SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1995
Commission File Number: 1-9916
Freeport-McMoRan Copper & Gold Inc.
Incorporated in Delaware 74-2480931
(IRS Employer Identification No.)
First Interstate Bank Building, One East First Street, Suite 1600,
Reno, Nevada 89501
Registrant's telephone number, including area code: (702) 688-3000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
On March 31, 1995, there were issued and outstanding 65,972,568 shares of the
registrant's Class A Common Stock, par value $0.10 per share, and 139,980,763
shares of its Class B Common Stock, par value $0.10 per share.
FREEPORT-McMoRan COPPER & GOLD INC.
TABLE OF CONTENTS
Page
Part I. Financial Information
Financial Statements:
Condensed Balance Sheets 3
Statements of Income 4
Statements of Cash Flow 5
Notes to Financial Statements 6
Remarks 6
Management's Discussion and Analysis
of Financial Condition and
Results of Operations 7
Part II. Other Information 12
Signature 15
Exhibit Index E-1
FREEPORT-McMoRan COPPER & GOLD INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
---------------------
FREEPORT-McMoRan COPPER & GOLD INC.
CONDENSED BALANCE SHEETS (Unaudited)
March 31, December 31,
1995 1994
---------- ------------
ASSETS (In Thousands)
Current assets:
Cash and short-term investments $ 34,308 $ 44,252
Accounts receivable 209,980 234,224
Inventories 343,175 314,022
Prepaid expenses and other 12,226 10,896
---------- ----------
Total current assets 599,689 603,394
Property, plant and equipment, net 2,510,786 2,360,489
Other assets 80,691 76,314
---------- ----------
Total assets $3,191,166 $3,040,197
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 408,362 $ 407,478
Current portion of long-term debt and
short-term borrowings 34,602 24,098
---------- ----------
Total current liabilities 442,964 431,576
Long-term debt, less current portion 640,401 525,612
Accrued postretirement benefits and other
liabilities 202,653 213,043
Deferred income taxes 306,432 292,580
Minority interests 88,552 82,404
Mandatory redeemable preferred stock 500,007 500,007
Stockholders' equity 1,010,157 994,975
---------- ----------
Total liabilities and stockholders' equity $3,191,166 $3,040,197
========== ==========
The accompanying notes are an integral part of these financial statements.
FREEPORT-McMoRan COPPER & GOLD INC.
STATEMENTS OF INCOME (Unaudited)
Three Months Ended
March 31,
----------------------
1995 1994
-------- --------
(In Thousands, Except
Per Share Amounts)
Revenues $408,806 $266,153
Cost of sales:
Production and delivery 224,202 164,443
Depreciation and amortization 21,897 17,121
-------- --------
Total cost of sales 246,099 181,564
Exploration expenses 7,956 8,020
General and administrative expenses 32,850 23,080
-------- --------
Total costs and expenses 286,905 212,664
-------- --------
Operating income 121,901 53,489
Other expense, net (718) (474)
-------- --------
Income before income taxes and minority interests 121,183 53,015
Provision for income taxes (51,395) (23,142)
Minority interests in net income of consolidated
subsidiaries (12,392) (4,009)
-------- --------
Net income 57,396 25,864
Preferred dividends (13,403) (12,305)
-------- --------
Net income applicable to common stock $ 43,993 $ 13,559
======== ========
Net income per share of common stock $.21 $.07
==== ====
Average common shares outstanding 205,953 205,211
======= =======
Dividends per common share $.15 $.15
==== ====
The accompanying notes are an integral part of these financial statements.
FREEPORT-McMoRan COPPER & GOLD INC.
