SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from .......... to ..........
Commission file number 1-8124
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3051048
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 582-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Common Stock Par Value $.01 per Share 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 the 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. X
The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $644,918,000 on March 14, 1997.
On March 14, 1997, there were issued and outstanding 23,859,407 shares of
the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to stockholders for the year
ended December 31, 1996 are incorporated by reference into Parts II and IV
of this Report and portions of the registrant's Proxy Statement dated
March 21, 1997, submitted to the registrant's stockholders in connection
with its 1997 Annual Meeting to be held on April 29, 1997 are incorporated
by reference into Part III of this Report.
Freeport-McMoRan Inc.
TABLE OF CONTENTS
Page
Part I
Items 1. and 2. Business and Properties. . . . . . . . . . . 1
Overview . . . . . . . . . . . . . . . . . . . . . . . . . 1
Agricultural Minerals. . . . . . . . . . . . . . . . . . . 2
Fertilizer Business-IMC-Agrico Company . . . . . . . . 2
Sulphur Business . . . . . . . . . . . . . . . . . . . 4
Oil and Gas. . . . . . . . . . . . . . . . . . . . . . . . 5
Environmental Matters. . . . . . . . . . . . . . . . . . . 6
Relationship between the FTX Group and FRP . . . . . . . . 6
Management and Ownership . . . . . . . . . . . . . . . 6
Credit Facility . . . . . . . . . . . . . . . . . . . . 6
Conflicts of Interest . . . . . . . . . . . . . . . . . 7
Services Agreement . . . . . . . . . . . . . . . . . . 7
Employees. . . . . . . . . . . . . . . . . . . . . . . . . 7
Cautionary Statement . . . . . . . . . . . . . . . . . . . 7
Seasonality and Volatility of Product Markets . . . . . 8
Competition . . . . . . . . . . . . . . . . . . . . . . 8
Environmental Matters . . . . . . . . . . . . . . . . . 9
Operating Hazards . . . . . . . . . . . . . . . . . . . 9
Foreign Sales . . . . . . . . . . . . . . . . . . . . .10
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . .10
Item 4. Submission of Matters to a Vote of Security Holders.10
Executive Officers of the Registrant . . . . . . . . . . .11
Part II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . .12
Item 6. Selected Financial Data. . . . . . . . . . . . . . .12
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . .12
Item 8. Financial Statements and Supplementary Data. . . . .12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . .12
Part III
Item 10. Directors and Executive Officers of the Registrant.12
Item 11. Executive Compensation. . . . . . . . . . . . . . .12
Item 12. Security Ownership of Certain Beneficial Owners
and Management. . . . . . . . . . . . . . . . . . .12
Item 13. Certain Relationships and Related Transactions. . .12
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . . . . .13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
Index to Financial Statements. . . . . . . . . . . . . . . . . F-1
Report of Independent Public Accountants . . . . . . . . . . . F-1
Exhibit Index. . . . . . . . . . . . . . . . . . . . . . . . . E-1
PART I
Items 1. and 2. Business and Properties.
OVERVIEW
Freeport-McMoRan Inc., a Delaware corporation formed in 1981 ("FTX" or the
"Company"), through Freeport-McMoRan Resource Partners, Limited Partnership
("FRP"), is one of the world's leading integrated phosphate fertilizer
producers. FTX and its wholly owned subsidiary, FMRP, Inc. ("FMRP") are the
managing general partners of FRP, a publicly traded Delaware limited
partnership organized in 1986. As of December 31, 1996, FTX and FMRP held
partnership units representing an approximate 51.6% interest in FRP, with the
remaining interest being publicly owned and traded on the New York Stock
Exchange. See "Relationship Between the FTX Group and FRP."
FRP is a joint venture partner in IMC-Agrico Company ("IMC-Agrico"), the
largest and one of the lowest cost producers, marketers and distributors of
phosphate fertilizers in the world, with operations in central Florida and on
the Mississippi River in Louisiana. FRP's Main Pass sulphur mine, offshore
Louisiana in the Gulf of Mexico, and its Culberson mine in Texas, also make
FRP the largest producer of Frasch sulphur in the world. The combined
sulphur, phosphate mining and fertilizer production operations provide FRP
with the competitive advantages of vertical integration and operating
efficiencies and reduce the sensitivity of FRP's phosphate fertilizer costs
to changes in raw materials prices.
IMC-Agrico's business includes the mining and sale of phosphate rock and
the production, marketing and distribution of phosphate fertilizers and animal
feed ingredients. IMC-Agrico was formed as a joint venture partnership in
July 1993 when FRP and IMC Global Inc. ("IMC") contributed their respective
phosphate fertilizer businesses to IMC-Agrico. FRP believes that the
combination of its internal production of raw materials, through its sulphur
division and the IMC-Agrico joint venture, and the strategic location of
IMC-Agrico's fertilizer operations provide it with a competitive advantage
over other fertilizer producers.
FRP's sulphur operations include the mining, purchase, transportation,
terminalling and marketing of sulphur. The Main Pass deposit, which was
discovered in 1988, contains the largest known sulphur reserve in North
America. FRP's Main Pass offshore mining complex is the largest structure of
its type in the Gulf of Mexico and one of the largest in the world. The
mining complex has a design capacity of 5,500 long tons per day. FRP has a
58.3% interest in the Main Pass mine and serves as its manager and operator.
In January 1995, the Company began operating the Culberson mine when it
acquired substantially all of the domestic assets of Pennzoil Sulphur Co.
("Pennzoil"). As of December 31, 1996, the Main Pass and Culberson mines
were estimated to contain proved and probable sulphur
reserves totaling 53.1 million long tons net to FRP.
Main Pass also contains proved oil reserves from which FRP produces and
sells oil for the Main Pass joint venture. Oil production averaged
approximately 10,700 barrels per day (5,200 barrels net to FRP) during the
year ended December 31, 1996. As of December 31, 1996, Main Pass was
estimated to contain 12.8 million barrels (5.2 million barrels net to FRP)
of proved oil reserves.
In June 1996, FRP acquired a 25% leasehold interest from McMoRan Oil & Gas
Co. ("MOXY") in an oil and gas venture to explore a project area in Terrebonne
Parish, Louisiana. FRP also entered into an agreement with MOXY in 1997
pursuant to which FRP will acquire an interest in certain leases acquired by
MOXY. See "Oil and Gas," below.
FRP continues to benefit from significant improvements in phosphate
fertilizer markets that began in late 1993 and continue into 1997. FRP's
1996 average realization for its principal fertilizer product, diammonium
phosphate ("DAP"), increased 65% to approximately $186 per short ton from the
1993 average of approximately $113 per short ton. In late March 1997, the spot
market price for DAP as quoted in industry publications was approximately
$175 per short ton, FOB central Florida.
AGRICULTURAL MINERALS
The Company's agricultural minerals operations consists of FRP's interest
in the IMC-Agrico joint venture and FRP's sulphur business.
Fertilizer Business IMC-Agrico Company
In July 1993, FRP and IMC contributed to IMC-Agrico their respective
phosphate fertilizer businesses, including the mining and sale of phosphate
rock and the production, marketing and distribution of phosphate fertilizers.
At the time, FRP and IMC were among the largest and lowest cost phosphate
fertilizer producers in the world. The formation of IMC-Agrico has permitted
the more efficient use of existing plant capacity as well as eliminating
duplicative administrative and marketing functions.
IMC-Agrico makes quarterly cash distributions to FRP and IMC, based on
sharing ratios ("Current Interest"). The "Capital Interest" of FRP and IMC in
IMC-Agrico reflects the purchase and sale of long-term assets and any
required capital contributions. Effective March 1, 1996, FRP's Current
Interest was increased by 0.85% and, on July 1, 1996, FRP's Capital Interest
was also increased by 0.85%. As a result, FRP's Current Interest and Capital
Interest were 54.35% and 43.05%, respectively, as of December 31, 1996.
