SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1995
Commission File Number: 1-9916
Freeport-McMoRan Copper & Gold Inc.
Incorporated in Delaware 74-2480931
(IRS Employer Identification No.)
First Interstate Bank Building, One East First Street, Suite 1600,
Reno, Nevada 89501
Registrant's telephone number, including area code: (702) 688-3000
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
--- ---
On June 30, 1995, there were issued and outstanding 83,132,408 shares of the
registrant's Class A Common Stock, par value $0.10 per share, and 120,309,323
shares of its Class B Common Stock, par value $0.10 per share.
FREEPORT-McMoRan COPPER & GOLD INC.
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Income 4
Statements of Cash Flow 5
Notes to Financial Statements 6
Remarks 6
Management's Discussion and Analysis
of Financial Condition and
Results of Operations 7
Part II. Other Information 12
Signature 13
Exhibit Index E-1
FREEPORT-McMoRan COPPER & GOLD INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
---------------------
FREEPORT-McMoRan COPPER & GOLD INC.
CONDENSED BALANCE SHEETS (Unaudited)
June 30, December 31,
1995 1994
---------- ------------
ASSETS (In Thousands)
Current assets:
Cash and short-term investments $ 31,154 $ 44,252
Accounts receivable 252,913 234,224
Inventories 340,301 314,022
Prepaid expenses and other 12,157 10,896
---------- ----------
Total current assets 636,525 603,394
Property, plant and equipment, net 2,672,547 2,360,489
Other assets 79,654 76,314
---------- ----------
Total assets $3,388,726 $3,040,197
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 443,615 $ 407,478
Current portion of long-term debt and
short-term borrowings 44,671 24,098
---------- ----------
Total current liabilities 488,286 431,576
Long-term debt, less current portion 831,139 525,612
Accrued postretirement benefits and other
liabilities 177,690 213,043
Deferred income taxes 320,984 292,580
Minority interests 93,657 82,404
Mandatory redeemable preferred stock 500,007 500,007
Stockholders' equity 976,963 994,975
---------- ----------
Total liabilities and stockholders' equity $3,388,726 $3,040,197
========== ==========
The accompanying notes are an integral part of these financial statements.
FREEPORT-McMoRan COPPER & GOLD INC.
STATEMENTS OF INCOME (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- ---------------------
1995 1994 1995 1994
-------- -------- -------- --------
(In Thousands, Except Per Share Amounts)
Revenues $421,469 $281,452 $830,275 $547,605
Cost of sales:
Production and delivery 221,534 172,695 445,736 337,138
Depreciation and amortization 28,211 18,319 50,108 35,440
-------- ------- -------- --------
Total cost of sales 249,745 191,014 495,844 372,578
Exploration expenses 11,654 11,564 19,610 19,584
General and administrative
expenses 29,354 26,361 62,204 49,441
-------- -------- -------- --------
Total costs and expenses 290,753 228,939 577,658 441,603
-------- -------- -------- --------
Operating income 130,716 52,513 252,617 106,002
Interest expense, net (11,799) - (11,799) -
Other expense, net (920) (427) (1,638) (901)
-------- -------- -------- --------
Income before income taxes
and minority interests 117,997 52,086 239,180 105,101
Provision for income taxes (50,528) (24,359) (101,923) (47,501)
Minority interests in net
income of consolidated
subsidiaries (13,285) (5,426) (25,677) (9,435)
-------- -------- -------- --------
Net income 54,184 22,301 111,580 48,165
Preferred dividends (13,559) (12,583) (26,962) (24,888)
-------- -------- -------- --------
Net income applicable to
common stock $ 40,625 $ 9,718 $ 84,618 $ 23,277
======== ======== ======== ========
Net income per share of
common stock $.20 $.05 $.41 $.11
==== ==== ==== ====
Average common shares
outstanding 205,157 205,933 205,555 205,572
======= ======= ======= =======
Dividends per common share $.15 $.15 $.30 $.30
==== ==== ==== ====
The accompanying notes are an integral part of these financial statements.
FREEPORT-McMoRan COPPER & GOLD INC.