STATEMENTS OF CASH FLOW (Unaudited)
Three Months Ended
March 31,
----------------------
1995 1994
-------- --------
(In Thousands)
Cash flow from operating activities:
Net income $ 57,396 $ 25,864
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 21,897 17,121
Deferred income taxes 13,852 8,311
Minority interests' share of net income 12,392 4,009
(Increase) decrease in working capital:
Accounts receivable 26,930 36,796
Inventories (34,640) (18,923)
Prepaid expenses and other (1,307) (2,198)
Accounts payable and accrued liabilities (10,799) 18,268
Other (2,088) (7,627)
-------- --------
Net cash provided by operating activities 83,633 81,621
-------- --------
Cash flow from investing activities:
Capital expenditures:
PT-FI (137,695) (165,099)
RTM, including acquisition cost (31,257) (9,144)
-------- --------
Net cash used in investing activities (168,952) (174,243)
-------- --------
Cash flow from financing activities:
Proceeds from sale of gold-denominated
preferred stock - 158,476
Proceeds from debt, net 27,216 5,469
Proceeds from infrastructure financing, net 98,481 -
Cash dividends paid:
Common stock (30,893) (30,833)
Preferred stock (12,576) (10,333)
Minority interests (7,675) (6,304)
Other 822 -
-------- --------
Net cash provided by financing activities 75,375 116,475
-------- --------
Net increase (decrease) in cash and
short-term investments (9,944) 23,853
Cash and short-term investments at
beginning of year 44,252 13,798
-------- --------
Cash and short-term investments at
end of period $ 34,308 $ 37,651
======== ========
The accompanying notes are an integral part of these financial statements.
FREEPORT-McMoRan COPPER & GOLD INC.
NOTES TO FINANCIAL STATEMENTS
1. OWNERSHIP OF FCX COMMON STOCK
Freeport-McMoRan Inc. (FTX), the parent company of Freeport-McMoRan Copper &
Gold Inc. (FCX), plans to separate its two principal businesses, copper/gold
and agricultural minerals, into two independent financial and operating
entities. FTX will effect a pro-rata distribution (the Distribution) to its
common stockholders of all the FCX Class B common stock which it owns
resulting in FTX no longer owning any interest in FCX. The Distribution is
contingent on a number of factors, including the recapitalization of FTX,
discussed below. In order for FTX to make the Distribution on a tax-free
basis, the FCX stockholders recently approved changes to FCX's capital
structure and stockholder voting rights. Prior to the Distribution, the
voting rights will be amended so that Class B common stockholders elect 80
percent of the FCX directors and the Class A and preferred stockholders elect
the balance.
In connection with FTX's recapitalization, the RTZ Corporation PLC (RTZ)
is to acquire from FTX 21.5 million shares of FCX Class A common stock (10.4
percent of the outstanding common stock of FCX) with an option to acquire an
additional approximately 3.5 million shares of FCX Class A common stock from
FTX. Further, RTZ may acquire certain of FTX's convertible debt securities
for conversion to FTX common stock. RTZ could own over 18 percent of the FCX
common stock outstanding after completion of the Distribution; however, the
total number of FCX shares outstanding will not change, resulting in no
dilution to the current holders of FCX Class A common stock. Additionally,
FCX, its Indonesian subsidiaries and RTZ have agreed in principle to establish
joint ventures whereby RTZ is to become a 40 percent joint venture partner in
FCX's future production expansions and exploration and development activities
in Indonesia. FCX's Indonesian subsidiaries have received Indonesian
government approval to assign an interest in their Contracts of Work (COWs) to
RTZ. RTZ is to pay the next $100 million of exploration expenses with
expenditures beyond $100 million shared ratably. Development projects in
Block B of PT-FI's COW area and the P.T. Irja Eastern Minerals Corporation
(Eastern Mining) COW area will be undertaken 60 percent by PT-FI or Eastern
Mining and 40 percent by RTZ. In PT-FI's Block A, RTZ is to fund up to $750
million for future expansion projects and receive 100 percent of incremental
cash flow until RTZ recoups its costs with interest, after which the cash flow
would be shared 60 percent by PT-FI and 40 percent by RTZ. RTZ is also to
acquire a 25 percent interest in both the Rio Tinto Minera, S.A. Huelva
smelter and the Spanish mineral exploration program. The transactions with
RTZ will enable FTX to complete its recapitalization and the Distribution by
mid-1995.
