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Freeport McMoran Inc – ‘10-K’ for 12/31/93 – EX-13.1

As of:  Thursday, 3/31/94   ·   For:  12/31/93   ·   Accession #:  950103-94-1946   ·   File #:  1-08124

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/31/94  Freeport McMoran Inc              10-K       12/31/93   11:434K                                   Davis Polk & … LLP 01/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         48±   197K 
 2: EX-11.1     Statement re: Computation of Earnings Per Share        1      8K 
 3: EX-12.1     Statement re: Computation of Ratios                    1      8K 
 4: EX-13.1     Annual or Quarterly Report to Security Holders        34±   158K 
 5: EX-18.1     Letter re: Change in Accounting Principles             2±    11K 
 6: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 7: EX-23.1     Consent of Experts or Counsel                          1      6K 
 8: EX-24.1     Power of Attorney                                      1      6K 
 9: EX-24.2     Power of Attorney                                     10±    49K 
10: EX-99.1     Miscellaneous Exhibit                                 42±   173K 
11: EX-99.2     Miscellaneous Exhibit                                 39±   157K 


EX-13.1   —   Annual or Quarterly Report to Security Holders



Exhibit 13.1 FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES BALANCE SHEETS December 31, ------------------------------- 1993 1992 ----------- ----------- (In Thousands) ASSETS Current assets: Cash and short-term investments $ 39,785 $ 381,002 Accounts receivable: Customers 174,716 185,460 Other 94,046 75,941 Inventories: Products 158,639 155,182 Materials and supplies 186,694 147,407 Prepaid expenses and other 25,675 38,515 ---------- ---------- Total current assets 679,555 983,507 ---------- ---------- Property, plant and equipment 4,210,575 3,303,918 Less accumulated depreciation 1,436,845 1,027,061 and amortization ---------- ---------- Net property, plant and equipment 2,773,730 2,276,857 ---------- ---------- Long-term receivables 111,222 53,896 Other assets 149,560 232,451 ---------- ---------- Total assets $3,714,067 $3,546,711 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 408,289 $ 321,377 Current portion of long-term debt and short-term borrowings 49,256 80,146 ---------- ---------- Total current liabilities 457,545 401,523 Long-term debt, less current portion 1,282,424 1,430,546 Accrued postretirement benefits 239,134 144,161 and pension costs Reclamation and mine shutdown reserves 120,957 62,360 Other liabilities and deferred credits 178,583 87,382 Deferred income taxes 201,553 196,953 Deferred gain on sale of subsidiary 33,953 94,861 interests Minority interests in consolidated 1,199,269 782,904 subsidiaries Stockholders' equity: Preferred stock, par value $1 - at liquidation value, authorized 50,000,000 shares: $1.875 Convertible Exchangeable 6,286 7,453 $4.375 Convertible Exchangeable 250,000 250,000 Common stock, par value $1, authorized 300,000,000 shares 165,293 164,818 Capital in excess of par value of common stock 21,868 186,032 Retained earnings (deficit) (81,224) 68,532 Cumulative foreign translation adjustment (7,187) - Common stock held in treasury - 25,334,600 and 23,943,000 shares, respectively, at cost (354,387) (330,814) ---------- ---------- 649 346,021 ---------- ---------- Total liabilities and stockholders' equity $3,714,067 $3,546,711 ========== ========== The accompanying notes are an integral part of these financial statements. [Enlarge/Download Table] FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF OPERATIONS Years Ended December 31, ---------------------------------------------------------- 1993 1992 1991 ---------- ---------- --------- (In Thousands, Except Per Share Amounts) Revenues $1,610,581 $1,654,911 $1,579,196 Cost of sales: Production and delivery 1,146,606 986,274 964,777 Depreciation and amortization 191,938 202,382 204,696 ---------- ---------- ---------- Total cost of sales 1,338,544 1,188,656 1,169,473 Exploration expenses 65,080 37,036 37,073 Provision for restructuring 67,145 - - charges (Gain) loss on valuation and sale of assets, net 64,114 - (515) General and administrative 169,059 177,363 149,272 expenses ---------- ---------- ---------- Total costs and expenses 1,703,942 1,403,055 1,355,303 ---------- ---------- ---------- Operating income (loss) (93,361) 251,856 223,893 Interest expense, net (79,882) (51,788) (98,102) Gain on sale of FCX Class - 100,934 - A shares Gain on conversion of FCX notes 44,116 33,753 - Gain on insurance settlement - - 17,684 Other income, net 2,174 1,640 24,151 ---------- ---------- ---------- Income (loss) before income taxes and minority interests (126,953) 336,395 167,626 Provision for income taxes (17,854) (75,597) (2,970) Minority interests in net (income) loss of consolidated subsidiaries 61,689 (72,987) (67,953) ---------- ---------- ----------- Income (loss) before changes in accounting principle (83,118) 187,811 96,703 Cumulative effect of changes in accounting principle, net of taxes and minority interests (20,717) - (55,724) ---------- ---------- ---------- Net income (loss) (103,835) 187,811 40,979 Preferred dividends (22,368) (18,677) (889) ---------- ---------- ---------- Net income (loss) applicable to common stock $ (126,203) $ 169,134 $ 40,090 ========== ========== =========== Primary and fully diluted net income (loss) per share: Before changes in accounting principle $(.74) $1.17 $.69 Cumulative effect of changes in accounting principle (.15) - (.40) ---------- ---------- ----------- $(.89) $1.17 $.29 ========== ========== =========== Average common and common equivalent shares outstanding: Primary 141,595 144,515 139,626 ========= ========== ========== Fully diluted 142,099 145,257 139,772 ========= ========== ========== Cash dividends per common share $1.25 $1.25 $1.25 ========= ========== ========== The accompanying notes are an integral part of these financial statements. [Enlarge/Download Table] FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF STOCKHOLDERS' EQUITY Years Ended December 31, ---------------------------------------------------------- 1993 1992 1991 ---------- ---------- ---------- (In Thousands) $1.875 Convertible exchangeable preferred stock: Balance at beginning of year $ 7,453 $ 9,680 $ 39,730 Conversions to common stock (1,167) (2,227) (30,050) ---------- ---------- ---------- Balance at end of year 6,286 7,453 9,680 ---------- ---------- ---------- $4.375 Convertible exchangeable preferred stock: Balance at beginning of year 250,000 - - Issuance of shares - 250,000 - ---------- ---------- ---------- Balance at end of year 250,000 250,000 - Common stock: ---------- ---------- ---------- Balance at beginning of year 164,818 81,796 72,896 Two-for-one stock split - 81,796 - Conversions to common stock and other 475 1,226 8,900 ---------- ---------- ---------- Balance at end of year 165,293 164,818 81,796 ---------- ---------- ---------- Capital in excess of par value of common stock: Balance at beginning of year 186,032 352,705 119,180 Two-for-one stock split - (81,796) - Distribution of FMPO common shares - (92,124) - Dividends on preferred stock (20,499) - - Cash dividends on common stock (131,992) - - Conversions to common stock and other (11,673) 7,247 233,525 ---------- ---------- ---------- Balance at end of year 21,868 186,032 352,705 ---------- ---------- ---------- Retained earnings (deficit): Balance at beginning of year 68,532 163,754 298,101 Net income (loss) (103,835) 187,811 40,979 Distribution of FMPO common shares - (84,464) - Dividends on preferred stock (1,869) (18,677) (889) Cash dividends on common stock (44,052) (179,892) (174,437) ---------- ---------- ---------- Balance at end of year (81,224) 68,532 163,754 ---------- ---------- ---------- Cumulative foreign translation adjustment: Balance at beginning of year - - - Current year adjustment (7,187) - - ---------- ---------- ---------- Balance at end of year (7,187) - - ---------- ---------- ---------- Common stock held in treasury: Balance at beginning of year (330,814) (219,654) (192,496) Purchase of 1,326,200, 5,705,100, and 1,000,000 shares in 1993, 1992, and 1991, respectively (22,229) (108,591) (18,880) Other (1,344) (2,569) (8,278) ---------- ---------- ---------- Balance at end of year (354,387) (330,814) (219,654) ---------- ---------- ---------- Total stockholders' equity $ 649 $346,021 $388,281 ========== ========== ========== The accompanying notes are an integral part of these financial statements. [Enlarge/Download Table] FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CASH FLOW Years Ended December 31, ---------------------------------------------------------- 1993 1992 1991 ---------- ---------- --------- (In Thousands) Cash flow from operating activities: Net income (loss) $(103,835) $ 187,811 $ 40,979 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Cumulative effect of changes in accounting principle 20,717 - 55,724 Depreciation and amortization 199,506 211,176 211,768 Other noncash charges to income 33,194 - - Provision for restructuring charges, net of payments 23,890 - - (Gain) loss on valuation and sale of assets, net 64,114 - (515) Oil and gas exploration expenses 26,710 18,333 26,953 Recognition of unearned revenues in income (13,978) (10,977) (12,989) Amortization of debt discount and financing costs 41,166 51,206 26,566 Gain on sale of FCX Class A shares - (100,934) - Gain on conversion of FCX notes (44,116) (33,753) - Gain on insurance settlement - - (17,684) Deferred income taxes (39,035) 53,079 (36,216) Minority interests' share of net income (loss) (61,689) 72,987 67,953 (Increase) decrease in working capital, net of effect of acquisitions and dispositions: Accounts receivable 2,821 (14,672) 16,523 Inventories 4,475 (20,675) (48,049) Prepaid expenses and other (10,873) (23,037) 2,024 Accounts payable and accrued liabilities (24,590) (43,001) (15,193) Reclamation and mine shutdown expenditures (9,980) (18,038) (16,601) Payment of IDC tax settlement to Freeport-McMoRan Royalty Trust - - (28,400) Other 8,792 10,132 (22,968) ---------- ---------- ---------- Net cash provided by operating activities 117,289 339,637 249,875 ---------- ---------- ---------- Cash flow from investing activities: Capital expenditures: Metals (453,122) (367,842) (239,954) Main Pass (37,427) (117,902) (291,993) Agricultural minerals (14,743) (86,815) (81,486) Oil and gas (35,455) (50,493) (141,876) Real estate - (11,396) (74,411) Other (27,450) (48,161) (60,675) Sale of assets: Oil and gas 95,250 - 461,543 Geothermal 23,000 - - Other 26,961 - - Acquisition of RTM, net of cash acquired (10,390) - - Purchase of indirect interest in PT-FI - (211,892) - Other 4,375 8,962 20,851 ---------- ---------- ---------- Net cash used in investing activities $(429,001) $(885,539) $(408,001) ========== ========== ========== [Enlarge/Download Table] FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES STATEMENTS OF CASH FLOW Years Ended December 31, ---------------------------------------------------------- 1993 1992 1991 ---------- ---------- --------- (In Thousands) Cash flow from financing activities: Proceeds from issuance of: Convertible Exchangeable Preferred Stock $ - $245,700 $ - Convertible Subordinated Notes - - 290,605 Zero Coupon Convertible Subordinated Debentures - - 194,243 FCX Zero Coupon Convertible Subordinated Notes - - 218,560 FRP depositary units - 425,996 - FCX Class A common shares - 174,142 - FCX Special Preference Stock - 217,867 - FCX Step-Up Preferred Stock 340,700 - - FCX Mandatory Redeemable Gold-Denominated Preferred Stock 220,390 - - Proceeds from sale of PT-FI common shares - 212,485 - Purchase of Freeport-McMoRan Inc. common shares (22,229) (108,591) (18,880) Purchase of FCX Class A common shares (16,482) (15,253) - Distributions paid to minority interests: FCX (74,848) (46,051) (30,945) FRP (121,180) (109,450) (74,269) Distribution to FM Properties Inc. - (28,019) - Net proceeds from infrastructure financing 80,000 - - Proceeds from debt 575,376 851,447 826,119 Repayment of debt (814,920) (797,735) (1,030,690) Cash dividends paid: Common stock (175,890) (179,677) (173,989) Preferred stock (22,384) (16,882) (1,040) Other 1,962 11,322 352 ---------- ---------- ---------- Net cash provided by (used in) financing activities (29,505) 837,301 200,066 ---------- ---------- ---------- Net increase (decrease) in cash and short-term investments (341,217) 291,399 41,940 Cash and short-term investments at beginning of year 381,002 89,603 47,663 ---------- ---------- ---------- Cash and short-term investments at end of year $ 39,785 $ 381,002 $ 89,603 ========== ========== ========== Interest paid $ 94,557 $ 95,787 $ 126,171 ========== ========== ========== Income taxes paid $ 15,925 $ 28,123 $ 64,789 ========== ========== ========== The accompanying notes, which include information in Notes 1, 2, 3, 4, and 5 regarding noncash transactions, are an integral part of these financial statements. FREEPORT-McMoRan INC. NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The consolidated financial statements of Freeport-McMoRan Inc. (FTX or the Company) include all majority-owned subsidiaries and publicly traded partnerships. Investments in joint ventures and partnerships (other than publicly traded entities) are generally reflected using the proportionate consolidation method in accordance with standard industry practice. Reclassifications were made to prior year financial statements to conform to the 1993 presentation. All significant intercompany transactions have been eliminated. Cash and Short-Term Investments. FTX considers highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Each consolidated entity's cash and short-term investments are not available to FTX until a distribution is paid to all owners of an entity's equity securities. Inventories. Inventories are generally stated at the lower of average cost or market and removed at average cost. Property, Plant and Equipment. Property, plant and equipment is carried at cost. Mineral exploration costs are expensed as incurred, except in the year the property is deemed to contain a viable mineral deposit, in which case they are capitalized. Development costs, which include interest incurred during the construction and development period, are capitalized. Expenditures for replacements and improvements are capitalized. Depreciation expense for mining and production assets, including mineral interests, is determined using the unit-of-production method based on estimates of recoverable reserves. Other assets are depreciated on a straight-line basis over estimated useful lives of 15 to 30 years for buildings and 3 to 25 years for machinery and equipment. Oil and Gas Exploration and Development Costs. FTX follows the successful efforts method of accounting for its oil and gas operations. Costs of leases, productive exploratory wells, and development activities are capitalized. Other exploration costs are expensed. Depreciation and amortization is determined on a field-by-field basis using the unit-of- production method. Gain or loss is included in income when properties are sold. Environmental Remediation and Compliance. Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures resulting from the remediation of an existing condition caused by past operations, that do not contribute to current or future revenues, are expensed. Liabilities are recognized for remedial activities when the efforts are probable and the cost can be reasonably estimated. FTX accrues estimated future expenditures to restore properties and related facilities to a state required to comply with current environmental and other regulations over the life of the properties. As of December 31, 1993, FTX had accrued $63.6 million for abandonment and restoration of its non-Main Pass sulphur assets ($8.1 million reflected in accounts payable), approximately one-half of which will be reimbursed by third parties, and $43.1 million for reclamation of land relating to phosphate rock mining activities ($4.6 million reflected in accounts payable). Based on current costs, laws, and regulations, FTX estimates that its share of costs relating to the abandonment and restoration of its Main Pass sulphur mine will approximate $35 million, with essentially all costs to be incurred after mine closure in approximately 30 years. These estimates can be expected to be revised over time due to changes in government regulations, operations, technology, and inflation. Hedging. P.T. Freeport Indonesia Company (PT-FI) has a price protection program for virtually all of its estimated copper sales to be priced in 1994 at an average floor price of $.90 per pound, while allowing full benefit from prices above that amount. Based on an average 1994 forward market price of approximately $.82 per pound of copper (December 31, 1993 forward prices per London Metal Exchange, LME), the market value of these contracts is approximately $56 million. The contracts are with a diversified group of financially strong counterparties. Rio Tinto Minera, S.A. (RTM) has forward contracts for approximately 61 percent of its estimated 1994 gold production at $383.80 per ounce and 38 percent of its estimated 1995 gold production at $394.80 per ounce. Based on a market price of $390.65 per ounce of gold (December 31, 1993 price per LME), these contracts are in a loss position of approximately $2 million. Additionally, RTM has a policy of eliminating significant exposure to copper price fluctuations by hedging purchases of concentrate at its smelter through the use of forward contracts. At December 31, 1993, RTM sold forward approximately 4.2 million pounds of its concentrate inventory at approximately $.78 per pound of copper. Concentrate Sales. Revenues associated with PT-FI's sales of metal concentrates are recorded net of royalties, treatment costs, and amortization of the cost of its price protection program. PT-FI's concentrate sales agreements provide for provisional billings based on world metals prices, primarily the LME, with actual settlement generally based on appropriate future metals prices. Revenues, recorded initially using provisional prices, are adjusted using current prices. At December 31, 1993, copper sales totaling 213.4 million pounds remained to be contractually priced at various times in 1994. As a result of PT-FI's price protection program, these pounds are recorded at an average price of $.90 per pound. Gold sales are priced according to individual contract terms. Foreign Translation Adjustment. The functional currency for RTM is the Spanish peseta. RTM's assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. FTX's share of the cumulative results of the translation adjustment is recorded as a separate component of stockholders' equity. Results of operations are translated using the average exchange rates during the period. Gains and losses resulting from foreign currency transactions, which were not material, are included in net income. Net Income Per Share. Primary net income per share is computed by dividing net income applicable to common stock by the average common and common equivalent shares outstanding during the year. Fully diluted net income per share is computed assuming that all convertible securities, if dilutive, were converted at the beginning of the period or date of issuance, whichever is later. Changes in Accounting Principle. During 1993, the Company adopted the following changes to accounting policies: Periodic Scheduled Maintenance Costs - Costs related to periodic scheduled maintenance (turnarounds) were previously capitalized when incurred and amortized generally over six months to two years. Effective January 1, 1993, the method of accounting was changed to expense these costs when incurred. Deferred Charges - The accounting for deferred charges was changed to provide for deferral of only those costs that directly relate to the acquisition, construction, and development of assets and to the issuance of debt and related instruments. Previously, certain other costs that benefitted future periods were amortized over the periods benefitted. Management Information Systems - Costs of management information systems (MIS) equipment and software that have a material impact on periodic measurement of net income are capitalized and amortized over their estimated productive lives. Other MIS costs, including equipment and purchased software that involve relatively immaterial amounts (currently individual expenditures of less than $.5 million) and short estimated productive lives (currently less than three years) are charged to expense when incurred. Previously, most expenditures for MIS equipment and purchased software were capitalized. The accounting for MIS costs was changed to recognize the rapid rate of technology change in MIS which results in short productive lives of equipment and software and a need for continuing investments. The changes in accounting policy were adopted to improve the measurement of operating results by reporting cash expenditures as expenses when incurred unless they are directly related to long-lived asset additions. In addition, the administrative costs of accounting for assets will be reduced by not capitalizing and amortizing relatively insignificant expenditures that do not have a material effect on measuring periodic net income. If these changes in accounting principle had not been adopted, 1993 income before change in accounting principle would not have been materially different from the amount reported. If the changes in accounting principle had been applied in prior years, 1992 and 1991 net income would not have been materially different from amounts reported. 