STATEMENTS OF CASH FLOW (Unaudited)
Six Months Ended
June 30,
----------------------
1995 1994
-------- --------
(In Thousands)
Cash flow from operating activities:
Net income $111,580 $ 48,165
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 50,108 35,440
Deferred income taxes 28,404 16,234
Recognition of unearned revenue (36,207) -
Minority interests' share of net income 25,677 9,435
(Increase) decrease in working capital:
Accounts receivable (7,537) 23,773
Inventories (30,817) (43,563)
Prepaid expenses and other (1,229) (9,065)
Accounts payable and accrued liabilities 503 22,394
Other (1,893) (6,887)
-------- --------
Net cash provided by operating activities 138,589 95,926
-------- --------
Cash flow from investing activities:
Capital expenditures:
PT-FI (240,245) (312,273)
RTM, including acquisition cost (67,854) (19,436)
Other - 2,047
-------- --------
Net cash used in investing activities (308,099) (329,662)
-------- --------
Cash flow from financing activities:
Net proceeds from sale of:
Gold-denominated preferred stock - 158,476
9 3/4% senior notes - 116,276
Proceeds from debt, net 81,339 63,220
Proceeds from infrastructure financing, net 228,899 -
Cash dividends paid:
Common stock (61,774) (61,723)
Preferred stock (25,124) (22,221)
Minority interests (15,461) (12,107)
Purchase of FCX common shares (52,841) -
Other 1,374 -
-------- --------
Net cash provided by financing activities 156,412 241,921
-------- --------
Net increase (decrease) in cash and
short-term investments (13,098) 8,185
Cash and short-term investments at
beginning of year 44,252 13,798
-------- --------
Cash and short-term investments at
end of period $ 31,154 $ 21,983
======== ========
The accompanying notes are an integral part of these financial statements.
FREEPORT-McMoRan COPPER & GOLD INC.
NOTES TO FINANCIAL STATEMENTS
1. OWNERSHIP OF FCX COMMON STOCK
In May 1994, Freeport-McMoRan Inc. (FTX) announced that it was taking steps to
effect the tax-free distribution to its common stockholders of all the Class B
common stock of Freeport-McMoRan Copper & Gold Inc. (FCX) which FTX owned.
FTX recently completed the final steps of its restructuring and, on July 5,
1995, the FTX Board of Directors declared a distribution of all shares of FCX
Class B common stock to FTX common stockholders of record on July 17, 1995.
As a result of this distribution, FTX no longer owns any interest in FCX.
As part of FTX's restructuring, the RTZ Corporation PLC (RTZ) purchased
23.9 million shares of FCX Class A common stock (approximately 12 percent of
the outstanding common stock of FCX) from FTX. Additionally, FCX and RTZ have
agreed in principle to establish joint ventures whereby RTZ is to become a 40
percent joint venture partner in FCX's future production expansions and
exploration and development activities in Indonesia. Subject to completing
the contractual arrangements, RTZ has agreed to pay the next $100 million of
exploration expenses (including $6 million expensed by FCX during the second
quarter of 1995) with expenditures beyond $100 million shared 60 percent by
FCX and 40 percent by RTZ. In FCX's Block A, RTZ will fund up to $750 million
of the costs of future expansion projects and receive 100 percent of
incremental cash flow until RTZ recoups its costs with interest, after which
the cash flow would be shared 60 percent by PT-FI and 40 percent by RTZ. RTZ
is also expected to acquire a 25 percent interest in both the Rio Tinto
Minera, S.A. smelter and mineral exploration program.
2. CREDIT FACILITIES
In July 1995, the FTX credit agreement in which P.T. Freeport Indonesia
Company (PT-FI) participated was modified to become a separate $550 million
facility for PT-FI ($530 million available at July 31, 1995) and a new $200
million facility was arranged for FCX and PT-FI ($79 million available at
July 31, 1995). FCX repaid an intercompany loan from FTX ($97.7 million at
June 30, 1995) by borrowing funds under the new facility. The new variable
rate facilities mature in December 1999 and have covenants and security
requirements which are similar to the previous FTX credit agreement. As part
of FTX's restructuring, FCX assumed the guarantee of $90 million of FM
Properties Inc. debt previously guaranteed by FTX and will receive an annual 3
percent fee from FTX on the amount guaranteed.