2. INTEREST COSTS
Interest expense excludes capitalized interest of $17.8 million and $6 million
in the first quarter of 1995 and 1994, respectively.
3. RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the first three months of 1995 and
1994 was 6.6 to 1 and 7.9 to 1, respectively. For this calculation, earnings
are income from continuing operations before income taxes, minority interests
and fixed charges. Fixed charges include interest and that portion of rent
deemed representative of interest.
----------------------
Remarks
The information furnished herein should be read in conjunction with FCX's
financial statements contained in its 1994 Annual Report to stockholders and
incorporated by reference in its Annual Report on Form 10-K.
The information furnished herein reflects all adjustments which are, in the
opinion of management, necessary for a fair statement of the results for the
periods. All such adjustments are, in the opinion of management, of a normal
recurring nature.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
RESULTS OF OPERATIONS
First Quarter
--------------------
1995 1994
------ ------
(In Millions, Except
Per Share Amounts)
Revenues $408.8 $266.2
Operating income 121.9 53.5
Net income to common stock 44.0 13.6
Net income per share .21 .07
Freeport-McMoRan Copper & Gold Inc. (FCX) operations are primarily
conducted through its majority-owned subsidiaries, P.T. Freeport Indonesia
Company (PT-FI), Rio Tinto Minera, S.A. (RTM) and P.T. Irja Eastern Minerals
Corporation (Eastern Mining). Results for the 1995 quarter benefited
primarily from significantly higher copper realizations and increased copper
and gold sales volumes. A reconciliation of revenues between the periods
follows (in millions):
Revenues - 1994 $266.2 *
Increases (decreases):
RTM revenues, net of eliminations 20.6
PT-FI revenues:
Price realizations:
Copper 70.1
Gold (1.8)
Volumes:
Copper 36.5
Gold 26.6
Treatment charges (2.3)
Adjustments to prior period concentrate sales (3.0)
Other (4.1)
------
Revenues - 1995 $408.8 *
======
* Includes net reductions totaling $12.4 million and $3.3 million for the
first quarter of 1995 and 1994, respectively, recognized under PT-FI's
copper price protection program and RTM's gold hedging program.
FCX's first-quarter 1995 revenues rose significantly compared to the
1994 period reflecting higher copper realizations, increased production levels
caused by expanding mill throughput and improved gold grades and recoveries.
Mill throughput averaged 85,000 metric tons of ore per day (MTPD) for the 1995
quarter, 107,200 MTPD in March and for several days exceeded 115,000 MTPD.
PT-FI expects to sustain 115,000 MTPD by mid-year. Treatment charges
increased primarily because of the higher copper sales volumes, partially
offset by lower per pound rates. Adjustments to prior period concentrate
sales during the first quarter of 1995 were immaterial because of PT-FI's
copper price protection program.
Unit site production and delivery costs for the first quarter of 1995
rose slightly from the 1994 period level. However, as the expansion is
completed and PT-FI focuses on maximizing efficiencies, it expects unit site
production and delivery costs to decline. Following attainment of 115,000
MTPD, PT-FI intends to fine-tune its operations to achieve cost efficiencies
and maximum cash flows from its expanded operations. During this optimization
period, PT-FI will continue to review the feasibility of further expansions as
well as the results of exploration activities to ascertain where best to make
future investments.