Effective July 1, 1997, FRP's Current Interest and Capital Interest will each
decline to 41.45%.
The IMC-Agrico policy committee establishes policies relating to the
strategic direction of IMC-Agrico and assures that its policies are implemented.
FRP and IMC have equal representation on this committee. The committee has the
sole authority to make certain decisions affecting IMC-Agrico, including
authorizing certain capital expenditures for expansion, incurring certain
indebtedness, approving significant acquisitions and dispositions, and certain
other decisions.
In January 1996, IMC-Agrico's day-to-day management was restructured so that
it operates substantially as a stand-alone entity. Included in the restructuring
was the establishment of a new office of the president of IMC-Agrico who is
responsible for managing its business affairs. The president is appointed by
IMC subject to the approval of the policy committee. An executive officer of
FRP was selected as the initial president of IMC-Agrico and has joined IMC-
Agrico in that role. The president reports to IMC, which maintains
responsibility for the operation of IMC-Agrico, subject to the terms of the
partnership agreement and the direction of the policy committee.
Phosphate Rock
IMC-Agrico's phosphate mining operations and production plants, located in
Polk, Hillsborough, Hardee and Manatee Counties in central Florida, produce
phosphate rock principally for the manufacture of phosphate fertilizers.
IMC-Agrico sells phosphate rock to domestic animal feed manufacturers and other
phosphate fertilizer producers. IMC-Agrico uses phosphate rock internally in
the production of phosphate fertilizers at its plants located in central Florida
and in Louisiana. Phosphate rock is generally mixed with sulphuric acid to
produce phosphoric acid from which various granulated phosphate products can
be produced. IMC-Agrico's annual phosphate rock mining capacity is
approximately 25 million tons per year and currently accounts for
approximately 41% of domestic phosphate rock mining capacity and 17% of the
western world's capacity. IMC-Agrico produced approximately 22 million tons of
phosphate rock during the year ended December 31, 1996.
In October 1996, IMC-Agrico purchased 24,000 acres of undeveloped land in
central Florida for $31 million plus future payments and royalties. The land is
estimated to contain in excess of 100 million tons of phosphate rock. FRP's
share of the acquisition cost was approximately $13.0 million. Primarily as a
result of this acquisition, FRP's share of IMC-Agrico's proved and probable
phosphate rock reserves as of December 31, 1996 increased by approximately 58
million short tons (31%) from the December 31, 1995 level.
As of December 31, 1996, FRP's share of IMC-Agrico's proved and probable
phosphate rock reserves was estimated to be 244.3 million short tons that are
mineable from existing operations, plus an additional 158.2 million short tons
of phosphate rock deposits. Deposits are ore bodies which require additional
economic and mining feasibility studies before they can be classified as
reserves. These reserves are controlled by IMC-Agrico through ownership, long-
term lease, royalty or purchase option agreements.
In 1996, IMC-Agrico entered into an exclusive letter of intent with Chinese
authorities to conduct joint feasibility studies and, if commercially viable, to
develop phosphate ore resources in Yunnan Province. The agreement covers
phosphate resources and contemplates the joint development of high-analysis
phosphate fertilizer manufacturing facilities in China. In addition, FRP
continues to evaluate a potential phosphate mine and upgrading project in Sri
Lanka. This project would be undertaken through a joint venture involving the
Government of Sri Lanka, IMC-Agrico and another party.
Phosphate Fertilizers
IMC-Agrico manufactures phosphate fertilizers, principally DAP,
monoammonium phosphate ("MAP") and granular triple superphosphate ("GTSP"), and
related products, including sulphuric acid, phosphoric acid, anhydrous ammonia
and urea. IMC-Agrico's fertilizer operations consist of six phosphoric acid
and fertilizer manufacturing facilities, three in central Florida and three on
the Mississippi River in Louisiana.
IMC-Agrico's New Wales, Nichols and South Pierce plants are located in
Florida. The New Wales complex, located near Mulberry, Florida, primarily
produces DAP, MAP,GTSP and merchant grade phosphoric acid. The New Wales plant
also produces animal feed ingredients (see "Animal Feed Ingredients"). The
Nichols, Florida plant produces DAP, sulphuric acid and phosphoric acid. The
South Pierce plant, located in Bartow, Florida, produces GTSP, sulphuric acid
and phosphoric acid.
IMC-Agrico's Faustina, Uncle Sam and Taft plants are located in Louisiana.
The Faustina plant, located in Donaldsonville, Louisiana, produces DAP, MAP,
anhydrous ammonia, urea, sulphuric acid and phosphoric acid. The Uncle Sam,
Louisiana plant produces sulphuric acid and phosphoric acid which is then
shipped to the nearby Faustina and Taft plants, where it is used to produce DAP
and MAP. The Taft, Louisiana plant produces DAP and MAP.
Phosphate rock, sulphur and ammonia are the three principal raw materials
used in the production of phosphate fertilizers. Phosphate rock is supplied by
IMC-Agrico's Florida mines. FRP supplies its share of IMC-Agrico's sulphur
requirements through its production from the Main Pass and Culberson mines and
IMC supplies IMC-Agrico with its sulphur requirements from its share of Main
Pass production and purchases from third parties, including FRP. IMC-Agrico's
ammonia needs are fulfilled by internal production from its Faustina plant and
third party domestic suppliers under long-term contracts.
IMC-Agrico's phosphoric acid capacity is approximately 4.0 million tons of
contained P2O5 (P2O5 is an industry term indicating a product's phosphate
content measured chemically in units of phosphorous pentoxide), which
represents approximately 33% of U.S. production capacity and 10% of world
capacity. IMC-Agrico operated at approximately 93% of P2O5 capacity in 1996 as
compared to 97% in 1995.
IMC-Agrico's plants have an estimated annual sustainable capacity to
produce approximately 8.2 million tons of granulated phosphates (DAP, MAP and
GTSP), 10.4 million tons of sulphuric acid, 260,000 tons of urea and 565,000
tons of anhydrous ammonia. During 1996, IMC-Agrico produced approximately 7.3
million tons of granulated phosphates, as compared to 7.6 million tons in
1995. As market conditions dictate, IMC-Agrico curtails operations to avoid
building excessive inventories.
Animal Feed Ingredients
In 1995, IMC-Agrico acquired the animal feed ingredients business of
Mallinckrodt Group Inc. Prior to the acquisition, IMC-Agrico managed
Mallinckrodt's animal feed plant operations on a contractual basis. The
principal manufacturing facilities of the animal feed operations are located
within IMC-Agrico's New Wales complex. This business is one of the world's
largest producers of phosphate-based animal feed ingredients and has enhanced
IMC-Agrico's flexibility in maximizing returns from its core phosphate
production.
Marketing
IMC-Agrico sells its fertilizer products in the domestic and export markets
under spot market and long-term contract terms. IMC-Agrico markets its products
domestically throughout the eastern two-thirds of the United States. In 1996,
approximately 40% of IMC-Agrico's phosphate fertilizer shipments were sold in
the domestic market. Approximately 63% of IMC-Agrico's phosphate rock
production was used in 1996 to produce phosphate fertilizers at its plants in
Florida and Louisiana, with a majority of the remaining amount sold in the
domestic market.
Virtually all of FRP's export sales of phosphate fertilizers are marketed
through the Phosphate Chemicals Export Association ("Phoschem"), a Webb-
Pomerene Act association. Since January 1995, IMC has been responsible for
marketing DAP, MAP and GTSP for Phoschem's members. This marketing arrangement
allows IMC-Agrico to interface directly with its major international customers
and enhances its ability to pursue growth and marketing opportunities on a
global basis. In December 1996, IMC-Agrico, through Phoschem, reached a two-
year agreement for the sale of DAP to Sinochem, the fertilizer agency for China.
The agreement provides for monthly shipments of DAP at market-related prices at
the time of shipment and is expected to approximate 1996 levels for each of 1997
and 1998. In conducting business abroad, IMC-Agrico is subject to the
customary risks encountered in foreign operations. See "Cautionary Statement."