3. INTEREST COSTS
Interest expense excludes capitalized interest of $11.2 million and $6.9
million in the second quarter of 1995 and 1994, respectively, and $29.1
million and $12.8 million in the first six months of 1995 and 1994,
respectively.
4. RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the first six months of 1995 and
1994 was 6 to 1 and 7.4 to 1, respectively. For this calculation, earnings
are income from continuing operations before income taxes, minority interests
and fixed charges. Fixed charges include interest and that portion of rent
deemed representative of interest.
----------------------
Remarks
The information furnished herein should be read in conjunction with FCX's
financial statements contained in its 1994 Annual Report to stockholders and
incorporated by reference in its Annual Report on Form 10-K.
The information furnished herein reflects all adjustments which are, in the
opinion of management, necessary for a fair statement of the results for the
periods. All such adjustments are, in the opinion of management, of a normal
recurring nature.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
RESULTS OF OPERATIONS
Freeport-McMoRan Copper & Gold Inc. (FCX) operates through its majority-owned
subsidiaries, P.T. Freeport Indonesia Company (PT-FI), Rio Tinto Minera, S.A.
(RTM) and P.T. Irja Eastern Minerals Corporation (Eastern Mining). PT-FI's
operations involve the exploration for and development, mining and milling of
ore containing copper, gold and silver in Irian Jaya, Indonesia. RTM is
engaged in the smelting and refining of copper concentrates in Spain. Eastern
Mining conducts exploration activities in Irian Jaya.
Second Quarter Six Months
----------------- -----------------
1995 1994 1995 1994
------ ------ ------ ------
(In Millions, Except Per Share Amounts)
Revenues $421.5 $281.5 $830.3 $547.6
Operating income 130.7 a 52.5 252.6 a 106.0
Net income to common stock 40.6 a 9.7 84.6 a 23.3
Net income per share .20 a .05 .41 a .11
Operating income (loss) by subsidiary:
PT-FI $146.3 a $ 63.3 $276.3 a $114.1
RTM (7.2) 1.0 (9.8) 2.7
Eastern Mining (3.0) (1.5) (6.1) (1.5)
Intercompany eliminations and
other (5.4) (10.3) (7.8) (9.3)
------ ------ ------ ------
$130.7 $ 52.5 $252.6 $106.0
====== ====== ====== ======
a. Includes a $12.5 million charge ($7 million to net income or $0.03 per
share) for a materials and supplies inventory reserve adjustment in
connection with the completion of PT-FI's expansion program.
FCX's second-quarter and six-month 1995 revenues rose significantly
compared to the 1994 periods reflecting higher copper realizations, record
copper production levels and improved gold grades. Mill throughput averaged
113,100 metric tons of ore per day (MTPD) for the 1995 quarter and 119,200
MTPD for the month of June 1995, as PT-FI substantially completed its
expansion to 118,000 MTPD. PT-FI expects to sustain production levels of at
least 118,000 MTPD for the remainder of 1995 and is likely to exceed this
level of output. Treatment charges, royalties and other increased because of
the higher copper sales volumes. A reconciliation of revenues between the
periods follows (in millions):
Second Six
Quarter Months
------- ------
Revenues - 1994 $281.5 * $547.6 *
Increases (decreases):
RTM revenues, net of eliminations 16.0 36.5
PT-FI revenues:
Price realizations:
Copper 53.7 116.2
Gold 1.2 (.1)
Volumes:
Copper 51.6 90.8
Gold 31.8 58.4
Treatment charges, royalties and other (14.3) (19.1)
------ ------
Revenues - 1995 $421.5 * $830.3 *
====== ======
* Includes net reductions totaling $1.7 million and $5 million for the
second quarter and six-month period of 1994, respectively, and $19.9
million and $32.3 million for the second quarter and six-month period of
1995, respectively, recognized under PT-FI's copper price protection
program and RTM's gold hedging program.
