QuickLinks -- Click here to rapidly navigate through this documentEXHIBIT 99.1
FALCONBRIDGE LIMITED
("Formerly Noranda Inc.")
CONSOLIDATED RESULTS
(US$ millions, unaudited)
| | Third Quarter
| | Nine months ended September 30
| |
---|
| | 2005
| | 2004
| | 2005
| | 2004
| |
---|
Revenues | | $ | 2,006 | | $ | 1,703 | | $ | 6,074 | | $ | 5,030 | |
| |
| |
| |
| |
| |
Operating expenses | | | | | | | | | | | | | |
Cost of operations | | | 617 | | | 535 | | | 1,895 | | | 1,493 | |
Purchased raw materials | | | 815 | | | 684 | | | 2,421 | | | 2,165 | |
Depreciation, amortization and accretion | | | 140 | | | 119 | | | 405 | | | 362 | |
| |
| |
| |
| |
| |
| | | 1,572 | | | 1,338 | | | 4,721 | | | 4,020 | |
| |
| |
| |
| |
| |
Income generated by operating assets | | | 434 | | | 365 | | | 1,353 | | | 1,010 | |
Interest expense, net | | | 50 | | | 35 | | | 126 | | | 104 | |
Corporate and general administration | | | 18 | | | 17 | | | 54 | | | 45 | |
Research, development and exploration | | | 16 | | | 14 | | | 43 | | | 33 | |
Minority interest in earnings of subsidiaries | | | 5 | | | 76 | | | 154 | | | 219 | |
| |
| |
| |
| |
| |
Income before undernoted | | | 345 | | | 223 | | | 976 | | | 609 | |
Other income | | | (5 | ) | | 7 | | | (5 | ) | | (10 | ) |
Tax expense | | | 136 | | | 98 | | | 389 | | | 241 | |
| |
| |
| |
| |
| |
Net Income | | $ | 214 | | $ | 118 | | $ | 592 | | $ | 378 | |
Dividends on preferred shares | | | 5 | | | 3 | | | 12 | | | 9 | |
| |
| |
| |
| |
| |
Net Income attributable to common shares | | $ | 209 | | $ | 115 | | $ | 580 | | $ | 369 | |
| |
| |
| |
| |
| |
Basic earnings per common share | | $ | 0.57 | | $ | 0.39 | | $ | 1.76 | | $ | 1.24 | |
| |
| |
| |
| |
| |
Diluted earnings per common share | | $ | 0.56 | | $ | 0.38 | | $ | 1.74 | | $ | 1.23 | |
| |
| |
| |
| |
| |
Basic weighted average number of shares — 000s | | | 368,275 | | | 296,517 | | | 329,933 | | | 296,122 | |
Diluted weighted average number of shares — 000s | | | 375,597 | | | 303,702 | | | 336,646 | | | 303,399 | |
FALCONBRIDGE LIMITED
("Formerly Noranda Inc.")
CONSOLIDATED BALANCE SHEETS
(US$ millions, unaudited)
| | September 30 2005
| | December 31 2004
|
---|
Assets | | | | | | |
Current assets | | | | | | |
| Cash and cash equivalents | | $ | 692 | | $ | 884 |
| Accounts receivable | | | 853 | | | 948 |
| Metals and other inventories | | | 1,508 | | | 1,436 |
| |
| |
|
| | | 3,053 | | | 3,268 |
Operating capital assets | | | 6,751 | | | 4,870 |
Development projects | | | 1,573 | | | 1,166 |
Investments and other assets | | | 334 | | | 324 |
| |
| |
|
| | $ | 11,711 | | $ | 9,628 |
| |
| |
|
Liabilities and Equity | | | | | | |
Current Liabilities | | | | | | |
| Accounts and taxes payable | | $ | 1,137 | | $ | 1,265 |
| Debt due within one year | | | 103 | | | 570 |
| |
| |
|
| | | 1,240 | | | 1,835 |
Long-term debt | | | 2,922 | | | 2,736 |
Preferred share liabilities | | | 877 | | | 122 |
Future income taxes | | | 1,151 | | | 304 |
Asset retirement obligation, pension and other provisions | | | 695 | | | 595 |
Stockholders' interests: | | | | | | |
| Interests of other shareholders | | | 56 | | | 1,197 |
| Shareholders' equity | | | 4,770 | | | 2,839 |
| |
| |
|
| | $ | 11,711 | | $ | 9,628 |
| |
| |
|
FALCONBRIDGE LIMITED
("Formerly Noranda Inc.")
