SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from .......... to ..........
Commission file number 1-9916
Freeport-McMoRan Copper & Gold Inc.
(Exact name of registrant as specified in its charter)
Delaware 74-2480931
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1615 Poydras Street
New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504)582-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- ------------------------------------------
Class A Common Stock New York Stock Exchange
par value $0.10 per share
Class B Common Stock New York Stock Exchange
par value $0.10 per share
Depositary Shares representing New York Stock Exchange
0.05 shares of Step-Up Convertible
Preferred Stock,
par value $0.10 per share
Depositary Shares representing New York Stock Exchange
0.05 shares of Gold-Denominated
Preferred Stock,
par value $0.10 per share
Depositary Shares, Series II, New York Stock Exchange
representing 0.05 shares of Gold-
Denominated Preferred Stock,
Series II, par value $0.10 per share
Depositary Shares representing New York Stock Exchange
0.025 shares of Silver-
Denominated Preferred Stock,
par value $0.10 per share
9-3/4% Senior Notes due 2001 of New York Stock Exchange
P.T. ALatieF Freeport Finance
Company B.V., guaranteed by
the registrant
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-- --
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of classes of common stock held
by non-affiliates of the registrant on March 8, 1999 was
approximately $1,211,000,000.
On March 8, 1999, there were issued and outstanding
64,809,423 shares of Class A Common Stock and 98,759,277 shares
of Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to stockholders
for the year ended December 31, 1998 are incorporated by reference
into Parts II and IV of this report and portions of the Proxy
Statement submitted to the registrant's stockholders in connection
with its 1999 Annual Meeting to be held on May 6, 1999 are
incorporated by reference into Part III of this report.
TABLE OF CONTENTS
Page
Part I
Items 1. and 2. Business and Properties..........................1
Item 3. Legal Proceedings.......................................13
Item 4. Submission of Matters to a Vote of Security Holders.....13
Executive Officers of the Registrant ...................14
Part II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters........................15
Item 6. Selected Financial Data.................................15
Items 7. and 7A. Management's Discussion and Analysis of
Financial Condition and Results of Operations
and Quantitative and Qualitative Disclosures
About Market Risk......................................16
Item 8. Financial Statements and Supplementary Data.............16
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................16
Part III
Item 10. Directors and Executive Officers of the Registrant.....16
Item 11. Executive Compensation.................................16
Item 12. Security Ownership of Certain Beneficial
Owners and Management.................................16
Item 13. Certain Relationships and Related Transactions.........16
Part IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K...............................17
Signatures.....................................................S-1
Index to Financial Statements..................................F-1
Report of Independent Public Accountants.......................F-1
Exhibit Index..................................................E-1
i
PART I
Items 1. and 2. Business and Properties.
General
Freeport-McMoRan Copper & Gold Inc., a Delaware corporation (FCX
or the Company), is one of the world's largest copper and gold
companies in terms of reserves and production, and believes that
it has the lowest cost copper producing operations in the world,
taking into account customary credits for related gold and silver
production.
FCX's principal operating subsidiary is P.T. Freeport Indonesia
Company (PT-FI), a limited liability company organized under the
laws of the Republic of Indonesia and domesticated in Delaware.
PT-FI's operations involve the exploration for and development,
mining and processing of ore containing copper, gold and silver
in Irian Jaya, Indonesia pursuant to an agreement (a Contract of
Work or COW) with the government of the Republic of Indonesia
(the Indonesian Government) and in the worldwide marketing of
concentrates containing those metals. FCX owns directly an 81.28
percent interest in PT-FI. Of the remaining 18.72 percent, 9.36
percent is owned by each of the Indonesian Government and P.T.
Indocopper Investama Corporation, an Indonesian limited liability
company (PT-II). FCX owns a 49 percent interest in PT-II, giving
FCX an aggregate 85.87 percent ownership interest in PT-FI. PT-
FI's operations are located in the remote rugged highlands of the
Sudirman Mountain Range in the province of Irian Jaya, Indonesia,
located on the western half of the island of New Guinea. The PT-
FI COW permits extensive exploration, mining and production
activities in a 24,700-acre area, referred to as "Block A," and
an exploration area currently consisting of approximately 1.6
million acres referred to as "Block B." PT-FI's largest mine,
Grasberg, was discovered in Block A in 1988 and contains the
largest single gold reserve and one of the three largest open-pit
copper reserves of any mine in the world.
Through P.T. IRJA Eastern Minerals Corporation (Eastern Mining),
FCX holds an additional COW in Irian Jaya covering an approximate
1.25 million-acre exploration area. Eastern Mining was formed in
1994 to explore for copper, gold and silver in the Eastern Mining
COW area. FCX owns 90 percent of the outstanding common stock of
Eastern Mining through a wholly owned subsidiary, and PT-II owns
the remaining 10 percent, giving FCX an aggregate 94.9 percent
ownership interest in Eastern Mining.
In 1996, FCX and Rio Tinto plc (Rio Tinto) established
exploration and expansion joint ventures. Pursuant to the
exploration joint ventures, Rio Tinto has a 40 percent interest
in future development projects under the PT-FI COW and the
Eastern Mining COW. Rio Tinto also has a 40 percent interest in
certain assets and production exceeding specified annual amounts
of copper, gold and silver through 2021 and 40 percent of all
production thereafter through a joint venture covering expanded
operations in Block A.
FCX has an option through June 1999 to acquire a 90 percent
ownership interest in an entity that holds a COW covering an area
of approximately 1.2 million acres in central Irian Jaya.
Additionally, in June 1998 FCX entered into an exploration joint
venture agreement through which it can earn an indirect interest
in a COW area covering a total of approximately 1.0 million acres
in several blocks contiguous to PT-FI's Block B and Eastern
Mining's Block I areas. See "Exploration."
FCX's operations also involve the smelting and refining of copper
concentrates in Spain and marketing refined copper products
through its indirect, wholly owned subsidiary, Atlantic Copper,
S.A. (Atlantic). PT-FI has a 25 percent interest in P.T.
Smelting Co. (PT-SC), an Indonesian company that completed
construction of a copper smelter/refinery in Gresik, East Java,
Indonesia during the third quarter of 1998. See "Atlantic Copper,
S.A." and "P.T. Smelting Co."
Republic of Indonesia
The Republic of Indonesia consists of more than 17,000 islands
stretching 3,000 miles along the equator from Malaysia to
Australia and is the fourth most populous nation in the world
with over 200 million people. Following many years of Dutch
colonial rule, Indonesia gained independence in 1945 and now has
a presidential republic system of government.
1
Maintaining a good working relationship with the Indonesian
Government is of particular importance to the Company because all
of its mining operations are located in Indonesia. PT-FI's mining
complex was Indonesia's first copper mining project and was the
first major foreign investment in Indonesia following the
economic development program instituted by the Indonesian
Government in 1967. PT-FI works closely with the central,
provincial and local governments in development efforts in the
vicinity of its operations. The Company's current exploration and
mining operations in Indonesia are conducted through PT-FI by
virtue of the PT-FI COW and through Eastern Mining by virtue of
the Eastern Mining COW, both of which have 30-year terms, provide
for two 10-year extensions under certain conditions, and govern
PT-FI's and Eastern Mining's rights and obligations relating to
taxes, exchange controls, royalties, repatriation and other
matters. Both COWs were concluded pursuant to the 1967 Foreign
Capital Investment Law, which expresses Indonesia's foreign
investment policy and provides basic guarantees of remittance
rights and protection against nationalization, a framework for
economic incentives and basic rules regarding other rights and
obligations of foreign investors. Any disputes regarding the
provisions of the COWs are subject to international arbitration.
The area surrounding PT-FI's mining development is sparsely
populated by local tribes and former residents of more populous
areas of Indonesia, some of whom have resettled in Irian Jaya
under the Indonesian Government's transmigration program. A small
segment of the local population has in the past opposed
Indonesian rule over Irian Jaya, and several small separatist
groups have sought political independence for the province.
Public discussion of the degree of political and economic
autonomy that may be allowed individual provinces, including
Irian Jaya, have been held and likely will continue throughout
the 1999 parliamentary and presidential elections. Sporadic
attacks on civilians by the separatists and sporadic but highly
publicized conflicts between separatists and the Indonesian
military have led to previous allegations of human rights
violations. PT-FI personnel have not been involved in those
conflicts. The Indonesian military occasionally has exercised
its right to appropriate transportation and other equipment of
PT-FI to use in its security operations.
Unfavorable economic conditions continue to affect Southeast
Asia, including Indonesia. Since early 1997, Indonesia's economy
has contracted, inflation increased dramatically, and the
Indonesia rupiah severely weakened initially and then partly
recovered and continues to be unpredictable. Financial
assistance to Indonesia is being provided by the International
Monetary Fund, and various political, financial and regulatory
changes are being implemented, including national parliamentary
elections scheduled for June 1999 followed by a presidential
election currently scheduled for September 1999. International
copper and gold markets have been adversely affected by the
developments in Southeast Asia.
Contracts of Work
The PT-FI COW covers both Block A, which was originally the
subject of a 1967 COW between PT-FI's predecessor and the
Indonesian Government, and Block B, to which PT-FI gained rights
in 1991. The initial term of the PT-FI COW expires in December
2021 with provisions for two 10-year extensions under certain
conditions. Pursuant to the PT-FI COW, PT-FI to date has
relinquished its rights to 4.9 million acres in Block B,
including 1.6 million acres in December 1998. PT-FI retains the
rights to 1.6 million acres in Block B, which it believes contain
the most promising exploration opportunities following extensive
geological assessment.
In August 1994, the Indonesian Government granted Eastern Mining
a COW originally covering approximately 2.5 million acres in
three separate blocks. The Eastern Mining COW provides for a
four-to-seven year exploratory term and a 30-year term for mining
operations, with provisions for two 10-year extensions under
certain conditions. Like the PT-FI COW, the Eastern Mining COW
requires Eastern Mining to relinquish its right to portions of
the COW area determined by Eastern Mining in amounts equal to 25
percent of the original approximately 2.5 million acres at the
end of each of three specified periods. Eastern Mining to date
has relinquished approximately 1.25 million acres and must
relinquish approximately 0.6 million additional acres by August
2001.
Ore Reserves
All of PT-FI's proved and probable reserves, including the
Grasberg deposit, lie within Block A. In 1998, PT-FI increased
its aggregate proved and probable reserves by approximately 381
million metric tons of ore representing 6.0 billion recoverable
pounds of copper, 4.3 million recoverable ounces of gold and 18.7
million recoverable ounces of silver. December 31, 1998 aggregate
proved and probable recoverable reserves, net of 1998 production,
totaled 2.48
2
billion metric tons of ore averaging 1.13 percent
copper, 1.05 grams of gold per metric ton and 3.83 grams of
silver per metric ton, representing 51.3 billion pounds of
copper, 64.2 million ounces of gold and 153.1 million ounces of
silver. Pursuant to joint venture arrangements, Rio Tinto has a
40 percent interest in production exceeding specified annual
amounts of copper, gold and silver through 2021, calculated by
reference to PT-FI's proved and probable reserves as of December
31, 1994, and 40 percent of all production thereafter. Net of Rio
Tinto's share, PT-FI's share of proved and probable recoverable
copper, gold and silver reserves was 40.0 billion pounds of
copper, 51.6 million ounces of gold and 119.1 million ounces of
silver as of December 31, 1998. Net of Rio Tinto's share, 1998
additions and revisions to PT-FI's proved and probable copper,
gold and silver reserves replaced approximately 250 percent of
PT-FI's 1998 copper production, 120 percent of gold production
and 330 percent of silver production. Estimated recoverable
reserves were assessed using a copper price of $0.90 per pound
and a gold price of $325 per ounce. Using prices of $0.75 per
pound of copper and $280 per ounce of gold would reduce estimated
recoverable reserves by approximately 9 percent for copper, 7
percent for gold and 9 percent for silver.