2. PUBLIC SUBSIDIARIES Freeport-McMoRan Copper & Gold Inc. (FCX). The Company's metals operations are conducted through its publicly traded subsidiary, FCX. FCX's operations are conducted primarily through its subsidiaries, PT-FI which principally operates the Indonesian copper and gold mining facilities and, RTM which operates a copper smelter in Spain. In January 1991, the Government of Indonesia increased its ownership in PT-FI from 8.9 percent to 10 percent by purchasing PT-FI shares owned by FCX for $18.1 million. In December 1991, PT-FI and the Indonesian government signed a new contract of work (New COW) which has a 30-year term with two 10-year extensions permitted. Under the New COW, FCX pays the Indonesian government a royalty of 1.5 percent to 3.5 percent on the value of copper sold, net of delivery costs and treatment and refining charges, and a 1 percent royalty on the sales value of gold and silver ($9.5 million in 1993, $15.7 million in 1992, and $10.5 million in 1991). The New COW required FCX to increase the ownership by Indonesian entities in PT-FI to 20 percent, which was achieved through the sale of 10 percent of PT-FI common stock to an entity owned by Indonesian investors on December 31, 1991. FTX and FCX guaranteed the buyer's financing for this purchase and, consequently, deferred gain on this sale. In December 1992, FCX purchased 49 percent of the capital stock of the publicly traded Indonesian entity which owned the 10 percent of PT-FI sold in 1991 and the deferred gain was offset against the cost of the additional indirect PT-FI interest. In December 1993, PT-FI issued shares of its stock to FCX in exchange for the conversion of certain notes (Note 5). FCX's direct ownership in PT-FI totaled 80.8 percent and 80.0 percent at December 31, 1993 and 1992, respectively. In 1994, PT-FI issued additional shares of its stock to FCX for conversion of the remaining notes, increasing FCX's direct ownership in PT-FI to 81.3 percent. The sale and purchase prices were based on the fair market value of FCX Class A common stock at the time of the agreements. At December 31, 1993, PT-FI's net assets totaled $184.3 million, including $24.6 million of retained earnings. In July 1992, FCX sold publicly 8.6 million shares of its Class A common stock, resulting in an after-tax gain to FTX of $100.9 million, and 9.0 million depositary shares. Each depositary share represents 2 16/17 shares of its 7% Convertible Exchangeable Special Preference Stock, has a cumulative annual cash dividend of $1.75 (payable quarterly) and a $25 liquidation preference, and is convertible at the option of the holder into approximately 1.009 shares of FCX Class A common stock (equivalent to a conversion price of $24.77 per share of FCX Class A common stock). Beginning August 1, 1995, FCX may redeem these depositary shares for cash at $26.225 per share (declining ratably to $25 per share in March 2002) plus accrued and unpaid dividends. In July 1993, FCX sold publicly 14.0 million depositary shares representing its Step-Up Convertible Preferred Stock. Each depositary share has a cumulative annual cash dividend of $1.25 through August 1, 1996 and thereafter $1.75 (payable quarterly) and a $25 liquidation preference, and is convertible at the option of the holder into approximately 0.826 shares of FCX Class A common stock (equivalent to a conversion price of $30.28 per share of FCX Class A common stock). From August 1, 1996 and prior to August 1, 1999, FCX may redeem these depositary shares for approximately 0.826 shares of FCX Class A common stock per depositary share if the market price of FCX Class A common stock exceeds certain specified levels. Thereafter, FCX may redeem these depositary shares at $25 per share (payable in FCX Class A common stock, cash or a combination of both, at FCX's option) plus accrued and unpaid dividends. In August 1993, FCX sold publicly 6.0 million depositary shares representing its Gold-Denominated Preferred Stock. Each depositary share has a cumulative quarterly cash dividend equal to the value of 0.000875 ounces of gold and is subject to mandatory cash redemption in August 2003 for the value of 0.1 ounces of gold. The depositary shares are recorded at their offering price and are being reflected as a hedge of future gold sales for accounting purposes. Based on the December 31, 1993 closing market price, these depositary shares had a market value of $258 million. In January 1994, FCX sold publicly 4.3 million depositary shares representing its Gold-Denominated Preferred Stock, Series II, for net proceeds of $158.5 million. Each depositary share has a cumulative quarterly cash dividend equal to the value of 0.0008125 ounces of gold and is subject to mandatory cash redemption in February 2006 for the value of 0.1 ounces of gold. FTX reflects FCX preferred stock and related dividends as minority interests in its financial statements. FTX's ownership of the FCX Class A and Class B common stock combined as of December 31, 1993 and 1992, was 71.8 percent and 73.2 percent, respectively. In March 1993, FCX acquired a 65 percent interest in RTM, which operates a copper smelter and a gold mine with an estimated remaining life of fewer than four years, by investing approximately $50 million, excluding transaction costs, to be used by RTM for working capital requirements and capital expenditures, including funding a portion of the costs of the expansion of its smelter production capacity from its current 150,000 metric tons of metal per year to 180,000 metric tons of metal per year by mid-1995. In December 1993, RTM redeemed the remaining 35 percent interest for approximately $19 million. Selected balance sheet information reflecting the allocation of the purchase price to the assets and liabilities acquired is as follows (in thousands): Current assets $101,454 Current liabilities (158,445) Property, plant and equipment, net 277,170 Other assets 5,358 Long-term debt (38,941) Accrued postretirement benefits and other liabilities (176,206) -------- Net cash investment $ 10,390 ======== Freeport-McMoRan Resource Partners, Limited Partnership (FRP). The Company's fertilizer and sulphur operations and its Main Pass oil operations are conducted through its publicly traded affiliate, FRP. FTX owned 51.3 percent of the FRP units outstanding at December 31, 1993 and 1992. FRP and IMC Fertilizer, Inc. (IMC) formed a joint venture (IMC-Agrico Company), operated by IMC, effective July 1, 1993, for their respective phosphate fertilizer businesses, including phosphate rock and uranium. FRP's "Current Interest", reflecting cash to be distributed from ongoing operations, initially is 58.6 percent and its "Capital Interest", reflecting the purchase or sale of long-term assets or any required capital contributions to IMC-Agrico Company is 46.5 percent initially. These ownership percentages decline in annual increments ultimately to 40.6 percent for the fiscal year ending June 30, 1998 and remain constant thereafter. FRP proportionately consolidates its interest in IMC-Agrico Company. The assets of IMC-Agrico Company are not available to FRP until distributions are paid by the joint venture. At December 31, 1993, the net assets of IMC-Agrico Company totaled $1.5 billion. In January 1994, IMC-Agrico Company declared a $52.8 million distribution payable in February 1994, of which $30.9 million is due to FRP. Publicly owned FRP units have cumulative rights to receive quarterly distributions of 60 cents per unit through the distribution for the quarter ending December 31, 1996 (the Preference Period) before any distributions may be made to FTX. FRP no longer intends to supplement distributable cash with borrowings. Therefore, FRP's future distributions will be dependent on the distributions received from IMC-Agrico Company and future cash flow from FRP's sulphur and oil operations. On January 21, 1994, FRP declared a distribution of 60 cents per publicly held unit ($30.3 million) and 12 cents per FTX-owned unit ($6.2 million) payable February 15, 1994, bringing the total unpaid distributions due FTX to $239.2 million. During the Preference Period the unpaid FTX distributions will be payable, after a 60 cents per unit quarterly distribution is paid to all unitholders, equal to the lesser of any deficiency or one-half of the amount by which distributable cash exceeds a 60 cents per unit distribution. Remaining distributable cash will be paid to all unitholders in accordance with their percentage interests. After the Preference Period distribution deficiencies on FTX-owned FRP units will be paid in the manner described above after any deficiencies in the cumulative quarterly distribution to the public are paid and a quarterly distribution of 60 cents per unit has been paid to all unitholders. In February 1992, FRP sold publicly 19.5 million new units, resulting in a gain to FTX of $136.6 million, which was deferred because of the FRP public unitholders' distribution priority. FTX recognized a pretax loss of $126.3 million in 1993 and earnings of $10.5 million in 1992, which represents its proportionate share of FRP's earnings. This included recognition of $62.2 million and $41.8 million, respectively, of the gain deferred by FTX. The remaining deferred gain will be recognized in future periods when distributions are not paid to FTX such