Exhibit 13.1
FREEPORT-MCMORAN INC.
SELECTED FINANCIAL AND OPERATING DATA
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
FINANCIAL DATA (Financial Data In Millions, Except Per Share Amounts)
Years Ended December 31:
Revenues $957.5 $995.9 $770.1 $684.7 $940.6
Operating income
(loss) 205.4a 182.9 91.9 (243.4) (24.6)
Net income
(loss) from:
Operations $42.2b $25.3b $(35.1)b $(77.0) $(27.3)
Nonrecurring
gains
(losses)c 2.9 67.1 - (48.6) -
Discontinued
opera-
tions - 340.4 107.7 35.4 215.1
Changes in
accounting
principle
and extraordinary
loss - - (9.1) (13.6) -
Preferred
dividends (4.4) (42.3)d (22.1) (22.4) (18.7)
---- ----- ----- ------ -----
Net income
(loss) applicable
to common
stock $40.7 $390.5 $ 41.4 $(126.2) $169.1
===== ====== ======= ======== =======
Net income (loss)
per primary share:
Before discontinued
operations, changes
in accounting
principle and
extraordinary
loss c $1.55b $1.92b,d $(2.46)b $(6.27) $(1.91)
Discontinued
operations - 13.05 4.64 1.50 8.93
Changes in
accounting
principle
and extra-
ordinary
loss - - (.39) (.58) -
---- ----- ---- ---- ----
Net income
(loss) applicable
to common stock $1.55 $14.97 $1.79 $(5.35) $7.02
===== ====== ====== ====== ======
Average common
shares
outstand-
ing 26.3 26.1 23.2 23.6 24.1
Dividends per common share:
Cash $.36 $.18 $1.875 $7.50 $7.50
Property e - 108.41 7.768 - 1.05
--- ------- ----- --- -----
$.36 $108.59 $9.643 $7.50 $8.55
==== ======== ======= ====== ======
At December 31:
Property, plant
and equipment,
net $964.8 $999.8 $964.5 $1,102.8 $1,271.2
Long-term debt,
less current
portion 441.0 359.5 1,122.1 1,082.8 785.5
Minority
interest 174.1 196.0 217.8 239.8 418.6
Stockholders'
equity 94.3 191.9 (230.5) .6 346.0
Total assets 1,251.4 1,320.5 1,649.4 1,888.6 2,157.4
OPERATING DATA
Phosphate
fertilizers-primarily
DAP
Sales (short
tons) 3,201,800 3,427,700 3,193,400 3,346,600 3,984,000
Average realized
price f
All phosphate
fertilizers$181.00 $169.07 $144.13 $110.03 $127.27
DAP 186.17 175.11 149.32 113.09 132.11
Phosphate rock
Sales (short
tons) 2,919,100 4,470,400 4,373,400 3,840,300 3,440,500
Average realized
price f $25.60 $22.53 $21.38 $22.02 $26.96
Sulphur
Sales (long
tons) g 2,900,000 3,049,700 2,087,800 1,973,200 2,346,100
Oil
Sales
(barrels) 1,895,500 2,217,600 2,533,700 3,443,000 4,884,000
Average
realized
price $19.49 $15.82 $13.74 $14.43 $15.91
FREEPORT-McMoRan INC.
SELECTED FINANCIAL AND OPERATING DATA
NOTES
a. Includes a net benefit of $8.9 million resulting primarily from
the gain on the increase in FRP's ownership of IMC-Agrico.
b. Includes minority interest charges totaling $9.0 million ($0.34
per share) in 1996, $14.4 million ($0.55 per share) in 1995 and $17.2
million ($0.74 per share) in 1994 because FTX was not paid its
proportionate share of FRP distributions. Also includes stock
appreciation rights costs totaling $5.0 million ($0.19 per share) in
1995 caused by the significant rise in FTX's common stock price during
the year.
c. In 1996 includes the item discussed in Note a above ($2.9 million
or $0.11 per share); in 1995 includes gains related primarily to the
settlement of certain insurance claims ($4.3 million or $0.16 per share)
and the reversal of tax accruals no longer required ($62.8 million or
$2.41 per share); and in 1993 includes the loss on restructuring
activities and valuation and sale of assets ($48.6 million or $2.06 per
share).
d. Includes a $33.5 million charge ($1.29 per share) resulting from
the $4.375 Preferred Stock exchange offer.
e. Reflects the fair market value of property distributions (FCX in
1995 and 1994, MOXY in 1994 and FMPO in 1992).
f. Represents average realization f.o.b. plant/mine.
g. Includes internal consumption totaling 730,300 tons, 754,400
tons, 739,900 tons, 1,138,800 tons and 1,654,300 tons for 1996-1992,
respectively.
FREEPORT-McMoRan Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The business operations of Freeport-McMoRan Inc. (FTX) primarily
consist of its 51.6 percent ownership in Freeport-McMoRan Resource
Partners, Limited Partnership (FRP). FRP, through its subsidiaries
and joint venture operations, is one of the world's leading integrated
phosphate fertilizer producers. FRP is a joint venture partner in
IMC-Agrico Company (Note 2), the world's largest and one of the lowest
cost producers, marketers and distributors of phosphate fertilizers.
IMC-Agrico's business also includes the mining and sale of phosphate
rock and the production, marketing and distribution of animal feed
ingredients. 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. Main Pass also
contains proved oil reserves that FRP produces and sells for the Main
Pass joint venture.
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 material prices.
FRP also believes that the strategic location of IMC-Agrico's
fertilizer operations, both in Florida and on the Mississippi River,
provide it with a competitive advantage over other fertilizer
producers.
Management has been able to move forward on several growth
opportunities as follows:
* In June 1996, FRP, a significant consumer of natural gas in its
sulphur and fertilizer operations, acquired a 25 percent leasehold
interest in an oil and gas joint venture to explore a 35,000 acre
project area in south Louisiana where high-potential, high-risk
prospects had been identified. One non-commercial well has been
drilled and another exploratory well is in progress. FTX will
consider opportunities for further oil and gas investments, including
activities involving McMoRan Oil & Gas Co. (MOXY). These future
investments may be significant.
* In September 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 extensive phosphate resources
and envisions the joint development of high-analysis phosphate
fertilizer manufacturing facilities in China.
* In October 1996, IMC-Agrico significantly augmented its existing
strategic phosphate rock reserve position by purchasing 24,000 acres
of land in central Florida. The land is estimated to contain in
excess of 100 million tons of phosphate rock and helped to increase
FRP's phosphate rock reserves by over 30 percent, after production.
* FRP also 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. Because of the strategic location of this
project in close proximity to Asian customers, it would have
potentially favorable economic competitive advantages.
In September 1996, FTX terminated merger discussions with
Arcadian Corporation. It was intended for FRP to be offered an
opportunity to participate in this transaction in a manner that would
convert the publicly held limited partnership units of FRP into common
stock of a new company. Although this transaction was not completed,
FTX and FRP will continue to consider attractive growth opportunities,
including opportunities in the agricultural minerals and oil and gas
industries. Transactions will also continue to be evaluated that may
allow for a possible combination of FTX and FRP.
Positive steps involving the FTX/FRP debt structure were also
made, as follows:
* In February 1996, FRP sold publicly $150 million of its 7% Senior
Notes due 2008 and used the proceeds to reduce bank indebtedness.
This fixed the interest cost on a large portion of FRP's debt at an
attractive rate, as well as lengthened the maturity. Additionally, in
January 1997, Moody's Investors Service raised its rating on FRP's
publicly traded senior unsecured debt securities to Baa3, an
investment grade rating. FRP's senior unsecured debt securities are
now rated investment grade by the major credit agencies.
* During November 1996, the FTX/FRP bank credit agreement was
amended to increase the amount available to FRP to $350 million (with
$150 million available to FTX), reduce the interest rates and extend
the term of the facility to November 2001.
RESULTS OF OPERATIONS
1996 1995 1994
---------- ---------- ----------
(In Millions)
Revenues $ 957.5 $ 995.9 $ 770.1
Operating income 205.4 182.9 91.9
Net income from:
Operations a $ 42.2 $ 25.3 $ (35.1)
Nonrecurring gains/losses 2.9b 67.1c -
Discontinued operations (Note 3) - 340.4 107.7
Extraordinary loss (Note 4) - - (9.1)
Preferred dividends (4.4) (42.3)d (22.1)
---------- ---------- ----------
Net income applicable to common
stock $ 40.7 $ 390.5 $ 41.4
========== ========== ==========
a. Includes minority interest charges totaling $9.0 million in 1996,
$14.4 million in 1995 and $17.2 million in 1994 because FTX was not
paid its proportionate share of FRP distributions, and stock
appreciation rights costs of $5.0 million in 1995.
b. Primarily consists of the gain on the increase in FRP's ownership
of IMC-Agrico (Note 2).
c. Includes a $4.3 million insurance settlement gain (included in
other income) and a $62.8 million tax benefit (Note 5).
d. Includes a $33.5 million charge resulting from the $4.375
Preferred Stock exchange offer (Note 6).
1996 Compared With 1995. Operating income for 1996 benefited from
higher average realizations on phosphate fertilizer, phosphate rock
and oil sales (see Selected Financial and Operating Data). The animal
feed ingredients business, acquired in October 1995 (Note 9), also
contributed to higher operating income. Offsetting the impact of
these positive factors were lower production and sales volumes for
phosphate fertilizer, phosphate rock, sulphur and oil. The current
year includes an $11.9 million gain resulting from the increase in
FRP's ownership of IMC-Agrico, $15.6 million lower stock appreciation
rights costs, a $2.5 million charge for oil and gas exploration costs
and charges totaling $3.0 million for asset valuations at IMC-Agrico.