The Grasberg deposit contains the largest single gold reserve and
is one of the three largest open-pit copper reserves of any mine
in the world. The Grasberg deposit contained combined open pit
and underground proved and probable ore reserves as of December
31, 1998 of 1.88 billion metric tons at an average grade of 1.04
percent copper, 1.03 grams of gold per metric ton and 3.05 grams
of silver per metric ton. As of December 31, 1998, Kucing Liar
contained proved and probable ore reserves of 320.5 million
metric tons at an average grade of 1.41 percent copper, 1.41
grams of gold per metric ton and 5.30 grams of silver per metric
ton.
The Company's reserves as of December 31, 1997 and 1998 included
in this report have been verified by Independent Mining
Consultants, Inc., and this reserve information has been included
in this report in reliance upon the authority of Independent
Mining Consultants, Inc. as experts in mining, geology and
reserve determination. See "Cautionary Statements."
Mining Operations
Mines in Production. PT-FI currently has two mines in operation:
the Grasberg and the Intermediate Ore Zone (IOZ), both within
Block A. Open pit mining of the Grasberg ore body commenced in
January 1990, and in 1998 the Grasberg mine output totaled
approximately 67.0 million metric tons of ore, providing 93
percent of PT-FI's total ore production in 1998. The IOZ is an
underground block cave operation that was placed in production in
the first half of 1994. Production is at the 3,550 meter
elevation level, approximately 300 meters below the Ertsberg East
deposit, which was depleted in the second half of 1994. In 1998,
output from the IOZ mine totaled 4.9 million metric tons of ore.
Mines in Development. Four other significant ore bodies, referred
to as the Deep Ore Zone (DOZ), the DOM, the Big Gossan and Kucing
Liar are located in Block A. These ore bodies are currently at
various stages of development, and are carried as proved and
probable reserves. See "Cautionary Statements."
The DOZ ore body lies vertically below the IOZ. Initial
production from the DOZ ore body commenced in 1989 but was
suspended in favor of production from the Grasberg deposit. DOZ
production is anticipated to recommence in approximately 2000 as
the overlying IOZ reserve nears depletion.
The DOM ore body lies approximately 1,200 meters southeast of the
depleted Ertsberg East deposit. Pre-production development was
completed as the Grasberg ore body began open pit production in
1990, and all maintenance, warehouse and service facilities are
in place. Production at the DOM ore body was deferred until after
completion of open pit mining as a result of the increasing
reserves and production capabilities of the Grasberg ore body.
The Big Gossan ore body is located approximately 1,000 meters
southwest of the original Ertsberg East deposit. Initial
underground development of the ore body began in 1993 when
tunnels were driven from the mill area into the ore zone at the
2,900 meter elevation level. A variety of stoping methods will be
used to mine the deposit, with production expected to commence
within the next ten years as other underground mines are
depleted.
The Kucing Liar ore body lies on the southern flank of and
underneath the southern portion of the Grasberg open pit at the
2,500-2,900 meter elevation level. Two rigs are now drilling in
the Kucing Liar ore body. Recent drilling to the west indicates
a possible thinning or fault offsets to the mineralization, but
continuity of mineralization extends beyond the
3
1998 reserve additions and along favorable horizons toward the Grasberg
deposit. Further delineation of this ore body is scheduled for
1999, upon completion of which potential development plans will
be assessed.
For a detail of PT-FI's proved and probable reserves as of
December 31, 1998, see FCX's Annual Report incorporated herein by
reference as part of "Item 8. Financial Statements and
Supplementary Data."
Exploration
Block A delineation drilling continues at Kucing Liar (as
discussed above), Grasberg Underground and the DOZ underground
ore bodies. Drilling at Grasberg Underground is ongoing with two
drills working from the Amole drift to delineate the Grasberg
Underground deposit below the 1998 reserve additions. Copper-
gold mineralization is decreasing with depth where additional
drilling is planned for 1999 to fully define the ultimate
geometry of the mineralized zone, which extends for over 1,500
meters vertically from the original ore intercepts at the 4,200
meter elevation. Drilling at DOZ continues to return positive
results, indicating the potential for additional reserve
increases. Other targets in Block A yet to be evaluated include
the DOM Deep, fault systems parallel to the Kucing Liar/Idenberg
#1 fault system and other intrusive centers and fault
intersections.
Exploration activities continue in Block B, which includes the
Wabu Ridge gold prospect as well as in other COW areas.
Activities are primarily focused on prospects that potentially
could lead to the discovery of significant porphyry and/or skarn-
type copper-gold deposits. Presently, exploration drilling is
ongoing with three rigs on several identified geological
anomalies. Rio Tinto has elected to participate in 40 percent of
FCX's interest and costs in exploration drilling activities now
in progress.
Pursuant to the exploration joint ventures, Rio Tinto has a 40
percent interest in development projects under the PT-FI COW and
the Eastern Mining COW. Under these arrangements, Rio Tinto
funded $100 million in 1996 for approved exploration costs in the
areas covered by the PT-FI COW and the Eastern Mining COW. As of
December 31, 1998, $1.2 million in PT-FI's Block A remained to be
applied to the $100 million Rio Tinto exploration funding.
Mutually agreed upon exploration costs in PT-FI's Block B and
Eastern Mining's COW areas are now being shared 60 percent by FCX
and 40 percent by Rio Tinto.
In December 1997, FCX signed a letter of intent to acquire an
ownership interest in P.T. Iriana Mutiara Mining (PT-IMM). PT-
IMM holds a COW covering an area of approximately 1.2 million
acres in central Irian Jaya, in part contiguous to Eastern
Mining's COW area. Pursuant to the Rio Tinto joint venture
arrangements, Rio Tinto has elected not to participate with
respect to 40 percent of FCX's interest in this COW area. If FCX
elects to continue participation beyond June 30, 1999, it would
acquire for $7.0 million a 90 percent ownership interest and
would fund all exploration costs up to and including a
feasibility study. FCX would also be responsible for arranging
construction financing for PT-IMM for any economically feasible
projects in the PT-IMM COW area.
In June 1998, FCX entered into an exploration joint venture
agreement through which it can earn an indirect interest in a COW
area covering a total of approximately 1.0 million acres in
several blocks contiguous to PT-FI's Block B and one of Eastern
Mining's blocks in Irian Jaya. Rio Tinto has elected to
participate in 40 percent of FCX's interest and costs in this
exploration joint venture. To earn up to a 54 percent interest,
FCX and Rio Tinto must spend a total of up to $21 million on
exploration and other activities in the joint venture areas ($3.0
million of which was incurred through December 31, 1998).
Exploration drilling is ongoing on several identified geological
anomalies.
Milling and Production
The ore from PT-FI's mines moves by a conveyor system to a series
of ore passes through which it drops to the mill complex located
approximately 2,900 meters above sea level. At the mill, the ore
is crushed and ground and mixed in tanks with water and small
amounts of chemical reagents where it is continuously agitated
with air. During this physical separation process, copper-, gold-
and silver-bearing particles rise to the top of the tanks and are
collected and thickened. The concentrate leaves the mill complex
as a thickened concentrate slurry, consisting of approximately 65
percent solids by weight, and is pumped through three 115
kilometer pipelines to the port site facility at Amamapare where
it is filtered, dried and stored for shipping. Ships are loaded
at dock facilities at the port until they draw their maximum
water, then move to deeper water, where loading is completed from
shuttling barges.
4
In early 1998, PT-FI and Rio Tinto completed construction on the
"fourth concentrator mill expansion" of PT-FI's facilities.
Pursuant to the expansion joint venture agreement, Rio Tinto
provided a $450 million nonrecourse loan to PT-FI for PT-FI's
share of the cost of the expansion. PT-FI and Rio Tinto began
sharing incremental cash flow attributable to the expansion
effective January 1, 1998 on the basis of 60 percent to PT-FI and
40 percent to Rio Tinto. PT-FI has assigned its share of
incremental cash flow to Rio Tinto until Rio Tinto receives an
amount equal to the funds loaned to PT-FI plus interest based on
Rio Tinto's cost of borrowing. Through December 31, 1998, PT-
FI's share of incremental cash flow totaled $236.4 million of
which $188.6 million was paid to Rio Tinto in 1998 and $47.8
million was paid in 1999. The incremental production from the
expansion, as well as production from PT-FI's existing
operations, share proportionately in operating, nonexpansion
capital and administrative costs. PT-FI will continue to receive
100 percent of the cash flow from specified annual amounts of
copper, gold and silver through 2021 calculated by reference to
its proved and probable reserves as of December 31, 1994 and 60
percent of all cash flow thereafter.
PT-FI's copper royalty rate under the COW varies from 1.5
percent, at a copper price of $0.90 or less, to 3.5 percent, at a
copper price of $1.10 or more, of copper net revenue. The
related rate for gold and silver sales is 1.0 percent. In light
of its substantially expanded production capabilities, PT-FI is
discussing with the Indonesian Government the payment of
voluntary additional royalties on metal from production above
200,000 metric tons of ore per day (MTPD) in amounts for copper
equal to the COW royalty and for gold and silver equal to twice
the COW royalties. Therefore, including the payment of COW
royalties, the total of royalties paid on copper net revenues
from production above 200,000 MTPD would be double the amount of
the COW royalty; and the total of royalties paid on gold and
silver sales from production above 200,000 MTPD would be triple
the amount of the COW royalties. The additional royalties would
be effective January 1, 1999. Because in large part mineral
royalties under Indonesian Government regulations are remitted to
the provinces from which the minerals are extracted, PT-FI
offered the voluntary additional royalties to provide additional
support to the local governments and the people of Irian Jaya.
In 1998, PT-FI's production, net of RioTinto's interest, totaled
1.43 billion pounds of copper, approximately 22 percent more than
in 1997, and 2,227,700 ounces of gold, approximately 24 percent
more than in 1997, resulting from record average ore throughput
of 196,400 MTPD, as compared to an average of 128,600 MTPD for
1997. Average cash production costs in 1998, net of customary
gold and silver credits, were $0.12 per pound of copper, which
were 47 percent lower than the comparable 1997 average primarily
because of lower labor costs reflecting the devaluation of the
Indonesian rupiah, lower diesel fuel and power costs, economies
of scale from the fourth concentrator mill expansion and cost
reduction efforts. For more information regarding FCX's
operating and financial results, see "Item 6. Selected Financial
Data" and "Items 7. and 7A. Management's Discussion and Analysis
of Financial Condition and Results of Operations and Quantitative
and Qualitative Disclosures About Market Risk."