Although phosphate fertilizer sales are fairly constant from month to
month, seasonal increases occur in the domestic market prior to the fall and
spring planting of crops. Generally, domestic sales taper off after the spring
planting season. However, this decline in domestic sales generally coincides
with a time when major international buyers such as China, India and Pakistan
purchase product for mid-year delivery.
Sulphur Business
The Company's sulphur operations include the mining, purchase,
transportation, terminalling and sale of sulphur. In 1995, FRP acquired
essentially all of the domestic assets of Pennzoil, including the Culberson mine
in Texas, sulphur terminals and loading facilities in Galveston, Texas and Tampa
, Florida, land and marine transportation equipment and sales and other related
commercial contracts and obligations. As a result, FRP now produces sulphur from
its Main Pass and Culberson mines for sale to IMC-Agrico and to third parties.
Production
The Main Pass and Culberson mines utilize the Frasch mining process, which
involves drilling wells and injecting superheated water into the underground
sulphur deposit to melt the solid sulphur, which is then brought to the surface
in liquid form. FRP and its predecessors have been using the Frasch process for
over 80 years. FRP has also developed technology that allows it to use sea
water in the Frasch process. FRP is not aware of any competitor that has
developed a Frasch sulphur mine using superheated sea water.
The Main Pass deposit was discovered by FRP in 1988. The mine currently has
the highest production rate of any sulphur mine in the world and contains the
largest known existing Frasch sulphur reserve in North America. The Main Pass
offshore complex, more than a mile in length, is one of the largest structures
of its type in the world and the largest in the Gulf of Mexico. The Main Pass
mine has a design capacity of 5,500 long tons per day. During the year ended
December 31, 1996, production averaged approximately 5,350 long tons per day.
The mine is owned 58.3% by FRP, 25% by IMC and 16.7% by Homestake Sulphur
Company. At December 31, 1996, the Main Pass deposit was estimated to contain
proved and probable sulphur reserves totaling 66.2 million long tons (38.6
million long tons net to FRP).
FRP began operating the Culberson mine in January 1995 after acquiring the
mine from Pennzoil. For the year ended December 31, 1996, production at the
Culberson mine averaged approximately 2,450 long tons per day. FRP continues to
work on improving the operating efficiencies at the Culberson mine to further
reduce costs. As of December 31, 1996, the Culberson mine was estimated to
contain proved and probable sulphur reserves totaling 14.5 million long tons.
FRP also supplements its sulphur production by purchasing sulphur from
third parties who recover sulphur in the production of oil and natural gas and
the refining of petroleum products.
Marketing
Sulphur produced at the Main Pass mine is transported by barge in liquid
form to storage, handling and shipping facilities located at Port Sulphur,
Louisiana. Sulphur production from the Culberson mine is transported in liquid
form by unit train to Galveston where storage, handling and shipping facilities
are located. At both Port Sulphur and Galveston, sulphur purchased from others
or transported for third parties may also be received. Sulphur is transported
from Port Sulphur by barge to IMC-Agrico's and other customers' plants in
Louisiana on the Mississippi River. Molten sulphur is also transported from
Galveston and Port Sulphur by tanker to FRP's terminals at Tampa. Similar
facilities at Pensacola, Florida are used for storage, handling and shipping
of sulphur purchased from others or transported for others. FRP processes and
transports for a fee both IMC's and Homestake's share of Main Pass sulphur and
serves as marketing agent for Homestake.
FRP's production of sulphur accounted for an estimated 20% of domestic and
6% of world elemental sulphur production in 1996. FRP's sulphur is used
primarily to manufacture sulphuric acid, which is used primarily to produce
phosphoric acid, one of the basic materials used to produce phosphate
fertilizers.
OIL AND GAS
Oil reserves are associated with the same caprock reservoir as the sulphur
reserves at Main Pass. Oil production commenced in the fourth quarter of 1991
and averaged approximately 10,700 barrels per day (5,200 barrels per day net to
FTX) during the year ended December 31, 1996. As of December 31, 1996, FTX
estimated that the remaining proved recoverable oil reserves at Main Pass were
approximately 12.8 million barrels (5.2 million barrels net to FTX).
In June 1996, FRP acquired a 25% leasehold interest in an oil and gas
venture to explore a project area in Terrebonne Parish, Louisiana. In
connection with the acquisition of this interest, FRP reimbursed MOXY $2.1
million for certain costs previously incurred in the project area. FRP
acquired its interest on the same proportionate basis as Phillips Petroleum
Company, which owns a 50% interest and is the operator of the joint venture.
The initial exploratory well on the East Fiddler's Lake prospect was not
successful in the discovery of commercial hydrocarbons. The second exploratory
well in the project area has commenced on the North Bay Junop prospect and is
expected to reach total depth during the second quarter of 1997.
FRP acquired an interest in leases acquired by MOXY at the federal offshore
lease sale held on March 5, 1997. At the lease sale, MOXY was high bidder on
seven offshore Gulf of Mexico tracts, with bids totaling $5.5 million. FRP
will acquire a 50% working interest in the leases awarded and will bear 60% of
the acquisition and exploration costs associated with these leases. MOXY will
bear the remaining 40% of such costs and will retain the remaining 50% working
interest. Award of the leases is subject to review and approval by the U.S.
Minerals Management Service.
ENVIRONMENTAL MATTERS
FTX and FRP have a history of commitment to environmental responsibility.
Since the 1940s, long before the general public recognized the importance of
maintaining environmental quality, FTX has conducted preoperational, bioassay,
marine ecological and other environmental surveys to ensure the environmental
compatibility of its operations. FTX's Environmental Policy commits its
operations to compliance with applicable laws and regulations. FTX has
implemented corporate-wide environmental programs that include the activities of
FRP and continues to study methods to reduce discharges and emissions.
FRP's operations are subject to federal, state and local laws and
regulations relating to the protection of the environment. Exploration, mining,
development and production of natural resources and the chemical processing
operations of IMC-Agrico, like similar operations of other companies, may affect
the environment. The production of sulphur and phosphate fertilizer involves the
handling of hazardous or toxic substances, some of which may have the potential,
if released into the environment in sufficient quantities, to expose FRP and IMC
- -Agrico to significant liability. For a further discussion of environmental
matters and the risks associated with such matters, see "Cautionary Statement-
Environmental Matters" below.
RELATIONSHIP BETWEEN THE FTX GROUP AND FRP
Management and Ownership
FTX and FMRP serve as the managing general partners of FRP and the directors
and officers of FTX, together with FRP's officers, perform all FRP management
functions and carry out the activities of FRP. The officers of FRP continue to
be employees and officers of FTX and its other subsidiaries but, subject to
certain exceptions, are employed principally for the operation of FRP's
business. As of December 31, 1996, FTX and FMRP held partnership interests that
represented an approximate 51.6% interest in FRP. As a result of FTX's position
as administrative managing general partner and of FTX's ownership interest, FTX
has the ability to control all matters relating to the management of FRP,
including any determination with respect to the acquisition or disposition of
FRP's assets, future issuance of additional debt or other securities of FRP and
any distributions payable in respect of FRP's partnership interests. In addition
to such other obligations as it may assume, FTX has the general duty to act in
good faith and to exercise its rights of control in a manner that is fair and
reasonable to the holders of partnership interests.
Under the terms of FRP's credit facility (the "Credit Facility"), the failure
by FTX to maintain control of FRP, or the direct or indirect ownership of at
least 50.1% of the partnership interests in FRP, would allow acceleration of the
indebtedness thereunder. See "Credit Facility."
On February 15, 1997, FRP paid a distribution of 60 cents per publicly held
unit ($30.0 million) and 24 cents per FTX owned unit ($12.9 million), increasing
the total unpaid distributions due FTX to $431.3 million. The preferential
rights of the publicly owned FRP units to receive minimum quarterly
distributions of 60 cents per unit ceased after this distribution. FRP's
distributable cash will now be shared ratably by FRP's public unitholders and
FTX, except that FTX will be entitled to recover its unpaid cash distributions
on a quarterly basis from one-half of any excess of future quarterly
distributions over 60 cents per unit for all units.