Depreciation and amortization for the current year decreased $7.9
million from the 1995 amount. This reduction is attributable
primarily to a decline of $4.4 million from Main Pass oil operations
and $1.6 million from sulphur activities caused by lower sales volumes
and a $3.5 million decrease related to FRP's disproportionate interest
in IMC-Agrico cash distributions, partially offset by additional
depreciation expense of $2.3 million associated with the animal feed
ingredients operations.
General and administrative expenses for 1996 declined $17.7
million from 1995, primarily because during 1995 the significant
increase in FTX's stock price resulted in $15.6 million higher stock
appreciation rights costs. General and administrative costs for 1996
included amounts associated with the acquired animal feed ingredients
operations, whereas 1995 included a $1.2 million charge for the
reorganization of IMC-Agrico's marketing function.
Interest expense decreased from 1995 as a result of the
significant reduction in average debt levels brought about by FTX's
recapitalization. Minority interests' share of net income for 1996
reflects the increased level of earnings at FRP and included an
additional $14.4 million charge ($23.0 million in 1995) because FTX
was not paid its proportionate share of FRP distributions. In the
first quarter of 1997, FTX will recognize an additional $9.3 million
minority interest charge in connection with the final quarterly
distribution under the public unitholders' preferential distribution
priority (Note 2). However, to the extent the cumulative unpaid
distributions are reduced in the future, FTX will recognize a
disproportionately greater share of FRP's reported earnings.
Income taxes for 1995 included a $62.8 million benefit
attributable to the reversal of tax accruals no longer required
because of the resolution of certain federal and state tax issues and
the realization of tax credits not previously recognized.
Agricultural Minerals Operations - FTX's agricultural minerals
operations, which include FRP's fertilizer and phosphate rock
operations and its sulphur business, reported 1996 operating income of
$223.9 million on revenues of $920.0 million compared with operating
income of $205.9 million on revenues of $960.0 million in 1995.
Significant items impacting operating income follow (in millions):
Agricultural minerals operating income -1995 $ 205.9
----------
Increases (decreases):
Sales volumes (97.9)
Realizations 59.5
Other (1.6)
----------
Revenue variance (40.0)
Cost of sales 29.9a
Gain on IMC-Agrico investment 11.9
General and administrative 16.2b
----------
18.0
----------
Agricultural minerals operating income -1996 $ 223.9
==========
a. Includes a reduction to depreciation of $29.8 million in 1996 and
$26.3 million in 1995 caused by FRP's disproportionate interest in
IMC-Agrico cash distributions. 1996 also includes $3.0 million of
asset valuation charges from IMC-Agrico.
b. 1996 included $10.3 million lower stock appreciation rights
costs.
FRP's 1996 phosphate fertilizer sales volumes were 7 percent
lower than those in 1995, with IMC-Agrico's realization for diammonium
phosphate (DAP), its principal fertilizer product, averaging 6 percent
higher. The year 1996 began with rising prices as a result of the
tight supply/demand situation experienced during late 1995, and IMC-
Agrico operating its phosphate fertilizer facilities at full capacity.
Erratic domestic and foreign demand during 1996 resulted in lower
price realizations during the second half of the year, with periods of
record industrywide production prompting IMC-Agrico to reduce its
production levels. IMC-Agrico will continue to monitor market
conditions and make production adjustments it deems appropriate.
FRP's unit production costs for 1996 rose slightly, as reduced
production volumes and higher phosphate rock costs were partly offset
by lower sulphur costs. A sharp rise in ammonia prices began at the
end of the third quarter of 1996 and had a negative impact on fourth-
quarter 1996 DAP production costs resulting in lower cash margins.
Although the impact was significant, IMC-Agrico fulfills approximately
one-third of its annual ammonia requirements with internal production,
helping to mitigate the effect. Unit production costs for the near
term will continue to be impacted by high ammonia prices, although
ammonia prices have begun to decline and are expected to decline
further.
In December 1996, IMC-Agrico (through the Phosphate Chemical
Export Association) reached a new agreement for the sale of DAP to
Sinochem, the fertilizer buying agency for China. The agreement spans
the next two calendar years and provides for substantial monthly
shipments of DAP at market-related prices at the time of shipment.
Total shipments under the contract will approximate 1996 levels for
each of the next two years. As evidenced by the two-year DAP supply
agreement with the Chinese, the long-term outlook for the phosphate
fertilizer industry remains bright. Increasing world population and
improving diets, combined with historically low grain stocks,
necessitate greater agricultural output which will require higher
fertilizer use. Strong demand growth projected in Asia and Latin
America is expected to require additional supplies beyond the global
industry's current capability. Additionally, FRP believes higher
prices and operating margins are required before new major phosphate
projects are initiated. Weather and government policies will continue
to cause annual fluctuations in the overall agricultural and
fertilizer supply and demand situation, as witnessed over the past
year.
FRP's 1996 phosphate rock sales volumes declined 35 percent
reflecting primarily the October 1995 expiration of a cost-plus
contract that resulted in below market realizations on annual sales
volumes of 1.5 million tons net to FRP. Also contributing to the
reduction was IMC-Agrico's decision to limit third party sales in
order to maximize the long-term value of its reserves through internal
use. This strategy is expected to result in lower sales volumes of
phosphate rock for 1997. The impact of the 14 percent increase in
1996 realizations, caused primarily by the below market contract
expiration, was offset by reduced sales volumes and higher mining
costs, resulting in lower earnings from the phosphate rock operations.
Sulphur sales volumes for 1996 were 5 percent lower than the 1995
level. FRP has operated its Main Pass and Culberson mines at reduced
rates since March 1996 in response to lower domestic sulphur sales to
U.S. phosphate fertilizer producers. Sulphur market prices were
negatively affected by lower demand. Movement of Canadian sulphur to
the U.S. market fell in tandem with lower prices and Canadian
producers' concerns over anti-dumping actions taken by the U.S.
Department of Commerce. Unit production costs for 1996 rose slightly
from 1995 levels because of the reduced production levels and
increased energy costs. FRP's future sulphur sales volumes and
realizations will continue to depend on the level of demand from the
domestic phosphate fertilizer industry and the availability of
competing supplies from recovered sources. Since FRP's sulphur
consumption approximates its production, a change in the market price
of sulphur does not have a significant effect on earnings. FRP
continues to evaluate its sulphur business strategy in light of the
current sulphur market, including the possibility of reducing its
overall production level. FRP does not anticipate any change would
result in a material impact to its financial position or results of
operations.
Oil and Gas Operations - Main Pass oil operations achieved the
following:
1996 1995
---------- ----------
Sales (barrels) 1,895,500 2,217,600
Average realized price $19.49 $15.82
Operating income (in millions) $10.3 $1.9a
a. Included $1.8 million of stock appreciation rights costs.
Main Pass operating income for 1996 benefited from a significant
increase in average realizations caused by the overall rise in world
oil prices which occurred in mid-1996 and again in late 1996. Net
production for 1997 is expected to approximate 1996 levels, as
increased drilling activities are expected to generate production
sufficient to offset declining reservoir production.
In June 1996, FRP acquired a 25 percent leasehold interest in an
oil and gas joint venture to explore a 35,000 acre project area in
south Louisiana. In connection with the acquisition of this interest,
FRP reimbursed MOXY, a formerly owned affiliate of FTX, $2.1 million
for certain costs previously incurred on the project area. FRP
acquired its interest on the same proportionate basis as Phillips
Petroleum, which has a 50 percent leasehold interest in the project
area and is the operator of the joint venture.
Two high-potential, high-risk prospects have been identified to
date in the project area. The initial well on the East Fiddler's Lake
prospect was unsuccessful in finding commercial oil and gas reserves
and resulted in a charge of $2.5 million. The geological data from
this well is assisting drilling activity in the project area.
Drilling operations commenced on the North Bay Junop prospect in late
1996 and completion of drilling of this well is expected to occur in
the second quarter of 1997. Interpretation of the 3-D seismic survey
performed over the project area continues and has identified
additional leads that may develop into potential prospects.
1995 Compared With 1994. FTX benefited from the significant
strengthening in the phosphate fertilizer markets throughout 1995 and
the expansion of its sulphur production capacity, resulting in higher
revenues and improved operating results. Depreciation and
amortization for 1995 decreased $9.6 million from the 1994 amount,
caused primarily by a $10.5 million decline relating to FRP's
disproportionate interest in IMC-Agrico cash distributions, partially
offset by a $2.7 million increase resulting from the acquired sulphur
assets. General and administrative expenses for 1995 increased by
$19.6 million, primarily because of $18.5 million in stock
appreciation rights costs and early retirement charges.
Interest expense decreased from 1994 as a result of the
significant reduction in average debt levels brought about by FTX's
recapitalization. Income taxes for 1995 included the $62.8 million
benefit discussed earlier. Minority interests' share of net income
for 1995 rose reflecting the increased level of earnings at FRP and
included an additional $23.0 million charge ($26.5 million in 1994)
because FTX was not paid its proportionate share of FRP distributions.