Infrastructure Improvements
The location of PT-FI's current operations in a remote area
requires that its operations be virtually self-sufficient. In
addition to the mining facilities described above, the facilities
originally constructed by or with the participation of PT-FI
include an airport, a port, a 119 kilometer road, an aerial
tramway, a hospital and related medical facilities, two town
sites with housing, schools and other facilities sufficient to
support more than 17,000 persons.
In 1996, PT-FI completed the first phase of the Enhanced
Infrastructure Program (EIP), which includes various residential,
community and commercial facilities. The EIP is designed to
provide the infrastructure needed for PT-FI's operations, to
enhance the living conditions of PT-FI's employees, and to
develop and promote the growth of local and other third party
activities and enterprises in Irian Jaya. The full EIP includes
plans for various commercial, residential, educational, retail,
medical, recreational, environmental and other infrastructure
facilities to be constructed over a ten-to-twenty year period.
The facilities constructed through the EIP have been and are
expected to continue to be developed by PT-FI through joint
ventures or direct ownership involving local Indonesian interests
and other investors.
In March 1997, PT-FI completed the final $75.0 million sale of
infrastructure assets to joint ventures then owned one-third by
PT-FI and two-thirds by P.T. AlatieF Nusakarya Corporation
(AlatieF), an Indonesian investor. The sales to the AlatieF
joint ventures totaled $270.0 million during the period from
December 1993 to March 1997. PT-FI subsequently sold its one-
third interest in the joint ventures to AlatieF in March 1997.
In September 1998, PT-FI reacquired for $30.0
5
million an aggregate one-third interest in the joint ventures and continues
to lease the infrastructure assets under infrastructure asset
financing arrangements. PT-FI guarantees the AlatieF loan
associated with the purchases and is consolidating the joint
ventures for financial reporting purposes because the financing
arrangements provide the joint venture partners with a guaranteed
15 percent after-tax minimum annual return on their investment.
In December 1997, PT-FI completed a $366.4 million sale of the
new power plant facilities to the joint venture that owns the
assets that already provide electricity to PT-FI. The purchase
price included $123.2 million for Rio Tinto's share of the new
power plant facilities. Asset sales to the power joint venture
totaled $581.4 million through 1997 including $458.2 million of
PT-FI owned assets. PT-FI subsequently sold its 30 percent
interest in the joint venture to the other partners and is
purchasing power under infrastructure asset financing
arrangements pursuant to a power sales agreement.
Marketing
PT-FI's copper concentrates, which contain significant quantities
of gold and silver, are sold under United States dollar-
denominated sales agreements, mostly to companies in Asia and
Europe and international trading companies. Substantially all of
PT-FI's budgeted production of copper concentrates is sold under
long-term contracts, pursuant to which the selling price is based
on world metals prices (generally the London Metal Exchange (LME)
settlement prices for Grade A copper) less certain allowances.
Under these contracts, initial billing occurs at the time of
shipment and final settlement on the copper portion generally
occurs three months after arrival based on average LME prices for
that month. Gold generally is sold at the London Bullion Market
Association average price for the month of shipment. Revenues
from concentrate sales are recorded net of royalties, treatment
and refining costs and the impact of derivative financial
instruments, if any, used to hedge against risks from copper and
gold price fluctuations. Treatment and refining costs represent
payments to smelters and refiners and are either fixed or in
certain cases vary with the price of copper. A small portion of
PT-FI's forecasted production of copper concentrates, and any
production in excess of these amounts, is sold in the spot
market. See "Cautionary Statements."
PT-FI has obtained commitments, including commitments from
Atlantic and PT-SC, for essentially all of its estimated 1999
production at market prices. PT-FI's share of sales for 1999 is
expected to approximate 1.4 billion pounds of copper and 2.1
million ounces of gold. PT-FI's estimated 1999 copper and gold
sales reflect management's expectation of producing at higher
mill throughput rates than in 1998 because of the fourth
concentrator mill expansion, offset by expected lower average ore
grades and recoveries compared to 1998. See "Cautionary
Statements." The lower projected ore grades for 1999 reflect the
capability of the expanded mill facilities to process large
volumes of lower grade ore material. PT-FI has a long-term
contract to provide Atlantic with approximately 60 percent of its
copper concentrate requirements at market prices. PT-FI is
providing 100 percent of PT-SC's copper concentrate requirements
at market prices; however, for the first 15 years of operations
the treatment and refining charges will not fall below a
specified minimum rate. After PT-SC's operations reach design
capacity, FCX anticipates that PT-FI will sell at least 50
percent of its annual concentrate production to Atlantic and PT-
SC.
Atlantic Copper, S.A.
Atlantic's smelter has a design capacity of 290,000 metric tons
of metal per year. Atlantic purchased approximately 70 percent
of its 1998 concentrate requirements from PT-FI at market prices.
Atlantic has a long-term contract through December 2004 to
purchase approximately 60 percent of its concentrate requirements
from PT-FI at market prices. During 1998, Atlantic treated
973,900 metric tons of concentrate, 5 percent more than the
929,700 metric tons treated in 1997.
P.T. Smelting Co.
During the third quarter of 1998, PT-SC completed construction of
its smelter/refinery in Gresik, East Java, Indonesia, which is
designed to produce 200,000 metric tons of metal per year. The
smelter furnace was ignited on October 12, 1998 with first
production of copper cathode in December 1998. Production is
expected to gradually increase to design capacity over an
approximate two-year period. PT-SC is a joint venture between
PT-FI, Mitsubishi Materials Corporation (Mitsubishi Materials),
Mitsubishi Corporation (Mitsubishi) and Nippon Mining & Metals
Co., Ltd. (Nippon), which own 25 percent, 60.5 percent, 9.5
percent and 5 percent, respectively, of the outstanding PT-SC
stock. PT-FI is providing 100 percent of PT-SC's copper
concentrate requirements at market rates; however, for the
6
first 15 years of operations the treatment and refining charges will
not fall below a specified minimum rate. PT-FI has also agreed
to assign, if necessary, its earnings in PT-SC to support a 13
percent cumulative annual return to Mitsubishi Materials,
Mitsubishi and Nippon for the first 20 years of commercial
operations.
Competition
FCX competes with other mining companies in the sale of its
mineral concentrates and the recruitment and retention of
qualified personnel. Some competing companies possess financial
resources equal to or greater than those of FCX. Management
believes, however, that FCX is the lowest cost copper producer in
the world, taking into account customary credits for related gold
and silver production, which serves as a significant competitive
advantage.
Social Development
FCX has a social and human rights policy to ensure it operates in
Irian Jaya in compliance with Indonesian laws, in a manner that
respects basic human rights and the culture of the people who are
indigenous to the area. PT-FI continues to incur significant
costs associated with its social and cultural activities. These
activities include comprehensive job training programs, basic
education programs, extensive malaria control and several public
health programs, agricultural assistance programs, a business
incubator program to encourage the local people to establish
their own small scale businesses, cultural preservation programs,
and charitable donations. In April 1996, PT-FI agreed to
commit at least one percent of its revenues for the following 10
years to support village-based, bottom-up health, education,
economic and social development programs in its area of
operations through the Freeport Fund for Irian Jaya Development
(FFIJD). This commitment replaced community development programs
undertaken by the company that spent a similar amount of money
each year. In 1998, PT-FI contributed $13.5 million to the
FFIJD.
In early 1996, the international consulting firm of LABAT-
Anderson undertook a comprehensive independent audit of social
programs at PT-FI's operations in Irian Jaya. In July 1997, the
LABAT-Anderson team submitted its final report to the Indonesian
Government and PT-FI, which noted that PT-FI had gone beyond the
usual role and responsibilities of a private company in providing
assistance for the development of the local people. The report
also made a number of recommendations designed to make PT-FI's
programs more effective, including restructuring PT-FI's
participation in the Indonesian Government's development plan for
the area to provide for more direct input by local people through
their leaders. At the end of 1998, discussions with local and
church leaders, government representatives and members of
interested non-governmental organizations successfully culminated
with the restructuring of the FFIJD. The new umbrella structure
is called the Lembaga Pengembangan Masyarakat-Irian Jaya (LPM-
IRJA), or the People's Development Foundation-Irian Jaya. The
LPM-IRJA Board of Directors is made up of the head of the local
government, currently a Kamoro, a leader of the Amungme people, a
leader of the Kamoro people, leaders of the three local churches
and a representative of PT-FI. The Board of Directors makes
grants from the FFIJD and has oversight for implementation of
local developmental programs, through the implementation Board,
which is headed by an Amungme leader and is composed of
representatives of all local indigenous groups.
The LPM-IRJA Board of Directors has approved a 1999/2000
operational plan and has selected a number of yayasans, or
foundations, to implement funded projects. The operational plan
provides some type of assistance for all 71 villages in the
Mimika district, with the greatest support going to the 29
villages defined by the Amungme and Kamoro as most critically
impacted by PT-FI's operations. Another important project will
be a new primary care hospital in Timika. Ground has been
broken for the 75-bed facility. The team which accomplished the
restructuring took care to socialize and communicate the results
in all Mimika villages before the implementation of any new
programs or projects.
While management believes that its efforts to be responsive to
the issues relating to the impact of its operations on the local
villages and tribes should serve to avoid disruptions of mining
operations, social and political instability in the area may, in
the future, have an adverse impact on PT-FI's mining operations.
Environmental Matters
FCX has an environmental policy committing it not only to
compliance with federal, state and local environmental statutes
and regulations, but also to continuous improvement of its
environmental performance at every operational site. Management
believes that PT-FI's operations are being conducted pursuant to
applicable permits and are in
7
compliance in all material respects
with applicable Indonesian environmental laws, rules and
regulations. Mining operations on the scale of PT-FI's operations
in Irian Jaya involve significant environmental challenges,
primarily related to the disposition of tailings, which are the
crushed and ground rock material resulting from the physical
separation of commercially valuable minerals from the ore. The
Company has an extensive, ongoing management system for the
disposal of tailings resulting from its milling operations. In
January 1997, PT-FI completed an engineered levee system, as part
of its Indonesian Government-approved Tailings Management Plan,
to minimize the impact of the tailings on the environment through
a controlled deposition area that ultimately will be reclaimed
and revegetated.
In 1995, PT-FI participated in a voluntary independent
environmental audit of its Irian Jaya operations under a program
monitored by the Indonesian Government. The environmental audit
report was completed and released in 1996 and included a total of
33 principal recommendations, all of which have been implemented.
The audit team identified the disposal of tailings as the most
critical environmental issue facing PT-FI, requiring significant
study, engineering and monitoring over the life of the mine. The
audit concluded PT-FI's Tailings Management Plan represented the
most suitable option for tailings disposal considering the
engineering and environmental challenges in Irian Jaya. The
audit also confirmed that: the tailings from PT-FI's mining
operations are non-toxic; the mining operations do not pose any
significant risk to Irian Jaya's biodiversity; and, PT-FI's
operations are being conducted in compliance in all material
respects with applicable Indonesian environmental laws, rules and
regulations. PT-FI has committed to independent external
environmental audits by qualified experts every three years, with
the results to be made public. The second such audit will be
conducted and made public in the second half of 1999. PT-FI is
also continuing its annual internal audits, through the life of
its mining operations, so that PT-FI's environmental management
and monitoring programs will remain sound and the operations will
remain in material compliance.