Credit Facility
In November 1996, FTX and FRP amended the Credit Facility to, among other
things, increase the borrowing availability, lower the interest rates and extend
the maturity date. The Credit Facility now provides $350 million of credit, all
of which is available to FRP and $150 million of which is available to FTX
through November 2001. Under the Credit Facility, FTX is required to maintain
at least a 50.1% ownership interest in FRP and control of FRP. FRP is not
permitted to enter into any agreement restricting its ability to make
distributions and is restricted in its ability to create liens and security
interests on its assets. To secure the Credit Facility, FTX has pledged its FRP
units representing a minimum 50.1% ownership in FRP. The Credit Facility places
restrictions on, among other things, additional borrowings and requires FRP to
maintain certain minimum working capital levels and specified cash flow to
interest coverage ratios and not to exceed a specified debt-to-capitalization
ratio.
Conflicts of Interest
The nature of the respective businesses of the Company and FRP and its
affiliates may give rise to conflicts of interest between the Company and FRP.
Conflicts could arise, for example, with respect to transactions involving
potential acquisitions of businesses or mineral properties, the issuance of
additional partnership interests, the determination of distributions to be made
by FRP, the allocation of general and administrative expenses between FTX and
FRP and other business dealings between FRP and FTX and its affiliates. Except
in cases where a different standard may have been provided for, FTX has a
general duty to act in good faith and to exercise rights of control in a manner
that is fair and reasonable to the holders of FRP's partnership interests. In
resolving conflicts of interest, FRP's partnership agreement permits FTX to
consider the relative interest of each party to a potential conflict situation
which, under certain circumstances, could include the interest of FTX and its
other affiliates. The extent to which this provision is enforceable under
Delaware law is not clear.
Services Agreement
Since January 1, 1996, FM Services Company ("FMS"), a company owned 50% by
each of FTX and Freeport-McMoRan Copper & Gold Inc. ("FCX"), a former subsidiary
of FTX, has furnished general executive, administrative, financial, accounting,
legal, environmental, insurance, personnel, engineering, tax, research and
development, sales and certain other services to FTX pursuant to the terms of
an Services Agreement (the "Services Agreement") in order to enable FTX to
perform its duties as administrative managing general partner of the Company.
The nature and timing of the services provided under the Services Agreement are
similar to those historically provided directly by FTX to the Company. FRP
generally reimburses FTX, at FTX's cost, including allocated overhead, for such
services on a monthly basis, including amounts paid by FTX under the Services
Agreement and allocated to FRP. Such costs are allocated among FRP, FTX and
certain of FTX's other affiliates based on direct utilization whenever possible
and an allocation formula based on a combination of the operating income,
property, plant and equipment and capital expenditures of FRP, FTX and such
other affiliates.
EMPLOYEES
As of March 1, 1997, FTX had a total of 504 employees.
CAUTIONARY STATEMENT
This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements other than statements of historical fact
included in this report, including, without limitation, the statements under the
headings "Business and Properties," "Market for Registrant's Common Equity and
Related Stockholder Matters," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" regarding FTX's financial
position and liquidity, distributions, FTX's strategic growth initiatives,
future capital needs, development and capital expenditures (including the amount
and nature thereof), reserve estimates and additions, production levels,
business strategies, and other plans and objectives of management of the Company
for future operations and activities, are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions, expected future developments and other factors it believes are
appropriate under the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including the risk factors discussed below
and in the Company's other filings with the Securities and Exchange Commission
(the "SEC"), general economic and business conditions, the business
opportunities that may be presented to and pursued by the Company, changes in
laws or regulations and other factors, many of which are beyond the control of
the Company. Readers are cautioned that any such statements are not
guarantees of future performance, and the actual results or developments may
differ materially from those projected, predicted or assumed in the forward-
looking statements. All subsequent written and oral forward-looking statements
attributable to FTX or persons acting on its behalf are expressly qualified in
their entirety by these cautionary statements. Important factors that could
cause actual results to differ materially from anticipated results or
expectations include, among others:
* Fluctuations in the actual or anticipated supply of and demand for
fertilizer products that are frequently affected by rapidly changing
agricultural conditions
* Changes in governmental policies that affect the number of acres planted,
levels of grain stocks, the mix of crops planted and prevailing crop
prices
* Fluctuations in the supply of and demand for sulphur, oil and gas
* Imprecision in estimating sulphur, phosphate rock and oil and gas reserves
* Possible increased environmental costs and liabilities arising from the
production, storage and distribution of phosphate fertilizers and
chemicals, sulphur, oil and gas
* Unanticipated industrial accidents
* Plant damage caused by severe weather or natural disasters
* Unexpected geological conditions resulting in cave-ins, flooding and
rock-bursts and unexpected changes in rock stability conditions
* Exchange rate fluctuations
* Fluctuations in interest rates
* Unanticipated difficulties in obtaining necessary financing
* Timing of necessary governmental permits and approvals relating to
operations, expansions of operations and financing of operations
* Difficulties in reaching agreements, or resolving disputes, with joint
venture partners, government officials, suppliers or customers
* Other risk factors described from time to time in FTX's filings with the
SEC
Many of these factors are beyond FTX's ability to control or predict.
Investors are therefore cautioned not to place undue reliance upon forward-
looking statements. A more detailed discussion of certain of the
foregoing factors follows:
Seasonality and Volatility of Product Markets
The Company sells its fertilizer products in the domestic and export markets
under spot market and long-term contract terms. Agricultural demand for the
Company's phosphate fertilizers is materially affected by prevailing
agricultural conditions. Generally, the Company experiences seasonal increases
in domestic sales prior to the fall and spring planting of crops and diminished
sales after the spring planting season. Sales are also influenced by current
and projected grain inventories and prices, quantities of fertilizers imported
to and exported from North America and various governments' agricultural
policies. Grain inventories are directly influenced by highly unpredictable
weather patterns and rapidly changing field conditions (particularly during
periods of high fertilizer consumption), and by trends in world-wide food
consumption.
Among the governmental policies that influence the fertilizer markets are
those directly or indirectly influencing the number of acres planted, the level
of grain stocks, the mix of crops planted and crop prices. In the United States
, the Farm Bill enacted in April of 1996 ends government-guaranteed prices for
corn, other feed grains, cotton, rice and wheat, and provides farmers with
guaranteed payments that decline over seven years. The Farm Bill also brought
an immediate end to planting controls. The Company has not yet determined
whether the Farm Bill will have an effect on its operations. The possibility
that the U.S. government or any foreign government may remove acres from
cultivation through subsidies to farmers is an important factor influencing the
demand for fertilizers.
All of the Company's major products are commodities, and the markets and
prices for such products have been volatile historically and may continue to be
volatile in the future. The Company's operating margins and cash flow are
subject to substantial fluctuations in response to changes in supply and demand
for its products, conditions in the domestic and foreign agriculture industry,
market uncertainties and a variety of additional factors beyond the Company's
control.
Competition
The sulphur, fertilizer and phosphate rock mining industries are highly
competitive. Because competition is based largely on price, maintaining low
production costs is critical to competitiveness. Any increases in the Company's
costs or decreases in its competitors' costs affect the Company's ability to
compete effectively. Because the market for the Company's products is global,
the Company faces intense competition from overseas producers, some of which are
state supported, especially those in North Africa and the former Soviet Union.
Additionally, foreign competitors frequently are motivated by non-market factors
such as the need for hard currency, rather than by normal financial
considerations.
Environmental Matters
The Company's operations include exploration, mining, development and
production of natural resources, chemical processing, and the extraction,
handling, production, processing, treatment, storage, transportation and
disposal of materials and waste products that may be toxic or hazardous.
