(h) Withdrawals and Loans
The Plan allows participants to make hardship cash withdrawals (subject to
income taxation and IRS penalties) of some or all of their vested account
balances. Eligible participants may also receive money from the Plan in the
form of loans. The minimum that may be borrowed is $1,000. The maximum that
may be borrowed is the lesser of $50,000, as adjusted, or 50% of the
participant's vested account balance.
6
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Loans must be repaid over 60 months with interest at the announced Stable
Value-MIP II Blend Fund rate or some other reasonable rate as determined by
the company. Participant loans outstanding as of December 31, 2001 and
December 31, 2000, which are reported in the Loan Fund, were $9,743,943 and
$19,727,000, respectively.
(i) Plan Termination
Although it has not expressed any intent to do so, the company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of the Plan and ERISA. In the
event of plan termination, participants will become 100% vested in their
account balances.
(i) Forfeited Accounts
Forfeited accounts may be used to pay certain plan administration expenses.
Any remaining balances in the forfeitures accounts may be used to reduce
future employer contributions.
(2) Summary of Significant Accounting Policies
The following are the significant accounting policies followed by the Plan:
(a) Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
(b) Investment Transactions
Security transactions are recorded in the financial statements on a
settlement-date basis, which does not differ materially from a trade-date
basis. Dividends are recorded as earned on the record date. Interest is
recorded as earned on the accrual basis.
(c) Valuation of Investments
Quoted or estimated market prices are used to value investments except for
certain contracts with banks and insurance companies which guarantee
repayment of principal with interest at a fixed or fixed minimum rate for a
specified period of time. These contracts are valued at contract value,
which approximates market value.
(d) Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires the
Plan administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from these estimates, but the Plan administrator does not
believe such differences will materially affect the Plan's financial
position or results of operations.
(e) Payment of Benefits
Benefit payments are recorded when paid.
7
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(3) Investments and Basis of Allocation
Investments at fair value, which represent 5% or more of the Plan's assets
available for benefits, are separately identified below:
December 31,
---------------------------
2001 2000
(in thousands)
FMC Stock Fund $83,816 $345,299
FMC Technologies Common Stock Fund/1/ 71,957 N/A
Stable Value-MIP II Blend Fund 95,985 130,853
Sequoia Fund 19,728 -
Fidelity Blue Chip Growth Fund 23,686 42,282
Clipper Fund 19,021 -
During 2001 and 2000, the Plan's investments (including investments bought,
sold, and held during the year) appreciated (depreciated) as follows:
-------------------------------------------------------------------------------------
Year ended December 31,
-----------------------
2001 2000
-------------------------------------------------------------------------------------
(in thousands)
FMC Stock Fund $(67,020) $74,698
FMC Technologies Common Stock Fund - N/A
Clipper Fund 1,065 3,800
Mutual Qualified (Z) Fund (211) (160)
Sequoia Fund 1,258 (1,407)
Fidelity Puritan Fund (714) (108)
Fidelity Magellan Fund (1,710) (1,625)
Fidelity Blue Chip Growth Fund (8,133) (7,015)
Fidelity Low-Priced Stock Fund 661 75
Fidelity Diversified International Fund (1,531) (1,431)
U. S. Equity Index Pool Fund (3,583) (2,383)
MAS Mid Cap Growth Portfolio (2,078) (1,638)
PIMCO Total Return Fund 28 27
Fidelity Capital & Income Fund (40) (11)
Fidelity Freedom 2000 Fund (18) (11)
Fidelity Freedom 2010 Fund (146) (58)
Fidelity Freedom 2020 Fund (114) (109)
Fidelity Freedom 2030 Fund (128) (43)
Fidelity Freedom 2040 Fund (5) N/A
Fidelity Freedom Income Fund (1) (57)
Harsco Stock Fund 8 (21)
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$(82,412) $62,523
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_____________________
/1/ The FMC Technologies Common Stock Fund did not exist in 2000.
8
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(4) Non-participant Directed Investments
Non-participant directed investments are composed of forfeited non-vested
balances that have not been allocated to participant accounts. These
accounts, totaling $68,000 and $127,000 at December 31, 2001 and 2000,
respectively, are included in the Stable Value-MIP II Blend Fund.
Changes in the non-participant directed investments during 2001 were:
(in thousands)
Non-participant directed assets at December 31, 2000 $ 127
Non-vested forfeited accounts 323
Interest income 6
Transfer out to FMC Technologies' Plan due to split (25)
Forfeitures used to reduce company contributions (177)
Forfeitures used for plan expenses (186)
--------------------------------------------------------------------------------
Non-participant directed investments at December 31, 2001 $ 68
--------------------------------------------------------------------------------
(5) Income Taxes
The Plan was amended and restated effective January 1, 1999 to reflect Plan
changes and changes in the Internal Revenue Code. The Plan received a
favorable determination letter from the Internal Revenue Service on May 22,
2000 indicating that it is qualified under Section 401(a) of the Internal
Revenue Code and therefore, that the related Master Trust (and, prior to
that, the predecessor trust) are exempt from tax under Section 501(a) of
the Code.
The company receives a federal income tax deduction for its contributions
to the Plan. Participating employees are not subject currently to Federal
income tax on their elective contributions, company contributions, and
appreciation in the company's common stock, income, and other items
allocated to their individual accounts. Individual participants are taxed
on such items at the time of distribution from the Plan.