In December 1997, PT-FI received environmental approval from the
Minister of Environment for its Regional AMDAL (comprehensive
Environmental Assessment, Monitoring Plan and Management Plan)
study, which was necessary to allow PT-FI to expand its milling
rate up to a maximum of 300,000 MTPD. PT-FI's environmental
programs were developed, expanded and/or enhanced in accordance
with the approved 300,000 MTPD Regional AMDAL study.
The ultimate amount of PT-FI's reclamation and closure costs to
be incurred cannot currently be projected with precision.
Estimates involving environmental matters, such as closure some
thirty or more years in the future, are by their nature imprecise
and can be expected to be revised over time because of changes in
government regulations, operations, technology and inflation.
Ultimate reclamation and closure costs may require as much as
$100 million but are not expected to exceed $150 million. These
estimates are subject to revision over time as more complete
studies are performed and more definitive plans are formulated.
Some reclamation costs will be incurred throughout the remaining
life of the mine while most closure costs and the remaining
reclamation costs will be incurred at the end of the mine's life,
which is currently estimated to exceed 30 years. PT-FI had $9.2
million accrued on a unit-of-production basis as of December 31,
1998 for mine closure and reclamation costs. In 1996, PT-FI began
contributing to a cash fund ($0.9 million balance at December 31,
1998) designed to accumulate at least $100 million by the end of
its Indonesian mine's life. Proceeds from this fund, including
accrued interest, will be used to fund costs incurred for mine
closure and reclamation. An increasing emphasis on environmental
issues and future changes in regulations could require FCX to
incur additional costs that would be charged against future
operations.
Management believes that Atlantic's facilities and operations are
in compliance in all material respects with all applicable
Spanish environmental laws, rules and regulations. In 1996 and
1997, Atlantic successfully completed the environmental
improvement project started in 1994 in conjunction with expansion
activities at its copper smelter in Huelva. New technology
substantially reduced atmospheric emissions from its operations
even with an approximate doubling of production capacity. In
addition, dust emissions have decreased as a result of the
installation of new facilities for handling ore concentrates and
the addition of new bag filters in the concentrate drying and
furnace tapping areas. New gas scrubbers have significantly
reduced acid mist and particulate emissions.
The Indonesian and Spanish governments may periodically revise
their environmental laws and regulations or adopt new ones, and
the effects on the Company's operations of new or revised
regulations cannot be predicted. The Company has expended
significant resources, both financial and managerial, to comply
with environmental regulations and permitting and approval
requirements, and anticipates that it will continue to do so in
the future. There can be no assurance that additional
significant costs and liabilities will not be incurred to comply
with such current and future regulations or that such regulations
will not have a material effect on the Company's operations. See
"Cautionary Statements."
8
Guarantee of Loan for Purchase of PT-II Stock
In March 1997, P.T. Nusamba Mineral Industri (NMI), a subsidiary
of P.T. Nusantara Ampera Bakti, acquired from a third party
approximately 51 percent of the capital stock of PT-II. NMI
financed $254 million of the $315 million purchase price with a
variable-rate commercial loan maturing in March 2002. FCX has
agreed that if NMI defaults on the loan, FCX will purchase the
PT-II stock or the lenders' interest in the commercial loan for
the amount then due by NMI under the loan. FCX also agreed to
lend to NMI any amounts to cover any shortfalls between the
interest payments due on the commercial loan and the dividends
received by NMI from PT-II. At December 31, 1998, $25.4 million
was due in March 2002 from NMI because of interest payment
shortfalls. The amount of any future shortfalls will depend
primarily on the level of PT-FI's dividends to PT-II.
Employees and Relationship with FM Services Company
As of December 31, 1998, PT-FI had 6,349 employees (approximately
97 percent Indonesian). In addition, as of December 31, 1998,
PT-FI had approximately 2,252 contract workers, the vast majority
of whom were Indonesian. Approximately 57 percent of PT-FI's
Indonesian employees are members of the All Indonesia Workers'
Union, which operates under Indonesian Government supervision and
is party to a labor agreement covering PT-FI's hourly-paid
Indonesian employees that expires on September 30, 1999. PT-FI's
relations with the workers' union have generally been positive.
On August 11, 1998, PT-FI's mining and milling operations at its
Grasberg mine were suspended as a result of a wildcat work
stoppage by a group of workers, a majority of whom were employees
of contractors of PT-FI. On August 14, 1998, the workers
voluntarily returned to work and PT-FI began resuming operations.
The workers cited economic and other employment issues as the
reasons for their work stoppage. The employees of certain
contractors expressed a desire to become PT-FI employees, who
generally have higher wages and more attractive benefits. PT-FI
indicated that it would continue its practice of reviewing its
package of wages and benefits to ensure that PT-FI remains
competitive with other companies. The workers' union did not
authorize the work stoppage. The actions of the workers were
peaceful, there were no injuries or property damage and the
suspension and resumption of operations were conducted in an
orderly fashion. Shipments of concentrates were made from
inventory and were not disrupted by the work stoppage.
As of December 31, 1998, Atlantic had 773 employees, of which
approximately 31 percent are covered by union contracts.
Atlantic experienced no work stoppages in 1998 and relations with
these unions have also generally been good.
Since January 1, 1996, FM Services Company, a Delaware
corporation 45 percent owned by FCX (FMS), has furnished
executive, administrative, financial, accounting, legal, tax,
sales and similar services to FCX, PT-FI, Eastern Mining and
Atlantic. FCX reimburses FMS, at its cost, including allocated
overhead, for these services on a monthly basis. As of December
31, 1998, FCX had 42 employees and FMS had 207 employees. FMS
employees also provide services to two other publicly traded
companies.
Cautionary Statements
This report includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements are all statements other than statements of historical
fact included in this report, including, without limitation,
statements under the headings "Business and Properties," "Market
for Registrant's Common Equity and Related Stockholder Matters,"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations and Quantitative and Qualitative
Disclosures About Market Risk" regarding the Company's financial
position and liquidity, payment of dividends, strategic growth
initiatives, future capital needs, development and capital
expenditures (including the amount and nature thereof),
reclamation and closure costs, exploration efforts, reserve
estimates and additions, production levels, ore grades, commodity
prices, revenues, business strategies, and other plans and
objectives of the Company's management for future operations and
activities.
9
Forward-looking statements are based on certain assumptions and
analyses made by the Company in light of its experience and its
perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate
under the circumstances. These statements are subject to a
number of assumptions, risks and uncertainties, including the
risk factors discussed below and in the Company's other filings
with the Securities and Exchange Commission, general economic and
business conditions, the business opportunities that may be
presented to and pursued by the Company, changes in laws or
regulations and other factors, many of which are beyond the
Company's control. Readers are cautioned that these statements
are not guarantees of future performance, and the actual results
or developments may differ materially from those projected,
predicted or assumed in the forward-looking statements. All
subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these cautionary
statements. Important factors that could cause actual results
to differ materially from those projected in the forward-looking
statements include, among others:
Commodity Price Risk. FCX's revenues are derived primarily from
PT-FI's sale of copper concentrates, which also contain
significant amounts of gold, and from Atlantic's sale of copper
cathodes and wire rod. FCX's net income can vary significantly
with fluctuations in the market prices of copper and gold.
Prices for copper and gold historically have fluctuated widely
and are affected by numerous factors beyond FCX's control. In
addition, PT-FI's concentrate sales agreements, with regard to
copper, provide for provisional billings when shipped with final
settlement generally based on the average LME price for a
specified future month. Copper revenues on provisionally priced
open pounds are adjusted monthly based on then current prices.
Movement in the average price used for these open pounds will
have an impact on FCX's net income.
Indonesian Political, Economic and Social Risks. President
Suharto, who assumed power in 1966, was re-elected in March 1998
to a seventh consecutive five-year term. In May 1998, President
Suharto resigned his presidency in the wake of an economic
collapse in Indonesia and in the face of growing social unrest
and demonstrations. Vice-President B.J. Habibie succeeded Suharto
and has since announced new parliamentary elections will be held
in June 1999, followed by a presidential election currently
scheduled for September 1999.
Unfavorable economic conditions continue to affect Southeast
Asia, including Indonesia. Since early 1997, Indonesia's economy
has contracted, inflation increased dramatically, and the
Indonesian rupiah severely weakened initially and then partly
recovered and continues to be unpredictable. Financial
assistance to Indonesia is being provided by the International
Monetary Fund, and various political, financial and regulatory
changes are being implemented, including the scheduled June 1999
national parliamentary elections discussed above. International
copper and gold markets have been adversely affected by the
developments in Southeast Asia.
PT-FI's current mining operations are located in the Indonesian
province of Irian Jaya, which occupies the western half of the
island of New Guinea and became part of Indonesia during the
early 1960s. The area surrounding PT-FI's mining development is
sparsely populated by primitive local tribes and former residents
of more populous areas of Indonesia, some of whom have resettled
in Irian Jaya under the Indonesian Government's transmigration
program. A small segment of the local population has in the past
opposed Indonesian rule over Irian Jaya, and several small
separatist groups have sought political independence for the
province. Public discussion of the degree of political and
economic autonomy that may be allowed individual provinces,
including Irian Jaya, have been held and likely will continue
throughout the 1999 parliamentary and presidential elections.
Sporadic attacks on civilians by the separatists and sporadic but
highly publicized conflicts between separatists and the
Indonesian military have led to previous allegations of human
rights violations. PT-FI personnel have not been involved in
those conflicts. The Indonesian military occasionally has
exercised its right to appropriate transportation and other
equipment of PT-FI.
PT-FI's policy is to operate in Irian Jaya in compliance with
Indonesian laws, in a manner that respects basic human rights and
the culture of the people who are indigenous to the area. PT-FI
continues to incur significant costs associated with its social
and cultural activities. While management believes that its
efforts to be responsive to the issues relating to the impact of
its operations on the local tribes should serve to avoid
disruptions of mining operations, social and political
instability in the area may, in the future, have a material
adverse impact on PT-FI's mining operations.
10
Location and Industry Risks. PT-FI's mining operations are
located in steeply mountainous terrain in a very remote area of
Indonesia, which makes the conduct of its operations difficult
and has required PT-FI to overcome special engineering
difficulties and develop extensive infrastructure facilities.
The area is subject to considerable rainfall, which has led to
periodic floods and mud slides. The mine site is also in an
active seismic area, and earth tremors have been experienced from
time to time. PT-FI also is subject to the usual risks
encountered in the mining industry, including unexpected
geological conditions resulting in cave-ins, floodings and rock-
bursts and unexpected changes in rock stability conditions. PT-FI
has substantial insurance involving the amounts and types of
coverage as it believes are appropriate for its exploration,
development, mining and processing activities in Indonesia.