PT-FI OPERATIONS
Second Quarter Six Months
------------------ -------------------
1995 1994 1995 1994
------- ------- ------- -------
Ore milled (MTPD) 113,100 71,300 99,100 72,300
Copper grade (%) 1.26 1.39 1.31 1.38
Gold grade (grams per MT) 1.28 1.13 1.35 1.24
Recovery rate (%)
Copper 86.0 84.0 84.1 83.7
Gold 72.7 73.0 72.7 70.9
Copper (000s of recoverable pounds)
Production 237,200 161,000 420,100 321,500
Sales 219,300 168,800 415,600 324,500
Average realized price a $1.27 $1.02 $1.28 $1.00
Gold (recoverable ounces)
Production 295,800 165,700 545,300 356,500
Sales 269,500 185,400 540,500 386,700
Average realized price $382.41 $378.00 $379.39 $379.53
Gross profit per pound of copper (cents):
Average realized price a 126.7 102.2 127.6 99.6
----- ----- ----- -----
Production costs:
Site production and delivery 54.3 b 61.4 58.4 b 60.4
Gold and silver credits (47.9) (42.5) (50.3) (45.6)
Treatment charges 19.9 24.2 19.7 23.7
Royalty on metals 4.1 2.0 4.3 1.7
----- ----- ----- -----
Cash production costs 30.4 45.1 32.1 40.2
Depreciation and amortization 11.0 7.5 9.6 7.5
----- ----- ----- -----
Total production costs 41.4 52.6 41.7 47.7
----- ----- ----- -----
Revenue adjustments c 1.1 5.2 (1.4) (0.3)
----- ----- ----- -----
Gross profit per pound of copper 86.4 54.8 84.5 51.6
===== ===== ===== =====
a. Excluding amounts recognized under PT-FI's copper price protection
program, realizations would have been $1.36 and $0.99 per pound for the
second quarter of 1995 and 1994, respectively, and $1.35 and $0.98 per
pound for the six-month periods of 1995 and 1994, respectively.
b. Excludes the materials and supplies inventory reserve adjustment
discussed earlier (5.7 cents and 3 cents per pound for the second-quarter
and six-month 1995 periods, respectively).
c. Reflects adjustments primarily for prior period concentrate sales and
amortization of the cost of the copper price protection program.
With the expansion completed, PT-FI is focusing on maximizing
efficiencies and, as expected, unit site production and delivery costs have
declined. PT-FI intends to continue to fine-tune its operations to achieve
cost efficiencies and maximum cash flows from its expanded operations.
Gold and silver credits increased primarily because of a rise in
comparative gold grades. Per pound treatment charges declined because of
reduced rates negotiated at the end of 1994 resulting from the overall
tightness in the copper concentrates market, somewhat offset by higher price
participation payments. Unit royalties rose because of increased copper
prices, as PT-FI's copper royalty rate varies from 1.5 percent to 3.5 percent
depending on the price of copper.
The second-quarter 1995 depreciation rate of 11 cents per pound includes
the additional capital expenditures to support current operating levels of
118,000 MTPD. Future changes to the depreciation rate will depend on future
capital costs, together with consideration of any changes in ore reserve
estimates.
PT-FI has commitments from various parties to purchase virtually all of
its estimated 1995 production of approximately 900 million pounds of copper
and 1.2 million ounces of gold, at market prices. With the completion of the
118,000 MTPD expansion, management's present intention is to provide a floor
price for its future sales, when attainable at an acceptable cost, to protect
operating cash flow from the impact of potentially significant declines in
copper prices while providing for full participation in potentially higher
prices. During the second half of 1995, PT-FI will realize $1.15 per pound on
241.4 million pounds of copper sales and has established a minimum average
price of $0.83 per pound on the remaining second half copper sales with full
participation in prices above that amount. For 1996 and the first quarter of
1997, PT-FI has established a minimum average price of $0.90 per pound on 1.2
billion pounds of copper sales, with full participation in prices above that
amount. As conditions warrant, PT-FI may modify or extend its existing
programs. At June 30, 1995, the unrecognized cost to unwind its hedging
positions (including $36 million of cost included in inventory) was
approximately $40 million. At June 30, 1995, copper sales totaling 290.2
million pounds remained to be contractually priced in 1995. As a result of
PT-FI's hedging activities, 124.4 million of those pounds, which are currently
recorded at $1.37 per pound, are subject to changes in the price of copper.