Consequently, the Company is subject to numerous environmental laws and
regulations. The Company has incurred and will continue to incur, significant
capital expenditures and operating costs based on these laws and regulations.
Continued governmental and public emphasis on environmental issues may result in
increased capital expenditures and operating costs in the future, although the
impact of future laws and regulations or future changes to existing laws and
regulations cannot be predicted or quantified.
Federal legislation (sometimes referred to as "Superfund" legislation) imposes
liability, without regard to fault, for clean-up of certain waste sites, even
though waste management activities at the site may have been performed in
compliance with regulations applicable at the time. Under the Superfund
legislation, one responsible party may be required to bear more than its
proportional share of clean-up costs if payments cannot be obtained from other
responsible parties. In addition, federal and state regulatory programs and
legislation mandate clean-up of certain wastes at operating sites. Governmental
authorities have the power to enforce compliance with these regulations and
permits, and violators are subject to civil and criminal penalties, including
fines, injunctions or both. Third parties also have the right to pursue legal
actions to enforce compliance. Liability under these laws can be significant
and unpredictable.
The Company has received notices from governmental agencies that it is one of
many potentially responsible parties at certain sites under relevant federal and
state environmental laws. Some of these sites involve significant cleanup
costs. The ultimate settlement of liability for the clean-up of such sites
usually occurs many years after the receipt of notices identifying potentially
responsible parties because of the many complex, technical and financial issues
associated with site clean-up. The Company cannot predict its potential
liability for the clean-up costs that it may incur in the future.
Operating Hazards
The Company's offshore sulphur mining and oil production operations, and its
marine transportation operations, are subject to marine perils, including
collisions, fire, explosions, hurricanes and other adverse weather conditions.
The Company's mining operations are also subject to risks such as unexpected
geological conditions resulting in cave-ins, flooding and rock-bursts and
unexpected changes in rock stability conditions. The Company's oil exploration
and production activities are subject to risks including blowouts, cratering and
fires, each of which could result in personal injury to personnel or damage to
property and the environment.
The Company's operations may be subject to significant interruption, and FRP
may be subject to significant liability due to industrial accidents occurring at
one or more of its plants, or drilling or mining operations, or severe weather
or natural disaster damage to any one or more of its plants, or drilling or
mining operations.
The Company has in place programs to minimize the risks associated with its
businesses. In addition, it has the benefit of certain liability, property
damage, business interruption and other insurance coverage in types and amounts
that it considers reasonable and believes to be customary in the Company's
business. This insurance provides protection against loss from some, but not
all, potential liabilities normally incident to the ordinary conduct of the
Company's business, including coverage for certain types of damages associated
with environmental and other liabilities that arise from sudden, unexpected and
unforeseen events, with such coverage limits as management deems prudent.
Through FTX and IMC-Agrico, property insurance is maintained to cover some, but
not all of the risks of physical damage to tangible property of FRP as well as
the corresponding cost of business interruption.
Foreign Sales
A significant portion of the Company's revenues come from sales outside of
the United States. The Company's foreign sales are subject to numerous risks
including changes in currency and exchange controls, the availability of foreign
exchange, laws, regulatory policies and actions affecting foreign trade and
government subsidies, tariffs and quotas.
Item 3. Legal Proceedings.
Tom Beanal v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc.,
Civ. No. 96-1474 (E.D. La. filed Apr. 29, 1996). The plaintiff alleges
environmental, human rights and social/cultural violations in Indonesia.
He seeks $6 billion in monetary damages and other equitable relief. The Company
and its former subsidiary, Freeport-McMoRan Copper & Gold Inc. ("FCX") deny
these allegations, which it believes are inconsistent with the findings of a
series of independent examinations of the Indonesian mining operations of FCX's
subsidiary. The Company believes the action is baseless and will vigorously
defend such action. The Company has filed a motion to dismiss all claims, which
motion is pending.
Yosefa Alomang v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold
Inc., Civ. No. 96-9962 (Orleans Civ. Dist. Ct. La. filed June 19, 1996). This
purported class action was dismissed by the Civil District Court of the Parish
of Orleans, State of Louisiana on February 21, 1997 for lack of subject matter
jurisdiction because the alleged conduct and damages occurred in Indonesia. The
Court also held that venue was not proper in any Louisiana court. On March 11,
1997, the Court ruled that an amended complaint filed by the plaintiff did not
cure the lack of subject matter jurisdiction. The plaintiff had alleged
substantially similar violations as those alleged in the Beanal suit and sought
unspecified monetary damages and other equitable relief.
In addition to the foregoing proceedings, FTX may be from time to time
involved in various legal proceedings of a character normally incident to the
ordinary course of its business. Management believes that potential liability
in any such or threatened proceedings would not have a material adverse effect
on the financial condition or results of operations of FTX. FTX maintains
liability insurance to cover some, but not all, potential liabilities normally
incident to the ordinary course of its business as well as other insurance
coverages customary in its business, with such coverage limits as management
deems prudent.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant.
Certain information about the executive officers of FTX as of March 14, 1997
is set forth in the following table and accompanying text:
Name Age Position or Office
Richard C. Adkerson 50 Vice Chairman of the Board
Michael J. Arnold 44 Senior Vice President
Thomas J. Egan 52 Senior Vice President
W. Russell King 47 Senior Vice President
Rene L. Latiolais 54 President and Chief Executive Officer
James R. Moffett 58 Chairman of the Board
Robert M. Wohleber 46 Senior Vice President
Richard C. Adkerson has served as Vice Chairman of the Board and a Director
of the Company since August 1995. Mr. Adkerson is Executive Vice President of
FCX and P.T. Freeport Indonesia Company ("PT-FI"), an operating subsidiary of
FCX. He is Co-Chairman of the Board, Chief Executive Officer and a Director of
McMoRan Oil & Gas Co. ("MOXY"). In addition, he is Chairman of the Board, Chief
Executive Officer and a Director of FM Properties Inc. ("FMPO"). From 1992 to
August 1995, Mr. Adkerson was Senior Vice President of FTX.
Michael J. Arnold has served as Senior Vice President of the Company since
November 1996. From May 1993 to November 1996, Mr. Arnold was Vice President
and Controller-Operations of the Company and was a Vice President of the Company
from October 1991 to May 1993. Mr. Arnold is a Senior Vice President of FCX.
From July 1994 to November 1996, Mr. Arnold was Vice President and Controller-
Operations of FCX.
Thomas J. Egan has served as Senior Vice President of the Company since
November 1993. From November 1987 to November 1993, Mr. Egan was Vice President
of the Company. Mr. Egan is a Senior Vice President of FCX.
W. Russell King has served as Senior Vice President of the Company since
November 1993. From October 1984 to November 1993, Mr. King was Vice President
of the Company. Mr. King is a Senior Vice President of FCX.
Rene L. Latiolais has served as President and Chief Executive Officer of the
Company since August 1995 and as a Director of the Company since August 1993.
Mr. Latiolais was Chief Operating Officer of the Company until 1995 and
Executive Vice President of the Company until 1993. Mr. Latiolais has served as
President and Chief Executive Officer of FRP since June 1988. Mr. Latiolais is
Vice Chairman of the Board and a Director of FCX. He is a Commissioner of
PT-FI.
James R. Moffett has served as Chairman of the Board of the Company since
May 1992 and as a Director of the Company since April 1981. Mr. Moffett is
Chairman of the Board, Chief Executive Officer and a Director of FCX. He is
President Commissioner PT-FI. Mr. Moffett is Co-Chairman of the Board and a
Director of MOXY.