Environmental and Government Regulation. The Company's
exploration and mining activities in Irian Jaya involve
significant engineering and environmental challenges that relate
primarily to the location of the mine in remote, rugged highlands
and the disposition of tailings in an engineered, controlled and
managed deposition area near the sea. The Company has expended
significant resources, both financial and managerial, to comply
with environmental regulations and permitting and approval
requirements and anticipates that it will continue to do so in
the future. There can be no assurance that additional
significant costs and liabilities will not be incurred in order
to comply with current and future regulations.
Foreign Currency Exchange Risk. FCX conducts the majority of its
operations in Indonesia and Spain where its functional currency
is the U.S. dollar. All of FCX's revenues are denominated in
U.S. dollars; however, some costs and certain asset and liability
accounts are denominated in Indonesian rupiah, Australian dollars
or Spanish pesetas. Generally, FCX's results are adversely
affected when the U.S. dollar weakens against these foreign
currencies and positively affected when the U.S. dollar
strengthens against these foreign currencies.
Since early 1997, the Indonesian rupiah exchange rate has been
extremely volatile, severely weakening initially and partly
recovering later against the U.S. dollar and continuing to be
unpredictable. Operationally PT-FI has benefited from a weakened
Indonesian rupiah currency, primarily through lower labor costs.
During the first quarter of 1998, PT-FI began a currency hedging
program to reduce its exposure to changes in the Indonesian
rupiah and Australian dollar by entering into foreign currency
forward contracts to hedge a portion of its anticipated payments
in these currencies. At December 31, 1998, these contracts
hedged 120.0 billion of rupiah payments at an average exchange
rate of 19,478 rupiah to one U.S. dollar through August 1999,
approximately 40 percent of projected rupiah payments, and 79.2
million of Australian dollar payments at an average exchange rate
of 1.59 Australian dollars to one U.S. dollar through September
1999, approximately 80 percent of projected Australian dollar
payments.
A portion of Atlantic's operating costs and certain Atlantic
asset and liability accounts are denominated in Spanish pesetas.
Atlantic has a currency hedging program to reduce its exposure
to changes in the U.S. dollar and Spanish peseta exchange rate
that involves foreign currency forward contracts. At December
31, 1998, Atlantic had contracts, with a fair value of $2.0
million, to purchase 10.8 billion Spanish pesetas at an average
exchange rate of 144.7 pesetas to one U.S. dollar through
January 2000. These contracts currently hedge approximately 70
percent of Atlantic's projected net peseta cash outflows through
January 2000.
On January 1, 1999, a new common currency (the Euro) was
introduced to member states of the European Union, including
Spain. A transition period will extend until January 1, 2002.
Only a few of Atlantic's customers and none of its suppliers have
notified Atlantic of their intent to use the Euro as the currency
for commercial transactions beginning January 1, 1999. Atlantic
has not yet decided when it will adopt the Euro as its currency
for commercial transactions. Atlantic does not expect conversion
to the Euro currency to have a material impact on revenues or
expenses. A single European currency is expected to improve
Atlantic's competitiveness with other European copper smelters
and refiners by eliminating exchange rate differences.
Atlantic's current management information systems are designed to
accommodate multiple currencies and would not require major
modifications to process transactions involving the Euro.
Atlantic's peseta hedging contracts will be set at a fixed
exchange rate to the Euro and would continue to achieve their
objectives.
There can be no assurance that future movements in foreign
currency exchange rates will not have a negative effect on
operating results.
11
Risks Associated with the Year 2000 Issue. The Year 2000 (Y2K)
issue is the result of computerized systems being written to
store and process the year portion of dates using two digits
rather than four. Date-aware systems (i.e., any system or
component that performs calculations, comparisons, sequencing or
other operations involving dates) may fail or produce erroneous
results on or before January 1, 2000 because the year 2000 will
be interpreted as the year 1900.
FCX has been pursuing a strategy to ensure all its significant
computer systems will be able to process dates from and after
January 1, 2000, including leap years, without critical systems
failure (Y2K Compliant or Y2K Compliance). Computerized systems
are integral to the operations of FCX, particularly for plant and
equipment process control at its mining, milling and smelting
production facilities. Certain services are provided to FCX and
its subsidiaries by FMS, which is responsible for ensuring Y2K
Compliance for the systems it manages. FMS has separately
prepared a plan for its Y2K Compliance. Certain PT-FI
infrastructure assets within PT-FI's area of operations are
operated by third parties. Each respective third party is
responsible for its own Y2K Compliance, although PT-FI is
coordinating their activities and providing oversight. Progress
of the Y2K plan is being monitored by FCX executive management
and reported to the Audit Committee of the FCX Board of
Directors. In addition, the independent accounting firm
functioning as FCX's internal auditors is assisting management in
monitoring the progress of the Y2K plan. FCX believes all
critical components of the plan are on schedule for completion by
the end of the second quarter of 1999.
Expenditures for the necessary Y2K-related modifications will
largely be funded by routine software and hardware maintenance
fees paid by FCX or FMS. Based on current information, FCX
believes that the estimated incremental cost of Y2K Compliance
not covered by routine software and hardware maintenance fees
will total approximately $3 million, most of which is expected to
be incurred in 1999. If the necessary software modifications
and conversions are not made, or are delayed, the Y2K issue could
have a material impact on FCX operations. Additionally, cost
estimates are based on management's best estimates, which are
derived using numerous assumptions of future events including the
continued availability of certain resources, third party
modification plans and other factors. There also can be no
assurance that the systems of other companies will be converted
on a timely basis or that their failure to convert will not have
a material adverse effect on FCX.
Based on its Y2K risk assessment work, FCX believes the most
likely Y2K-related failures would probably be temporary
disruption in certain materials and services provided by third
parties, which would not be expected to have a material adverse
effect on FCX's financial condition or results of operations.
FCX believes that these third-party risks will be mitigated
through its contingency plans for critical purchased commodities
and close monitoring of compliance for other third parties that
are important to its operations.
Companies, including FCX, cannot make Y2K Compliance
certifications because the ability of any organization's systems
to operate reliably after midnight on December 31, 1999 is
dependent upon factors that may be outside the control of, or
unknown to, the organization. Although FCX believes the
likelihood of any or all of the above risks occurring is low,
specific contingency plans to address certain risk areas will be
developed, if needed, beginning in the first quarter of 1999.
While there can be no assurance that FCX will not be materially
adversely affected by Y2K problems, it is committed to ensuring
that it is fully Y2K ready and believes its plans adequately
address the above-mentioned risks.
Reserves and Exploration Risks. FCX reserve amounts, which are
determined in accordance with established mining industry
practices and standards, are estimates only. PT-FI's mines,
whether in the production or development stages, may not conform
to geological concepts or other expectations, so that the volume
and grade of reserves recovered and the rates of production may
be more or less than anticipated. Because ore bodies do not
contain uniform grades of minerals, ore recovery rates will vary
from time to time, resulting in variations in volumes of minerals
sold from period to period. Further, market price fluctuations
in copper, gold and, to a lesser extent, silver, and changes in
operating and capital costs may render certain existing ore
reserves uneconomic to develop. Further, no assurance can be
given that FCX's exploration programs will result in the
discovery of additional commercially exploitable mineral
deposits.
12
Holding Company Structure. Because FCX is primarily a holding
company, conducting business through its subsidiaries, its
ability to meet its financial obligations and to pay dividends on
its preferred and common stock will depend on the earnings and
cash flow of its subsidiaries and the ability of its subsidiaries
to pay dividends and to advance funds to the Company. Under
certain circumstances, contractual and legal restrictions, as
well as the financial condition and operating requirements of
PT-FI and the Company's other subsidiaries, could limit the
Company's ability to obtain cash from its subsidiaries for the
purpose of meeting its debt service obligations and to pay
dividends. Any right of the Company to participate in any
distribution of the assets of PT-FI , Atlantic and its other
subsidiaries upon the liquidation, reorganization or insolvency
thereof would, with certain exceptions, be subject to the claims
of creditors (including trade creditors) and preferred
stockholders (if any) of such subsidiaries.
Item 3. Legal Proceedings.
Tom Beanal v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper &
Gold Inc., Civ. No. 96-1474 (E.D. La. filed Apr. 29, 1996). In
March 1998, the U. S. District Court for the Eastern District of
Louisiana dismissed with prejudice the plaintiff's third amended
complaint. The court held that the plaintiff failed to plead
facts underlying his claims against FCX. The plaintiff has
appealed the court's decision. The plaintiff alleges
environmental, human rights and social/cultural violations in
Indonesia and seeks $6 billion in monetary damages and other
equitable relief. FCX will continue to defend this action
vigorously.
Yosefa Alomang v. Freeport-McMoRan Inc. and Freeport-McMoRan
Copper & Gold Inc., Civ. No. 96-9962 (Orleans Civ. Dist. Ct. La.
filed June 19, 1996). The plaintiff alleges substantially
similar violations as those alleged in the Beanal suit and seeks
unspecified monetary damages and other equitable relief. In
February 1997, the Civil District Court of the Parish of Orleans,
State of Louisiana dismissed this purported class action for lack
of subject matter jurisdiction because the alleged conduct and
damages occurred in Indonesia. In March 1998, the Louisiana
Fourth Circuit Court of Appeal reversed the trial court's
dismissal and found that subject matter jurisdiction existed over
some claims. In July 1998, the Louisiana Supreme Court denied
without comment FCX's writ application in which FCX sought a
review of the Fourth Circuit's earlier ruling. The plaintiff has
amended its complaint. FCX has additional legal defenses to the
action it is pursuing. FCX will continue to defend this action
vigorously.
In addition to the foregoing proceedings, FCX may be from time to
time involved in various legal proceedings of a character
normally incident to the ordinary course of its business.
Management believes that potential liability in any proceedings
would not have a material adverse effect on the financial
condition or results of operations of FCX. FCX maintains
liability insurance to cover some, but not all, potential
liabilities normally incident to the ordinary course of its
business as well as other insurance coverage customary in its
business, with coverage limits as management deems prudent.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
13
Executive Officers of the Registrant.
Certain information as of March 1, 1999 about the executive
officers of FCX, including their position or office with FCX, PT-
FI and Atlantic, is set forth in the following table and
accompanying text:
Name Age Position or Office
- ---- --- ------------------
Richard C. Adkerson 52 President and Chief Operating
Officer of FCX. Director and
Executive Vice President of PT-FI.
Michael J. Arnold 46 Senior Vice President of FCX.
Director and Executive Vice
President of PT-FI.
Stephen M. Jones 40 Senior Vice President and
Chief Financial Officer of FCX.
Director and Executive Vice
President of PT-FI.
W. Russell King 49 Senior Vice President of FCX.
Adrianto Machribie 57 President Director of PT-FI.
John A. Macken 47 Senior Vice President of FCX.
Executive Vice President of PT-FI.
James R. Moffett 60 Director, Chairman of the
Board and Chief Executive Officer
of FCX. President Commissioner of
PT-FI.
Paul S. Murphy 55 Senior Vice President of FCX.
Commissioner of PT-FI.
Craig E. Saporito 47 Senior Vice President and
Treasurer of FCX. Treasurer of PT-FI.
Steven D. Van Nort 58 Senior Vice President of FCX.
Executive Vice President of PT-FI.
Robert M. Wohleber 48 Senior Vice President of FCX.
Senior Vice President of PT-FI.
Chairman of Atlantic.