During the first quarter of 1995, PT-FI implemented a gold pricing
strategy designed to take advantage of the premium which exists between the
spot and futures gold price. As of June 30, 1995, PT-FI will earn an
additional $2.7 million on 585,000 ounces of gold sales in September 1995
through February 1996.
RTM OPERATIONS
Second Quarter Six Months
------------------- ------------------
1995 1994 1995 1994
------ ------- ------- -------
Concentrate treated (MT) 55,900 126,400 174,300 244,400
Anode production (000s of
pounds) 39,200 91,900 123,100 175,500
Cathode production (000s
of pounds) 55,100 77,800 130,500 154,100
RTM's 1995 results were adversely affected by significantly lower
treatment charge rates somewhat offset by higher price participation. Second
quarter smelter operations were negatively affected by the shutdown of RTM's
smelter for approximately half of the quarter to tie-in expansion equipment
and for maintenance turnarounds. In late July 1995, RTM's smelter was
shutdown for approximately one week because of a labor strike at an adjacent
facility which resulted in the temporary curtailment of cooling water at RTM's
facilities. Also in July 1995 RTM completed the sale of its mining operations
to a group of its employees. This sale, which involves certain payments by
RTM as discussed below, is not expected to result in significant gain or
loss being recognized by FCX. RTM's results for the six-month 1995 period
were also negatively impacted by the strengthening of the Spanish peseta
against the U.S. dollar which, at current operating levels, has an
approximately $1 million impact on RTM's annual earnings and cash flow for
each one peseta change in the exchange rate.
OTHER FINANCIAL RESULTS
FCX's exploration costs totaled $11.7 million for the 1995 quarter and $11.6
million for the 1994 quarter while the six-month periods both totaled $19.6
million. FCX and RTZ Corporation PLC (RTZ) are in the process of completing
agreements to establish exploration joint ventures whereby RTZ would be a 40
percent joint venture partner and will pay for approved exploration
expenditures until it has paid an aggregate $100 million, including $6 million
charged to expense in the second quarter of 1995 (Note 1). FCX (60 percent)
and RTZ (40 percent) will then pay ratably for any additional exploration
costs and costs to develop projects within PT-FI's Block B Contract of Work
(COW) area and Eastern Mining's COW area.
FCX's general and administrative expenses were $62.2 million for the six
months ended June 30, 1995 compared with $49.4 million in the 1994 period.
The increase results from the additional personnel and administrative efforts
required to manage the expanded operations. Third quarter general and
administrative expenses may increase because of the impact of the higher share
price of FCX Class B common stock on FCX's established management incentive
compensation program. If the price of FCX Class B shares were to remain at
$24.75 per share, the price on August 10, 1995, third quarter general and
administrative expense would increase by approximately $15 million.
FCX's total interest cost (before capitalization) rose to $40.9 million
for the six-month 1995 period from $12.8 million in the 1994 period primarily
caused by higher average debt levels. Because of the significant expansion
projects at PT-FI and RTM, all interest was capitalized through the first
quarter of 1995. As expansion activities are completed, interest costs are
charged as expense prospectively. The 118,000 MTPD expansion was completed
during the second quarter of 1995. Standard & Poor's has recently upgraded
FCX's senior debt to the investment grade rating of BBB- as a result of the
RTZ joint venture and the elimination of uncertainties regarding future
financial needs for exploration and expansion related activities. This debt
rating upgrade will reduce future interest costs for FCX and PT-FI.