Agricultural Minerals Operations - FRP's agricultural minerals
operations reported 1995 operating income of $205.9 million on
revenues of $960.0 million compared with operating income of $123.8
million on revenues of $730.4 million in 1994. Significant items
impacting operating income follow (in millions):
Agricultural minerals operating income -1994 $ 123.8
----------
Increases (decreases):
Sales volumes 81.3
Realizations 147.7
Other 0.6
----------
Revenue variance 229.6
Cost of sales (135.4)a
General and administrative (12.1)b
----------
82.1
----------
Agricultural minerals operating income -1995 $ 205.9
==========
a. Includes a reduction to depreciation of $26.3 million in 1995 and
$15.8 million in 1994 caused by FRP's disproportionate interest in
IMC-Agrico cash distributions.
b. 1995 included $10.5 million higher stock appreciation rights
costs.
FRP's 1995 phosphate fertilizer sales volumes were 7 percent
higher than those in 1994, as IMC-Agrico experienced excellent export
demand and strong domestic sales for DAP. The increased demand
resulted in IMC-Agrico phosphate fertilizer facilities operating near
capacity for the majority of 1995. This tight supply/demand situation
was reflected in improved phosphate fertilizer realizations, with
FRP's average DAP realization increasing 17 percent from 1994. FRP's
1995 DAP realizations included large forward sales to China at prices
which were ultimately below market prices at the time of shipment.
FRP's phosphate fertilizer unit production costs were increased from
1994, reflecting higher raw material costs for ammonia and phosphate
rock.
FRP's 1995 phosphate rock sales volumes were slightly higher than
in 1994. Increased demand from phosphate fertilizer producers and the
addition of a long-term supply contract in October 1994 were offset by
the expiration of a contract in October 1995. Because of the low
margin associated with sales under the expired contract, the impact to
earnings was not significant.
FRP's increased sulphur production capacity resulting from the
Culberson mine, combined with strong demand from the domestic
phosphate fertilizer industry, resulted in a 46 percent increase in
sales volumes. FRP also benefited from the strengthening in Tampa,
Florida sulphur prices during 1995. Main Pass unit production costs
for 1995 were virtually unchanged from 1994.
Oil and Gas Operations - In mid-1994, FTX distributed substantially
all its non-Main Pass oil and gas exploration activities to its common
stockholders as part of the MOXY distribution (Note 9). FRP's
operating results at Main Pass follow:
1995 1994
---------- ----------
Sales (barrels) 2,217,600 2,533,700
Averaged realized price $15.82 $13.74
Operating income (in millions) $1.9a $2.8
a. Included $1.8 million of stock appreciation rights costs.
CAPITAL RESOURCES AND LIQUIDITY
FTX's main source of cash flow is distributions from its ownership in
FRP. In connection with the February 1992 offering of FRP units, FRP
committed for a five-year period to providing public unitholders a
preferential right to receive quarterly distributions of 60 cents per
unit before paying any distributions to FTX. On January 17, 1997, FRP
declared 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 to FTX to $431.3 million. This
distribution completed that commitment and the preferential rights of
the publicly owned FRP units to receive minimum quarterly
distributions of 60 cents per unit ceased with 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 receive its
unpaid cash distributions from one-half of the quarterly distributable
cash after the payment of 60 cents per unit to all FRP unitholders.
If this distribution policy had been in effect for this distribution,
each FRP unitholder would have received approximately 42 cents per
unit. FRP's future distributions will depend on the distributions
received from IMC-Agrico, on the cash flow generated from FRP's
sulphur and oil operations, and on the level of and methods of
financing its capital expenditure needs, including reclamation and
growth projects. FRP's distributable cash in January 1997 included
$41.1 million from IMC-Agrico. Future distributions from IMC-Agrico
will depend primarily on the phosphate fertilizer market, discussed
earlier, and FRP's share of IMC-Agrico cash distributions (Current
Interest). FRP's Current Interest is 54.35 percent until June 30,
1997 and declines to 41.45 percent thereafter.
FTX's recapitalization and restructuring activities in 1995
significantly reduced its parent company obligations. However, FTX
retained certain obligations reported as liabilities on its balance
sheet related to its past business activities, including oil and gas
payments and employee benefit liabilities. It also has guaranteed the
debt of FM Properties Inc. (Note 8). FTX anticipates that its cash
distributions from FRP and amounts available to it under the credit
facility ($280.0 million of additional borrowings available to FRP at
February 4, 1997, $119.0 million of which is available to FTX) will be
sufficient to meet these obligations. In August 1995, the FTX Board
of Directors established a quarterly cash dividend policy of 9 cents
per common share. This dividend policy allows FTX to use additional
available funds to purchase FTX stock, purchase FRP units and/or
invest in new growth opportunities. The timing of FTX stock and FRP
unit purchases is dependent upon many factors, including their price,
FTX's financial condition and general economic and market factors.
Net cash provided by continuing operations was $236.9 million in
1996, $241.0 million in 1995 (excludes $138.6 million from
discontinued operations) and $170.6 million in 1994 (excludes $336.2
million from discontinued operations). Benefiting the 1995 and 1994
periods were working capital reductions achieved by IMC-Agrico and the
sale of receivables (Note 1).
Net cash used in investing activities totaled $51.0 million in
1996, $368.9 million in 1995 and $694.2 million in 1994. Investing
activities for 1995 and 1994 included significant expenditures by its
discontinued operations. Investing cash flows for 1996 included $13.0
million for a Florida phosphate rock reserve acquisition and 1995
included the Mallinckrodt animal feed ingredients acquisition. Based
on current estimates, capital expenditures for 1997 will approximate
$60 million. Sales of various non-core assets generated proceeds of
$4.0 million in 1996, $26.9 million in 1995 and $112.0 million in
1994.
Net cash provided by (used in) financing activities totaled
$(189.4) million in 1996, $(14.0) million in 1995 and $207.2 million
in 1994. During 1996, FTX acquired 3.7 million of its common shares
for $132.1 million and 0.1 million FRP units for $1.3 million. During
1995, FTX's equity purchases totaled $160.8 million, acquiring 1.0
million of its common shares for $44.8 million, 5.3 million FCX shares
for $111.7 million and 0.3 million FRP units for $4.3 million. During
1994, FTX's equity purchases consisted primarily of 0.6 million of its
common shares for $67.7 million and 2.2 million FCX shares for $47.6
million. Net borrowings (including debt offerings and redemptions)
totaled $79.4 million in 1996 and $398.3 million in 1994, compared
with net repayments of $153.7 million in 1995. During 1995, FTX sold
23.9 million FCX shares for net proceeds of $497.2 million, which was
used to retire all parent company debt. During 1994, FCX sold
preferred stock to finance its significant expansion-related capital
expenditures. Distributions to FCX minority interests reflect the
mid-1995 distribution of FCX. The reduction in cash dividends results
from changes in FTX's dividend policy and the conversion of FTX's
preferred stock to common stock in mid-1995.
ENVIRONMENTAL
FTX has a history of commitment to environmental responsibility.
Since the 1940s, long before public attention focused on 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
local, state and federal laws and regulations, and prescribes the use
of periodic environmental audits of all facilities to evaluate
compliance status and communicate that information to management. FTX
has access to environmental specialists who have developed and
implemented corporatewide environmental programs. FTX's operating
units continue to study methods to reduce discharges and emissions.
Federal legislation (sometimes referred to as "Superfund")
requires payments for cleanup of certain waste sites, even though
waste management activities were performed in compliance with
regulations applicable at the time. Under the Superfund legislation,
one party may, under certain circumstances, be required to bear more
than its proportional share of cleanup costs at a site where it has
responsibility pursuant to the legislation, if payments cannot be
obtained from other responsible parties. Other legislation mandates
cleanup of certain wastes at operating sites. States also have
regulatory programs that can mandate waste cleanup. Liability under
these laws involves inherent uncertainties.
FTX has received notices from governmental agencies that it is
one of several to many potentially responsible parties at certain
sites under relevant federal and state environmental laws. Some of
these sites involve significant cleanup costs; however, at most of
these sites other large and viable companies with equal or larger
proportionate shares are among the potentially responsible parties.
The ultimate settlement for such sites usually occurs several years
subsequent to the receipt of notices identifying potentially
responsible parties because of the many complex technical and
financial issues associated with site cleanup. FTX believes that the
aggregation of any costs associated with the potential liabilities at
those sites for which notification has been received will not exceed
amounts accrued and expects that any costs would be incurred over a
period of years. FTX is aware that additional sites may receive such
notices in the future. The costs associated with any sites for which
notifications have not been received are uncertain and cannot be
estimated at present. However, FTX believes that these costs, should
they be incurred, will not have a material adverse effect on its
operations or financial position.
FTX maintains insurance coverage in amounts deemed prudent for
certain types of damages associated with environmental liabilities
which arise from unexpected and unforeseen events and has an
indemnification agreement covering certain acquired sites (Note 8).
FTX has made, and will continue to make, expenditures at its
operations for protection of the environment. Continued government
and public emphasis on environmental issues can be expected to result
in increased future investments for environmental controls, which will
be charged against income from future operations. Present and future
environmental laws and regulations applicable to FTX's operations may
require substantial capital expenditures and may affect its operations
in other ways that cannot now be accurately predicted.
CAUTIONARY STATEMENT
Management's discussion and analysis contains forward-looking
statements regarding sales and production volumes, capital
expenditures, product markets, etc. Important factors that might
cause future results to differ from these projections are described in
more detail in FTX's Form 10-K for the year ended December 31, 1996
filed with the Securities and Exchange Commission.
--------------------------------
The results of operations reported and summarized above are not
necessarily indicative of future operating results.