CONSOLIDATED STATEMENTS OF CASHFLOWS
(US$ millions, unaudited)
| | Third Quarter
| | Nine months ended September 30
| |
---|
| | 2005
| | 2004
| | 2005
| | 2004
| |
---|
Cash realized from (used for): | | | | | | | | | | | | | |
Operations | | | | | | | | | | | | | |
| Net income | | $ | 214 | | $ | 118 | | $ | 592 | | $ | 378 | |
| Charges (credits) not affecting cash: | | | | | | | | | | | | | |
| Depreciation and amortization | | | 146 | | | 133 | | | 402 | | | 360 | |
| Future taxes | | | 32 | | | 93 | | | 156 | | | 146 | |
| Minority interest | | | 5 | | | 76 | | | 154 | | | 219 | |
| Foreign exchange, and other | | | (5 | ) | | 15 | | | (37 | ) | | (27 | ) |
| |
| |
| |
| |
| |
| | | 392 | | | 435 | | | 1,267 | | | 1,076 | |
| Net change in accounts receivable, inventories and payables | | | (19 | ) | | (146 | ) | | (155 | ) | | (274 | ) |
| |
| |
| |
| |
| |
Cash from operations | | | 373 | | | 289 | | | 1,112 | | | 802 | |
| |
| |
| |
| |
| |
Investment activities | | | | | | | | | | | | | |
| Capital investments | | | (187 | ) | | (189 | ) | | (459 | ) | | (459 | ) |
| Investments and advances | | | (23 | ) | | (3 | ) | | (28 | ) | | 125 | |
| Proceeds on dispositions | | | 48 | | | 2 | | | 54 | | | 5 | |
| |
| |
| |
| |
| |
Cash used in investment activities | | | (162 | ) | | (190 | ) | | (433 | ) | | (329 | ) |
| |
| |
| |
| |
| |
Financing activities | | | | | | | | | | | | | |
| Long-term debt, including current portion | | | | | | | | | | | | | |
| | Issued | | | 37 | | | 58 | | | 551 | | | 199 | |
| | Repaid | | | (1,056 | ) | | (57 | ) | | (1,335 | ) | | (401 | ) |
| Issue of shares — common | | | 25 | | | 2 | | | 37 | | | 20 | |
| Share purchase plan repayment | | | 1 | | | — | | | 3 | | | — | |
| Dividends paid | | | (43 | ) | | (31 | ) | | (107 | ) | | (90 | ) |
| Issue of shares — minority shareholders | | | — | | | 1 | | | 18 | | | 15 | |
| Dividends paid to minority shareholders | | | — | | | (8 | ) | | (38 | ) | | (25 | ) |
| |
| |
| |
| |
| |
| | | (1,036 | ) | | (35 | ) | | (871 | ) | | (282 | ) |
| |
| |
| |
| |
| |
Increase (decrease) in cash and cash equivalents | | | (825 | ) | | 64 | | | (192 | ) | | 191 | |
Cash and cash equivalents, beginning of period | | | 1,517 | | | 628 | | | 884 | | | 501 | |
| |
| |
| |
| |
| |
Cash and cash equivalents, end of period | | $ | 692 | | $ | 692 | | $ | 692 | | $ | 692 | |
| |
| |
| |
| |
| |
FALCONBRIDGE LIMITED
SALES VOLUMES & REALIZED PRICES
| |
| |
| |
| | Nine months ended September 30
|
---|
| |
| | Third quarter
|
---|
| | 100% basis, except as noted
|
---|
| | 2005
| | 2004
| | 2005
| | 2004
|
---|
Metal Sales (tonnes, except as noted) | | | | | | | | | | |
| Copper | | | | | | | | | | |
| | Copper business | | | | | | | | | | |
| | | CCR | | | | 79,826 | | 65,533 | | 215,436 | | 216,205 |
| | | Kidd Creek | | | | 21,902 | | 23,040 | | 73,307 | | 59,760 |
| | | Horne — (concentrates) | | | | 31,210 | | 5,378 | | 31,210 | | 20,568 |
| | | Antamina — (concentrates) | | (33.75%) | | 20,047 | | 22,537 | | 64,285 | | 58,488 |
| | | Collahuasi — (concentrates) | | (44%) | | 31,085 | | 59,035 | | 96,232 | | 108,400 |
| | | Collahuasi | | (44%) | | 6,217 | | 1,510 | | 19,997 | | 18,538 |
| | | Lomas Bayas | | | | 15,534 | | 16,271 | | 49,369 | | 44,952 |
| | | Altonorte — (anodes) | | | | 40,115 | | 18,646 | | 112,839 | | 117,310 |
| | | |
| |
| |
| |
|
| | | | 245,936 | | 211,950 | | 662,675 | | 644,221 |
| | Nikkelverk | | | | 14,847 | | 13,875 | | 45,800 | | 38,536 |
| | | |
| |
| |
| |
|
| | | | 260,783 | | 225,825 | | 708,475 | | 682,757 |
| | | |
| |
| |
| |
|
| Nickel | | | | 21,592 | | 15,432 | | 64,860 | | 51,575 |
| Ferronickel | | | | 4,783 | | 6,247 | | 18,036 | | 20,832 |
| Zinc | | | | | | | | | | |
| | Copper business | | | | | | | | | | |
| | | Kidd Creek | | | | 31,034 | | 34,496 | | 104,285 | | 94,696 |
| | | Kidd Creek — (concentrates) | | | | 11,092 | | — | | 27,671 | | — |
| | | Antamina — (concentrates) | | (33.75%) | | 9,111 | | 13,617 | | 34,948 | | 47,767 |
| | | |
| |
| |
| |
|
| | | | 51,237 | | 48,113 | | 166,904 | | 142,463 |
| | Zinc business | | | | | | | | | | |
| | | Brunswick/Matagami — (concentrates) | | | | 63,808 | | 82,596 | | 179,641 | | 227,727 |
| | | |
| |
| |
| |
|
| | | | 115,045 | | 130,709 | | 346,545 | | 370,190 |
| | | |
| |
| |
| |
|
| Aluminum | | | | | | | | | | |
| | Primary Aluminum — shipments | | | | 60,915 | | 60,890 | | 184,559 | | 187,315 |
| | Norandal — shipments | | | | 45,545 | | 43,658 | | 134,707 | | 131,842 |
| | Alumina — shipments | | (50%) | | 86,554 | | — | | 266,152 | | — |
| | Bauxite — shipments | | (50%) | | 227,420 | | — | | 678,486 | | — |
| Lead | | | | 10,053 | | 9,581 | | 54,211 | | 60,055 |
| Molybdenum concentrate | | | | | | | | | | |
| | Antamina | | (33.75%) | | 538 | | 160 | | 1,717 | | 318 |
| Gold — 000 ounces | | | | 168 | | 245 | | 554 | | 706 |
| Silver — 000 ounces | | | | | | | | | | |
| | CCR | | | | 7,676 | | 8,868 | | 25,156 | | 28,387 |
| | Kidd Creek | | | | 1,136 | | 949 | | 3,391 | | 3,096 |
| | Antamina | | (33.75%) | | 308 | | 624 | | 1,071 | | 1,702 |
| | | |
| |
| |
| |
|
| | | | 9,120 | | 10,441 | | 29,618 | | 33,185 |
| | | |
| |
| |
| |
|