that its operating results will include its proportionate share of FRP's earnings. Subsequent to the recognition of the balance of the deferred gain, if additional FRP distributions are not paid to FTX in any quarter, FTX will recognize a smaller share of any FRP net income, or a larger share of any FRP net loss, than that which would be recognized based on FTX's ownership interest in FRP. 3. FM PROPERTIES INC. (FMPO) In June 1992, FTX transferred substantially all of its domestic oil and gas properties and real estate held for development by it and certain of its subsidiaries, excluding FRP, to a partnership which is currently 99.8 percent owned by FMPO. FTX holds a minimal general partnership interest in the partnership and serves as its managing general partner. In May 1992, FTX declared a distribution of one FMPO common share for each ten FTX common shares owned. Selected financial information of FMPO is as follows: [Enlarge/Download Table] Inception Through Year Ended May 31, 1992 December 31, 1992 December 31, 1993 ------------- ----------------- ----------------- (In Thousands) Balance Sheet: Current assets $ 42,103 $ 43,679 $105,539 Current liabilities, excluding current portion of long-term debt 13,302 23,886 40,528 Oil and gas properties, net 444,676 399,825 - Investment in real estate, net 248,647 263,097 286,459 Total assets 741,618 712,166 395,750 Long-term debt (guaranteed by FTX) 493,305 473,763 173,796 Stockholders' equity 176,588 164,474 145,660 Income Statement: Revenues 5,968 24,836 Operating loss (14,319) (18,913) Net loss (12,114) (18,814) Cash Flow: Operations 29,731 100,933 Investing activities (35,180) 199,359 Financing activities 8,157 (300,517) During 1993, FMPO sold all of its producing oil and gas properties and used the proceeds, a portion of which was received in 1994, to reduce its long-term debt. As of January 21, 1994, FMPO's long-term debt was approximately $123 million and it had approximately $30 million of cash. 4. RESTRUCTURING AND VALUATION CHARGES Restructuring Charges. FTX recognized expense of $67.1 million during 1993 for the restructuring of its administrative organization (including personnel related costs, the cost to downsize its computing and MIS structure, and a write-off of excess facilities and other miscellaneous assets), principally resulting from formation of IMC-Agrico Company (Note 2). See Management's Discussion and Analysis of Financial Condition and Results of Operations for information about a reclassification of restructuring charges from those previously reported resulting from views expressed by the Securities and Exchange Commission staff. Asset Sales/Recoverability. In 1993, FTX sold its ownership interest in a nonproducing oil and gas property recognizing a gain of $69.1 million, and FRP sold assets, primarily certain previously mined phosphate rock acreage recognizing a gain of $11.8 million. FRP also sold its remaining interests in producing geothermal properties for $63.5 million, consisting of $23.0 million in cash and interest-bearing notes totaling $40.5 million (included in other assets), recognizing a $31.0 million charge to expense and recording a $9.0 million charge for impairment of its undeveloped geothermal properties. FTX recognized expense of $105.0 million during 1993 for the recoverability of certain assets, primarily FRP's investments in the non-Main Pass sulphur assets because of persistent weak market conditions and the Main Pass oil investment caused by a fourth-quarter decline in oil prices. 5. LONG-TERM DEBT December 31, ------------------------------ 1993 1992 ----------- ---------- (In Thousands) Notes payable: FTX credit agreement, average rate 4.1% in 1993 and 5.1% in 1992 $ 388,000 $ 660,000 ALatieF Joint Venture bank loan (Note 9) 60,000 - Other, primarily RTM short-term borrowings, average rate 11% 57,709 9,769 ---------- --------- Total notes payable 505,709 669,769 ---------- --------- Publicly traded notes and debentures: 10 7/8% Senior Subordinated Debentures, due 2001 125,358 131,000 6.55% Convertible Subordinated Notes, face amount of $373.0 million, effective rate of 9.825%, due 2001 311,863 309,763 Zero Coupon Convertible Subordinated Debentures, face amount of $749.7 million, effective rate of 9%, due 2006 247,427 226,577 FCX Zero Coupon Exchangeable Subordinated Notes, face amount of $386.1 million in 1993 and $708.7 million in 1992 102,039 173,583 ----------- ----------- Total publicly traded notes and debentures 786,687 840,923 ----------- ----------- RTM gold and silver denominated loans, average rate 1.3% 39,284 - ----------- ----------- 1,331,680 1,510,692 Less current portion and short-term borrowings 49,256 80,146 ---------- ----------- $1,282,424 $1,430,546 ========== =========== Notes Payable. In June 1993, FTX amended its credit agreement (the Credit Agreement) to extend its maturity and to include PT-FI as a borrower. The Credit Agreement is structured as a three year revolving line of credit followed by a 3 1/2 year reducing revolver. The Credit Agreement is part of an $800.0 million committed credit facility subject to a borrowing base, redetermined annually by the banks, which establishes maximum consolidated debt for FTX. As of December 31, 1993, $547.5 million was available under the current borrowing base and $412.0 million of borrowings were unused under the credit facility. FTX guarantees any borrowings under the Credit Agreement and is required to retain control of FRP and PT-FI. Under certain circumstances FTX could be required to pledge a portion of its equity in FCX and FRP. PT-FI also assigned its existing and future sales contracts and pledged its rights under the New COW and its accounts receivable and other assets as security for its borrowings under the Credit Agreement. The Credit Agreement provides for working capital requirements, specified coverage of fixed charges, and restrictions on other borrowings. RTM has several short-term credit facilities with banks. The stated rates of interest on these loans range from 3.7 percent to 13 percent. RTM has pledged certain of its assets as security for these loans. Publicly Traded Notes and Debentures. Beginning in 1996 FTX may redeem its 10 7/8% Senior Subordinated Debentures at principal plus accrued interest. Annual sinking fund payments of $20.4 million, plus accrued interest, begin in 1997. Based on the December 31, 1993 closing market price, this debt had a market value of $132.6 million. In February 1991, FTX issued $373.0 million of 6.55% Convertible Subordinated Notes convertible into 44.64 shares of FTX common stock per $1,000 principal amount (equivalent to a conversion price of $22.40 per FTX share). FTX may redeem these notes for cash at 89.75 percent of principal (increasing ratably to 100 percent over the term of the notes) plus accrued interest. Based on the December 31, 1993 closing market price, this debt had a market value of $344.1 million. In August 1991, FTX sold $750.0 million face amount of Zero Coupon Convertible Subordinated Debentures convertible, at the holder's option, into 13.21 shares of FTX common stock per $1,000 principal amount (subject to adjustment in certain events), with FTX having the right to pay cash in lieu of all or part of such FTX common stock. FTX may redeem these debentures for cash at the issue price plus accrued original issue discount. The debentures have a contingent payment feature (if the market price of FTX common stock exceeds certain specified amounts) payable in FTX common stock, cash or a combination of both, at FTX's option. The debentures contain purchase rights at the holder's option, as of August 5, 1996 or 2001, at the issue price plus accrued original issue discount. Based on the December 31, 1993 closing market price, this debt had a market value of $246.5 million. In July 1991, FCX sold $1.035 billion face amount of Zero Coupon Exchangeable Subordinated Notes. The net proceeds were loaned to PT-FI under similar terms. During 1993 and 1992, $322.6 million and $326.4 million face amount of these notes were exchanged for which FCX issued 4.8 million shares of its Class A common stock in 1993 and 4.5 million shares of its Class A common stock and paid $7.9 million in cash in 1992, with FTX recognizing a pretax gain of $44.1 million in 1993 and $33.8 million in 1992. The remaining $386.0 million face amount of notes were exchanged for 5.8 million shares of FCX Class A common stock in January 1994. As a result of the issuance by FCX of its Class A common stock, PT- FI issued shares of its stock to FCX (Note 2). RTM Gold and Silver Denominated Loans. RTM has loans payable with 107,800 ounces of gold (9,200 ounces payable quarterly) and 953,100 ounces of silver (105,900 ounces payable quarterly) carried at the market price of gold ($331.70 per ounce) and silver ($3.70 per ounce) at the date of FCX's acquisition. The loans are accounted for as a hedge. Interest is calculated on the outstanding ounces at the current prices on the date of payment. Based on the December 31, 1993 LME quotes for gold and silver, this debt had a market value of approximately $47 million. Interest Rate Swaps. FTX has an 8.2 percent interest rate exchange agreement on $150.0 million of financing until April 1996. FTX and FRP also have agreements fixing the interest rate on $77.9 million of financing at an average of 10.2 percent through 1999. PT-FI has an 8.3 percent interest rate exchange agreement on $85.7 million of financing at December 31, 1993, reducing $14.3 million annually through 1999. Based on market conditions at December 31, 1993, unwinding these interest swaps would cost an estimated $34.1 million. Capitalized Interest. Capitalized interest totaled $62.2 million in 1993, $84.7 million in 1992, and $67.3 million in 1991. Minimum Principal Payments. The minimum principal payments for debt scheduled for each of the five succeeding years based on the amounts outstanding at December 31, 1993, assuming the terms of the Credit Agreement are not extended, are $49.3 million in 1994, $19.6 million in 1995, $68.9 million in 1996, $141.0 million in 1997, and $184.6 million in 1998. 