PT-FI OPERATIONS First Quarter
------------------
1995 1994
------- -------
Ore milled (metric tons per day) 85,000 73,400
Copper grade (%) 1.37 1.37
Gold grade (grams per metric ton) 1.45 1.34
Recovery rate (%)
Copper 81.8 83.0
Gold 72.6 69.7
Copper (000s of recoverable pounds)
Production 182,900 160,500
Sales 196,300 155,700
Average realized price a $1.26 $.90
Gold (recoverable ounces)
Production 249,500 190,800
Sales 271,000 201,300
Average realized price $374.99 $381.67
Gross profit per pound of copper (cents):
Average realized price a 125.7 90.0
----- ----
Production costs:
Site production and delivery 62.9 59.4
Gold and silver credits (53.0) (48.9)
Treatment charges 19.5 23.1
Royalty on metals 4.4 1.4
----- ----
Cash production costs 33.8 35.0
Depreciation and amortization 8.1 7.5
----- ----
Total production costs 41.9 42.5
----- ----
Revenue adjustments b (1.4) .6
----- ----
Gross profit per pound of copper 82.4 48.1
===== ====
a. Excluding amounts recognized under PT-FI's copper price protection
program, realizations would have been $1.33 and $0.86 per pound for the
first quarter of 1995 and 1994, respectively.
b. Reflects adjustments primarily for prior period concentrate sales (net of
related amounts recognized under the copper price protection program) and
amortization of the cost of the copper price protection program.
Gold and silver credits increased primarily from higher sales volumes.
Per pound treatment charges declined because of reduced rates negotiated at
the end of 1994 resulting from the overall tightness in the copper
concentrates market, somewhat offset by higher price participation. Unit
royalties rose because of higher copper prices, as PT-FI's copper royalty rate
varies from 1.5 percent to 3.5 percent depending on the price of copper.
The depreciation rate is currently 8.1 cents per pound, reflecting the
additional capital expenditures to support current operating levels. Upon
completion of the 115,000 MTPD expansion, the depreciation rate is expected to
increase by approximately 35 percent taking into account the related capital
additions. The actual depreciation rate will be determined based on the final
project cost, together with consideration of any changes in ore reserve
estimates.
PT-FI has commitments from various parties to purchase virtually all of
its estimated 1995 production of approximately 900 million pounds of copper
and 1.2 million ounces of gold, depending on the timing of completion of the
115,000 MTPD expansion, at market prices. PT-FI has implemented a copper
price protection program that reflects a philosophy of providing for an
assurance of realizing the benefits of higher copper prices for a significant
portion of its production while it is expanding its operations. As a result
of this program, PT-FI will realize $1.23 per pound on 82.7 million pounds of
copper sales in the second quarter of 1995. An additional 62.8 million pounds
of copper sales during the second quarter will be priced at a minimum average
price of $0.88 per pound, with full participation in prices above an average
of $0.99 per pound. During the second half of 1995, PT-FI will realize $1.15
per pound on 241.4 million pounds of copper sales and has established a
minimum average price of $0.83 per pound on the remaining second half copper
sales with full participation in prices above that amount. Following
completion of the 115,000 MTPD expansion, management's present intention is to
provide a floor price for its production, if attainable at an acceptable cost,
to protect operating cash flow from the impact of potentially significant
declines in copper prices, while providing for full participation in
potentially higher prices. For 1996 and through the first quarter of 1997,
PT-FI's program has currently established a minimum average price of $0.90 per
pound on approximately 1 billion pounds of copper sales, with full
participation in prices above that amount. At March 31, 1995, the cost of PT-
FI's price protection program was $37.1 million and the unrecognized cost to
unwind its hedging positions was approximately $75 million, net of deferred
gains on closed contracts. At March 31, 1995, copper sales totaling 211.7
million pounds remained to be contractually priced in 1995. As a result of
PT-FI's hedging activities, only 64.8 million of those pounds, which are
currently recorded at $1.33 per pound, are subject to changes in the price of
copper. As conditions warrant, PT-FI may modify or extend its existing
programs.
During the first quarter of 1995, PT-FI implemented a gold pricing
strategy designed to take advantage of the premium which exists between the
spot and futures gold price. As of March 31, 1995, PT-FI will earn an average
premium of $9.79 per ounce above the average February through April 1995
closing gold price on 280,000 ounces of gold. These premiums will be recorded
as gold revenues when the contracts settle.