Average Realized Prices — (US$ per pound, except as noted) | | | | | | | | | | |
| | Copper | | | | 1.72 | | 1.34 | | 1.58 | | 1.25 |
| | Nickel | | | | 6.78 | | 6.54 | | 7.15 | | 6.39 |
| | Ferronickel | | | | 7.03 | | 6.49 | | 7.10 | | 6.35 |
| | Zinc | | | | 0.60 | | 0.50 | | 0.60 | | 0.51 |
| | Aluminum | | | | 0.86 | | 0.84 | | 0.90 | | 0.82 |
| | Lead | | | | 0.46 | | 0.45 | | 0.49 | | 0.42 |
| | Gold — (US$ per ounce) | | | | 435.07 | | 395.12 | | 429.31 | | 397.81 |
| | Silver — (US$ per ounce) | | | | 7.09 | | 6.45 | | 7.05 | | 6.40 |
Exchange Rate (US$ = Cdn$1) | | | | 0.83 | | 0.77 | | 0.82 | | 0.75 |
Exchange Rate (CLP = US$1) | | | | 556.08 | | 627.72 | | 564.33 | | 614.97 |
FALCONBRIDGE LIMITED
PRODUCTION VOLUMES
| |
| |
| |
| | Nine months ended September 30
|
---|
| |
| | Third Quarter
|
---|
| | 100% basis, except as noted
|
---|
| | 2005
| | 2004
| | 2005
| | 2004
|
---|
Mine Production (tonnes, except as noted) | | | | | | | | | | |
| Copper | | | | | | | | | | |
| | Copper business | | | | | | | | | | |
| | | Kidd Creek | | | | 11,070 | | 8,563 | | 32,168 | | 32,151 |
| | | Antamina | | (33.75%) | | 29,225 | | 31,027 | | 91,223 | | 87,560 |
| | | Collahuasi | | (44%) | | 44,046 | | 65,067 | | 134,248 | | 146,869 |
| | | Lomas Bayas | | | | 15,583 | | 15,719 | | 48,108 | | 46,361 |
| | | |
| |
| |
| |
|
| | | | 99,924 | | 120,376 | | 305,747 | | 312,941 |
| | Matagami | | | | — | | 2,113 | | — | | 5,993 |
| | Brunswick | | | | 1,683 | | 1,447 | | 4,508 | | 4,646 |
| | Sudbury | | | | 6,151 | | 6,640 | | 19,142 | | 17,919 |
| | Montcalm | | | | 1,611 | | 181 | | 3,775 | | 358 |
| | Raglan | | | | 1,761 | | 1,795 | | 4,663 | | 5,133 |
| | Other | | | | 205 | | 3,165 | | 7,485 | | 10,538 |
| | | |
| |
| |
| |
|
| | | | 111,335 | | 135,717 | | 345,320 | | 357,528 |
| | | |
| |
| |
| |
|
Nickel | | | | | | | | | | |
| | Sudbury | | | | 4,096 | | 6,796 | | 15,784 | | 16,928 |
| | Montcalm | | | | 2,585 | | 348 | | 6,738 | | 628 |
| | Raglan | | | | 6,406 | | 6,972 | | 17,623 | | 19,869 |
| | | |
| |
| |
| |
|
| | | | 13,087 | | 14,116 | | 40,145 | | 37,425 |
| | | |
| |
| |
| |
|
| Ferronickel | | | | 7,173 | | 7,433 | | 21,322 | | 22,303 |
| Zinc | | | | | | | | | | |
| | Zinc business | | | | | | | | | | |
| | | Brunswick | | | | 67,220 | | 64,619 | | 206,288 | | 200,479 |
| | | Matagami | | | | — | | 33,159 | | — | | 91,604 |
| | | |
| |
| |
| |
|
| | | | 67,220 | | 97,778 | | 206,288 | | 292,083 |
| | Kidd Creek | | | | 33,313 | | 25,594 | | 97,502 | | 57,086 |
| | Antamina | | (33.75%) | | 18,635 | | 15,186 | | 57,121 | | 55,964 |
| | Other | | | | 889 | | 2,570 | | 6,016 | | 6,961 |
| | | |
| |
| |
| |
|
| | | | 120,057 | | 141,128 | | 366,927 | | 412,094 |
| | | |
| |
| |
| |
|
| Lead | | | | 19,340 | | 17,383 | | 58,682 | | 54,808 |
| Silver — 000 ounces | | | | | | | | | | |
| | Copper business | | | | | | | | | | |
| | | Kidd Creek | | | | 1,033 | | 1,088 | | 2,897 | | 3,039 |
| | | Antamina | | (33.75%) | | 714 | | 770 | | 2,468 | | 2,159 |
| | | |
| |
| |
| |
|
| | | | 1,747 | | 1,858 | | 5,365 | | 5,198 |
| | Brunswick | | | | 1,603 | | 1,383 | | 4,692 | | 4,348 |
| | Matagami | | | | — | | 129 | | — | | 362 |
| | Other | | | | 10 | | 56 | | 179 | | 179 |
| | | |
| |
| |
| |
|
| | | | 3,360 | | 3,426 | | 10,236 | | 10,087 |
| | | |
| |
| |
| |
|
Metal Production (tonnes, except as noted) | | | | | | | | | | |
| Refined copper | | | | | | | | | | |
| | Copper business | | | | | | | | | | |
| | | CCR | | | | 80,905 | | 63,180 | | 215,115 | | 209,628 |
| | | Kidd Creek | | | | 34,795 | | 30,957 | | 101,094 | | 83,077 |
| | | Collahuasi | | (44%) | | 6,737 | | 6,894 | | 20,001 | | 18,715 |
| | | Lomas Bayas | | | | 15,583 | | 15,719 | | 48,108 | | 46,361 |
| | | |
| |
| |
| |
|
| | | | 138,020 | | 116,750 | | 384,318 | | 357,781 |
| | Nikkelverk | | | | 9,987 | | 7,857 | | 28,639 | | 26,837 |
| | | |
| |
| |
| |
|
| | | | 148,007 | | 124,607 | | 412,957 | | 384,618 |
| | | |
| |
| |
| |
|
| Copper anodes | | | | | | | | | | |
| | Horne | | | | 41,253 | | 27,611 | | 105,738 | | 112,044 |
| | Kidd Creek | | | | 35,546 | | 31,870 | | 106,255 | | 85,123 |
| | Altonorte | | | | 79,458 | | 56,469 | | 218,853 | | 187,561 |
| | | |
| |
| |
| |
|
| | | | 156,257 | | 115,950 | | 430,846 | | 384,728 |
| | | |
| |
| |
| |
|
| Refined nickel | | | | | | | | | | |
| | Nikkelverk | | | | 21,447 | | 15,994 | | 64,084 | | 50,952 |
| | Falcondo | | | | 7,173 | | 7,433 | | 21,322 | | 22,303 |
| | | |
| |
| |
| |
|
| | | | 28,620 | | 23,427 | | 85,406 | | 73,255 |
| | | |
| |
| |
| |
|
| Refined zinc | | | | | | | | | | |
| | Kidd Creek | | | | 31,664 | | 23,248 | | 105,202 | | 87,624 |
| Primary aluminum | | | | 60,245 | | 62,308 | | 183,323 | | 185,170 |
| Fabricated Aluminum | | | | 45,545 | | 43,658 | | 134,707 | | 131,842 |
| Alumina | | (50%) | | 141,906 | | — | | 441,523 | | — |
| Bauxite | | (50%) | | 512,768 | | — | | 1,453,977 | | — |
| Refined lead | | | | 7,690 | | 4,549 | | 52,234 | | 57,937 |
| Molybdenum concentrate | | (33.75%) | | 573 | | 323 | | 1,496 | | 645 |
| Refined gold — 000 ounces | | | | 194 | | 294 | | 652 | | 829 |
| Refined silver — 000 ounces | | | | 8,214 | | 8,461 | | 25,487 | | 28,820 |