6. INCOME TAXES Effective January 1, 1992, FTX adopted Statement of Financial Accounting Standards No. 109, the new accounting standard for income taxes. The cumulative adjustment to taxes and the impact on 1992 earnings from operations were not material. The components of the net deferred tax asset (included in other assets) and liability were as follows: [Download Table] 1993 1992 Consolidated Tax Group Consolidated Tax Group ______________________ ______________________ FTX FCX FTX FCX _________ _________ _________ ________ (In Thousands) Deferred tax assets: Net operating loss carryforwards $ 58,650 $ - $ 15,483 $ - Alternative Minimum Tax credits 43,242 - 59,998 - Other tax carryforwards 41,814 29,465 13,665 16,760 Deferred compensation, postretirement and pension benefits 44,820 - 36,544 - Other 53,149 - 13,233 - Less valuation allowance (41,814) (29,465) (13,665) (16,760) _________ _________ _________ ________ Total deferred tax assets 199,861 - 125,258 - _________ _________ _________ ________ Deferred tax liabilities: Property, plant and equipment (100,499) (199,956) (91,153) (195,760) Other (10,527) (1,597) - (1,193) _________ _________ _________ ________ Total deferred tax liability (111,026) (201,553) (91,153) (196,953) _________ _________ _________ ________ Net deferred tax asset (liability) $ 88,835 $(201,553) $ 34,105 $(196,953) ========= ========= ========= ========= The net deferred tax asset is from FTX's domestic operations whereas the net deferred tax liability relates to PT-FI's operations. Recognition of a deferred tax asset is dependent upon FTX's evaluation that it is more likely than not that it will ultimately be realized from future income generated by its domestic operations. FTX believes that no valuation allowance is needed for its net operating loss (NOL) carryforwards and alternative minimum tax (AMT) credits because historically it has been able to utilize substantially all of its tax benefits and tax-planning strategies are available that would enable it to utilize these deferred tax assets; the NOL carryforwards do not expire until the years 2007 and 2008, and the AMT credits can be carried forward indefinitely. FTX has provided a valuation allowance for the other tax credit and charitable contribution carryforwards as they would be utilized subsequent to the NOL carryforwards and AMT credits and substantially all expire between 1994 and 2000. A valuation allowance has been provided at FCX for all foreign tax and AMT credits, as these would only be utilized should FCX be required to pay regular U.S. tax, which FTX views as unlikely because Indonesian taxes exceed U.S. taxes. In addition, RTM, which is subject to a separate tax jurisdiction (Spain), has NOL carryforwards totaling approximately $108 million ($91 million pre-acquisition) which expire from 1994 to 1998. FTX has provided a valuation allowance for the full amount of these carryforwards as RTM has not generated taxable income in recent years. FTX does not provide deferred taxes for certain financial and income tax reporting differences related to FCX and FRP which are considered permanent in duration. These differences resulted primarily from gains recognized for financial reporting purposes upon the sale of FCX shares and FRP units. As of December 31, 1993, these basis differences were approximately $185 million for FCX and $216 million for FRP. If ownership in these subsidiaries falls below 50 percent, FTX would be required to charge earnings for taxes on the difference between the book and tax basis of its investment. The provision (credit) for income taxes consists of the following: Years Ended December 31, ----------------------------------- 1993 1992 1991 ------- -------- -------- (In Thousands) Current income taxes: Federal $(2,497) $(24,565) $ 7,403 Foreign 54,994 45,996 20,194 State 4,391 1,087 6,582 ------- -------- -------- 56,888 22,518 34,179 ------- -------- -------- Deferred income taxes: Federal (54,730) (10,359) (106,035) Foreign 4,600 63,438 43,446 ------- -------- -------- (50,130) 53,079 (62,589) ------- -------- -------- Total income taxes $ 6,758 $ 75,597 $(28,410) ======= ======== ======== Reconciliations of the differences between income taxes computed at federal statutory tax rates and income taxes recorded are as follows: [Enlarge/Download Table] Years Ended December 31, --------------------------------------------------------------- 1993 1992 1991 ------------------- ------------------- -------------------- Percent Percent Percent of Income of Income of Income Before Before Before Income Income Income Amount Taxes Amount Taxes Amount Taxes ------- ----- -------- ----- -------- ----- (Dollar Amounts In Thousands) Income taxes computed at the federal statutory income tax rate $(61,193) 35 % $114,374 34% $ 14,466 34 % Increase (decrease) attributable to: FCX dividend 6,456 (3) 5,799 2 - - Statutory depletion (2,016) 1 (5,126) (2) (3,892) (9) Partnership minority interests 45,057 (26) (3,253) (1) (1,575) (4) Sale of subsidiary interests - - (45,794) (14) - - Minimum, state, and foreign taxes 18,462 (11) 13,855 4 20,011 47 Deferred taxes no longer required - - (1,152) - (60,586) (142) Sales of assets and other (8) - (3,106) (1) 3,166 7 ------- --- -------- -- -------- --- Income tax provision (credit) $ 6,758 (4)% $ 75,597 22% $(28,410) (67)% ======= === ======== == ======== === Sources of deferred income taxes for 1991 are as follows (in thousands): Mineral exploration and development $ 14,306 Deferred compensation, postretirement and pension benefits (27,280) Intangible oil and gas costs 9,748 Capitalized interest 16,993 Sales of assets (39,723) Settlements of sales contracts 3,404 Accelerated depreciation 28,975 Tax carryovers (30,985) Deferred taxes no longer required (60,586) Price protection program 3,751 Other, net 18,808 -------- $(62,589) ======== 7. STOCKHOLDERS' EQUITY Preferred Stock. FTX's $1.875 Cumulative Convertible Exchangeable Preferred Stock, each with a $25 liquidation value, is convertible at the holder's option into FTX common stock at $10.91 per share. In March 1992, FTX issued 5.0 million shares of $4.375 Convertible Exchangeable Preferred Stock, each with a $50 liquidation value, convertible into FTX common stock at a conversion price of $23.46 per share. Beginning March 1, 1997, FTX may redeem this preferred stock for cash at $52.1875 per share (declining ratably to $50 per share in March 2002) plus accrued and unpaid dividends. Common Stock. FTX has a regular annual cash dividend of $1.25 per share. FTX's 10 7/8% Senior Subordinated Debentures contain a restriction on the payment of cash dividends and capital stock purchases ($108.8 million available as of December 31, 1993). This amount will be increased by future earnings and FTX stock issuances, and will be decreased by future dividend payments, losses, and FTX stock purchases. Stock Options. FTX's stock option plans provide for the issuance of stock options and stock appreciation rights (SARs) at no less than market value at time of grant. The 1992 Stock Option Plan authorizes FTX to grant options to employees to purchase up to 8.0 million shares, including SARs, and under the 1992 Stock Incentive Unit Plan up to 1.5 million stock incentive units (SIUs), which are similar to SARs, may be granted to employees. The 1988 Stock Option Plan for Non-Employee Directors authorizes FTX to grant options to purchase up to 1.5 million shares. Under certain options, FTX will pay cash to the optionee equal to an amount based on the maximum individual federal income tax rate in effect at the time of exercise. Generally, stock options terminate 10 years from the date of grant. A summary of stock options outstanding, including SARs and SIUs, follows: 1993 1992 ---------------------- --------------------- Average Average Number of Option Number of Option Options Price Options Price ---------- ----- ---------- ----- Beginning of year 13,386,365 $17.58 9,277,162 $15.84 Granted 1,358,800 18.37 5,728,209 19.44 Exercised (416,639) 14.35 (1,288,627) 13.75 Expired (585,536) 18.87 (330,379) 18.63 ---------- ---------- End of year 13,742,990 17.69 13,386,365 17.58 ========== ========== At December 31, 1993, stock options representing 8.4 million shares were exercisable at an average option price of $17.23 per share. Options for 2.1 million shares, .8 million shares, and 1.2 million shares were available for new grants under the 1992 and 1988 Stock Option Plans and the 1992 SIU plan, respectively, as of December 31, 1993. 8. PENSION AND OTHER EMPLOYEE BENEFITS The FTX pension plan covers substantially all United States and certain overseas employees, excluding employees covered by collective bargaining agreements and most nonresident aliens, many of whom are covered by other plans. Benefits are based on compensation levels and years of service. FTX funds its pension liability in accordance with Internal Revenue Service guidelines. Additionally, for those participants in the qualified defined benefit plan whose benefits are limited under federal income tax laws, FTX sponsors an unfunded, nonqualified plan. Information on the plans follows: December 31, ----------------------- 1993 1992 --------- --------- (In Thousands) Actuarial present value of benefit obligations (projected unit credit method): Vested $ 93,609 $ 63,329 Nonvested 2,236 2,363 --------- --------- Accumulated benefit obligations $ 95,845 $ 65,692 ========= ========= Projected benefit obligations (projected unit credit method) $(130,585) $(114,991) Less plan assets at fair value 107,917 96,947 --------- --------- Projected benefit obligations in excess of plan assets (22,668) (18,044) Unrecognized net loss from past experience different from that assumed 16,518 10,996 Unrecognized prior service costs 4,833 6,239 Unrecognized net asset at January 1, 1986, being recognized over 19 years (4,142) (4,521) --------- --------- Accrued pension cost $ (5,459) $ (5,330) ========= ========= In determining the present value of benefit obligations for 1993 and 1992, FTX used a 7 percent and 8.5 percent discount rate, a 5 percent rate of increase in future compensation levels, and a 9 percent average expected rate of return on assets, respectively. Net pension cost includes the following: Years Ended December 31, --------------------------- 1993 1992 1991 ------- ------- ------- (In Thousands) Service cost during the period $ 8,573 $ 7,376 $ 7,410 Interest cost on projected benefit obligations 9,739 8,609 7,745 Actual return on plan assets (9,388) (10,220) (10,640) Net amortization and deferral 1,423 3,689 5,712 Termination