REPORT OF MANAGEMENT
Freeport-McMoRan Inc. (the Company) is responsible for the preparation
of the financial statements and all other information contained in
this Annual Report. The financial statements have been prepared in
conformity with generally accepted accounting principles and include
amounts that are based on management's informed judgments and
estimates.
The Company maintains a system of internal accounting controls
designed to provide reasonable assurance at reasonable costs that
assets are safeguarded against loss or unauthorized use, that
transactions are executed in accordance with management's
authorization and that transactions are recorded and summarized
properly. The system is tested and evaluated on a regular basis by
the Company's internal auditors, Price Waterhouse LLP. In accordance
with generally accepted auditing standards, the Company's independent
public accountants, Arthur Andersen LLP, have developed an overall
understanding of our accounting and financial controls and have
conducted other tests as they consider necessary to support their
opinion on the financial statements.
The Board of Directors, through its Audit Committee composed
solely of non-employee directors, is responsible for overseeing the
integrity and reliability of the Company's accounting and financial
reporting practices and the effectiveness of its system of internal
controls. Arthur Andersen LLP and Price Waterhouse LLP meet regularly
with, and have access to, this committee, with and without management
present, to discuss the results of their audit work.
Rene L. Latiolais Robert M. Wohleber
President and Senior Vice President and
Chief Executive Officer Chief Financial Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF FREEPORT-McMoRan INC.:
We have audited the accompanying balance sheets of Freeport-McMoRan
Inc. (the Company), a Delaware Corporation, and consolidated
subsidiaries as of December 31, 1996 and 1995, and the related
statements of income, cash flow and stockholders' equity for each of
the three years in the period ended December 31, 1996. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the
financial statements of IMC-Agrico Company (the Joint Venture). The
Company's share of the Joint Venture constitutes 47 percent and 44
percent of assets as of December 31, 1996 and 1995, and 82 percent, 80
percent and 85 percent of the Company's total revenues for the years
ended December 31, 1996, 1995 and 1994, respectively. Those
statements were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts
included for the Company's interest in the Joint Venture, is based
solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of
other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly,
in all material respects, the financial position of Freeport-McMoRan
Inc. and consolidated subsidiaries as of December 31, 1996 and 1995
and the results of its operations and its cash flow for each of the
three years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles.
New Orleans, Louisiana, Arthur Andersen LLP
January 21, 1997
FREEPORT-MCMORAN INC.
BALANCE SHEETS
December 31,
---------------------
1996 1995
---------- ----------
(In Thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 19,977 $ 23,496
Accounts receivable:
Customers 44,256 58,220
Other 27,539 42,774
Inventories:
Products 106,002 83,924
Materials and supplies 35,156 35,086
Prepaid expenses and other 5,065 4,499
---------- ----------
Total current assets 237,995 247,999
---------- ----------
Property, plant and equipment 1,892,577 1,978,065
Less accumulated depreciation and
amortization 927,790 978,225
---------- ----------
Net property, plant and equipment 964,787 999,840
---------- ----------
Other assets 48,641 72,631
---------- ----------
Total assets $1,251,423 $1,320,470
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued
liabilities $ 168,557 $ 180,766
Long-term debt, less current
portion 441,030 359,501
Accrued postretirement benefits
and pension costs 182,832 170,542
Reclamation and mine shutdown
reserves 106,374 128,981
Other liabilities and deferred
credits 84,247 92,722
Minority interest 174,081 196,021
Stockholders' equity:
Convertible exchangeable preferred
stock, par value $1 per share, at
liquidation value, authorized
50,000,000 shares 50,084 50,084
Common stock, par value $0.01
per share, authorized 100,000,000
shares 340 337
Capital in excess of par value of
common stock 527,491 522,694
Retained earnings 124,044 92,746
Common stock held in treasury
-9,790,000 and 6,016,800
shares, respectively, at cost (607,657) (473,924)
---------- ----------
94,302 191,937
---------- ----------
Total liabilities and
stockholders' equity $1,251,423 $1,320,470
========== ==========
The accompanying Notes to Financial Statements are an integral part of
these financial statements.
FREEPORT-McMoRan INC.
STATEMENTS OF INCOME
Years Ended December 31,
-------------------------------------------------
1996 1995 1994
---------- ---------- ---------
(In Thousands, Except Per Share Amounts)
Revenues $ 957,456 $ 995,857 $ 770,112
Cost of sales:
Production and
delivery 662,397 688,260 556,746
Depreciation and
amortization 38,927 46,784 56,411
---------- ---------- ----------
Total cost of
sales 701,324 735,044 613,157
Gain on IMC-Agrico
investment (11,917) - -
Exploration expenses 2,485 - 6,672
General and admin-
istrative expenses 60,208 77,933 58,379
---------- ---------- ----------
Total costs and
expenses 752,100 812,977 678,208
---------- ---------- ----------
Operating income 205,356 182,880 91,904
Interest expense,
net (34,155) (49,655) (71,565)
Other income
(expense), net 1,332 9,624 (1,245)
---------- --------- ----------
Income before
minority interest
and income taxes 172,533 142,849 19,094
Minority interest in
net income of
consolidated
subsidiaries (100,279) (101,432) (67,364)
Income tax
(provision)
benefit (27,164) 50,983 13,138
---------- ---------- ----------
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
========== ========== ==========
Net income per
primary share:
Before discon-
tinued opera-
tions and
extraordinary
loss $1.55 $1.92 $(2.46)
Discontinued
operations - 13.05 4.64
Extraordinary
loss - - (.39)
----- ------ -------
$1.55 $14.97 $ 1.79
===== ====== =======
Net income per fully
diluted share:
Before discon-
tinued opera-
tions and
extraordinary
loss $1.55 $2.56 $(2.46)
Discontinued
operations - 11.64 4.64
Extraordinary loss - - (.39)
----- ------ ------
$1.55 $14.20 $ 1.79
===== ====== ======
Average common and
common equivalent
shares outstanding:
Primary 26,275 26,081 23,204
====== ====== =======
Fully diluted 26,275 29,240 23,204
====== ====== =======
Dividends per common share:
Cash $.36 $.18 $1.875
Property - 108.41 7.768
---- ------- -------
$.36 $108.59 $9.643
==== ======= =======
The accompanying Notes to Financial Statements are an integral part of
these financial statements.
FREEPORT-MCMORAN INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31,
-------------------------------------
1996 1995 1994
---------- ---------- ----------
(In Thousands)
$4.375 Convertible exchangeable
preferred stock:
Balance at beginning of year $ 50,084 $ 250,000 $ 250,000
Conversions to common stock - (199,916) -
---------- ---------- ----------
Balance at end of year 50,084 50,084 250,000
---------- ---------- ----------
Common stock:
Balance at beginning of year 337 166,365 165,293
Conversions to common stock and
other 3 32,649 1,072
One-for-six reverse stock split and
change in par value - (198,677) -
---------- ---------- ----------
Balance at end of year 340 337 166,365
---------- ---------- ----------
Capital in excess of par value
of common stock:
Balance at beginning of year 522,694 - 21,868
Dividends on common stock - (1,427) (35,600)
Distribution of FCX - (240,721) -
Conversions to common stock and
other 4,797 566,165 13,732
One-for-six reverse stock split and
change in par value - 198,677 -
---------- ---------- ----------
Balance at end of year 527,491 522,694 -
---------- ---------- ----------
Retained earnings (deficit):
Balance at beginning of year 92,746 (221,925) (81,224)
Net income 45,090 432,824 63,475
Dividends on preferred stock (4,382) (42,283) (22,032)
Dividends on common stock (9,410) (39,166) (182,144)
Sale of Freeport Copper Company to
FCX - 15,600 -
Distribution of FCX - (52,304) -
---------- ---------- ----------
Balance at end of year 124,044 92,746 (221,925)
---------- ---------- ----------
Common stock held in treasury:
Balance at beginning of year (473,924) (424,907) (355,288)
Purchase of 3,729,600, 981,300 and
638,600 shares, respectively (132,118) (44,752) (67,747)
Other (1,615) (4,265) (1,872)
---------- ---------- ----------
Balance at end of year (607,657) (473,924) (424,907)
---------- ---------- ----------
Total stockholders' equity $ 94,302 $ 191,937 $ (230,467)
========== ========== ==========
The accompanying Notes to Financial Statements are an integral part of
these financial statements.
FREEPORT-McMoRan INC.
STATEMENTS OF CASH FLOW
Years Ended December 31,
------------------------------------
1996 1995 1994
---------- ---------- ----------
(In Thousands)
Cash flow from operating activities:
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 38,927 99,622 137,038
Gain on IMC-Agrico investment (11,917) - -
Oil and gas exploration expenses 2,485 - 5,231
(Recognition) deferral of unearned
income (38) (36,207) 36,207
Amortization of debt discount and
financing costs 2,207 16,112 37,128
Gain on FCX securities
transactions - (435,060) (114,750)
Loss on recapitalization of
FTX securities - 44,371 -
Deferred income taxes 22,004 46,290 96,065
Minority interests' share of
net income 100,279 184,425 168,951
Cash distributions from IMC-Agrico
in excess of interest in capital 49,354 40,835 43,293
Reclamation and mine shutdown
expenditures (13,634) (10,545) (9,837)
(Increase) decrease in working
capital, net of effect of
acquisitions and dispositions:
Accounts receivable 41,741 11,374 (44,614)
Inventories (23,405) (22,851) (76,527)
Prepaid expenses and other (607) 1,705 7,350
Accounts payable and accrued
liabilities (34,408) (6,337) 163,283
Other 18,818 13,025 (14,574)
---------- ---------- ----------
Net cash provided by operating
activities 236,896 379,583 506,827
---------- ---------- ----------
Cash flow from investing activities:
Capital expenditures:
FRP (53,580) (39,485) (29,681)
FCX - (308,099) (743,470)
Other (1,436) (2,070) (33,070)
Sale of assets:
Geothermal - - 36,910
Other 4,000 26,906 75,092
Mallinckrodt purchase - (46,200) -
---------- ---------- ----------
Net cash used in investing
activities $ (51,016) $ (368,948) $ (694,219)
---------- ---------- ----------
FREEPORT-McMoRan INC.