Robert M. Wohleber has served as Senior Vice President of the Company and FRP
since November 1996. From June 1994 to November 1996, Mr. Wohleber was Vice
President of the Company. He served as Vice President and Treasurer of the
Company from May 1992 to June 1994 and served as Treasurer of the Company from
May 1989 to May 1992. Mr. Wohleber has also been a Vice President of FCX since
July 1994. He served as Vice President and Treasurer of FCX from July 1993 to
June 1994. He served as Treasurer of FCX from August 1990 to June 1993.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The information set forth under the captions "Common Shares" and "Common
Share Dividends" on the inside back cover of FTX's Annual Report to Stockholders
for the year ended December 31, 1996 is incorporated herein by reference. As of
March 14, 1997, there were 8,476 record holders of FTX's common stock.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected Financial and
Operating Data" on page 12 of FTX's Annual Report to Stockholders for the year
ended December 31, 1996 is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 13 through
19 of FTX's Annual Report to Stockholders for the year ended December 31, 1996
is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements of FTX and its consolidated subsidiaries, the notes
thereto and the report thereon of Arthur Andersen LLP, appearing on pages 21
through 37, and the report of management on page 20 of FTX's Annual Report to
Stockholders for the year ended December 31, 1996 are incorporated herein by
reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III
Items 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Information About Nominees and
Directors" of the Proxy Statement submitted to the stockholders of the
registrant in connection with its 1997 Annual Meeting to be held on April 29,
1997 is incorporated herein by reference.
Items 11. Executive Compensation.
The information set forth under the captions "Director Compensation" and
"Executive Officer Compensation" of the Proxy Statement submitted to the
stockholders of the registrant in connection with its 1997 Annual Meeting to be
held on April 29, 1997 is incorporated herein by reference.
Items 12. Security Ownership of Certain Beneficial Owners and Management.
The information set forth under the captions "Securities Ownership of
Directors and Executive Officers" and "Common Stock Ownership of Certain
Beneficial Owners" of the Proxy Statement submitted to the stockholders of the
registrant in connection with its 1997 Annual Meeting to be held on April 29,
1997 is incorporated herein by reference.
Items 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Certain Transactions" of the
Proxy Statement submitted to the stockholders of the registrant in connection
with its 1997 Annual Meeting to be held on April 29, 1997 is incorporated herein
by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1), (a)(2), and (d). Financial Statements.
See Index to Financial Statements appearing on page F-1 hereof.
(a)(3) and (c). Exhibits.
See Exhibit Index beginning on page E-1 hereof.
(b). Reports on Form 8-K.
During the last quarter of the period covered by this report, FTX filed a
report on Form 8-K dated December 20, 1996 reporting an event under item 5
thereof. No financial statements were filed.
SIGNATURES
Pursuant to the requirements of Section 13 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, on November 18, 1997.
FREEPORT-McMoRan INC.
By: /s/ Richard C. Adkerson
Richard C. Adkerson
Vice Chairman of the Board
and Director
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 indicated on November 18, 1997.
Signature Title
* President, Chief Executive Officer and Director
Rene L. Latiolais (Principal Executive Officer)
* Senior Vice President and Chief Financial Officer
Robert M. Wohleber (Principal Financial Officer)
/s/C. Donald Whitmire Jr. Controller-Financial Reporting
C. Donald Whitmire Jr. (Principal Accounting Officer)
/s/Richard C. Adkerson Vice Chairman of the Board and Director
Richard C. Adkerson
* Director
Robert W. Bruce III
* Director
Robert A. Day
* Director
William B. Harrison, Jr.
* Director
Henry A. Kissinger
* Director
Bobby Lee Lackey
* Director
Gabrielle K. McDonald
* Chairman of the Board and Director
James R. Moffett
* Director
George Putnam
* Director
B.M. Rankin, Jr.
* Director
J. Taylor Wharton
*By: /s/ Richard C. Adkerson
Richard C. Adkerson
Attorney-in-fact
INDEX TO FINANCIAL STATEMENTS
The financial statements of FTX and its consolidated
subsidiaries, the notes thereto, and the report thereon of Arthur
Andersen LLP, appearing on pages 21 through 37, inclusive, of FTX's
1996 Annual Report to stockholders are incorporated by reference.
The financial statement schedules listed below should be read in
conjunction with such financial statements contained in FTX's 1996
Annual Report to stockholders.
Page
Report of Independent Public Accountants F-1
III-Condensed Financial Information of Registrant F-2
VIII-Valuation and Qualifying Accounts F-5
Schedules other than those listed above have been omitted since
they are either not required, not applicable or the required
information is included in the financial statements or notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing
standards, the financial statements as of December 31, 1996 and 1995
and for each of the three years in the period ended December 31, 1996
included in Freeport-McMoRan Inc.'s annual report to stockholders
incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 21, 1997. Our audits were made for the
purpose of forming an opinion on those statements taken as a whole.
The schedules listed in the index above are the responsibility of the
Company's management and are presented for purposes of complying with
the Securities and Exchange Commission's rules and are not part of the
basic financial statements. These schedules have been subjected to
the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the
basic financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana,
January 21, 1997
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
December 31,
------------------------
1996 1995
---------- ----------
ASSETS (In Thousands)
Current assets:
Accounts receivable from FRP $ - $ 24,740
Accounts receivable -other 2,659 25,661
Prepaid expenses and other 220 807
---------- ----------
Total current assets 2,879 51,208
Property, plant and equipment -net 41,899 48,139
Investment in FRP 189,218 211,016
Long-term receivables and other
assets 5,113 18,968
---------- ----------
Total assets $ 239,109 $ 329,331
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued
liabilities $ 23,515 $ 58,528
Long-term debt 38,000 -
Other liabilities and deferred
credits 83,292 78,866
Stockholders' equity 94,302 191,937
---------- ----------
Total liabilities and
stockholders' equity $ 239,109 $ 329,331
========== ==========
The footnotes contained in FTX's 1996 Annual Report to stockholders
are an integral part of these statements.
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
Years Ended December 31,
-----------------------------------
1996 1995 1994
---------- ---------- ----------
(In Thousands)
Revenues $ 422 $ 745 $ 749
---------- ---------- -----------
Cost of sales 1,958 2,673 7,203
Exploration expenses - - 3,738
General and administrative
expenses 4,972 9,816 12,664
---------- ---------- ----------
Total costs and expenses 6,930 12,489 23,605
---------- ---------- ----------
Operating loss (6,508) (11,744) (22,856)
Interest expense, net (1,063) (19,908) (38,591)
Equity in earnings of
subsidiaries 77,579 60,378 10,881
Other income, net 2,246 12,692 2,173
---------- ---------- ----------
Income (loss) before income taxes 72,254 41,418 (48,393)
Income tax (provision) benefit (27,164) 50,982 13,261
---------- ---------- ----------
Income (loss) from continuing
operations 45,090 92,400 (35,132)
Discontinued operations - 340,424 107,715
---------- ---------- ----------
Income before extraordinary item 45,090 432,824 72,583
Extraordinary loss on early
extinguishment of debt, net - - (9,108)
---------- ---------- ----------
Net income 45,090 432,824 63,475
Preferred dividends (4,382) (42,283) (22,032)
---------- ---------- ----------
Net income applicable to common
stock $ 40,708 $ 390,541 $ 41,443
========== ========== ==========
The footnotes contained in FTX's 1996 Annual Report to stockholders
are an integral part of these statements.