Richard C. Adkerson has served as FCX's President and Chief
Operating Officer since April 1997. Mr. Adkerson is also
Executive Vice President and a director of PT-FI, and Co-
Chairman of the Board, President and Chief Executive Officer of
McMoRan Exploration Co. (MMR). From April 1994 to November 1998
he was Co-Chairman of the Board and Chief Executive Officer of
McMoRan Oil & Gas Co. (MOXY), and from November 1997 to November
1998 he was Vice Chairman of the Board of Freeport-McMoRan
Sulphur Inc. (FSC). Mr. Adkerson served as Executive Vice
President of FCX from July 1995 to April 1997, as Senior Vice
President from February 1994 to July 1995 and as Chief Financial
Officer from July 1995 to November 1998. He also served as
Chairman of the Board of Stratus Properties Inc., a real estate
development company, from May 1993 to August 1998, as President
from August 1995 to May 1996 and as Chief Executive Officer from
May 1996 to May 1998. Mr. Adkerson served as Vice Chairman of
the Board of Freeport-McMoRan Inc. (FTX) from August 1995 to
December 1997 and as Senior Vice President and Chief Financial
Officer of FTX from May 1992 to August 1995.
Michael J. Arnold has served as Senior Vice President of FCX
since November 1996. Mr. Arnold is also Executive Vice President
and a director of PT-FI, and Senior Vice President of MMR. From
July 1994 to November 1996, Mr. Arnold was Vice President and
Controller - Operations of FCX. Mr. Arnold also served as a
Senior Vice President of FTX from November 1996 until December
1997. From October 1991 to November 1996, he was Vice President
of FTX, serving as Controller - Operations from May 1993 to
November 1996.
Stephen M. Jones has served as Senior Vice President and Chief
Financial Officer of FCX since November 1998. Mr. Jones is also
Executive Vice President and a director of PT-FI. Mr. Jones
served as Vice President of FCX from July 1992 to December 1994.
He served as Senior Vice President of PT-FI from June 1992 to
December 1994.
14
W. Russell King has served as Senior Vice President of FCX since
July 1994. Mr. King served as Senior Vice President of FTX from
November 1993 to December 1997.
Adrianto Machribie has served as President Director of PT-FI
since March 1996. From September 1992 to March 1996, Mr.
Machribie was a director and Executive Vice President of PT-FI.
John A. Macken has served as Senior Vice President of FCX since
December 1997. He is also Executive Vice President of PT-FI.
From April 1996 to December 1997, Mr. Macken was a Vice President
of FCX. From April 1995 to March 1996, Mr. Macken served as a
director of PT-FI and from April 1993 to April 1995, he served as
a Vice President of PT-FI.
James R. Moffett has served as Chairman of the Board and Chief
Executive Officer of FCX since July 1995 and has served as a
director of FCX since May 1992. He is also President
Commissioner of PT-FI and Co-Chairman of the Board of MMR. From
November 1994 to November 1998 he was Co-Chairman of the Board of
MOXY and from November 1997 to November 1998 he was Co-Chairman
of the Board of FSC. Mr. Moffett served as Chairman of the Board
of FTX from May 1992 to December 1997.
Paul S. Murphy has served as Senior Vice President of FCX since
March 1998. Mr. Murphy is also a Commissioner of PT-FI. Mr.
Murphy served as Executive Vice President of PT-FI from September
1992 to May 1998.
Craig E. Saporito has served as Senior Vice President and
Treasurer of FCX since November 1997. Mr. Saporito is also
Treasurer of PT-FI and Senior Vice President and Treasurer of
MMR. From July 1994 to November 1997, Mr. Saporito was a Vice
President of FCX and from May 1988 to December 1997, he was a
Vice President of FTX.
Steven D. Van Nort has served as Senior Vice President of FCX
since December 1997. Mr. Van Nort also serves as Executive Vice
President of PT-FI. From March 1995 to December 1997, Mr. Van
Nort was a Vice President of FCX and from June 1992 to June 1997,
he served as a Senior Vice President of PT-FI.
Robert M. Wohleber has served as Senior Vice President of the
Company since November 1997. He is also Senior Vice President of
PT-FI, Chairman of Atlantic, and Executive Vice President, Chief
Financial Officer and a director of MMR. He served as a Vice
President of FCX from July 1994 to November 1997, as Vice
President and Treasurer of FCX from July 1993 to July 1994. Mr.
Wohleber served as President and Chief Executive Officer of FSC
from November 1997 to November 1998 and as a director of FSC from
August 1997 to November 1998. Mr. Wohleber served as Senior Vice
President and Chief Financial Officer of FTX from November 1996
to December 1997. He was Vice President of FTX from June 1994 to
November 1996 and Vice President and Treasurer of FTX from May
1992 to June 1994.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
The information set forth under the captions "FCX Class A Common
Shares," "FCX Class B Common Shares" and "Common Share
Dividends," on the inside back cover of the Annual Report is
incorporated herein by reference. As of March 8, 1999, there
were 8,120 and 12,936 holders of record of FCX's Class A and
Class B common stock, respectively.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected Financial
and Operating Data," on page 18 of the Annual Report is
incorporated herein by reference.
FCX's ratio of earnings to fixed charges for each of the years
1994 through 1998, inclusive, was 7.5x, 5.9x, 4.5x, 3.8x, and
2.5x, respectively. For this calculation, earnings consist of
income from continuing operations before income taxes, minority
interests and fixed charges. Fixed charges include interest and
that portion of rent deemed representative of
15
interest. FCX's ratio of earnings to fixed charges and preferred stock
dividends for each of the years 1994 through 1998, inclusive, was 2.1x,
3.0x, 2.6x, 2.8x and 1.9x, respectively. For this calculation,
the preferred stock dividend requirements were assumed to be
equal to the pre-tax earnings which would be required to cover
such dividend requirements. The amount of such pre-tax earnings
required to cover preferred stock dividends was computed using
tax rates for the applicable years.
Items 7. and 7A. Management's Discussion and Analysis of
Financial Condition and Results of Operations and Quantitative
and Qualitative Disclosures About Market Risk.
The information set forth under the caption "Management's
Discussion and Analysis" on pages 19 through 27, inclusive, 29,
31 and 33, as well as the "Working Toward Sustainable
Development" report on pages 6 through 17 of the Annual Report
are incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements of FCX appearing on pages 28, 30, 32 and
34, the notes thereto appearing on pages 35 through 50,
inclusive, the report thereon of Arthur Andersen LLP appearing on
page 51, and the report of management on page 51 of the Annual
Report are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
Not applicable.
PART III
Items 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Information About
Nominees and Directors" of the Proxy Statement submitted to the
stockholders of the registrant in connection with its 1999 Annual
Meeting to be held on May 6, 1999 is incorporated herein by
reference.
Items 11. Executive Compensation.
The information set forth under the captions "Director
Compensation" and "Executive Officer Compensation" of the Proxy
Statement submitted to the stockholders of the registrant in
connection with its 1999 Annual Meeting to be held on May 6, 1999
is incorporated herein by reference.
Items 12. Security Ownership of Certain Beneficial Owners and
Management.
The information set forth under the captions "Stock Ownership of
Directors and Executive Officers" and "Stock Ownership of Certain
Beneficial Owners" of the Proxy Statement submitted to the
stockholders of the registrant in connection with its 1999 Annual
Meeting to be held on May 6, 1999 is incorporated herein by
reference.
Items 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Certain
Transactions" of the Proxy Statement submitted to the
stockholders of the registrant in connection with its 1999 Annual
Meeting to be held on May 6, 1999 is incorporated herein by
reference.
16
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a)(1). Financial Statements.
Reference is made to the Index to Financial Statements appearing
on page F-1 hereof.
(a)(2). Financial Statement Schedules.
Reference is made to the Index to Financial Statements appearing
on page F-1 hereof.
(a)(3). Exhibits.
Reference is made to the Exhibit Index beginning on page E-1
hereof.
(b). Reports on Form 8-K.
During the last quarter of the period covered by this report, FCX
filed one Current Report on Form 8-K dated December 9, 1998
reporting information under Item 5.
17
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 19, 1999.
Freeport-McMoRan Copper & Gold Inc.
By: /s/ James R. Moffett
-------------------------
James R. Moffett
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities
indicated on March 19, 1999.
Signatures
- ----------
Chairman of the Board, Chief
Executive Officer and
/s/ James R. Moffett Director (Principal Executive Officer)
- --------------------
James R. Moffett
* President and Chief Operating Officer
- ----------------------
Richard C. Adkerson
Senior Vice President and
Chief Financial Officer
* (Principal Financial Officer)
- ---------------------
Stephen M. Jones
Vice President and Controller
- Financial Reporting
* (Principal Accounting Officer)
- ----------------------
C. Donald Whitmire
* Director
- ----------------------
Robert W. Bruce III
* Director
- ---------------------
Leon A. Davis
* Director
- --------------------
Robert A. Day
* Director
- ------------------------
William B. Harrison, Jr.
S-1
* Director
- ------------------------
J. Bennett Johnston
* Director
- ------------------------
Henry A. Kissinger
* Director
- -----------------------
Bobby Lee Lackey
* Director
- -----------------------
Rene L. Latiolais
* Director
- -----------------------
Jonathan C. A. Leslie
* Director
- -----------------------
Gabrielle K. McDonald
* Director
- ----------------------
George A. Mealey
* Director
- ----------------------
George Putnam
* Director
- ----------------------
B. M. Rankin
* Director
- ----------------------
J. Taylor Wharton
*By: /s/ James R. Moffett
---------------------
James R. Moffett
Attorney-in-Fact
S-2
FREEPORT-McMoRan COPPER & GOLD INC.
INDEX TO FINANCIAL STATEMENTS
The financial statements of FCX appearing on pages 28, 30,
32, and 34, the notes thereto appearing on pages 35 through 50,
inclusive, and the report thereon of Arthur Andersen LLP
appearing on page 51 of FCX's 1998 Annual Report to stockholders
are incorporated herein by reference.
The financial statements in schedule I listed below should
be read in conjunction with such financial statements contained
in FCX's 1998 Annual Report to stockholders.
Page
Report of Independent Public Accountants F-1
Schedule I-Condensed Financial Information of Registrant F-2
Schedule II-Valuation and Qualifying Accounts F-4
Schedules other than the ones listed above have been omitted
since they are either not required, not applicable or the
required information is included in the financial statements or
notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted
auditing standards, the financial statements as of December 31,
1998 and 1997 and for each of the three years in the period ended
December 31, 1998 included in Freeport-McMoRan Copper & Gold
Inc.'s Annual Report to stockholders incorporated by reference in
this Form 10-K, and have issued our report thereon dated January
19, 1999. Our audits were made for the purpose of forming an
opinion on those statements taken as a whole. The schedules
listed in the index above are the responsibility of the Company's
management and are presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of
the basic financial statements. These schedules have been
subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, fairly state in
all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a
whole.