STATEMENTS OF CASH FLOW
Years Ended December 31,
----------------------------------
1996 1995 1994
---------- ------ -------
(In Thousands)
Cash flow from financing activities:
Purchase of FTX common shares $ (132,118) $ (44,752) $ (67,747)
Purchase of FCX Class A common
shares - (111,747) (47,596)
Purchase of FRP units (1,305) (4,314) (1,342)
Distribution of MOXY shares - - (35,441)
Proceeds from debt 253,668 739,795 780,753
Repayment of debt (322,105) (597,700) (501,901)
Proceeds from (purchase of) debt
securities:
ABC debentures - (280,826) -
6.55% Senior notes - (14,955) -
10 7/8% Senior debentures - - (142,919)
FRP notes 147,831 - 146,125
FCX notes - - 116,276
Proceeds from sale of FCX equity
securities - 497,166 252,985
Distributions paid to minority
interests:
FRP (121,994) (121,439) (121,184)
FCX - (59,970) (110,312)
Cash dividends paid:
Common stock (9,346) (5,168) (44,467)
Preferred stock (4,382) (8,757) (22,110)
Other 352 (1,380) 6,088
---------- ---------- ----------
Net cash provided by (used in)
financing activities (189,399) (14,047) 207,208
---------- ---------- ----------
Net increase (decrease) in cash
and cash equivalents (3,519) (3,412) 19,816
Net (increase) decrease
attributable to discontinued
operations - 13,098 (30,454)
Cash and cash equivalents at
beginning of year 23,496 13,810 24,448
---------- ---------- ----------
Cash and cash equivalents at
end of year $ 19,977 $ 23,496 $ 13,810
========== ========== ==========
Interest paid $ 30,954 $ 85,861 $ 94,631
========== ========== ==========
Income taxes paid $ 110 $ 72,458 $ 42,576
========== ========== ==========
The accompanying Notes to Financial Statements, which include
information in Notes 1-4, 6, 7 and 9 regarding noncash transactions,
are an integral part of these financial statements.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The consolidated financial statements of
Freeport-McMoRan Inc. (FTX) include all majority-owned subsidiaries
and its majority owned publicly traded partnership, Freeport-McMoRan
Resource Partners, Limited Partnership (Note 2). Investments in joint
ventures and partnerships (other than publicly traded entities),
including IMC-Agrico Company (Note 2), are reflected using the
proportionate consolidation method in accordance with standard
industry practice. All significant intercompany transactions have
been eliminated. Certain prior year amounts have been reclassified to
conform to the 1996 presentation.
Use of Estimates. The preparation of FTX's financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. The
more significant areas requiring the use of management estimates
include the allowances for obsolete inventory and uncollectible
receivables, reclamation and environmental obligations, postretirement
and other employee benefits, valuation allowances for deferred tax
assets, future cash flow associated with assets, and useful lives for
depreciation and amortization. Actual results could differ from those
estimates.
Cash and Cash Equivalents. Highly liquid investments purchased with a
maturity of three months or less are considered cash equivalents.
Cash and cash equivalents held by consolidated entities are not
available to FTX until a distribution is paid to all owners of an
entity's equity securities.
Accounts Receivable. IMC-Agrico Company (IMC-Agrico) has an agreement
whereby it can sell on an ongoing basis up to $65.0 million of
accounts receivable. FTX's accounts receivable at December 31, 1996
and 1995 were net of $23.9 million and $28.3 million of receivables
sold, respectively.
Inventories. Inventories are stated at the lower of average cost or
market.
Property, Plant and Equipment. Property, plant and equipment are
carried at cost, including interest capitalized during the
construction and development period. Expenditures for replacements
and improvements are capitalized. Depreciation for mining and
production assets, including mineral interests, is determined using
the unit-of-production method based on estimated recoverable reserves.
Other assets are depreciated on a straight-line basis over estimated
useful lives of 17 to 30 years for buildings and 5 to 25 years for
machinery and equipment.
In 1995, the Financial Accounting Standards Board issued
Statement No. 121 (FAS 121) which requires a reduction of the carrying
amount of long-lived assets to fair value when events indicate that
the carrying amount may not be recoverable. FTX adopted FAS 121
effective January 1, 1995, the effect of which was not material.
Oil and Gas Costs. FTX follows the successful efforts method of
accounting for its oil and gas operations. Costs of leases,
productive exploratory wells and development activities are
capitalized. Other exploration costs are expensed. Depreciation and
amortization is determined on a field-by-field basis using the unit-
of-production method. Gain or loss is included in income when
properties are sold.
Environmental Remediation and Compliance. FTX incurs significant
costs for environmental programs and projects. Expenditures
pertaining to future revenues from operations are capitalized.
Expenditures resulting from the remediation of conditions caused by
past operations which do not contribute to future revenue generation
are expensed. Liabilities are recognized for remedial activities when
the efforts are probable and the cost can be reasonably estimated.
Estimated future expenditures to restore properties and related
facilities to a state required to comply with environmental and other
regulations are accrued over the life of the properties. The future
expenditures are estimated based on current costs, laws and
regulations. As of December 31, 1996, FTX had accrued $54.3 million
for abandonment and restoration of its non-operating sulphur assets,
$43.2 million for reclamation of land relating to mining and
processing phosphate rock and $20.3 million for the dismantlement and
abandonment of certain oil and gas properties (a total of $37.0
million reflected in accounts payable, $14.6 million of which will be
reimbursed by third parties). FTX's share of abandonment and
restoration costs for its two operating sulphur mines is estimated to
total approximately $50 million, $18.3 million of which had been
accrued at December 31, 1996, with essentially all costs being
incurred after mine closure. These estimates are by their nature
imprecise and can be expected to be revised over time because of
changes in government regulations, operations, technology and
inflation.
Net Income Per Share. Primary net income per share is computed by
dividing net income applicable to common stock by the average common
and common equivalent shares outstanding. Fully diluted net income
per share is computed assuming all convertible securities, if
dilutive, were converted at the beginning of the period or date of
issuance, whichever is later.
2. FREEPORT-McMoRAN RESOURCE PARTNERS, LIMITED PARTNERSHIP (FRP)
FTX's fertilizer and sulphur operations and its Main Pass oil
operations are conducted through its publicly traded affiliate, FRP.
FTX owned 51.6 percent of the FRP units outstanding at December 31,
1996.
In 1993, FRP and IMC Global Inc. (IGL) formed the IMC-Agrico
joint venture, operated by IGL, for their respective phosphate
fertilizer businesses, including phosphate rock. FRP's "Current
Interest," reflecting cash to be distributed from ongoing operations,
initially was 58.6 percent and its "Capital Interest," reflecting the
purchase or sale of long-term assets or any required capital
contributions, was 46.5 percent. In March 1996, FRP and IGL increased
FRP's ownership in IMC-Agrico by 0.85 percent, resulting in FRP
recognizing a gain of $11.9 million from the increased share of IMC-
Agrico's net assets. These ownership percentages were 54.35 percent
and 43.05 percent, respectively, at December 31, 1996 and decline to
41.45 percent in July 1997 and remain constant thereafter. At
December 31, 1996, FRP's investment in IMC-Agrico totaled $399.6
million. IMC-Agrico's assets are not available to FRP until
distributions are paid by the joint venture.
On January 17, 1997, FRP declared 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 to 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 with 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 receive its unpaid cash distributions from one-
half of the quarterly distributable cash after the payment of 60 cents
per unit to all FRP unitholders.
FTX recognized additional minority interest charges of $14.4
million in 1996, $23.0 million in 1995 and $26.5 million in 1994
because it was not paid its proportionate share of FRP distributions.
In the first quarter of 1997, FTX will recognize an additional $9.3
million minority interest charge in connection with the final
quarterly distribution under the public unitholders' preferential
distribution priority. However, to the extent the cumulative unpaid
distributions are reduced in the future, FTX will recognize a
disproportionately greater share of FRP's reported earnings.
3. FREEPORT-McMoRAN COPPER & GOLD INC. (FCX)
In July 1995, FTX distributed 117,909,323 shares of FCX Class B common
stock to FTX common stockholders. As a result of FTX no longer owning
any interest in FCX, FTX's financial statements reflect activities
related to FCX's operations as discontinued. In connection with a
recapitalization of its liabilities, prior to the FCX distribution,
FTX sold 23.9 million shares of FCX Class A common stock in 1995 to
The RTZ Corporation PLC (RTZ) for net proceeds of $497.2 million,
recognizing a pretax gain of $435.1 million. Discontinued operations
results follow (in thousands):
1995 1994
---------- ----------
Revenues $ 830,275 $1,212,284
========== ==========
Income from discontinued operations $ 221,927 $ 256,079
Minority interest (82,992) (101,588)
Provision for taxes (95,436) (115,357)
---------- ----------
43,499 39,134
Gain on FCX securities transactions 435,060 114,750
Recapitalization losses (Note 4) (44,371) -
Provision for taxes (93,764) (46,169)
---------- ----------
$ 340,424 $ 107,715
========== ==========
Income from discontinued operations includes allocated interest
from FTX totaling $16.6 million in 1995 and $21.8 million in 1994.