FALCONBRIDGE LIMITED
("Formerly Noranda Inc.")
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Millions of US dollars, except per share amounts and as otherwise indicated)
(Unaudited)
1. ACCOUNTING POLICIES
These unaudited interim consolidated financial statements have been prepared using disclosure standards appropriate for interim financial statements and do not contain all the explanatory notes, descriptions of accounting policies or other disclosures required by Canadian generally accepted accounting principles for annual financial statements. Such notes, descriptions of accounting policies and other disclosures have been included in Noranda Inc.'s ("Noranda's") 2004 annual consolidated financial statements except as discussed in Note 2 below. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with Noranda's audited annual consolidated financial statements and the accompanying notes included in the 2004 Annual Report.
As is further described in Note 3, Noranda has acquired all of the issued and outstanding common shares of Falconbridge Limited ("the former Falconbridge") that it did not previously own. On June 30, 2005, Noranda amalgamated with the former Falconbridge and the newly amalgamated company ("Falconbridge" or the "Company") was continued under the name Falconbridge Limited.
2. CHANGE IN ACCOUNTING STANDARDS
Effective January 1, 2005, Falconbridge adopted the new Canadian Institute of Chartered Accountants (CICA) recommendations for presentation of convertible debentures and preferred shares (CICA 3860) and variable interest entities (AcG -15).
a) Convertible Debentures
The principal amount of Falconbridge's outstanding convertible debentures of Cdn$150 due on April 30, 2007 was previously classified as an equity instrument due to the Company's ability to settle principal payment by issuance of its shares. In accordance with the amended standard under CICA 3860, Falconbridge has presented the liability component of its convertible debentures as long term debt and the equity component as contributed surplus. The liability represents the present value of the principal payment of the debentures and the equity component represents the fair value of the holder's conversion feature. The stated interest payments and accretion expense from adjusting the time value of the principal of the debentures over time are recorded as interest expense in the consolidated statement of earnings.
The cumulative impact of the adoption of the standard on January 1, 2005 was to decrease retained earnings by $43, increase the liability component of convertible debentures by $98, decrease equity by $46 and decrease the cumulative translation adjustment by $9. Adoption of the new standard reduced earnings by $8 for the three months ended September 30, 2005 (2004 — $7) and reduced earnings by $8 for the nine months ended September 30, 2005 (2004 — $8).
b) Preferred Shares Series H
The Company has $Cdn150 of cumulative preferred shares, series H, which provide the holders with an entitlement to convert the shares to the Company's common shares after a specified date and were previously reported as equity instruments in accordance with their legal form. As a result of the new accounting recommendations under CICA 3860 on presentation of financial instruments, the preferred shares have been reclassified as liabilities because their conversion feature represents a fixed obligation to the Company. The dividends paid are reported as interest expense in the consolidated statement of earnings.
The cumulative impact of the adoption of the standard on January 1, 2005 was to decrease retained earnings by $14, increase liabilities by $122, decrease equity by $99 and decrease cumulative translation adjustment by $9. Adoption of the new standard reduced earnings by $8 for the three months ended September 30, 2005 (2004 — $8) and reduced earnings by $10 for the nine months ended September 30, 2005 (2004 — $8).
c) Variable Interest Entities ("VIEs")
Effective January 1, 2005, the Company adopted the recommendations of AcG-15 which details the requirements on the consolidation of VIEs. VIEs include entities where the equity invested is considered insufficient to finance the entity's activities without additional subordinated financial support from other parties. AcG-15 requires the Company to consolidate VIEs if the investment it holds in these entities and/or the relationship it has with them result in it being exposed to a majority of their expected losses, being able to benefit from a majority of their expected residual returns, or both.
As a result of the new standard, the Company has consolidated a customer securitization vehicle, which has purchased trade accounts receivable from the Company. The cumulative impact of the consolidation of the vehicle on January 1, 2005 was to increase current assets by $17 and increase current liabilities by $17 with no impact on opening retained earnings. During the quarter, the customer securitization vehicle was terminated. The impact of the adopting AcG-15 on the balance sheet as at September 30, 2005 and the consolidated statement of earnings for the nine months ended September 30, 2005 is nominal.