FCX's effective tax rate was 43 percent for the six-month period of 1995
and 1994. PT-FI's COW provides a 35 percent income tax rate and a 15 percent
withholding on dividends paid to FCX by PT-FI and on interest for debt
incurred after the signing of the COW. No income tax provision or benefit is
recorded at RTM, which is subject to taxation in Spain, because it has not
generated taxable income in recent years and has significant tax benefit
carryforwards.
CAPITAL RESOURCES AND LIQUIDITY
Net cash provided by operating activities rose to $138.6 million for the first
six months of 1995, compared with $95.9 million for the 1994 period, primarily
because of higher net income. Cash flow used in investing activities reflects
a decrease in PT-FI expenditures to $240.2 million, compared with $312.3
million in the 1994 period, with the completion of the 118,000 MTPD expansion
during the second quarter, 1995. RTM expenditures increased to $67.9 million
for the six-month 1995 period because of the smelter expansion, compared with
$19.4 million in the 1994 period. Cash flow provided by financing activities
totaled $156.4 million in 1995 compared with $241.9 million in 1994. During
the second quarter of 1995, FCX acquired 2.5 million of its shares for an
aggregate $52.8 million under its program to acquire shares when warranted by
market conditions. In July 1995, FCX acquired another 0.9 million of its
shares for an aggregate $17.6 million. The 1995 period included $228.9
million of proceeds from infrastructure financing and the 1994 period included
$274.8 million from issuances of public securities.
PT-FI's capital expenditures for the remainder of 1995 are expected to
approximate $200 million for completion of the expansion and infrastructure
assets. Expenditures will be funded by operating cash flow, further sales of
infrastructure assets, the bank credit facility (Note 2) and other financing
sources. PT-FI and RTZ are undertaking feasibility studies for an expansion
of PT-FI's current milling capacity to 175,000-200,000 MTPD. For further
expansion projects in the current Block A mining area, beyond the current
118,000 MTPD expansion, RTZ will provide up to $750 million to develop such
projects. RTZ will receive the incremental cash flow attributed to PT-FI's
interest in the expansion projects until it has received an amount equal to
the funds it had provided with respect to PT-FI's interest plus interest based
on RTZ's cost of borrowing. Subsequently, incremental cash flow will be
shared by FCX (60 percent) and RTZ (40 percent).
In March 1995, PT-FI sold certain of its port, marine, logistics and
construction equipment and facilities for $100 million. In June 1995, PT-FI
sold $100 million of its power-related assets and $48 million of its aviation
assets bringing the total sales of infrastructure assets to $542.9 million
through June 30, 1995 and leaving approximately $115 million for the remainder
of 1995. PT-FI has guaranteed certain minimum rates of return in each of the
above transactions.
RTM has a turnkey contract to expand its smelter capacity to 270,000
metric tons of metal per year by early 1996 and has obtained $290 million of
project financing, nonrecourse to FCX, including a working capital line.
During June 1995, RTM entered into interest rate swaps, maturing in five
years, on $80 million of its project financing at an average fixed rate of 6.1
percent. The expansion project continues on schedule and within budget and is
approximately 75 percent complete. As discussed earlier, RTM sold its mining
operations during the third quarter and, in exchange for assuming certain RTM
liabilities, RTM will make cash payments to the buyers. RTM has arranged a
loan to cover the initial payment of $19.5 million. The remaining
approximately $19 million, which is payable over the next 2 1/2 years, may be
funded by operating cash flow, bank loans or funding from FCX. RTM's future
operating cash flow will be determined by the supply and demand for copper
smelter capacity, smelter and refining production rates and the exchange rate
between the U.S. dollar and Spanish peseta. PT-FI has a long-term contract to
provide the smelter with a significant portion of its copper concentrate
requirements.
In January 1995, FCX agreed in principle to form a joint venture, 20
percent owned by FCX, to develop a 200,000 metric tons of metal per year
copper smelter in Gresik, Indonesia. A feasibility study is expected to be
completed this year and alternatives for financing the estimated $550 million
aggregate project cost, plus approximately $100 million of working capital,
are being reviewed. Upon completion of RTM's smelter expansion and the
proposed Gresik smelter, FCX anticipates that approximately 70 percent of PT-
FI's expanded annual concentrate production will be sold to affiliates at
market prices.