Interest expense was allocated to discontinued operations based on
the ratio of net assets to be discontinued to the sum of total
consolidated net assets of FTX plus FTX's consolidated debt.
In 1995, FCX paid FTX $25.0 million for 100 percent of the stock
of Freeport Copper Company whose sole asset was a 50 percent interest
in a joint venture controlling approximately 7,600 contiguous acres in
Arizona. The joint venture was involved in a research project for an
experimental in-situ leaching process that would be used to mine
copper.
4. LONG-TERM DEBT
December 31,
-----------------------
1996 1995
---------- ----------
Notes payable: (In Thousands)
Credit Agreement, average rate
6.4% in 1996 and 7.1% in 1995 $ 88,000 $ 196,400
IMC-Agrico debt 53,403 13,440
Publicly traded notes:
FRP 7% Senior Notes due 2008 150,000 -
FRP 8 3/4% Senior Subordinated
Notes due 2004 150,000 150,000
---------- ----------
441,403 359,840
Less current portion, included in
accounts payable 373 339
---------- ----------
$ 441,030 $ 359,501
========== ==========
Notes Payable. In November 1996, FTX amended its variable rate
revolving credit facility (the Credit Agreement) increasing the
borrowing availability, lowering the interest rates and extending the
maturity date. The facility now provides $350 million of credit, all
of which is available to FRP ($262.0 million of additional borrowings
available at December 31, 1996) and $150 million of which is available
to FTX ($112.0 million of additional borrowings available at December
31, 1996), through November 2001. Under this facility, FTX is
required to retain control of FRP and FRP is not permitted to enter
into any agreement restricting its ability to make distributions or
create liens on its assets. As security for the banks for FTX
borrowings, FTX has pledged units representing 50.1 percent of FRP.
The Credit Agreement provides for FRP minimum working capital
requirements, specified cash flow to interest coverage, maximum debt
to capitalization ratios and restrictions on other borrowings.
IMC-Agrico has committed variable rate lines of credit
aggregating $125 million. Borrowings under these facilities are
unsecured with a negative pledge on substantially all of IMC-Agrico's
assets. These lines have minimum capital, fixed charge and current
ratio requirements for IMC-Agrico; limit IMC-Agrico indebtedness and
restrict the ability of IMC-Agrico to make cash distributions in
excess of distributable cash generated.
FTX and FRP entered into interest rate swaps to manage exposure
to rate changes on a portion of their variable rate debt. Under 1986
agreements, FTX paid an average fixed rate of 8.2 percent on $150.1
million of financing until April 1996. FTX and FRP pay 10.2 percent
on agreements entered into in late 1987 and early 1988 on $41.3
million of financing at December 31, 1996, reducing annually through
1999. FTX received an average interest rate of 5.8 percent in 1996,
6.1 percent in 1995 and 4.4 percent in 1994, resulting in additional
interest costs of $3.3 million, $5.4 million and $9.8 million,
respectively. Based on market conditions at December 31, 1996,
unwinding these interest swaps would require an estimated $2.8
million.
Publicly Traded Notes. In February 1996, FRP sold publicly $150
million of its 7% Senior Notes and in February 1994, sold publicly
$150 million of its 8 3/4% Senior Subordinated Notes. Based on
December 31,1996 closing market prices, this debt had a fair value of
$141.3 million and $155.3 million, respectively.
In June 1995, FTX redeemed $749.2 million principal amount of its
Zero Coupon Convertible Subordinated Debentures (ABC Debentures) for
$280.8 million (equal to book value) and redeemed $16.4 million face
amount of 6.55% Convertible Subordinated Notes (6.55% Notes), with a
book value of $14.1 million, for $15.0 million. Prior to the
redemption, FTX increased the number of common shares that would be
received upon conversion of the 6.55% Notes. Holders of $356.6
million face amount of 6.55% Notes converted their notes at the
enhanced rate into 3.3 million FTX common shares. FTX recorded a
pretax loss on recapitalization of the ABC Debentures and 6.55% Notes
totaling $44.4 million.
During 1994, FTX defeased $125.3 million of its 10 7/8% Senior
Subordinated Debentures resulting in a $9.1 million after-tax
extraordinary loss.
Minimum Principal Payments. Payments scheduled for each of the five
succeeding years based on the amounts and terms outstanding at
December 31, 1996 are $0.4 million, $0.4 million, $0.5 million, $0.5
million and $128.5 million.
5. INCOME TAXES
Income taxes are recorded pursuant to FAS 109. The components of
FTX's deferred taxes follow:
December 31,
-----------------------
1996 1995
---------- ----------
Deferred tax asset: (In Thousands)
Alternative minimum tax credits $ 54,422 $ 49,780
Other tax carryforwards 32,385 31,256
Deferred compensation,
postretirement and pension
benefits 47,675 52,216
Reclamation and shutdown reserve 23,940 29,492
Basis in subsidiaries 4,736 8,094
Other 17,780 20,141
Valuation allowance (11,624) (11,489)
---------- ----------
Total deferred tax asset 169,314 179,490
---------- ----------
Deferred tax liability:
Property, plant and equipment (124,309) (106,790)
IMC-Agrico earnings (19,610) (20,323)
Other (33,984) (38,963)
---------- ----------
Total deferred tax liability (177,903) (166,076)
---------- ----------
Net deferred tax asset (liability) $ (8,589) $ 13,414
========== ==========
FTX believes that no valuation allowance is needed for its
alternative minimum tax (AMT) credits because historically it has been
able to use substantially all of its tax benefits and AMT credits can
be carried forward indefinitely. During 1995, primarily because of
the distribution of FCX and FTX's recapitalization, all net operating
loss carryforwards were utilized. As a result of using its net
operating loss carryforwards, FTX determined that it is more likely
than not that the majority of its other tax credits would be utilized
and, accordingly, reduced the previously established valuation
allowance by $27.4 million. FTX has provided a valuation allowance
for its charitable contribution carryforwards as they are limited to
ten percent of taxable income and substantially all expire between
1997 and 2001.
FTX does not provide deferred taxes for financial and income tax
reporting basis differences related to its investment in FRP which are
considered permanent in duration (approximately $320 million). FTX
believes it will ultimately be able to eliminate these differences on
a tax-free basis. If ownership in FRP were to fall below 50 percent
or if FTX were to determine that such difference will not be
eliminated tax-free, FTX would be required to charge earnings for
taxes on the difference between the book and tax basis of its
investment.
The income tax (provision) benefit from continuing operations
consists of the following:
1996 1995 1994
---------- ---------- ----------
(In Thousands)
Current income taxes:
Federal $ (2,885) $ 116,920 $ (7,206)
State (2,275) 13,286 788
---------- ---------- ----------
(5,160) 130,206 (6,418)
---------- ---------- ----------
Deferred income taxes:
Federal (19,793) (62,218) 20,482
State (2,211) (17,005) (926)
---------- ---------- ----------
(22,004) (79,223) 19,556
---------- ---------- ----------
$ (27,164) $ 50,983 $ 13,138
========== ========== ==========
Reconciliations of the differences between income taxes from
continuing operations computed at the federal statutory tax rate and
income taxes recorded follow:
1996 1995 1994
---------- ---------- ----------
Amount Percent Amount Percent Amount Percent
---------- -------- ------- ------- ------ -------
(Dollars In Thousands)
Income taxes
computed at
the federal
statutory
tax rate $ (60,387) 35% $(49,997) 35% $(6,683) 35%
(Increase)
decrease
attrib-
utable to:
Statutory
depletion 4,899 (3) 5,594 (4) 1,780 (9)
Partnership
minority
interests 37,705 (22) 38,139 (27) 25,342 (133)
Taxes no
longer
required - - 35,449 (25) - -
Change in
valuation
allowance 135 - 27,350 (19) - -
Minimum and
state
taxes (4,486) 3 (3,719) 3 (138) 1
Other (5,030) 3 (1,833) 1 (7,163) 37
---------- ------ ------- ------- ------- -------
Income tax
(provision)
benefit $ (27,164) 16% $50,983 (36) % $13,138 (69)%
========== ======= ======== ======= ======= ======
6. STOCKHOLDERS' EQUITY
Preferred Stock. FTX has outstanding one million shares of its $4.375
Preferred Stock, which can be redeemed at $52.1875 per share effective
March 1, 1997. Each share is convertible into FTX common stock at a
conversion price of $27.36 per share, the equivalent of approximately
1.8 shares of FTX common stock. In April 1995, FTX exchanged 1.9
million common shares for 4.0 million shares of its $4.375 Preferred
Stock in accordance with an exchange offer whereby FTX temporarily
increased the shares issuable upon conversion. As a result of the
exchange offer, FTX recorded a noncash charge of $33.5 million to
preferred dividends.
Common Stock. In October 1995, FTX effected a one-for-six reverse
stock split of its common stock and changed the par value from $1.00
per share to $0.01 per share.
In June 1994, FTX changed its dividend policy and distributed
quarterly 0.075 FCX common shares for each FTX common share owned in
lieu of paying a $1.875 quarterly cash dividend to its stockholders.
FTX recorded a pretax gain of $105.5 million in 1994 related to these
property dividends which is included in discontinued operations. In
August 1995, FTX established a quarterly cash dividend of 9 cents per
FTX common share.