benefits 26 1,813 531 ------- ------- ------- Net pension cost $10,373 $11,267 $10,758 ======= ======= ======= RTM has a contractual obligation to supplement the amounts paid to retired employees. Based on an assumed discount rate of 8 percent, the liability accrued for such payments totaled $79.4 million at December 31, 1993 ($76.6 million for retirees and $2.8 million for current employees). Since the initial acquisition, RTM has recorded expense of $5.2 million compared with cash payments of $8.0 million. This obligation is unfunded. The operator of IMC-Agrico Company maintains non-contributory pension plans that cover substantially all of its employees who perform services for IMC-Agrico Company. As of July 1, 1993, the actuarial present value of the vested projected benefit obligation was $10.1 million based on a discount rate of 8.5 percent and a 5 percent rate of increase in future compensation levels. As of December 31, 1993, no funding of such plans had occurred. FRP's share of the expense related to these plans totaled $1.5 million for 1993. FTX provides certain health care and life insurance benefits for retired employees. Effective January 1, 1991, FTX adopted Statement of Financial Accounting Standards No. 106 (FAS 106) requiring current accrual for postretirement benefits other than pensions, recording a $125.1 million charge as the cumulative effect of an accounting change. The FAS 106 expense totaled $12.4 million in 1993 ($1.9 million for service cost and $10.5 million in interest for prior period services), $12.5 million in 1992 ($1.6 million for current year service cost and $10.9 million in interest for prior period services), and $12.6 million in 1991 ($2.0 million for current year service cost and $10.6 million in interest for prior period services). Summary information of the plan is as follows: December 31, ----------------------- 1993 1992 --------- --------- (In Thousands) Actuarial present value of accumulated postretirement obligation: Retirees $118,418 $ 93,611 Fully eligible active plan participants 14,066 22,596 Other active plan participants 14,083 21,548 -------- -------- Total accumulated postretirement obligation 146,567 137,755 Unrecognized net loss (14,237) (6,254) -------- -------- Accrued postretirement benefit cost $132,330 $131,501 ======== ======== In determining the FAS 106 amounts, FTX used an initial health care cost trend rate of 11.5 percent for 1993 (12 percent for 1992), decreasing 1/2 percent per year until reaching 6 percent. A 1 percent increase in the trend rate would increase the FAS 106 amounts by approximately 10 percent. The discount rate used was 7 percent in 1993 and 8.5 percent in 1992. FTX has the right to modify or terminate these benefits. The operator of IMC-Agrico Company will provide certain health care benefits for future retired employees. At July 1, 1993, the accumulated postretirement obligation was $16.6 million, which was unfunded, with FRP's share of FAS 106 expense being $.4 million. In determining the FAS 106 amounts, the initial health care trend cost rate used was 15 percent, decreasing gradually to 5.5 percent in 2003 and thereafter, and the discount rate used was 8.5 percent. Employees are not vested and such benefits are subject to change. FTX has an Employee Capital Accumulation Program which permits eligible employees to defer a portion of their pretax earnings. FTX also has an unfunded excess benefits plan for employees to defer amounts in excess of the limitations imposed by the Internal Revenue Code. FTX matches employee deferrals up to 5 percent of basic earnings through an investment in FTX common shares. FTX has other employee benefits plans, certain of which are related to Company performance, which costs are recognized currently in general and administrative expense. The cost of these plans, reflecting the varying level of FTX earnings, totaled $7.6 million in 1993, $15.9 million in 1992, and $11.3 million in 1991. 9. COMMITMENTS AND CONTINGENCIES Litigation. While FTX is a defendant in various lawsuits incurred in the ordinary course of its businesses, management believes the potential liability in such lawsuits is not material or is adequately covered by insurance, third party indemnity agreements or reserves previously established. FTX maintains liability and other insurance customary in its businesses, with coverage limits deemed prudent. Sulphur Tanker. During 1991, one of FRP's sulphur tankers ran aground resulting in a constructive loss and a $17.7 million insurance settlement gain. FRP has an agreement whereby beginning in mid-1994 a third party will provide and operate a replacement sulphur tanker for at least fifteen years for minimum annual payments of $12.8 million. Infrastructure Asset Sales. During 1993, FCX entered into a joint venture agreement with P.T. ALatieF Nusakarya Corporation (ALatieF), an Indonesian investor, which provides for the sale of certain portions of the to-be- constructed infrastructure assets and certain existing assets by PT-FI to a joint venture or ventures (the ALatieF Joint Venture) owned one-third by PT-FI and two-thirds by ALatieF for total consideration of $270.0 million. The acquired assets will be made available to PT-FI and its employees and designees under arrangements which will provide the ALatieF Joint Venture with a guaranteed minimum rate of return on its investment. Funding of the ALatieF Joint Venture is expected to be provided by $90.0 million in equity contributions from the ALatieF Joint Venture partners and $180.0 million in debt financing, which is expected to be guaranteed by PT-FI, FCX or both. The sale of the first group of assets to the ALatieF Joint Venture was completed in December 1993 for a price of $90.0 million. The sale was partially financed with a $60.0 million medium-term loan facility which is guaranteed by PT-FI. The variable rate loan has a 5 percent per year amortization with a balloon payment after five years. The ALatieF Joint Venture is consolidated and no gain or loss was recorded on the sale. The sales which are anticipated for 1994 and later are subject to the execution of definitive agreements and certain Indonesian governmental approvals. In December 1993, PT-FI announced the execution of a Letter of Intent with Duke Energy Corp. (Duke Energy), a wholly owned affiliate of Duke Power Company, and PowerLink Corporation (PowerLink), a subsidiary of Northstar Energy Corporation, pursuant to which PT-FI would sell its existing and to-be-constructed power generation and transmission assets and certain other power-related assets to a joint venture (the Power Joint Venture) whose ownership consists of Duke Energy (30 percent), PowerLink (30 percent), PT-FI (30 percent), and an Indonesian investor (10 percent). The total value of the transaction is estimated at $200 million and is expected to be concluded in two phases. The first sale, representing the existing assets, is expected to exceed $100 million and to occur in mid- 1994. The final sale, representing the to-be-constructed expansion-related assets, is expected to occur during the first half of 1995. Under the agreement, the Power Joint Venture will own these assets and be responsible for providing the electrical power services required by PT-FI at its mining, milling, and support operations in Irian Jaya, Indonesia, including the power services required for the expansion of ore throughput to 115,000 metric tons of ore milled per day. The transaction is subject to the execution of definitive agreements between PT-FI and the Power Joint Venture, financing, and certain Indonesian governmental approvals. PT-FI is proceeding with plans to sell other non-operating assets under terms whereby the purchaser will operate the assets and provide services to PT-FI and its employees and designees. Environmental. FTX has made, and will continue to make, expenditures at its operations for protection of the environment. FTX is subject to contingencies as a result of environmental laws and regulations. The related future cost is indeterminable due to such factors as the unknown timing and extent of the corrective actions that may be required and the application of joint and several liability. However, FTX believes that such costs will not have a material adverse effect on its operations or financial position. As part of FRP's 1987 acquisition of certain fertilizer assets, the seller agreed to indemnify FRP for any environmental costs in excess of an aggregate $5.0 million on certain identified sites. FRP accrued the $5.0 million at the time of acquisition. The seller has assumed control of these sites, and based on management's review of the potential liabilities and the seller's financial condition, FRP concluded that it is remote that FRP would have any additional liability. FTX believes its exposure on other domestic abandoned environmental sites will not exceed amounts accrued and expects that any costs would be incurred over a period of years. FTX believes it is in compliance with all applicable Indonesian environmental laws, rules, and regulations. Based on current Indonesian environmental regulations, eventual mine closure and reclamation costs, at the mine in Irian Jaya, is not expected to be material. RTM's capital expenditures for 1994 are expected to include approximately $18 million to modify its sulphuric acid plants, including expanding their capacity, to comply with certain environmental standards in Spain. Additionally, at December 31, 1993 FCX had an accrual of $10.3 million related to RTM's impending mine closure and the eventual closure of its smelter. Long-Term Contracts and Operating Leases. At December 31, 1993, RTM had purchase commitments totaling $25.6 million related to the expansion of its smelter. In addition, it had commitments to purchase concentrate from third parties (excluding PT-FI) of 305,000 metric tons in 1994, 295,000 metric tons in 1995, 260,000 metric tons in 1996, 140,000 metric tons in 1997, and a total of 580,000 metric tons from 1998-2002, at then market prices. During 1993, PT-FI supplied RTM with approximately 90,000 metric tons of copper concentrate and is expected to supply approximately 150,000 metric tons in 1994, providing for approximately 20 percent and 33 percent, respectively, of RTM's requirements in those years. Beginning in 1996, PT- FI is expected to provide RTM with approximately one-half of its copper concentrate requirements. FTX's minimum annual contractual charges under noncancellable long- term contracts and operating leases which expire during the period 1994 to 2009 totals $378.4 million, with $42.7 million in 1994, $47.9 million in 1995, $32.6 million in 1996, $29.3 million in 1997, and $28.7 million in 1998. Total rental expense under long-term contracts and operating leases amounted to $43.0 million, $31.4 million, and $31.4 million in 1993, 1992, and 1991, respectively. 