3. BUSINESS COMBINATION
During the quarter, the Company completed the two-step acquisition of 41.5% of all the issued and outstanding common shares of the former Falconbridge that it did not previously own, pursuant to the offer to purchase dated March 9, 2005. The acquisition was done on a share-exchange basis with one common share of the former Falconbridge exchanged for 1.77 common shares of the Company. The former Falconbridge is a producer of nickel, copper, cobalt and platinum and has mining and metallurgical operations mainly in Canada and South America.
The first step of the acquisition was completed on May 5, 2005 when the Company successfully acquired 32.3% of all the issued and outstanding common shares of the former Falconbridge, increasing its ownership to 90.8% of the outstanding former Falconbridge common shares.
On June 30, 2005, the Company completed the second step of the acquisition by proceeding with its intent to acquire the remaining 9.2% of the former Falconbridge common shares and assumed 100% of the preferred shares and stock options obligations of the former Falconbridge. The second step of the acquisition was completed by way of an amalgamation of Noranda and the former Falconbridge ("the Amalgamation") and the newly amalgamated company is continued under the name Falconbridge Limited. The results of operation of the former Falconbridge from April 1, 2005 to May 4, 2005 have been included in the company's consolidated statements of earnings at 58.5% and from May 5, 2005 to June 30, 2005 at 90.8%. Beginning July 1, 2005, 100% of the results from operations have been included in the Company's consolidated statement of earnings.
The allocation of the purchase price related to this acquisition is preliminary and will be refined as information relating to the valuation of operating capital assets and development projects is finalized. The preliminary fair values of the assets and liabilities of the former Falconbridge and the preliminary allocation of the purchase consideration are as follows:
| | US$ millions except share price and number of shares
| |
---|
Calculation of preliminary allocation of purchase price: | | | | |
Common shares of the Company issued to the former Falconbridge shareholders | | | 132,840,681 | |
The average closing market price of the Company's shares over the six trading days from March 4 through March 11, 2005 (the purchase offer announcement date was March 9, 2005) | | $ | 19.07 | |
| |
| |
Fair value of the Company's common stock issued | | $ | 2,534 | |
Fair value of vested options assumed by the Company | | | 6 | |
Direct acquisition costs incurred by the Company | | | 22 | |
| |
| |
Total purchase price | | $ | 2,562 | |
| |
| |
Preliminary fair value of assets acquired by the Company | | | | |
| Cash and cash equivalents | | | 353 | |
| Accounts receivable | | | 178 | |
| Metals and other inventories | | | 308 | |
| Operating capital assets | | | 3,099 | |
| Development projects | | | 588 | |
| Investments and other assets | | | 45 | |
Preliminary fair value of liabilities assumed by the Company | | | | |
| Accounts and taxes payable | | | (177 | ) |
| Debt due within one year | | | (106 | ) |
| Long-term debt | | | (480 | ) |
| Future income taxes | | | (844 | ) |
| Asset retirement obligation, pension and other provisions | | | (257 | ) |
| Interests of other shareholders | | | (15 | ) |
Preferred shares assumed by the Company | | | (130 | ) |
| |
| |
Net assets purchased | | $ | 2,562 | |
| |
| |
4. ISSUANCE OF DEBENTURES
On June 8, 2005, the Company sold $250 aggregate principal amount of 12-year notes and $250 aggregate principal amount of 30-year notes under the Company's base shelf prospectus. The 12-year notes, which are unsecured, bear interest at the rate of 5.5% per annum and mature on June 15, 2017. The 30-year notes, which are also unsecured, bear interest at the rate of 6.2% per annum and mature on June 15, 2035. Both series of notes are redeemable in whole or in part at any time at a redemption price equal to 100% of their principal amount plus a make-whole premium.
5. JUNIOR PREFERRED SHARES
On May 5, 2005, 63.4 million common shares of the Company were repurchased in exchange for 50 million of three series of junior preferred shares with a fair value of $1,250. In accordance with the amended CICA 3860, these preferred shares are accounted for as liabilities and they are measured at their fair value which is the closing quoted market price on the their first trading day of May 5, 2005. The junior preference shares consist of 20 million Series 1 Shares, 20 million Series 2 Shares, and 10 million Series 3 Shares. The holders of Series 1 Shares are entitled to receive dividends in the amount of $1.50 per share, per annum, payable quarterly. The Series 1 Shares are redeemable by the Company at any time and must be redeemed by the Company on the date that is five years plus one day from the date of issue of the Series 1 Shares. The holders of Series 2 Shares are entitled to receive dividends in the amount of $1.5625 per share, per annum, payable quarterly. The Series 2 Shares are redeemable by the Company at any time and must be redeemed by the Company on June 30, 2012. The holders of Series 3 Shares are entitled to receive dividends in the amount of $1.625 per share, per annum, payable quarterly. The Series 3 Shares are redeemable by the Company at any time and must be redeemed by the Company on June 30, 2015.
On August 11, 2005, the Company redeemed a total of $500 of 20 million of its outstanding Junior Preference Shares. The Company redeemed 8 million Junior Preference Shares, Series 1, 8 million Junior Preference Shares, Series 2, and 4 million Junior Preference Shares, Series 3. Each Junior Preference Share was redeemed at a price of CDN$25.25 plus accrued and unpaid dividends for the period from and including July 1, 2005 to and including August 10, 2005.
6. STOCK-BASED COMPENSATION
During the third quarter, the Company granted two series of stock options. They consisted of 120,000 and 339,997 stock options at a price of CDN$24.79 and CDN$ 26.91 per share respectively. These options have a 10-year term, vesting 20% per year over the first five years. The compensation expense associated with this stock option series was calculated using the Black-Scholes valuation model, assuming a 7-year term, 36% volatility, and weighted average expected annual dividend of 2.85% and 2.62% and interest rate of 3.73% and 3.81% respectively. The respective values of these two stock option series are being charged against net income over the vesting periods of the stock options.