Arthur Andersen LLP
New Orleans, Louisiana,
January 19, 1999
F-1
FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
December 31,
----------------------
1998 1997
---------- ----------
(In Thousands)
Assets:
Cash and cash equivalents $ 802 $ 1,501
Interest receivable 7,996 12,597
Due from affiliates 41,766 88,098
Notes receivable from PT-FI 832,492 982,492
Note receivable from NMI 25,438 7,614
Investment in PT-FI and PT-II 610,234 455,610
Investment in Atlantic Copper 51,418 46,744
Other assets 43,118 40,497
---------- ----------
Total assets $1,613,264 $1,635,153
========== ==========
Liabilities and Stockholders' Equity:
Accounts payable and accrued liabilities $ 17,300 $ 18,999
Long-term debt 967,251 825,250
Other liabilities and deferred credits 2,457 5,785
Deferred income taxes 22,833 6,220
Redeemable preferred stock 500,007 500,007
Stockholders' equity 103,416 278,892
---------- ----------
Total liabilities and
stockholders' equity $1,613,264 $1,635,153
========== ==========
STATEMENTS OF INCOME
Years Ended December 31,
----------------------------
1998 1997 1996
-------- -------- --------
(In Thousands)
Income from investment in PT-FI
and PT-II, net of
PT-FI tax provision $211,232 $218,752 $253,895
Net income (loss) from
investment in Atlantic Copper 4,674 3,391 (24,258)
Intercompany charges and eliminations (7,700) 53,117a 7,244
Exploration expenses (8,958) (11,198) -
General and administrative expenses (7,082) (8,855) (9,141)
Depreciation and amortization (4,384) (3,873) (3,590)
Interest expense, net (66,141) (59,626) (21,191)
Interest income on PT-FI notes receivable:
Promissory notes 29,273 47,219 29,150
8.235% debenture 8,101 11,723 12,353
Step-up debenture - 3,083 6,327
Gold and silver production
payment loans 19,212 20,451 23,696
Other income (expense), net 1,326 878 (1,698)
Provision for income taxes (25,705) (29,954) (46,538)
-------- -------- --------
Net income 153,848 245,108 226,249
Preferred dividends (35,531) (36,567) (51,569)
-------- -------- --------
$118,317 $208,541 $174,680
======== ======== ========
(a)Includes amounts for elimination of intercompany profit
totaling $(7.7) million in 1998, $9.3 million in 1997 and
$7.2 million in 1996 as well as intercompany charges for
stock-based incentive compensation totaling $43.8 million in
1997.
The footnotes to the consolidated financial statements of FCX
contained in FCX's 1998 Annual Report to stockholders are an
integral part of these statements.
F-2
FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOW
Years Ended December 31,
----------------------------
1998 1997 1996
-------- -------- --------
(In Thousands)
Cash flow from operating activities:
Net income $153,848 $245,108 $226,249
Adjustments to reconcile net income
to net cash provided by
operating activities:
Income from investment
in PT-FI and PT-II (211,232) (218,293) (253,895)
Deferred income taxes 16,613 1,400 4,820
Net (income) loss from
investment in Atlantic Copper (4,674) (3,391) 24,258
Elimination of intercompany profit 7,700 (9,271) (7,244)
Dividends received from PT-FI and PT-II 48,832 205,092 220,916
Depreciation and amortization 4,384 3,873 3,590
Decrease (increase) in interest
receivable and due from affiliates 50,933 (44,358) (5,214)
Increase (decrease) in accounts
payable and accrued liabilities (1,699) (1,898) 4,501
Other 3,208 7,536 (1,087)
-------- -------- --------
Net cash provided by
operating activities 67,913 185,798 216,894
-------- -------- --------
Cash flow from investing activities:
Other (9,583) (11,895) (11,138)
-------- -------- --------
Net cash used in investing activities (9,583) (11,895) (11,138)
-------- -------- --------
Cash flow from financing activities:
Cash dividends paid:
Class A common stock (14,157) (73,309) (69,425)
Class B common stock (21,225) (105,032) (106,341)
Convertible exchangeable
preferred stock - - (15,498)
Step-up convertible preferred stock (24,500) (24,642) (19,250)
Mandatory redeemable preferred stock (14,657) (15,901) (17,689)
Proceeds from sale of Senior notes - - 445,570
Proceeds from debt 161,506 180,000 31,561
Repayment of debt (19,504) (17,310) (137,000)
Loans to PT-FI - - (244,682)
Repayment from PT-FI 150,000 325,320 147,315
Loans to NMI (17,824) (7,614) -
Purchase of FCX common shares (259,213) (438,388) (220,997)
Other 545 4,232 829
-------- -------- --------
Net cash used in financing activities (59,029) (172,644) (205,607)
-------- -------- --------
Net increase (decrease) in cash
and cash equivalents (699) 1,259 149
Cash and cash equivalents
at beginning of year 1,501 242 93
-------- -------- --------
Cash and cash equivalents
at end of year $ 802 $ 1,501 $ 242
======== ======== ========
Interest paid $ 68,950 $ 59,798 $ 28,249
======== ======== ========
Taxes paid $ 8,629 $ 28,286 $ 41,586
======== ======== ========
The footnotes to the consolidated financial statements of FCX
contained in FCX's 1998 Annual Report to stockholders are an
integral part of these statements.
F-3
FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Col. A Col. B Col. C Col. D Col. E
- ----------------- ---------- ---------------------- ------- ---------
Additions
----------------------
Balance at Charged to Charged to Other Balance at
Beginning Costs and Other Add End of
of Period Expense Accounts (Deduct) Period
--------- ---------- ---------- -------- ---------
(In Thousands)
Reserves and allowances
deducted from asset
accounts:
1998
Materials and supplies
reserves $29,513 $ 3,000 $ - $(7,880) $24,633
Allowance for uncollectible
value-added taxes 3,825 833 833 - 5,491
1997
Materials and supplies
reserves 19,340 12,000 - (1,827) 29,513
Allowance for uncollectible
value-added taxes 5,337 1,809 289 (3,610) 3,825
1996
Materials and supplies
reserves 26,040 3,000 - (9,700) 19,340
Allowance for uncollectible
value-added taxes 3,438 1,813 201 (115) 5,337
Reclamation and mine
shutdown reserves:
1998
PT-FI $ 5,466 $3,763 $ - $ - $9,229
1997
PT-FI 500 4,966 - - 5,466
1996
PT-FI - 500 - - 500
F-4
Freeport-McMoRan Copper & Gold Inc.
EXHIBIT INDEX
Exhibit
Number
Description
2.1 Agreement, dated as of May 2, 1995 by and between Freeport-
McMoRan Inc. (FTX) and FCX and The RTZ Corporation PLC, RTZ
Indonesia Limited, and RTZ America, Inc. (the Rio Tinto
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 Rio Tinto 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.
2.3 Distribution Agreement dated as of July 5, 1995 between FTX
and FCX. Incorporated by reference to Exhibit 2.1 to the
Quarterly Report on Form 10-Q of FTX for the quarter ended
September 30, 1995 (the FTX 1995 Third Quarter Form 10-Q).
3.1 Composite copy of the Certificate of Incorporation of FCX.
Incorporated by reference to Exhibit 3.1 to the Quarterly
Report on Form 10-Q of FCX for the quarter ended June 30,
1995 (the FCX 1995 Second Quarter Form 10-Q).
3.2 Amended By-Laws of FCX dated as of March 12, 1999.
4.1 Certificate of Designations of the Step-Up Convertible
Preferred Stock of FCX. Incorporated by reference to
Exhibit 4.2 to the FCX 1995 Second Quarter Form 10-Q.
4.2 Deposit Agreement dated as of July 1, 1993 among FCX,
ChaseMellon Shareholder Services, L.L.C. (ChaseMellon), as
Depositary, and holders of depositary receipts (Step-Up
Depositary Receipts) evidencing certain Depositary Shares,
each of which, in turn, represents 0.05 shares of Step-Up
Convertible Preferred Stock. Incorporated by reference to
Exhibit 4.5 to the Annual Report on Form 10-K of FCX for the
fiscal year ended December 31, 1993 (the FCX 1993 Form 10-
K).
4.3 Form of Step-Up Depositary Receipt. Incorporated by
reference to Exhibit 4.6 to the FCX 1993 Form 10-K.
4.4 Certificate of Designations of the Gold-Denominated
Preferred Stock of FCX. Incorporated by reference to
Exhibit 4.3 to the FCX 1995 Second Quarter Form 10-Q.
4.5 Deposit Agreement dated as of August 12, 1993 among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts (Gold-Denominated Depositary Receipts) evidencing
certain Depositary Shares, each of which, in turn,
represents 0.05 shares of Gold-Denominated Preferred Stock.
Incorporated by reference to Exhibit 4.8 to the FCX 1993
Form 10-K.
4.6 Form of Gold-Denominated Depositary Receipt. Incorporated
by reference to Exhibit 4.9 to the FCX 1993 Form 10-K.
4.7 Certificate of Designations of the Gold-Denominated
Preferred Stock, Series II (the Gold-Denominated Preferred
Stock II) of FCX. Incorporated by reference to Exhibit 4.4
to the FCX 1995 Second Quarter Form 10-Q.
4.8 Deposit Agreement dated as of January 15, 1994, among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts (Gold-Denominated II Depositary Receipts)
evidencing certain Depositary Shares, each of which, in
turn, represents 0.05 shares of Gold-Denominated Preferred
Stock II. Incorporated by reference to Exhibit 4.2 to the
Quarterly Report on Form 10-Q of FCX for the quarter ended
March 31, 1994 (the FCX 1994 First Quarter Form 10-Q).
E-1
4.9 Form of Gold-Denominated II Depositary Receipt.
Incorporated by reference to Exhibit 4.3 to the FCX 1994
First Quarter Form 10-Q.
4.10 Certificate of Designations of the Silver-Denominated
Preferred Stock of FCX. Incorporated by reference to
Exhibit 4.5 to the FCX 1995 Second Quarter Form 10-Q.
4.11 Deposit Agreement dated as of July 25, 1994 among FCX,
ChaseMellon, as Depositary, and holders of depositary
receipts (Silver-Denominated Depositary Receipts) evidencing
certain Depositary Shares, each of which, in turn, initially
represents 0.025 shares of Silver-Denominated Preferred
Stock. Incorporated by reference to Exhibit 4.2 to the July
15, 1994 Form 8-A.
4.12 Form of Silver-Denominated Depositary Receipt. Incorporated
by reference to Exhibit 4.1 to the July 15, 1994, Form 8-A.
4.13 $550 million Composite Restated Credit Agreement dated as of
July 17, 1995 (the PT-FI Credit Agreement) among PT-FI, FCX,
the several financial institutions that are parties thereto,
First Trust of New York, National Association, as PT-FI
Trustee, Chemical Bank, as administrative agent and FCX
collateral agent, and The Chase Manhattan Bank (National
Association), as documentary agent. Incorporated by
reference to Exhibit 4.16 to the Annual Report of FCX on
Form 10-K for the year ended December 31, 1995 (the FCX 1995
Form 10-K).
4.14 Amendment dated as of July 15, 1996 to the PT-FI Credit
Agreement among PT-FI, FCX, the several financial
institutions that are parties thereto, First Trust of New
York, National Association, as PT-FI Trustee, Chemical Bank,
as administrative agent and FCX collateral agent, and The
Chase Manhattan Bank (National Association), as documentary
agent. Incorporated by reference to Exhibit 4.2 to the
Quarterly Report of FCX on Form 10-Q for the quarter ended
September 30, 1996 (the FCX 1996 Third Quarter Form 10-Q).