10. SEGMENT FINANCIAL INFORMATION FTX's business segments consist of the following: Metals, which includes FCX's Indonesian copper/gold operations and the RTM smelting operations in Spain; Agricultural Minerals, which includes FRP's fertilizer and sulphur businesses; and Energy, which includes the oil and gas operations of FTX and FRP, and the uranium operations of FRP. The Company's foreign operations are primarily conducted by FCX. [Enlarge/Download Table] Year Ended December 31, 1993 -------------------------------------------------------------------- Agricultural Metals Minerals Oil and Gas Other Total ---------- ---------- ----------- --------- ---------- (In Thousands) Revenues $ 925,932(a) $619,332 $ 56,680 $ 8,637 $1,610,581(b) Production and delivery 567,148 552,578 13,014 13,866 1,146,606 Depreciation and amortization 67,906 70,803 42,000 11,229 191,938 Exploration expenses 33,748 2,261 26,708 2,363 65,080 Provision for restructuring charges - - - 67,145 67,145 Loss on valuation and sale of assets, net - - - 64,114 64,114 General and administrative expenses 81,399 58,091 13,169 16,400 169,059 ---------- ---------- -------- --------- ---------- Operating income (loss) $ 175,731 $ (64,401) $(38,211) $(166,480) $ (93,361) ========== ========== ======== ========= ========== Earnings by sources(c) $ 173,515 $ (55,889) $(39,749) $ (37,805) $ 40,072 ========== ========== ======== ========= ========== Capital expenditures $ 453,122 $ 46,270(d) $ 40,394 $ 28,411 $ 568,197 ========== ========== ======== ========= ========== Total assets $2,116,653 $1,194,304 $ 68,062 $ 335,048 $3,714,067 ========== ========== ======== ========= ========== [Enlarge/Download Table] Year Ended December 31, 1992 -------------------------------------------------------------------- Agricultural Metals Minerals Oil and Gas Other Total ---------- ---------- ----------- --------- ---------- (In Thousands) Revenues $ 714,315 $ 799,032 $127,799 $ 13,765 $1,654,911(b) Production and delivery 308,948 638,503 28,861 9,962 986,274 Depreciation and amortization 48,272 66,299 79,942 7,869 202,382 Exploration expenses 12,185 4,777 18,394 1,680 37,036 General and administrative expenses 68,481 72,828 25,155 10,899 177,363 ---------- ---------- ----------- --------- ---------- Operating income $ 276,429 $ 16,625 $(24,553) $(16,645) $ 251,856 ========== ========== ======== ========= ========== Earnings by sources(c) $ 283,591 $ 17,993 $(28,200) $(19,888) $ 253,496 ========== ========== ======== ========= ========== Capital expenditures $ 367,842 $ 170,224(d) $ 55,580 $ 48,160 $ 641,806 ========== ========== ======== ========= ========== Total assets $1,694,005 $1,233,085 $180,987 $438,634 $3,546,711 ========== ========== ======== ========= ========== [Enlarge/Download Table] Year Ended December 31, 1991 ---------------------------------------------------------------------------------- Energy ------------------------ Agricultural Metals Minerals Oil and Gas Uranium Other Total ---------- ---------- ----------- ------- -------- ---------- (In Thousands) Revenues $ 467,522 $ 880,452 $184,768 $37,729 $ 8,725 $1,579,196(b) Production and delivery 204,353 691,233 41,815 16,705 10,671 964,777 Depreciation and amortization 38,397 55,434 103,787 2,711 4,367 204,696 Exploration expenses 6,502 1,219 27,322 - 2,030 37,073 Gain on sale of assets, net - - - - (515) (515) General and administrative expenses 40,550 61,645 36,210 1,282 9,585 149,272 ---------- ---------- -------- ------- -------- ---------- Operating income $ 177,720 $ 70,921 $(24,366) $17,031 $(17,413) $ 223,893 ========== ========== ======== ======= ======== ========== Earnings by sources(c) $ 181,197 $ 78,926 $(23,079) $17,070 $ (6,585) $ 247,529 ========== ========== ======== ======= ======== ========== Capital expenditures $ 239,954 $ 294,366(d) $196,552 $ 13 $ 70,024 $ 800,909 ========== ========== ======== ======= ======== ========== Total assets $1,157,615 $1,143,169 $698,038 $17,196 $549,347 $3,565,365 ========== ========== ======== ======= ======== ========== <FN> a. Includes the operations of RTM (Note 2) since its acquisition, with revenues of $288.4 million and a net loss of $15.7 million during 1993 and identifiable assets of $335.5 million as of December 31, 1993. b. Export sales to Asia, Australia, Latin America, and Canada approximated 13 percent, 20 percent, and 22 percent of total revenues for 1993, 1992, and 1991, respectively. Sales to Japanese companies by FCX were 19 percent, 15 percent, and 11 percent of total revenues for 1993, 1992, and 1991, respectively. c. Operating income plus other income, less provision for restructuring charges and the gain/loss on valuation and sale of assets from the Statements of Operations. d. Includes development costs ($16.6 million in 1993 and $20.8 million in 1992) and capitalized interest ($11.1 million in 1993, $17.7 million in 1992, and $14.7 million in 1991) associated with the Main Pass sulphur project prior to becoming operational for accounting purposes July 1, 1993. 11. SUPPLEMENTARY MINERAL RESERVE, PRODUCTION, AND SALES INFORMATION (UNAUDITED) Proved and probable mineral reserves, including proved oil reserves, are as follows: [Enlarge/Download Table] December 31, ------------------------------------------------------- 1993 1992 1991 1990 1989 ------ ------ ------ ------- ------- (In Thousands) Copper-thousands of recoverable pounds(a) 26,800 20,900 21,800 13,900 8,303 Gold-recoverable ounces(a) 39,500(b) 32,100 32,400 19,500 8,100 Silver-recoverable ounces(a) 85,200(b) 44,700 50,000 34,700 27,186 Sulphur-long tons(c) 38,637 41,570 42,780 44,125 45,265 Phosphate rock-short tons(d) 215,156 208,655 206,183 205,752 100,408 Oil-barrels(e) 9,962 13,861 18,496 18,785 - <FN> a. Recoverable content reflects an estimated recovery rate of 90 percent for copper, 80 percent for gold, and 70 percent for silver (contained concentrates less normal smelting and refining allowances). Recoverable production and reserves are used synonymously with payable production and reserves. b. Includes .4 million ounces of gold and 8.5 million ounces of silver attributable to RTM. c. Includes 38.6 million tons in 1993, 39.0 million tons in 1992, 39.1 million tons in 1991-1989, net to FRP before royalties, at Main Pass, subject to a 12.5 percent federal royalty based on net mine revenues. d. For 1993 represents FRP's share, based on its current Capital Interest ownership, of the IMC-Agrico Company reserves. Contains an average of 68 percent bone phosphate of lime. Approximately 3.6 tons of phosphate rock are used to produce one ton of phosphoric acid and one pound of uranium oxide. During 1990, FRP entered into exclusive long-term purchase options for properties containing approximately 111 million tons of phosphate rock reserves. e. Reflects only Main Pass reserves. Includes 4.9 million, 6.8 million, 6.8 million, and 7.0 million barrels attributable to FRP minority interests for 1993-1990, respectively. Production, Internal Consumption, Sales, and Average Realized Prices are as follows. [Enlarge/Download Table] <CAPTION Years Ended December 31, ------------------------------------------------------- 1993 1992 1991 1990 1989 METALS ------- ------- ------- ------- ------- PT-FI (In Thousands, Except Average Realizations) Copper (recoverable pounds) Production 658,400 619,100 466,700 361,800 317,400 Sales 645,700 651,800 439,700 348,000 317,800 Average realized price(a) $.90(b) $1.03 $1.01 $1.20 $1.24 Gold (recoverable ounces) Production 787 641 421 284 139 Sales 763 679 398 273 140 Average realized price $361.74 $340.11 $358.76 $378.30 $383.28 Silver (recoverable ounces) Production 1,541 1,643 1,568 1,749 1,971 Sales 1,481 1,804 1,621 1,664 1,979 Average realized price $4.15 $3.72 $3.87 $4.61 $5.39 RTM (since acquisition) Smelter operations Concentrate treated (metric tons, MT) 330 - - - - Anode production (MT) 136 - - - - Cathode production (MT) 103 - - - - Gold operations Production (recoverable ounces) 133 - - - - Average realized price $369.06 - - - - AGRICULTURAL MINERALS Sales Phosphate fertilizers (short tons)(c) Diammonium phosphate 2,303 2,760 2,841 2,568 2,563 Monoammonium phosphate Granular 423 509 476 438 359 Powdered 55 - - - - Granular triple superphosphate 565 715 710 717 680 Phosphate rock (short tons)(c) 3,840 3,441 2,247 1,455 1,572 Sulphur (long tons)(d) 1,973 2,346 2,528 2,491 2,557 ENERGY Oil (barrels) Sales 3,443 4,884 351 - - Average realized price $14.43 $15.91 $13.34 - - <FN> a. Excludes adjustments for prior year concentrate sales or price protection program costs. b. FCX's price protection program eliminates exposure to declines in copper prices below an average of $.90 per pound for its estimated sales through 1994. Excluding amounts recognized under this program, the realization for 1993 would have been $.82 per pound. c. Beginning July 1, 1993, reflects FRP's 46.5 percent share of the assets of IMC-Agrico Company during the year ended June 30, 1994. d. Includes 1,138,800 tons, 1,654,300 tons, 1,612,400 tons, 1,564,000 tons, and 1,539,000 tons for 1993-1989, respectively, which represent internal consumption and Main Pass start-up sales that are not included in sales for accounting purposes. 12. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) [Download Table] Net Income (Loss) Net Income Per Common Share (Loss) ----------------- Operating Applicable To Fully Revenues Income (loss) Common Stock Primary Diluted ---------- ------------- ------------ ------- ------- (In Thousands, Except Per Share Amounts) 1993 1st Quarter (a,b) $ 300,821 $ (42,908) $ (55,346) $(.39) $(.39) 2nd Quarter (a,c) 421,818 (162,999) (77,379) (.54) (.54) 3rd Quarter (a,d) 402,353 97,568 26,786 .19 .19 4th Quarter (e) 485,589 14,978 (20,264) (.14) (.14) ---------- --------- --------- $1,610,581 $ (93,361) $(126,203) (.89) (.89) ========== ========= ========= 1992 1st Quarter $ 363,485 $ 28,477 $ 3,698 $ .03 $ .03 2nd Quarter 511,438 110,309 23,102 .16 .16 3rd Quarter (f) 367,340 52,847 123,137 .86 .76 4th Quarter (g) 412,648 60,223 19,197 .14 .14 ---------- --------- --------- $1,654,911 $ 251,856 $ 169,134 1.17 1.17 ========== ========= ========= <FN> a. The quarterly results have been restated to reflect the cumulative effect of the changes in accounting principle (Note 1) and the RTM investment on a fully consolidated basis. FCX previously reported this investment using the equity method of accounting because FCX anticipated reducing its interest below 50 percent within one year of the initial investment in RTM. FCX is now considering alternative forms of financing. b. Includes a $47.4 million charge ($18.5 million to net income or $.13 per share) related to administrative restructuring costs and the sale of FRP's producing geothermal assets, and an $8.0 million gain ($5.3 million to net income or $.04 per share) related to the conversion of FCX notes. Also includes a $20.7 million charge ($.15 per share), net of taxes and minority interests, for the cumulative effect of the changes in accounting principle (Note 1). c. Includes a $165.6 million charge ($74.6 million to net income or $.52 per share) related to administrative restructuring costs, the recoverability of certain assets, and other nonrecurring charges. Also includes a $25.3 million gain ($16.7 million to net income or $.12 per share) related to the conversion of FCX notes. d. Includes a $70.2 million gain ($46.1 million to net income or $.32 per share) primarily from the sale of an oil and gas property. e. Includes a $64.3 million charge ($22.8 million to net income or $.16 per share) primarily related to the recoverability of FRP's Main Pass oil investment, a $10.7 million gain ($3.6 million to net income or $.03 per share) from FRP's sale of certain previously mined phosphate rock acreage, and a $13.7 million gain ($8.9 million to net income or $.06 per share) related to the conversion of FCX notes. f. Includes a $100.9 million gain ($.70 per primary and $.56 per fully diluted share) on sale of FCX Class A common stock and a $19.6 million gain ($.14 per primary and $.11 per fully diluted share) related to the conversion of FCX notes. g. Includes a $14.2 million gain ($.10 per share) related to the conversion of FCX notes. REPORT OF MANAGEMENT Freeport-McMoRan Inc. (the Company) is responsible for the preparation of the financial statements and all other information contained in this Annual Report. The financial statements have been prepared in conformity with generally accepted accounting principles and include amounts that are based on management's informed judgments and estimates. The Company maintains a system of internal accounting controls designed to provide reasonable assurance at reasonable costs that assets are safeguarded against loss or unauthorized use, and that transactions are executed in accordance with management's authorization and recorded and summarized properly. The system is tested and evaluated on a regular basis by the Company's internal auditors. In accordance with generally accepted auditing standards, the Company's independent public accountants have developed an overall understanding of our accounting and financial controls and have conducted other tests as they consider necessary to support their opinion on the financial statements. The Board of Directors, through its Audit Committee composed solely of non-employee directors, is responsible for overseeing the integrity and reliability of the Company's accounting and financial reporting practices and the effectiveness of its system of internal controls. The independent public accountants and internal auditors meet regularly with, and have access to, this committee, with and without management present, to discuss the results of their audit work. James R. Moffett Richard C. Adkerson Chairman of the Board and Senior Vice President and Chief Executive Officer Chief Financial Officer REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF FREEPORT-McMoRan INC.: We have audited the accompanying balance sheets of Freeport-McMoRan Inc. (the Company), a Delaware Corporation, and consolidated subsidiaries as of December 31, 1993 and 1992, and the related statements of operations, cash flow and stockholders' equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of IMC-Agrico Company (the Joint Venture). The Company's share of the Joint Venture constitutes 22 percent of assets and 14 percent of revenues of the Company's totals as of December 31, 1993 and the year then ended, respectively. Those statements were audited by other auditors whose report has been furnished to us and our opinion, insofar as it relates to the amounts included for the Company's interest in the Joint Venture, is based solely on the report of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Freeport-McMoRan Inc. and consolidated subsidiaries as of December 31, 1993 and 1992 and the results of its operations and its cash flow for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Notes 8, 6, and 1 to the consolidated financial statements, effective January 1, 1991, the Company changed its method of accounting for postretirement benefits other than pensions, effective January 1, 1992, changed its method of accounting for income taxes, and effective January 1, 1993, changed its method of accounting for periodic scheduled maintenance costs, deferred charges, and costs of management information systems. Arthur Andersen & Co. New Orleans, Louisiana, January 25, 1994 [Enlarge/Download Table] FINANCIAL HIGHLIGHTS Years Ended December 31, ------------------------------------------------------------ 1993 1992 1991 1990 1989 -------- -------- -------- -------- -------- (In Millions, Except Per Share Amounts) Revenues $1,610.6 $1,654.9 $1,579.2 $1,580.6 $1,958.2 Operating income (loss) $ (93.4) $ 251.9 $ 223.9 $ 731.5 $ 360.3 Net income (loss) from: Operations $ (68.0) $ 34.4 $ 90.8 $ 13.4 $ 72.8 Nonrecurring gains/(losses), net (a) (37.5) 134.7 5.0 257.3 26.3 Changes in accounting principle (20.7) - (55.7) - - -------- -------- -------- -------- -------- Net income (loss) applicable to common stock $ (126.2) $ 169.1 $ 40.1 $ 270.7 $ 99.1 ======== ======== ======== ======== ======== Net income (loss) per primary share from: Operations $ (.48) $ .24 $ .65 $ .12 $ .60 Nonrecurring gains/(losses), net (a) (.26) .93 .04 2.23 .22 Changes in accounting principle (.15) - (.40) - - -------- -------- -------- -------- -------- Net income (loss) applicable to common stock $ (.89) $ 1.17 $ .29 $ 2.35 $ .82 ======== ======== ======== ======== ======== Average common shares outstanding 141.6 144.5 139.6 115.2 120.4 Earnings by sources: Metals Indonesian copper/gold $ 179.7 $ 283.6 $ 181.2 $ 205.7 $ 206.2 Spanish copper smelter/gold (6.2) - - - - North American gold - - - 4.8 16.1 Agricultural minerals (55.9) 18.0 78.9 64.9 123.2 Energy Oil and natural gas(b) (39.7) (28.2) (23.1) (45.6) 6.3 Uranium - - 17.1 13.5 18.5 Geothermal - - - 13.2 29.7 Other (37.8) (19.9) (6.6) 4.5 (8.0) -------- -------- -------- -------- -------- Income from segment operations(c) $ 40.1 $ 253.5 $ 247.5 $ 261.0 $ 392.0 ======== ======== ======== ======== ======== Dividends per common share: Cash $ 1.25 $ 1.250 $ 1.25 $ 1.25 $ 1.25 Share - .175 - - - -------- -------- -------- -------- -------- $ 1.25 $ 1.425 $ 1.25 $ 1.25 $ 1.25 ======== ======== ======== ======== ======== At December 31: Property, plant and equipment, net $2,773.7 $2,276.9 $2,253.8 $2,204.5 $2,290.8 Long-term debt, including current portion and short-term borrowings 1,331.7 1,510.7 1,942.0 1,591.0 1,728.8 Minority interests 1,199.3 782.9 293.6 309.3 508.1 Stockholders' equity .6 346.0 388.3 337.4 138.3 Total assets 3,714.1 3,546.7 3,565.4 3,101.3 3,070.5 <FN> a. In 1993, includes the loss on the restructuring activities and the loss on valuation and sale of assets ($66.2 million or $0.46 per share) as discussed further in Management's Discussion and Analysis, net of a gain on the conversion of Freeport-McMoRan Copper & Gold (FCX) securities ($28.7 million or $0.20 per share); in 1992, from the sale and conversion of FCX securities; in 1991, from an insurance settlement gain ($7.3 million or $0.05 per share), net of a loss on the valuation of assets ($2.3 million or $0.02 per share); and in 1990 and 1989, from the sale of assets. b. Excludes $69.1 million gain in 1993, $4.3 million gain in 1991, $14.6 million gain in 1990, and $2.3 million gain in 1989 from the sale of oil and gas properties. c. Operating income plus other income, less provision for restructuring charges and the gain/loss on valuation and sale of assets from the Statements of Operations. COMMON SHARES Our common shares trade on the New York Stock Exchange (NYSE) under the symbol "FTX". The FTX share price is reported daily in the financial press under "FrptMc" in most listings of NYSE securities. At year-end 1993 the number of holders of record of our common stock was 26,885. Common share price ranges on the NYSE composite tape during 1993 and 1992: 1993 1992 ---------------- ---------------- HIGH LOW HIGH LOW ------ ------ ------ ------ FIRST QUARTER $22.63 $17.00 $22.44 $19.50 SECOND QUARTER 22.25 18.13 21.06 19.38 THIRD QUARTER 19.38 17.50 20.50 18.75 FOURTH QUARTER 19.88 15.75 19.38 16.50 COMMON SHARE DIVIDENDS In early 1992 our Board of Directors fixed the amount of the regular quarterly common stock cash dividend, on a post-split basis, at $.3125 per common share, an increase of $.125 per common share in the regular quarterly dividend, and at the same time eliminated the special quarterly common stock cash dividend of $.125 per common share. Cash dividends paid during 1993 and 1992: 1993 ------------------------------------------- AMOUNT RECORD PAYMENT PER SHARE DATE DATE --------- ------------- ------------- $.3125 FEB. 15, 1993 MARCH 1, 1993 $.3125 MAY 14, 1993 JUNE 1, 1993 $.3125 AUG. 16, 1993 SEPT. 1, 1993 $.3125 NOV. 15, 1993 DEC. 1, 1993 1992 ------------------------------------------- AMOUNT RECORD PAYMENT PER SHARE DATE DATE --------- ------------- ------------- $.3125 FEB. 18, 1992 MARCH 2, 1992 $.3125 MAY 15, 1992 JUNE 1, 1992 $.3125 AUG. 17, 1992 SEPT. 1, 1992 $.3125 NOV. 16, 1992 DEC. 1, 1992

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