During the nine months ended September 30, 2005, a total of 1,301,197 stock options with an aggregate value of CDN$8.8 million were granted.
Due to the amalgamation on June 30, 2005 (Note 3), the Company assumed the stock option obligations of the former Falconbridge. The stock options retained their original attributes with the exception that the number of stock options increased by a ratio of 1.77 and the exercise prices decreased by a ratio of 1.77 to reflect the acquisition price of one common share of the former Falconbridge exchanged for 1.77 common shares of the Company. The fair value of the unvested stock options as at June 30, 2005 amounted to $17. The value of the stock options was calculated using the Black Scholes valuation model, using the following weighted average assumptions: a 7-year term, 26% volatility and an expected dividend of 2.34%. The value is being charged against net income over the vesting periods of the stock options.
Corporate and general administration, for the three months and nine months ended September 30, 2005, include compensation costs of $3 and $5 (2004 — $1 and $3 respectively), relating to outstanding options.
7. EXCHANGE GAINS AND LOSSES ON HEDGES OF FOREIGN-DENOMINATED EXPOSURES
The majority of the Company's products are denominated in US dollars or indexed to US dollar prices. In addition, operating costs of the Company's assets are also denominated in their local currency and exposed to exchange volatility. The Company hedges its Canadian dollar costs using foreign currency exchange contracts.
The Company's operating costs for the three months and nine months ended September 30, 2005 include realized exchange gains from the settlement of various cost hedge contracts of $17 and $49 (2004 — $16 and $55, respectively).
Hedges of other foreign currency denominated monetary assets and liabilities, generated gains of $24 and $14 for the three and nine months ended September 30, 2005 (2004 — $31 and $11, respectively).
8. CAPITALIZED INTEREST
During the three and nine months ended September 30, 2005, the Company capitalized $14 and $33, respectively, of interest costs associated with projects under development (2004 — $8 and $25, respectively).
9. POST — EMPLOYMENT BENEFITS
Post-employment benefit expenses for the three and nine months ended September 30, 2005 and 2004 are summarized as follows:
| | Three months
| | Nine Months
|
---|
Periods ending September 30,
|
---|
| 2005
| | 2004
| | 2005
| | 2004
|
---|
Defined benefit plans | | 5 | | 13 | | 30 | | 40 |
Defined contribution plans | | 4 | | 3 | | 9 | | 8 |
Other benefits plans | | 10 | | 7 | | 24 | | 19 |
| |
| |
| |
| |
|
| | 19 | | 23 | | 63 | | 67 |
| |
| |
| |
| |
|
10. SHAREHOLDERS RIGHTS PLAN
On September 22, 2005, the Company announced the adoption of the shareholder rights plan, designed to prevent a bidder from acquiring control of the Company in a manner detrimental to shareholders. The rights issued under the rights plan allows the rights holder (other than the acquiring person or related persons) to purchase common shares of the Company at half of the prevailing market price at the time when a person, together with any parties related to it, acquires or announces its intention to acquire 20% or more of the Company's outstanding common shares without a bid made to all holders of the Company's common shares for all of their shares that is open for acceptance for not less than 60 days.
11. SHAREHOLDERS' EQUITY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(US$ millions)
| | September 30, 2005
| | December 31, 2004
| |
---|
| | Shares (000)
| | Amount
| | Shares (000)
| | Amount
| |
---|
Share capital | | | | | | | | | | | |
| Authorized — an unlimited number of: | | | | | | | | | | | |
| | | Preferred, Common and Participating shares | | | | | | | | | | | |
| Issued: | | | | | | | | | | | |
| | Common Shares | | | | | | | | | | | |
| | | Balance, beginning of period | | 296,970 | | $ | 2,107 | | 295,228 | | $ | 2,084 | |
| | | | Issued on exercise of stock options | | 2,656 | | | 40 | | 1,704 | | | 22 | |
| | | | Issued under dividend re-investment | | 65 | | | 1 | | 38 | | | 1 | |
| | | | Repurchased (Note 5) | | (63,377 | ) | | (451 | ) | — | | | — | |
| | | | Issued under amalgamation (Note 3) | | 132,841 | | | 2,534 | | — | | | — | |
| |
| |
| |
| |
| |
| | | Balance, end of period | | 369,155 | | $ | 4,231 | | 296,970 | | $ | 2,107 | |
| |
| |
| |
| |
| |
| | Preferred Shares, Series F | | | | | | | | | | | |
| | | Balance beginning and end of period | | 3,246 | | | 59 | | 3,246 | | | 59 | |
| |
| |
| |
| |
| |
| | Preferred Shares, Series G | | | | | | | | | | | |
| | | Balance beginning and end of period | | 8,754 | | | 137 | | 8,754 | | | 137 | |
| |
| |
| |
| |
| |
| | Preferred Shares, Series 1 | | | | | | | | | | | |
| | | Balance, beginning of period | | — | | | — | | — | | | — | |
| | | Assumed through amalgamation (Note 3) | | 90 | | | 1 | | — | �� | | — | |
| |
| |
| |
| |
| |