(6) Plan Merger and Asset Transfers
In September 2001 the FMC Corporation Savings and Investment Plan for
Bargaining Unit Employees was merged with and into the FMC Corporation
Savings and Investment Plan. As a result of the merger, the Plan received
$22,340,583 from the FMC Corporation Savings and Investment Plan for
Bargaining Unit Employees. Also in September 2001, in connection with FMC's
previously announced plan for reorganization, the portion of the FMC
Corporation Savings and Investment Plan attributable to participants who
are or were employed by a machinery-related portion of FMC Corporation's
business was spun-off to the FMC Technologies, Inc. Savings and Investment
Plan. As a result of the spin-off, $241,023,452 was transferred out of the
Plan and into the FMC Technologies, Inc. Savings and Investment Plan. In
addition, $1,466,106 was transferred from the Plan to a predecessor plan
due to the sale of the company's machinery business in Smithville, Ohio. In
addition, the plan received $258,792 due to employee transfers.
In July 2000, the Plan received $7,875,000 from the former trustee of York
International's Northfield Freezing systems Group, which was acquired by
FMC Corporation. In 2001, this portion of the Plan was included in the
spin-off to the FMC Technologies, Inc. Savings and Investment Plan. In
September 2000, the accounts for the company's bargaining employee unit at
Baltimore, Maryland and Spring Hill, West Virginia, were merged into the
Plan.
9
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
As a result the Plan received assets of $5,833,000 from the FMC Corporation
Savings and Investment Plan for Bargaining Unit Employees. In addition,
during 2000 the Plan received $250,000 due to employee transfers.
(7) FMC's Reorganization
In October 2000, the company announced it was initiating a reorganization
(the "reorganization" or "separation") that ultimately would split the
company into two independent publicly held companies - a chemical company
and a machinery company. The remaining chemical company, which continues to
operate as FMC Corporation, includes the Agricultural Products, Specialty
Chemicals and Industrial Chemicals business segments. The new machinery
company, FMC Technologies, Inc. ("Technologies") includes FMC's former
Energy Systems, Food, and Transportation Systems business segments.
In June 2001, in accordance with the Separation and Distribution Agreement
between the two companies, FMC distributed substantially all of the net
assets comprising the businesses of Technologies. Also in June 2001,
Technologies completed an initial public offering ("IPO") of 17 percent of
its equity through the issuance of common stock. FMC continued to own the
remaining 83 percent of Technologies through December 31, 2001.
On November 29, 2001, FMC's Board of Directors approved the spin-off of the
company's remaining 83 percent ownership in Technologies through a tax-free
distribution to FMC's stockholders. The tax-free distribution was effective
December 31, 2001.
As a result of the reorganization, FMC Technologies' participants were
transferred from the Plan into FMC Technologies, Inc. Savings and
Investment Plan (see Note 6).
10
FMC CORPORATION SAVINGS AND INVESTMENT PLAN
Schedule H, Line 4i, Schedule of Assets (Held at End of Year)
December 31, 2001
(In thousands)
------------------------------------------------------------------------------------------------------------------------------
Description of investment including Current value
Identity of issue, borrower, lessor maturity date, rate of interest at December 31,
or similar party collateral, par, or maturity value 2001
------------------------------------------------------------------------------------------------------------------------------
FMC Common Stock FMC Corporation Stock
Party in Interest approximately 2,684,672 shares $ 83,816
FMC Technologies Common Stock FMC Technologies Common Stock 71,957
Party in Interest approximately 4,374,301 shares
Stable Value Fund - MIP II Blend Portfolio includes investment contracts
Party in Interest offered by major insurance companies
and other approved financial institutions 95,985/1/
Clipper Fund Stock Long-term Growth Fund 19,021
Mutual Qualified Fund (Z) Stock Long-term Growth Fund 8,378
Sequoia Fund Stock Long-term Growth Fund 19,728
Fidelity Puritan Fund Stock and Bond Fund 3,899
Party in Interest
Fidelity Magellan Fund Stock Long-term Growth Fund 8,641
Party in Interest
Fidelity Blue Chip Fund Large Companies Stock Fund 23,686
Party in Interest
Fidelity Low-Priced Stock Fund Growth Mutual Fund 5,665
Party in Interest
Fidelity Diversified International Fund Growth Mutual Fund of Foreign Companies 4,720
Party in Interest
Retirement Government Money Market Portfolio Money Market Mutual Fund 3,011
U.S Equity Index Pool Stock Index Fund 10,066
Fidelity Capital & Income Fund Equity Income & Growth Fund 122
Party in Interest
Fidelity Freedom Funds:
Party in Interest Asset allocation series funds, primarily
Freedom Income Fund invest in other Fidelity mutual funds 241
Freedom 2000 Fund which provide moderate asset allocation 233
Freedom 2010 Fund with a target retirement date. 802
Freedom 2020 Fund Invest in stock, bonds and money market 369
Freedom 2030 Fund mutual funds 346
Freedom 2040 Fund 70
PIMCO Total return fund Income mutual fund 1,396
MAS Mid Cap Growth Portfolio Stock Long-term Growth Fund 2,824
Participants' loans receivable Varying rates of interest 6.99% - 7.40% 9,744
-------------------------------------------------------------------------------------------------------------------------------
Total assets held for investment purposes $ 374,720
-------------------------------------------------------------------------------------------------------------------------------
____________________
/1/ Nonparticipant-directed investments make up approximately $68 of the
StableValue-MIP II Blend Fund, and the remaining $95,917 are
participant-directed investments.
11
EXHIBIT INDEX
NUMBER IN
EXHIBIT TABLE DESCRIPTION
------------- -----------
23.1 Consent of KPMG LLP
12