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOW
Years Ended December 31,
-------------------------------------
1996 1995 1994
---------- ---------- ----------
Cash flow from operating activities: (In Thousands)
Net income $ 45,090 $ 432,824 $ 63,475
Adjustments to reconcile net income
to net cash provided by operating
activities:
Extraordinary loss on early
extinguishment of debt - - 9,108
Depreciation and amortization 1,942 3,767 9,073
Oil and gas exploration expenses - 16 5,231
Equity in (earnings) losses of
subsidiaries (77,579) (115,071) (64,973)
Cash distributions from
subsidiaries 100,125 141,179 92,000
Gain on sale of FCX Class A shares - (435,060) -
Loss on recapitalization of FTX
securities - 44,371 -
Gain on conversion/distribution
of FCX securities - - (114,750)
Deferred income taxes 22,004 17,886 18,558
(Increase) decrease in working
capital, net of effect of
acquisitions and dispositions:
Accounts receivable 22,596 (1,782) (2,146)
Prepaid expenses and other 587 5,276 4,694
Accounts payable and accrued
liabilities (24,619) (30,936) 22,389
Other (7,540) 24,734 12,867
--------- ---------- ---------
Net cash provided by operating
activities 82,606 87,204 55,526
------------ --------- ---------
Cash flow from investing
activities:
Capital expenditures (1,380) (2,059) (32,958)
Sale of assets - 25,000 65,596
-------- --------- ---------
Net cash provided by (used in)
investing activities (1,380) 22,941 32,638
--------- ------- -------
Cash flow from financing activities:
Proceeds from sale of FCX Class A shares - 497,166 -
Purchase of:
FTX common shares (132,118) (44,752) (67,747)
FCX Class A shares - (58,906) (47,596)
FRP units (1,305) (2,253) -
ABC debentures - (280,826) -
6.55% Senior notes - (14,955) -
10 7/8% Senior Debentures - - (142,919)
Distribution of MOXY shares - - (35,441)
Borrowings (repayments) of debt -net 38,000 (165,000) 155,000
(Increase) decrease in long-term note due
from FCX - 800 11,470
(Increase) decrease in long-term note due
from FRP 24,740 (24,740) 100,900
Cash dividends paid:
Common stock (9,346) (5,168) (44,467)
Preferred stock (4,382) (8,757) (22,110)
Other 3,185 (2,754) 4,746
------- ------- -------
Net cash used in financing
activities (81,226) (110,145) (88,164)
-------- --------- --------
Net decrease in cash and cash
equivalents - - -
Cash and cash equivalents at
beginning of year - - -
--------- ---------- --------
Cash and cash equivalents at
end of year $ - $ - $ -
========= ======== ===========
The footnotes contained in FTX's 1996 Annual Report to stockholders
are an integral part of these statements.
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1996, 1995 and 1994
Col. A Col. B Col. C Col. D Col. E
- ---------- ---------- --------------------- ---------- ----------
Additions
-----------------------
Balance at Charged to Charged to Balance at
Beginning of Costs and Other Other-Add End
Description Period Expenses Accounts (Deduct) of Period
- ---------- ---------- ---------- ---------- --------- ---------
(In Thousands)
Reserves and allowances deducted from asset accounts:
Reclamation and mine shutdown reserves:
1996:
Sulphur $ 71,954 $ 3,920 $ - $ (28,217)a $47,657
Fertilizer 35,931 10,137 - (3,781) 42,287
Oil & Gas 21,096 1,288 - (5,954) 16,430
---------- ---------- ---------- ---------- ----------
$ 128,981 $ 15,345 $ - $ (37,952)b $106,374
========== ========== ========== ========== ==========
1995:
Sulphur $ 55,105 $ 2,643 $ - $ 14,206c $ 71,954
Fertilizer 37,683 2,785 - (4,537) 35,931
Oil & Gas 19,989 1,666 - (559) 21,096
---------- ---------- ---------- ---------- ----------
$ 112,777 $ 7,094 $ - $ 9,110b $ 128,981
========== ========== ========== ========== ==========
1994:
Sulphur $ 57,287 $ 1,041 $ - $ (3,223) $ 55,105
Fertilizer 38,437 2,310 - (3,064) 37,683
Oil & Gas 14,963 3,799 - 1,227 19,989
---------- ---------- ---------- ---------- ----------
$ 110,687 $ 7,150 $ - $ (5,060)b $ 112,777
========== ========== ========== ========== ==========
a. Includes a reclassification to short-term payables of $17.1
million.
b. Includes expenditures of $13.6 million in 1996, $11.1 million in
1995 and $9.7 million in 1994.
c. Includes $15.2 million of liabilities assumed in connection with
the acquisition of the sulphur assets of Pennzoil Co. (See Note 9 to
the Financial Statements).
Freeport-McMoRan Inc.
Exhibit Index
Exhibit
Number
3.1 Composite copy of Certificate of Incorporation of FTX, as amended.
Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of
FTX for the quarter ended June 30, 1992 (the "FTX 1992 Second Quarter Form
10-Q").
3.2 By-Laws of FTX, as amended.
4.1 Certificate of Designations of the $4.375 Convertible Exchangeable
Preferred Stock of FTX. Incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of FTX dated March 23, 1992.
4.2 Amended and Restated Agreement of Limited Partnership of FRP dated as of
May 29, 1987 (the "FRP Partnership Agreement") among FTX, Freeport Phosphate
Rock Company and Geysers Geothermal Company, as general partners, and Freeport
Minerals Company ("FMC"), as general partner and attorney-in-fact for the
limited partners, of FRP. Incorporated by reference to Exhibit B to the
Prospectus dated May 29, 1987 included in FRP's Registration Statement on Form
S-1, as amended, as filed with the Commission on May 29, 1987 (Registration No.
33-13513).
4.3 Amendment to the FRP Partnership Agreement dated as of December 16, 1988
effected by FMC, as Administrative Managing General Partner, and FTX, as General
Partner, of FRP. Incorporated by reference to Exhibit 3.2 to the Annual Report
on Form 10-K of FRP for the fiscal year ended December 31, 1994.
4.4 Amendment to the FRP Partnership Agreement dated as of March 29, 1990
effected by FMC, as Administrative Managing General Partner, and FTX, as
Managing General Partner, of FRP. Incorporated by reference to Exhibit 19.2 to
the Quarterly Report on Form 10-Q of FRP for the quarter ended March 31, 1990
(the "FRP 1990 First Quarter Form 10-Q").
4.5 Amendment to the FRP Partnership Agreement dated as of April 6, 1990
effected by FTX, as Administrative Managing General Partner of FRP.
Incorporated by reference to Exhibit 19.3 to the FRP 1990 First Quarter Form
10-Q.
4.6 Amendment to the FRP Partnership Agreement dated as of January 27, 1992
between FTX, as Administrative Managing General Partner, and FMRP Inc., as
Managing General Partner of FRP. Incorporated by reference to Exhibit 3.3 to
the Annual Report on Form 10-K of FRP for the fiscal year ended December 31,
1991 (the "FRP 1991 Form 10-K").
4.7 Amendment to the FRP Partnership Agreement dated as of October 14, 1992
between FTX, as Administrative Managing General Partner, and FMRP Inc., as
Managing General Partner of FRP. Incorporated by reference to Exhibit 3.4 to
the Annual Report on Form 10-K of FRP for the fiscal year ended December 31,
1992 (the "FRP 1992 Form 10-K").
4.8 Deposit Agreement dated as of June 27, 1986 (the "Deposit Agreement")
among FRP, The Chase Manhattan Bank, N.A. ("Chase") and Freeport Minerals
Company, as attorney-in-fact of those limited partners and assignees holding
depositary receipts for units of limited partnership interests in FRP
("Depositary Receipts"). Incorporated by reference to Exhibit 28.4 to the
Current Report on Form 8-K of FTX dated July 11, 1986.
4.9 Resignation dated December 26, 1991 of Chase as Depositary under the
Deposit Agreement and appointment dated December 27, 1991 of Mellon Bank, N.A.
("Mellon") as successor Depositary, effective January 1, 1992. Incorporated by
reference to Exhibit 4.5 to the FRP 1991 Form 10-K.
4.10 Service Agreement dated as of January 1, 1992 between FRP and Mellon
pursuant to which Mellon will serve as Depositary under the Deposit Agreement
and Custodian under the Custodial Agreement. Incorporated by reference to
Exhibit 4.6 to the FRP 1991 Form 10-K.
4.11 Amendment to the Deposit Agreement dated as of November 18, 1992 between
FRP and Mellon. Incorporated by reference to Exhibit 4.4 to the FRP 1992 Form
10-K.
4.12 Form of Depositary Receipt. Incorporated by reference to Exhibit 4.5 to
the FRP 1992 Form 10-K.