Stock Options. FTX's stock option plans provide for the issuance of
stock options and stock appreciation rights (SARs) at no less than
market value at time of grant. FTX can grant options to eligible
participants to purchase up to 1.3 million shares under its 1996 Stock
Option Plans. The 1988 Stock Option Plan for Non-Employee Directors
authorizes FTX to grant options to purchase up to 250,000 shares.
Options are generally exercisable in 25 percent annual increments
beginning one year from the date of grant and expire 10 years after
the date of grant. Under certain options, FTX will pay cash to the
optionee equal to an amount based on the maximum individual federal
income tax rate in effect at the time of exercise. In connection with
the distribution of FCX shares, each option was adjusted to preserve
the economic value of the option and resulted in an adjustment to the
average option price based on the value of the distribution. A
summary of stock options outstanding, including 0.3 million SARs,
follows:
1996 1995
---------------------- ------------------------
Number of Average Number of Average
Options Option Price Options Option Price
---------- ---------- ---------- -------------
Beginning of year 1,458,040 $18.84 2,613,588 $98.76
Granted 1,104,804 34.94 21,667 105.36
Adjustments - 63,105
Exercised (388,942) 18.21 (1,177,285) 23.98
Expired/forfeited (31,667) 21.92 (63,035) 89.46
---------- ----------
End of year 2,142,235 27.21 1,458,040 18.84
========== ==========
At December 31, 1996, stock options representing 0.9 million
shares were exercisable at an average option price of $19.01 per
share. Options for approximately 543,000 shares and 73,000 shares
were available for new grants under the 1996 and 1988 Stock Option
Plans, respectively, as of December 31, 1996.
Summary information of fixed stock options outstanding at
December 31, 1996 follows:
Options Outstanding Options Exercisable
-------------------------------- ----------------------
Weighted Weighted Weighted
Average Average Average
Number of Remaining Option Number of Option
Options Life Price Options Price
---------- --------- -------- --------- -------
$13.72 to $22.37 814,176 5 years $19.10 685,820 $19.00
$34.81 to $36.69 1,076,976 9 years 34.90 - -
---------- ----------
1,891,152 685,820
========== ==========
FTX has adopted the disclosure-only provisions of FAS No. 123 and
continues to apply APB Opinion No. 25 and related interpretations in
accounting for its stock-based compensation plans. Accordingly, no
compensation cost has been recognized for FTX's fixed stock option
grants. FTX recognized no significant charges in 1996, versus $15.5
million in 1995, for the cost of SARs caused by changes in FTX's
common stock price. Had compensation cost for FTX's fixed stock
option grants been determined based on the fair value at the grant
dates for awards under those plans consistent with FAS 123, FTX's
stock based compensation costs would have been increased by $2.9
million ($1.0 million to net income or $0.04 per share) in 1996 and
remained essentially unchanged in 1995. For the pro forma
computations, the fair values of the fixed option grants were
estimated on the dates of grant using the Black-Scholes option-pricing
model. The weighted average fair value for fixed stock option grants
was $16.34 per option in 1996 and $6.76 per option in 1995. The
weighted average assumptions used include a risk-free interest rate of
6.6 percent in 1996 and 6.4 percent in 1995, expected volatility of
27.5 percent in 1996 and 17.3 percent in 1995, expected lives of 10
years and an annual dividend of $0.36 per share. The pro forma
effects on net income for 1996 and 1995 are not representative of
future years because they do not take into consideration grants made
prior to 1995. No other discounts or restrictions related to vesting
or the likelihood of vesting of fixed stock options were applied.
7. PENSION AND OTHER EMPLOYEE BENEFITS
The FTX pension plan covers substantially all United States and
certain overseas employees. Employees covered by collective
bargaining agreements and most nonresident aliens, many of whom are
covered by other plans, are not included. In June 1996, FTX changed
the pension benefit formula to a cash balance formula from the prior
benefit calculation based on years of service and final average pay.
Under the amended plan, FTX credits each participant's account
annually with at least 4 percent of the participant's qualifying
compensation. Additionally, interest is credited annually to each
participant's account balance. FTX funds its pension liability in
accordance with Internal Revenue Service guidelines. Additionally,
for those participants in the qualified defined benefit plan whose
benefits are limited under federal income tax laws, FTX sponsors an
unfunded nonqualified plan. Information on the two plans follows:
December31,
-----------------------
1996 1995
---------- ----------
Actuarial present value of benefit
obligations (projected unit credit
method): (In Thousands)
Vested $ 92,737 $ 136,836
Nonvested 143 3,961
---------- ----------
Accumulated benefit obligations $ 92,880 $ 140,797
========== ==========
Projected benefit obligations
(projected unit credit method) $ (105,625) $ (174,074)
Less plan assets at fair value 131,417 130,970
---------- ----------
Plan assets in excess of (less than)
projected benefit obligations 25,792 (43,104)
Unrecognized net (gain) loss from
past experience different from
that assumed (32,637) 22,202
Unrecognized prior service costs (7,308) 3,848
Unrecognized net asset (2,211) (3,288)
---------- ----------
Accrued pension cost $ (16,364) $ (20,342)
========== ==========
In determining the present value of benefit obligations for 1996
and 1995, FTX used a 7.75 percent and 7 percent discount rate,
respectively, a 5 percent annual increase in future compensation
levels and a 9 percent average expected rate of return on assets.
Net pension cost for continuing operations includes the
following:
1996 1995 1994
---------- ---------- ----------
(In Thousands)
Service cost $ 2,624 $ 4,429 $ 5,668
Interest cost on projected benefit
obligations 8,066 10,083 9,008
Actual return on plan assets (16,444) (26,526) 126
Net amortization and deferral 6,580 17,450 (8,814)
Termination benefits - 4,292 2,404
---------- ---------- ----------
Net pension cost $ 826 $ 9,728 $ 8,392
========== ========== ==========
FTX also provides certain health care and life insurance benefits
for retired employees. The related expense for continuing operations
totaled $5.3 million in 1996 (including $1.2 million for service cost
and $6.6 million in interest for prior period services), $10.5 million
in 1995 ($1.5 million and $9.0 million, respectively) and $12.3
million in 1994 ($1.3 million and $11.0 million, respectively).
Summary information of the plan follows:
December 31,
----------------------
1996 1995
---------- ----------
(In Thousands)
Actuarial present value of
accumulated postretirement
obligation:
Retirees $ 85,623 $ 111,151
Fully eligible active plan
participants 2,920 11,248
Other active plan participants 6,499 16,980
---------- ----------
Total accumulated postretirement
obligation 95,042 139,379
Unrecognized net gain (loss) 46,712 (7,498)
---------- ----------
Accrued postretirement benefit cost $ 141,754 $ 131,881
========== ==========
The initial health care cost trend rate used was 8.5 percent for
1997, decreasing 0.5 percent per year until reaching 5 percent. A one
percent increase in the trend rate would increase the amounts by
approximately 10 percent. The discount rate used was 7.75 percent in
1996 and 7 percent in 1995. FTX has the right to modify or terminate
these benefits.
As of January 1, 1996, FM Services Company (FMS), a newly formed
entity owned 50 percent each by FTX and FCX, began providing certain
administrative, financial and other services that were previously
provided by FTX on a similar cost-reimbursement basis. All U.S. and
expatriate employees performing direct services for FCX or its
affiliates, other than those employed by FMS, became FCX employees.
FCX and FMS established their own pension and postretirement health
care and life insurance plans, assuming liabilities and assets equal
to the accumulated benefit obligation for the transferred employees.
FTX's share of the FMS plans was not significant for 1996.
The operator of IMC-Agrico maintains non-contributory pension
plans that cover substantially all of its employees. As of July 1,
1996, FRP's share of the actuarial present value of the vested
projected benefit obligation was $16.3 million, based on a discount
rate of 7.5 percent and a 5 percent annual increase in future
compensation levels, with its share of plan assets totaling $6.2
million. FRP's share of the expense related to these plans totaled
$5.1 million in 1996, $4.6 million in 1995 and $3.6 million in 1994.
The operator of IMC-Agrico also provides certain health care benefits
for retired employees. At July 1, 1996, FRP's share of the
accumulated postretirement obligation was $5.4 million, which was
unfunded. FRP's share of expense has not been material. The initial
health care cost trend rate used was 9.2 percent, decreasing gradually
to 5.5 percent in 2003. Employees are not vested and benefits are
subject to change.
FTX has other employee benefits plans, certain of which are
related to its performance, which costs are recognized currently in
general and administrative expense.
8. COMMITMENTS AND CONTINGENCIES
Litigation. While FTX is a defendant in various lawsuits incurred in
the ordinary course of its businesses, management believes the
potential liability in such lawsuits is not material or is adequately
covered by insurance, third party indemnity agreements or reserves
previously established. FTX maintains liability and other insurance
customary in its businesses, with coverage limits deemed prudent.
Environmental. FTX has made, and will continue to make, expenditures
at its operations for protection of the environment. FTX is subject
to contingencies as a result of environmental laws and regulations.
The related future cost is indeterminable because of such factors as
the unknown timing and extent of the corrective actions that may be
required and the application of joint and several liability.
FRP has a third party indemnification for environmental
remediation costs on certain identified sites and the third party has
assumed management of response activities and all future expenditures
for the indemnified sites. Based on FRP's review of the potential
liabilities and the third party's financial condition, FRP concluded
that it is remote that FRP would have any future liability at the
indemnified sites. FTX believes its exposure on other sites for which
notification has been received will not exceed amounts accrued and
expects that any costs would be incurred over a period of years. The
costs associated with those sites for which notifications have not
been received are uncertain and cannot be estimated at present.