4.15 Amendment dated as of October 9, 1996 to the PT-FI Credit
Agreement among PT-FI, FCX, the several financial
institutions that are parties thereto, First Trust of New
York, National Association, as PT-FI Trustee, The Chase
Manhattan Bank (formerly Chemical Bank), as administrative
agent, security agent and JAA security agent, and The Chase
Manhattan Bank (as successor to The Chase Manhattan Bank
(National Association)), as documentary agent. Incorporated
by reference to Exhibit 10.2 to the Current Report on Form
8-K of FCX dated and filed November 13, 1996 (the FCX
November 13, 1996 Form 8-K).
4.16 Amendment dated as of March 7, 1997 to the PT-FI Credit
Agreement among PT-FI, FCX, the several financial
institutions that are parties thereto, First Trust of New
York, National Association, as PT-FI Trustee, The Chase
Manhattan Bank, as administrative agent, security agent and
JAA security agent, and The Chase Manhattan Bank, as
documentary agent. Incorporated by reference to Exhibit
4.16 to the Annual Report of FCX on Form 10-K for the year
ended December 31, 1997 (the FCX 1997 Form 10-K).
4.17 Amendment dated as of July 24, 1997 to the PT-FI Credit
Agreement among PT-FI, FCX, the several financial
institutions that are parties thereto, First Trust of New
York, National Association, as PT-FI Trustee, The Chase
Manhattan Bank, as administrative agent, security agent and
JAA security agent, and The Chase Manhattan Bank, as
documentary agent. Incorporated by reference to Exhibit
4.17 to the FCX 1997 Form 10-K.
4.18 $200 million Credit Agreement dated as of June 30, 1995 (the
CDF) among PT-FI, FCX, the several financial institutions
that are parties thereto, First Trust of New York, National
Association, as PT-FI Trustee, Chemical Bank, as
administrative agent and FCX collateral agent, The Chase
Manhattan Bank (National Association), as documentary agent.
Incorporated by reference to Exhibit 4.2 to the FCX 1995
Third Quarter Form 10-Q.
4.19 Amendment dated as of July 15, 1996 to the CDF among PT-FI,
FCX, the several financial institutions that are parties
thereto, First Trust of New York, National Association, as
PT-FI Trustee, Chemical Bank, as administrative agent and
FCX collateral agent, and The Chase Manhattan Bank (National
Association), as documentary agent. Incorporated by
reference to Exhibit 4.1 to the FCX 1996 Third Quarter Form
10-Q.
E-2
4.20 Amendment dated as of October 9, 1996 to the CDF among PT-
FI, FCX, the several financial institutions that are parties
thereto, First Trust of New York, National Association, as
PT-FI Trustee, The Chase Manhattan Bank (formerly Chemical
Bank), as administrative agent, security agent and JAA
security agent, and The Chase Manhattan Bank (as successor
to The Chase Manhattan Bank (National Association)), as
documentary agent. Incorporated by reference to Exhibit
10.1 to the FCX November 13, 1996 Form 8-K.
4.21 Amendment dated as of March 7, 1997 to the CDF among PT-FI,
FCX, the several financial institutions that are parties
thereto, First Trust of New York, National Association, as
PT-FI Trustee, The Chase Manhattan Bank, as administrative
agent, security agent and JAA security agent, and The Chase
Manhattan Bank, as documentary agent. Incorporated by
reference to Exhibit 4.21 to the FCX 1997 Form 10-K.
4.22 Amendment dated as of July 24, 1997 to the CDF among PT-FI,
FCX, the several financial institutions that are parties
thereto, First Trust of New York, National Association, as
PT-FI Trustee, The Chase Manhattan Bank, as administrative
agent, security agent and JAA security agent, and The Chase
Manhattan Bank, as documentary agent. Incorporated by
reference to Exhibit 4.22 to the FCX 1997 Form 10-K.
4.23 Senior Indenture dated as of November 15, 1996 from FCX to
The Chase Manhattan Bank, as Trustee. Incorporated by
reference to Exhibit 4.1 to the Current Report on Form 8-K
of FCX dated November 13, 1996 and filed November 15, 1996.
4.24 First Supplemental Indenture dated as of November 18, 1996
from FCX to The Chase Manhattan Bank, as Trustee, providing
for the issuance of the Senior Notes and supplementing the
Senior Indenture dated November 15, 1996 from FCX to such
Trustee, providing for the issuance of Debt Securities.
Incorporated by reference to Exhibit 4.20 to the FCX 1996
Form 10-K.
10.1 Contract of Work dated December 30, 1991 between The
Government of the Republic of Indonesia and PT-FI.
Incorporated by reference to Exhibit 10.2 to the FCX 1995
Form 10-K.
10.2 Contract of Work dated August 15, 1994 between The
Government of the Republic of Indonesia and P.T. Irja
Eastern Minerals Corporation. Incorporated by reference to
Exhibit 10.2 to the FCX 1995 Form 10-K.
10.3 Agreement dated as of October 11, 1996 to Amend and Restate
Trust Agreement among PT-FI, FCX, the RTZ Corporation PLC,
P.T. RTZ-CRA Indonesia, RTZ Indonesian Finance Limited and
First Trust of New York, National Association, and The Chase
Manhattan Bank, as Administrative Agent, JAA Security Agent
and Security Agent. Incorporated by reference to Exhibit
10.3 to the FCX November 13, 1996 Form 8-K.
10.4 Credit Agreement dated October 11, 1996 between PT-FI and
RTZ Indonesian Finance Limited. Incorporated by reference
to Exhibit 10.4 to the FCX November 13, 1996 Form 8-K.
10.5 Participation Agreement dated as of October 11, 1996 between
PT-FI and P.T. RTZ-CRA Indonesia with respect to a certain
contract of work. Incorporated by reference to Exhibit 10.5
to the FCX November 13, 1996 Form 8-K.
10.6 Second Amended and Restated Joint Venture and Shareholders'
Agreement dated as of December 11, 1996 among Mitsubishi
Materials Corporation, Nippon Mining and Metals Company,
Limited and PT-FI. Incorporated by reference to Exhibit
10.3 of the FCX 1996 Form 10-K.
10.7 Put and Guaranty Agreement dated as of March 21, 1997
between FCX and The Chase Manhattan Bank. Incorporated by
reference to Exhibit 10.7 to the FCX 1997 Form 10-K.
10.8 Subordinated Loan Agreement dated as of March 21, 1997
between FCX and PT Nusamba Mineral Industri. Incorporated
by reference to Exhibit 10.8 to the FCX 1997 Form 10-K.
10.9 Amended and Restated Power Sales Agreement dated as of
December 18, 1997 between PT-FI and P.T. Puncakjaya Power.
Incorporated by reference to Exhibit 10.9 to the FCX 1997
Form 10-K.
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10.10 Option, Mandatory Purchase and Right of First Refusal
Agreement dated as of December 19, 1997 among PT-FI, P.T.
Puncakjaya Power, Duke Irian Jaya, Inc., Westcoast Power,
Inc. and P.T. Prasarana Nusantara Jaya. Incorporated by
reference to Exhibit 10.10 to the FCX 1997 Form 10-K.
Executive Compensation Plans and Arrangements (Exhibits
10.11 through 10.30)
10.11 Annual Incentive Plan of FCX as amended effective
February 2, 1999.
10.12 1995 Long-Term Performance Incentive Plan of FCX.
Incorporated by reference to Exhibit 10.9 to the FCX 1996
Form 10-K.
10.13 FCX Performance Incentive Awards Program as amended
effective February 2, 1999.
10.14 FCX President's Award Program. Incorporated by
reference to Exhibit 10.8 to the FCX 1995 Form 10-K.
10.15 FCX Adjusted Stock Award Plan, as amended.
Incorporated by reference to Exhibit 10.15 to the
1997 FCX Form 10-K.
10.16 FCX 1995 Stock Option Plan. Incorporated by reference
to Exhibit 10.13 to the FCX 1996 Form 10-K.
10.17 FCX 1995 Stock Option Plan for Non-Employee Directors,
as amended. Incorporated by reference to Exhibit 10.17 to
the FCX 1997 Form 10-K.
10.18 Financial Counseling and Tax Return Preparation and
Certification Program of FCX. Incorporated by reference to
Exhibit 10.12 to the FCX 1995 Form 10-K.
10.19 FM Services Company Performance Incentive Awards
Program as amended effective February 2, 1999.
10.20 FM Services Company Financial Counseling and Tax Return
Preparation and Certification Program. Incorporated by
reference to Exhibit 10.14 to the FCX 1995 Form 10-K.
10.21 Consulting Agreement dated as of December 22, 1988
between FTX and Kissinger Associates, Inc. (Kissinger
Associates). Incorporated by reference to Exhibit 10.21 to
the FCX 1997 Form 10-K.
10.22 Letter Agreement dated May 1, 1989 between FTX and Kent
Associates, Inc. (Kent Associates, predecessor in interest
to Kissinger Associates). Incorporated by reference to
Exhibit 10.22 to the FCX 1997 Form 10-K.
10.23 Letter Agreement dated January 27, 1997 among Kissinger
Associates, Kent Associates, FTX, FCX and FMS. Incorporated
by reference to Exhibit 10.20 to the FCX 1996 Form 10-K.
10.24 Agreement for Consulting Services between FTX and B. M.
Rankin, Jr. effective as of January 1, 1991 (assigned to FMS
as of January 1, 1996). Incorporated by reference to Exhibit
10.24 to the FCX 1997 Form 10-K.
10.25 Supplemental Agreement between FMS and B. M. Rankin Jr.
dated December 15, 1997. Incorporated by reference to
Exhibit 10.25 to the FCX 1997 Form 10-K.
10.26 Supplemental Agreement between FMS and B.M. Rankin Jr.
dated December 7, 1998.
10.27 Letter Agreement dated March 8, 1996 between George A.
Mealey and FCX. Incorporated by reference to Exhibit 10.22
of the FCX 1996 Form 10-K.
10.28 Letter Agreement effective as of January 4, 1997
between Senator J. Bennett Johnston, Jr. and FCX.
Incorporated by reference to Exhibit 10.25 of the FCX 1996
Form 10-K.
10.29 Letter Agreement dated December 22, 1997 between FMS
and Rene L. Latiolais. Incorporated by reference to Exhibit
10.28 to the FCX 1997 Form 10-K.
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10.30 Letter Agreement dated January 25, 1999 between FMS and
Rene L. Latiolais.
12.1 FCX Computation of Ratio of Earnings to Fixed Charges.
13.1 Those portions of the 1998 Annual Report to stockholders of
FCX that are incorporated herein by reference.
21.1 Subsidiaries of FCX.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Independent Mining Consultants, Inc.
24.1 Certified resolution of the Board of Directors of FCX
authorizing this report to be signed on behalf of any
officer or director pursuant to a Power of Attorney.
24.2 Powers of Attorney pursuant to which this report has been
signed on behalf of certain officers and directors of FCX.
27.1 FCX Financial Data Schedule.
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