4.13 Custodial Agreement regarding the FRP Depositary Unit Reinvestment Plan
among FTX, FRP and Chase, effective as of April 1, 1987 (the "Custodial
Agreement"). Incorporated by reference to Exhibit 19.1 to the Quarterly Report
on Form 10-Q of FRP for the quarter ended June 30, 1987.
4.14 FRP Depositary Unit Reinvestment Plan. Incorporated by reference to
Exhibit 4.4 to the FRP 1991 Form 10-K.
4.15 Second Amended and Restated Credit Agreement dated as of November 14, 1996
(the "FTX/FRP Credit Agreement") among FTX, FRP, the various financial
institutions that are parties thereto (the "Banks"), The Chase Manhattan Bank
(successor by merger to Chemical Bank) and The Chase Manhattan Bank (National
Association), as Administrative Agent, FRP Collateral Agent, FTX Collateral
Agent and Documentary Agent.
4.16 Subordinated Indenture as of October 26, 1990 (the "Subordinated
Indenture") between FRP and Manufacturers Hanover Trust Company ("MHTC") as
Trustee. Incorporated by reference to Exhibit 4.11 to the Annual Report on Form
10-K of FRP for the fiscal year ended December 31, 1993.
4.17 First Supplemental Indenture dated as of February 15, 1994 between FRP and
Chemical Bank, as Successor to MHTC, as Trustee, to the Subordinated Indenture
providing for the issuance of $150,000,000 of aggregate principal amount of 8
3/4% Senior Subordinated Notes due 2004. Incorporated by reference to Exhibit
4.12 to the FRP 1993 Form 10-K.
4.18 Form of Senior Indenture (the "Senior Indenture") from FRP to Chemical
Bank, as Trustee. Incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K of FRP dated February 13, 1996.
4.19 Form of Supplemental Indenture dated February 14, 1996 from FRP to
Chemical Bank, as Trustee, to the Senior Indenture providing for the issuance of
$150,000,000 aggregate principal amount of 7% Senior Notes due 2008.
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K dated
February 16, 1996 of FRP.
10.1 Contribution Agreement dated as of April 5, 1993 between FRP and IMC (the
"FRP-IMC Contribution Agreement"). Incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K of FRP dated July 15, 1993 (the "FRP July 15,
1993 Form 8-K").
10.2 First Amendment dated as of July 1, 1993 to the FRP-IMC Contribution
Agreement. Incorporated by reference to Exhibit 2.2 to the FRP July 15, 1993
Form 8-K.
10.3 Amended and Restated Partnership Agreement dated as of May 26, 1995 among
IMC-Agrico GP Company, Agrico, Limited Partnership and IMC-Agrico MP Inc.
Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K of
FRP for the fiscal year ended December 31, 1995 (the "FRP 1995 Form 10-K").
10.4 Amendment and Agreement dated as of January 23, 1996 to the Amended and
Restated Partnership Agreement dated May 26, 1995 by and among IMC-Agrico MP,
Inc., IMC Global Operations, Inc. and IMC-Agrico Company. Incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K dated February 13,
1996 of FRP.
10.5 Amended and Restated Parent Agreement dated as of May 26, 1995 among IMC
Global Operations, Inc., FRP, FTX and IMC-Agrico. Incorporated by reference to
the FRP 1995 Form 10-K.
10.6 Asset Purchase Agreement dated as of October 22, 1994 between FRP and
Pennzoil Company (the "Asset Purchase Agreement"). Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of FRP dated January 18, 1995
(the "FRP January 18, 1995 8-K").
10.7 Amendment No. 1 dated as of January 3, 1995 to the Asset Purchase
Agreement. Incorporated by reference to Exhibit 2.2 to the FRP January 18, 1995
8-K.
Executive Compensation Plans and Arrangements (Exhibits 10.8 through 10.27)
10.8 Annual Incentive Plan of FTX, as amended.
10.9 1992 Long-Term Performance Incentive Plan of FTX, as amended.
10.10 1987 Long-Term Performance Incentive Plan of FTX, as amended.
10.11 FTX Variable Compensation Incentive Program, as amended. Incorporated by
reference to Exhibit 19.4 to the FTX 1991 Third Quarter Form 10-Q.
10.12 FTX Performance Incentive Awards Program, as amended. Incorporated by
reference to Exhibit 10.12 to the Annual Report on Form 10-K of FTX for the
fiscal year ended December 31, 1995 (the "FTX 1995 Form 10-K").
10.13 FTX President's Award Program, as amended. Incorporated by reference to
Exhibit 10.13 to the FTX 1995 Form 10-K.
10.14 FTX 1992 Stock Option Plan, as amended.
10.15 1982 Stock Option Plan of FTX, as amended.
10.16 FTX 1992 Stock Incentive Unit Plan, as amended.
10.17 1988 Stock Option Plan for Non-Employee Directors of FTX, as amended.
10.18 FTX 1991 Plan for Deferral of Directors' Fees, as amended.
10.19 FTX 1996 Stock Option Plan, as amended.
10.20 Financial Counseling and Tax Return Preparation and Certification Program
of FTX, as amended. Incorporated by reference to Exhibit 10.21 to the FTX 1995
Form 10-K.
10.21
FTX Executive Universal Life Insurance Plan. Incorporated by reference to
Exhibit 10.32 to the FTX 1992 Form 10-K.
10.22
FM Services Company Performance Incentive Awards Program. Incorporated by
reference to Exhibit 10.14 to the Annual Report on Form 10-K of FCX for the
fiscal year ended December 31, 1995 (the "FCX 1995 Form 10-K").
10.23 Financial Counseling and Tax Return Preparation and Certification Program
of FM Services Company. Incorporated by reference to Exhibit 10.15 to the FCX
1995 Form 10-K.
10.24 Agreement for Consulting Services between FTX and B. M. Rankin, Jr.,
effective as of January 1, 1990. Incorporated by reference to Exhibit 19.2 to
the Quarterly Report on Form 10-Q of FTX for the quarter ended March 31, 1990.
10.25 Consulting Agreement dated as of December 22, 1988, between FTX and
Kissinger Associates, Inc. ("Kissinger Associates"). Incorporated by reference
to Exhibit 10.35 to the FTX 1992 Form 10-K.
10.26 Letter Agreement dated May 1, 1989, between FTX and Kent Associates, Inc.
(predecessor in interest to Kissinger Associates). Incorporated by reference to
Exhibit 10.36 to the FTX 1992 Form 10-K.
10.27 Letter Agreement dated January 27, 1997 among Kissinger Associates, Kent
Associates, Inc., FTX, FCX and FM Services Company ("FMS"). Incorporated by
reference to Exhibit 10.20 to the Annual Report on Form 10-K of FCX for the
fiscal year ended December 31, 1996 (the "FCX 1996 Form 10-K").
10.28 Letter Agreement dated December 18, 1996 among Charles W. Goodyear, IV,
FCX, FTX, FMS and certain other entities. Incorporated by reference to Exhibit
10.23 to the FCX 1996 Form 10-K.
10.29 Letter Agreement dated December 18, 1996 between Charles W. Goodyear, IV
and FMS. Incorporated by reference to Exhibit 10.24 to the FCX 1996 Form 10-K.
11.1 FTX and Consolidated Subsidiaries Computation of Net Income Per Common and
Common Equivalent Share.
13.1 Those portions of the 1996 Annual Report to stockholders of FTX that are
incorporated herein by reference.
21.1 Subsidiaries of FTX.
23.1 Consent of Arthur Andersen LLP dated March 28, 1997.
23.2 Consent of Ernst & Young LLP dated March 28, 1997.
24.1 Certified resolution of the Board of Directors of FTX authorizing this
report to be signed on behalf of any officer or director pursuant to a Power of
Attorney.
24.2 Powers of Attorney pursuant to which this report has been signed on behalf
of certain officers and directors of FTX.
27.1 FTX Financial Data Schedule.
99.1 Report of Ernst & Young LLP.