On July 5, 1995, the FCX Board of Directors declared a cash dividend of
$0.15 per share on FCX's Class A common stock and Class B common stock,
payable August 1, 1995. The declaration and amount of future dividends, if
any, will depend upon appropriate action of the Board of Directors and
economic and market factors which cannot be predicted.
--------------------
The results of operations reported and summarized above are not necessarily
indicative of future operating results.
FREEPORT-McMoRan COPPER & GOLD INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
(a) The annual meeting of the security holders (the "Annual
Meeting") of the registrant, for which proxies were
solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934, was held on May 4, 1995. Matters
voted upon were (i) the election of directors (there was no
solicitation in opposition to management's nominees, all of
whom were elected) and (ii) the ratification of the
appointment of independent auditors.
(c) The first matter voted upon at the Annual Meeting was the
election of Leland O. Erdahl, Ronald Grossman, Rene L.
Latiolais, George A. Mealey, James R. Moffett, Wolfgang F.
Siegel, Elwin E. Smith and Eiji Umene as directors, each to
serve for one year and until his successor is elected and
qualified. The numbers of votes cast for or withheld from
each nominee were as follows:
FOR WITHHELD
--- --------
Mr. Erdahl 194,441,852 389,383
Mr. Grossman 194,448,528 382,707
Mr. Latiolais 194,449,809 381,426
Mr. Mealey 194,452,336 378,899
Mr. Moffett 194,443,615 387,620
Mr. Siegel 194,306,225 525,010
Mr. Smith 194,430,817 400,418
Mr. Umene 194,297,447 533,788
The second matter voted upon at the Annual Meeting was the
ratification of the appointment of Arthur Andersen LLP to
act as the independent auditor of the registrant for 1995.
The numbers of votes cast for or against and the number of
abstentions as to such matter were as follows:
FOR AGAINST ABSTENTIONS
--- ------- -----------
194,503,508 86,024 241,703
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) The exhibits to this report are listed in the Exhibit Index
appearing on Page E-1 hereof.
(b) No reports on Form 8-K were filed by the registrant during
the quarter for which this report is filed.
FREEPORT-McMoRan COPPER & GOLD INC.
SIGNATURE
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FREEPORT-McMoRan COPPER & GOLD INC.
By: /s/ John T. Eads
--------------------------------
John T. Eads
Controller - Financial Reporting
(authorized signatory and
Principal Accounting Officer)
Date: August 11, 1995
FREEPORT-McMoRan COPPER & GOLD INC.
EXHIBIT INDEX
--------------
Sequentially
Numbered
Number Description Page
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2.1 AGREEMENT, dated as of May 2, 1995, by and between
Freeport-McMoRan Inc.("FTX") and Freeport-McMoRan
Copper & Gold Inc. ("FCX") on the one hand, and The
RTZ Corporation PLC, a company organized under the
laws of England ("RTZ"), RTZ Indonesia Limited, a
company organized under the laws of England and a
subsidiary of RTZ, and RTZ America, Inc., a Delaware
corporation and a subsidiary of RTZ, on the other hand
(the "Agreement"). Incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K of FTX
dated as of May 26, 1995.
2.2 Amendment dated May 31, 1995 to the Agreement.
Incorporated by reference to Exhibit 2.1 to the
Quarterly Report on Form 10-Q of FTX for the quarter
ended June 30, 1995.
3.1 Certificate of Incorporation of FCX, as amended.
3.2 By-Laws of FCX, as amended.
4.1 Certificate of Designations of the 7% Convertible
Exchangeable Preferred Stock.
4.2 Certificate of Designations of the Step-Up Convertible
Preferred Stock, as amended.
4.3 Certificate of Designations of the Gold-Denominated
Preferred Stock, as amended.
4.4 Certificate of Designations of the Gold-Denominated
Preferred Stock, Series II, as amended.
4.5 Certificate of Designations of the Silver-Denominated
Preferred Stock, as amended.
27.1 Financial Data Schedule