| | | Balance, end of period | | 90 | | | 1 | | — | | | — | |
| |
| |
| |
| |
| |
| | Preferred Shares, Series 2 | | | | | | | | | | | |
| | | Balance, beginning of period | | — | | | — | | — | | | — | |
| | | Assumed through amalgamation (Note 3) | | 4,787 | | | 78 | | — | | | — | |
| |
| |
| |
| |
| |
| | | Balance, end of period | | 4,787 | | | 78 | | — | | | — | |
| |
| |
| |
| |
| |
| | Preferred Shares, Series 3 | | | | | | | | | | | |
| | | Balance, beginning of period | | — | | | — | | — | | | — | |
| | | Assumed through amalgamation (Note 3) | | 3,123 | | | 51 | | — | | | — | |
| |
| |
| |
| |
| |
| | | Balance, end of period | | 3,123 | | | 51 | | — | | | — | |
| |
| |
| |
| |
| |
Contributed Surplus | | | | | | | | | | | |
| | Equity component of the convertible debentures | | | | | 42 | | | | | 42 | |
| | Stock option valuation (Note 3) | | | | | 10 | | | | | 3 | |
| |
| |
| |
| |
| |
| | | | | 52 | | | | | 45 | |
| |
| |
| |
| |
| |
Basic weighted average number of shares — 000s | | | | | 329,933 | | | | | 296,246 | |
| |
| |
| |
| |
| |
Diluted weighted average number of shares — 000s | | | | | 336,646 | | | | | 304,122 | |
| |
| |
| |
| |
| |
Retained earnings (deficit): | | | | | | | | | | | |
| Balance beginning of period, as previously reported | | | | $ | 288 | | | | $ | (130 | ) |
| | Change in accounting policy: | | | | | | | | | | | |
| | Reclassification of convertible debentures and | | | | | | | | | | | |
| | preferred shares series H (Note 2) | | | | | (57 | ) | | | | (38 | ) |
| | | |
| | | |
| |
| | As restated | | | | $ | 231 | | | | $ | (168 | ) |
| | Net income | | | | | 592 | | | | | 521 | |
| | Dividends: Common | | | | | (96 | ) | | | | (110 | ) |
| | | | Preferred | | | | | (12 | ) | | | | (12 | ) |
| Cost of shares repurchased in excess of their stated values (Note 5) | | | | | (799 | ) | | | | — | |
| | | |
| | | |
| |
| Balance, end of period | | | | | (84 | ) | | | | 231 | |
| | | |
| | | |
| |
Currency translation and other at end of period | | | | | 245 | | | | | 260 | |
| | | |
| | | |
| |
Total shareholders' equity | | | | $ | 4,770 | | | | $ | 2,839 | |
| | | |
| | | |
| |
12. SEGMENTED INFORMATION
The Company has four operating segments: Copper, Nickel, Zinc and Aluminum. Inter-segment sales and purchases are made at market prices and trade terms. Operating results and identifiable assets are presented below:
| | Third Quarter 2005
| |
---|
| | Copper
| | Nickel
| | Zinc
| | Aluminum
| | Other
| | Total
| |
---|
Revenues | | $ | 1,133 | | 512 | | 103 | | 259 | | (1 | ) | $ | 2,006 | |
| |
| |
| |
| |
| |
| |
| |
Operating expenses | | | | | | | | | | | | | | | |
Cost of operations | | | 241 | | 184 | | 48 | | 145 | | (1 | ) | | 617 | |
Purchase of raw materials | | | 532 | | 156 | | 41 | | 86 | | — | | | 815 | |
Depreciation, amortization and accretion | | | 66 | | 44 | | 9 | | 13 | | 8 | | | 140 | |
| |
| |
| |
| |
| |
| |
| |
| | $ | 839 | | 384 | | 98 | | 244 | | 7 | | $ | 1,572 | |
| |
| |
| |
| |
| |
| |
| |
Income (loss) generated by operating assets | | $ | 294 | | 128 | | 5 | | 15 | | (8 | ) | $ | 434 | |
| |
| |
| |
| |
| |
| |
| |
Interest expense, net | | | | | | | | | | | | | | (50 | ) |
Corporate and general administration | | | | | | | | | | | | | | (18 | ) |
Research, development and exploration | | | | | | | | | | | | | | (16 | ) |
Minority interest in earnings of subsidiaries | | | | | | | | | | | | | | (5 | ) |
| | | | | | | | | | | | |
| |
Income before undernoted | | | | | | | | | | | | | $ | 345 | |
Other income | | | | | | | | | | | | | | 5 | |
Tax expense | | | | | | | | | | | | | | (136 | ) |
| | | | | | | | | | | | |
| |
Net Income | | | | | | | | | | | | | $ | 214 | |
| | | | | | | | | | | | |
| |
Capital investments | | $ | 73 | | 71 | | 10 | | 17 | | 16 | | $ | 187 | |
| |
| |
| |
| |
| |
| |
| |
| | Third Quarter 2004
| |
---|
| | Copper
| | Nickel
| | Zinc
| | Aluminum
| | Other
| | Total
| |
---|
Revenues | | $ | 913 | | 417 | | 101 | | 233 | | 39 | | $ | 1,703 | |
| |
| |
| |
| |
| |
| |
| |
Operating expenses | | | | | | | | | | | | | | | |
Cost of operations | | | 209 | | 137 | | 52 | | 105 | | 32 | | | 535 | |
Purchase of raw materials | | | 412 | | 109 | | 38 | | 99 | | 26 | | | 684 | |
Depreciation, amortization and accretion | | | 60 | | 25 | | 14 | | 9 | | 11 | | | 119 | |
| |
| |
| |
| |
| |
| |
| |
| | $ | 681 | | 271 | | 104 | | 213 | | 69 | | $ | 1,338 | |
| |
| |
| |
| |
| |
| |
| |
Income (loss) generated by operating assets | | $ | 232 | | 146 | | (3 | ) | 20 | | (30 | ) | $ | 365 | |
| |
| |
| |
| |
| |
| |
| |
Interest expense, net | | | | | | | | | | | | | | (35 | ) |
Corporate and general administration | | | | | | | | | | | | | | (17 | ) |
Research, development and exploration | | | | | | | | | | | | | | (14 | ) |
Minority interest in earnings of subsidiaries | | | | | | | | | | | | | | (76 | ) |
| | | | | | | | | | | | |
| |
Income before undernoted | | | | | | | | | | | | | $ | 223 | |