However, FTX believes that these costs, should they be incurred, will
not have a material adverse effect on its operations or financial
position.
FM Properties Inc. (FMPO). In 1992, FTX transferred substantially all
of its domestic oil and gas properties and real estate held for
development by it and certain of its subsidiaries to a partnership
which is currently 99.8 percent owned by FMPO (FTX owns a 0.2 percent
interest in the partnership and serves as its managing general
partner). FTX subsequently distributed the FMPO common stock to the
FTX common stockholders, with FTX guaranteeing the partnership's debt.
During 1996, the partnership was able to extend its debt maturities
until February 1998 and is managing its assets with an objective of
reducing its debt. Under the partnership agreement, FTX maintains
certain protective rights as long as the debt guarantee is
outstanding. Selected financial information of the partnership
follows:
1996 1995
---------- ----------
Statements of Operations: (In Thousands)
Revenues $ 79,177 $ 48,170
Operating income (loss) 3,534 (2,308)
Net loss (346) (571)
Cash Flow:
Operating activities 68,738 47,480
Investing activities (5,943) (35,242)
Financing activities (62,969) (11,156)
Balance Sheets at December 31:
Current assets 6,241 6,600
Current liabilities 10,125 9,605
Investment in real estate 118,029 180,040
Total assets 130,192 191,805
Long-term debt 58,325 121,294
Partners' capital 56,168 56,514
Long-Term Contracts and Operating Leases. FTX's minimum annual
contractual charges under noncancelable long-term contracts and
operating leases which extend to 2009 total $232.7 million, with $27.4
million in 1997, $22.5 million in 1998, $21.6 million in 1999, $21.0
million in 2000 and $20.9 million in 2001. Total expense under long-
term contracts and operating leases amounted to $23.0 million in 1996,
$44.3 million in 1995 and $30.0 million in 1994.
9. ACQUISITIONS AND MOXY DISTRIBUTION
Pennzoil. In January 1995, FRP acquired essentially all of the
domestic assets of Pennzoil Co.'s sulphur division. Pennzoil will
receive quarterly payments from FRP over 20 years based on the
prevailing price of sulphur. The installment payments may be
terminated earlier either by FRP through the exercise of a $65 million
call option or by Pennzoil through a $10 million put option. Neither
option may be exercised prior to 1999. The purchase price allocation
follows (in thousands):
Current assets $ 5,635
Property, plant and equipment 48,837
Current liabilities (7,499)
Reclamation and mine shutdown reserves (15,200)
Accrued long-term liabilities (31,773)
----------
Net cash investment $ -
==========
Accrued long-term liabilities include the estimated future
installment payments based on the prevailing sulphur price at the time
of acquisition.
Mallinckrodt. In October 1995, IMC-Agrico acquired the animal
feed ingredients business of Mallinckrodt Group Inc. FRP funded its
portion of the purchase price with borrowings under the Credit
Agreement. The purchase price allocation follows (in thousands):
Current assets $ 19,503
Property, plant and equipment 35,329
Current liabilities (8,632)
----------
Net cash investment $ 46,200
==========
McMoRan Oil & Gas Co. (MOXY). In 1994, FTX distributed common shares
of its newly formed, wholly owned subsidiary, MOXY, to FTX's
stockholders. MOXY was organized to carry on substantially all of the
oil and gas exploration activities previously conducted by FTX. The
net assets transferred to MOXY at FTX's historical cost follows (in
thousands):
Cash and cash equivalents $ 35,441
Property, plant and equipment 13,052
Other assets 10,113
Current liabilities (1,138)
----------
$ 57,468
==========
10. SUPPLEMENTARY MINERAL RESERVE INFORMATION (UNAUDITED)
Proved and probable mineral reserves, including proved oil reserves,
follow:
December 31,
---------------------------------------------------
1996 1995 1994 1993 1992
---------- ---------- ------- ------ ------
(In Thousands)
Sulphur-long
tons a 53,149 55,185 41,018 38,637 41,570
Phosphate
rock-short
tons b 244,332 186,375 206,661 215,156 208,655
Oil-barrels 5,188 6,638 7,279 9,962 13,861
a. Main Pass reserves are subject to a 12.5 percent royalty based on
net mine revenues. Culberson reserves totaled 14.5 million tons for
1996 and 15.4 million tons for 1995 and are subject to a 9 percent
royalty based on net mine revenues.
b. For 1996-1993, represents FRP's share, based on its Capital
Interest ownership, of the IMC-Agrico reserves. Contains an average
of 67 percent bone phosphate of lime.
11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
Net Income Per
Net Income Common Share
Operating Applicable to ---------------------
Revenues Income Common Stock Primary Fully Diluted
---------- ---------- ------------ ---------- -------------
1996 (In Thousands, Except Per Share Amounts)
1st
Quarter $ 256,827 $ 69,739 $ 20,129a $.73a $.72
2nd
Quarter 242,793 46,430 12,126 .45 .45
3rd
Quarter 222,649 43,891 2,875b .11b .11
4th
Quarter 235,187 45,296 5,578b .23b .23
---------- ---------- ----------
$ 957,456c $ 205,356 $ 40,708 1.55 1.55
========== ========== ==========
1995
1st
Quarter $ 254,479 $ 49,874 $ 19,391b,d $ .85b,d $ .85
2nd
Quarter 233,398 47,184 265,485d,e 10.78d,e 8.98
3rd
Quarter 243,066 31,631 24,503b,d,f .86b,d,f .86
4th
Quarter 264,914 54,191 81,162b,g 2.86b,g 2.86
---------- ---------- ----------
$ 995,857c $ 182,880 $ 390,541 14.97 14.20
========== ========== ==========
a. Includes a $2.9 million benefit ($0.11 per share) resulting
primarily from the gain on the increase in FRP's ownership of IMC-
Agrico.
b. Because FTX was not paid its proportionate share of FRP
distributions, additional minority interest charges to net income were
$5.9 million ($0.23 per share) and $4.2 million ($0.17 per share) in
the third and fourth quarters of 1996, respectively. Similar charges
of $5.5 million ($0.24 per share), $5.2 million ($0.18 per share) and
$4.1 million ($0.15 per share) were recorded in the first, third and
fourth quarters of 1995, respectively.
c. No customers accounted for ten percent or more of total revenues.
Export sales to Asia, Australia, Latin America and Canada approximated
43 percent, 41 percent and 38 percent of total revenues for 1996-1994,
respectively.
d. Includes income from discontinued operations totaling $22.6 million
($0.99 per share), $292.8 million ($11.89 per share) and $25.0 million
($0.88 per share) in the first, second and third quarters of 1995,
respectively.
e. Includes a $33.5 million charge ($1.36 per share) for the $4.375
Preferred Stock exchange offer.
f. Includes a $3.9 million charge ($0.14 per share) for stock
appreciation rights costs.
g. Includes a $1.8 million charge ($0.06 per share) for stock
appreciation rights costs and an early retirement program, a $5.3
million gain ($0.19 per share) for the reversal of insurance accruals
no longer required and a $62.8 million tax benefit ($2.21 per share).
COMMON SHARES. Our common shares trade on the New York Stock Exchange (NYSE)
under the symbol "FTX." The FTX share price is reported daily in the
financial press under "FrptMc" in most listings of NYSE securities. At year-
end 1996 the number of holders of our common stock was 14,643.
Common share prices range on the NYSE composite tape, reflecting the one-for-
six reverse stock split effective October 20, 1995, during 1996 and 1995 were:
1996 1995
High Low High Low
First Quarter $44.50 $33.63 $111.78 $102.00
Second Quarter 39.75 34.00 111.78 101.28
Third Quarter 38.13 31.00 145.50* 27.00*
Fourth Quarter 34.38 29.63 41.13 33.00
* Share prices include periods before and after FTX's July 28, 1995 tax-free
distribution of FCX Class B common stock, which had a market value of $106.85
per FTX share.
Common Share Dividends. In 1995, subsequent to FTX's restructuring and its
1 for 6 reverse stock split, the Board of Directors fixed the amount of the
regularly quarterly common stock cash dividend at $0.09 per share.
Cash and property dividends paid during 1996 and 1995 were:
1996
---------------------------------------------------------
Dividends Record Payment
Per FTX Share Date Date
- ------------ -------- -----------
$0.09 Feb. 15, 1996 Mar. 1, 1996
$0.09 May 16, 1996 Jun. 1, 1996
$0.09 Aug. 15, 1996 Sep. 1, 1996
$0.09 Nov. 15, 1996 Dec. 1, 1996
1995
- -----------------------------------------------------------
Dividends Record Payment
Per FTX Share Date Date
____________ ______ ___________
0.075 FCX.A share* Feb. 15, 1995 Mar. 1, 1995
4.210404 FCX shares** Jul. 17, 1995 Jul. 28, 1995
$0.09 Aug. 15, 1995 Sep. 1, 1995
$0.09 Nov. 15, 1995 Dec. 1, 1995
* The cost basis for the FCX Class A common shares (FCX.A) is $20.9375
per share.
** The July 28, 1995 dividend was a special tax-free dividend made in connection
with FTX's restructuring plan completed in 1995 whereby FTX distributed its
ownership in FCX through the distribution of FCX Class B common shares (FCX).
The cost basis for each share of FTX stock should be reduced to 21 percent of
its former basis and the remaining 79 percent of the FTX cost basis should be
established as the cost basis for the FCX shares and cash in lieu of a
fractional share.