Other expense | | | | | | | | | | | | | | (7 | ) |
Tax expense | | | | | | | | | | | | | | (98 | ) |
| | | | | | | | | | | | |
| |
Net income | | | | | | | | | | | | | $ | 118 | |
| | | | | | | | | | | | |
| |
Capital investments | | $ | 71 | | 104 | | 2 | | 7 | | 5 | | $ | 189 | |
| |
| |
| |
| |
| |
| |
| |
| | Nine Months ended September 30, 2005
| |
---|
| | Copper
| | Nickel
| | Zinc
| | Aluminum
| | Other
| | Total
| |
---|
Revenues | | $ | 3,145 | | 1,657 | | 349 | | 833 | | 90 | | $ | 6,074 | |
| |
| |
| |
| |
| |
| |
| |
Operating expenses | | | | | | | | | | | | | | | |
Cost of operations | | | 747 | | 575 | | 135 | | 421 | | 17 | | | 1,895 | |
Purchase of raw materials | | | 1,482 | | 443 | | 152 | | 291 | | 53 | | | 2,421 | |
Depreciation, amortization and accretion | | | 189 | | 117 | | 26 | | 36 | | 37 | | | 405 | |
| |
| |
| |
| |
| |
| |
| |
| | $ | 2,418 | | 1,135 | | 313 | | 748 | | 107 | | $ | 4,721 | |
| |
| |
| |
| |
| |
| |
| |
Income (loss) generated by operating assets | | $ | 727 | | 522 | | 36 | | 85 | | (17 | ) | $ | 1,353 | |
| |
| |
| |
| |
| |
| |
| |
Interest expense, net | | | | | | | | | | | | | | (126 | ) |
Corporate and general administration | | | | | | | | | | | | | | (54 | ) |
Research, development and exploration | | | | | | | | | | | | | | (43 | ) |
Minority interest in earnings of subsidiaries | | | | | | | �� | | | | | | | (154 | ) |
| | | | | | | | | | | | |
| |
Income before undernoted | | | | | | | | | | | | | $ | 976 | |
Other income | | | | | | | | | | | | | | 5 | |
Tax expense | | | | | | | | | | | | | | (389 | ) |
| | | | | | | | | | | | |
| |
Net Income | | | | | | | | | | | | | $ | 592 | |
| | | | | | | | | | | | |
| |
Total assets,excluding cash and short-term investments | | $ | 5,350 | | 3,563 | | 383 | | 1,028 | | 695 | | $ | 11,019 | |
| |
| |
| |
| |
| |
| |
| |
Capital investments | | $ | 183 | | 202 | | 13 | | 32 | | 29 | | $ | 459 | |
| |
| |
| |
| |
| |
| |
| |
| | Nine Months ended September 30, 2004
| |
---|
| | Copper
| | Nickel
| | Zinc
| | Aluminum
| | Other
| | Total
| |
---|
Revenues | | $ | 2,595 | | 1,329 | | 296 | | 678 | | 132 | | $ | 5,030 | |
| |
| |
| |
| |
| |
| |
| |
Operating expenses | | | | | | | | | | | | | | | |
Cost of operations | | | 576 | | 430 | | 113 | | 318 | | 56 | | | 1,493 | |
Purchase of raw materials | | | 1,348 | | 342 | | 127 | | 272 | | 76 | | | 2,165 | |
Depreciation, amortization and accretion | | | 168 | | 88 | | 47 | | 28 | | 31 | | | 362 | |
| |
| |
| |
| |
| |
| |
| |
| | $ | 2,092 | | 860 | | 287 | | 618 | | 163 | | $ | 4,020 | |
| |
| |
| |
| |
| |
| |
| |
Income (loss) generated by operating assets | | $ | 503 | | 469 | | 9 | | 60 | | (31 | ) | $ | 1,010 | |
| |
| |
| |
| |
| |
| |
| |
Interest expense, net | | | | | | | | | | | | | | (104 | ) |
Corporate and general administration | | | | | | | | | | | | | | (45 | ) |
Research, development and exploration | | | | | | | | | | | | | | (33 | ) |
Minority interest in earnings of subsidiaries | | | | | | | | | | | | | | (219 | ) |
| | | | | | | | | | | | |
| |
Income before undernoted | | | | | | | | | | | | | $ | 609 | |
Other income | | | | | | | | | | | | | | 10 | |
Tax expense | | | | | | | | | | | | | | (241 | ) |
| | | | | | | | | | | | |
| |
Net income | | | | | | | | | | | | | $ | 378 | |
| | | | | | | | | | | | |
| |
Total assets,excluding cash and short-term investments | | $ | 4,401 | | 1,927 | | 393 | | 837 | | 768 | | $ | 8,326 | |
| |
| |
| |
| |
| |
| |
| |
Capital investments | | $ | 217 | | 201 | | 3 | | 18 | | 20 | | $ | 459 | |
| |
| |
| |
| |
| |
| |
| |
13. SUBSEQUENT EVENTS
On October 11, 2005, Inco Limited ("Inco") announced a takeover bid for all outstanding common shares of the Company. The offer is comprised of part cash and part Inco common shares, which when prorated would provide Cdn$7.50 and 0.524 Inco shares for each Falconbridge share. The Inco Offer to Purchase and the accompanying Directors' Circular were filed with regulators and mailed to the shareholders of the Company on October 24 2005. The completion of the takeover bid requires acceptance by of 662/3% of all common shareholders of the Company on a fully diluted basis and is subject to regulatory approvals. The transaction is expected to be closed in the first quarter of 2006 if the stated conditions are satisfied or waived by Inco. The Company would be required to provide for the payment of a fee of up to $320 to Inco in the event that the acquisition is not completed for certain reasons.
14. COMPARATIVE FIGURES
The comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the 2005 consolidated statements.
QuickLinks
FALCONBRIDGE LIMITED ("Formerly Noranda Inc.") CONSOLIDATED RESULTS (US$ millions, unaudited)FALCONBRIDGE LIMITED ("Formerly Noranda Inc.") CONSOLIDATED BALANCE SHEETS (US$ millions, unaudited)FALCONBRIDGE LIMITED ("Formerly Noranda Inc.") CONSOLIDATED STATEMENTS OF CASHFLOWS (US$ millions, unaudited)CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (US$ millions)