RTM OPERATIONS First Quarter
--------------------
1995 1994
------- -------
Smelter operations
Concentrate treated (metric tons) 118,400 118,000
Anode production (000s of pounds) 83,900 83,600
Cathode production (000s of pounds) 75,400 76,300
Mining operations
Ore milled (MTPD) 10,200 18,100
Gold grade (grams per metric ton) 1.07 1.04
Gold sales (recoverable ounces) 26,600 37,400
Average realized price * $368.59 $364.22
* Excluding adjustments related to RTM's gold loans and forward sales
contracts, realizations would have been $375.59 and $383.30 for the first
quarter of 1995 and 1994, respectively.
RTM losses totaled $2.4 million in 1995 compared with earnings of $1.7
million in the 1994 period. RTM's results were adversely affected by
significantly lower treatment charge rates somewhat offset by greater price
participation. Second quarter smelter operations will be negatively affected
by expansion tie-ins and the planned shutdown of RTM's smelter for normal
maintenance turnarounds. Results from RTM's mining operations reflect lower
gold and silver production and higher unit costs as the mine nears the end of
its economic life. First-quarter 1995 results were also negatively impacted
by the strengthening of the Spanish peseta against the U.S. dollar which, at
current operating levels, has an approximately $1 million impact on RTM's
annual earnings and cash flow for each one peseta change in the exchange rate.
OTHER FINANCIAL RESULTS
FCX's exploration costs were $8 million for both quarters. FCX and RTZ
Corporation PLC (RTZ) have agreed to establish exploration joint ventures
whereby RTZ would be a 40 percent joint venture partner and will pay for all
further approved exploration expenditures until it has paid an aggregate $100
million (Note 1). FCX (60 percent) and RTZ (40 percent) will then pay ratably
for any additional exploration costs and costs to develop projects within PT-
FI's Block B Contract of Work (COW) area and Eastern Mining's COW area.
FCX's general and administrative expenses were $32.9 million in 1995 and
$23.1 million in 1994. The increase results from the additional personnel and
administrative efforts required to manage the expanding operations. Once the
expansion is completed, general and administrative expenses are expected to
remain relatively constant.
FCX's total interest cost (before capitalization) increased to $17.8
million in 1995 from $6 million in 1994 primarily because of an increase in
average debt levels. Because of the significant expansion projects at PT-FI
and RTM, all interest was capitalized during these periods. As these
expansions are completed, beginning with the 115,000 MTPD expansion during the
second quarter of 1995, interest cost will be charged to expense.
FCX's effective tax rate was 42 percent in 1995 compared with 44 percent
in the 1994 period. PT-FI's COW provides a 35 percent income tax rate and a
15 percent withholding on dividends paid to FCX by PT-FI and on interest for
debt incurred after the signing of the COW. No income tax provision or
benefit is recorded at RTM, which is subject to taxation in Spain, because it
has not generated taxable income in recent years and has significant tax
benefit carryforwards.
CAPITAL RESOURCES AND LIQUIDITY
Net cash provided by operating activities totaled $83.6 million in 1995,
compared with $81.6 million for 1994, with higher net income partially offset
by an increase in working capital. Increases in inventory reflect additional
anodes inventory at RTM for consumption at its refinery operations while the
smelter is temporarily shut down, as discussed earlier, and spare parts for
the new mill at PT-FI. Cash flow used in investing activities reflects a
decrease in PT-FI expenditures to $137.7 million, compared with $165.1 million
in 1994, as the 115,000 MTPD expansion nears completion. RTM expenditures
increased to $31.3 million, compared with $9.1 million in 1994, as the smelter
expansion is now under way. Cash flow provided by financing activities
totaled $75.4 million in 1995 compared with $116.5 million in 1994. The 1995
period included $98.5 million of proceeds from infrastructure financing and
the 1994 period included $158.5 million from a gold-denominated preferred
stock sale.
PT-FI's capital expenditures for the remainder of 1995 are expected to
approximate $300 million. Expenditures will be funded by operating cash flow,
sales of infrastructure assets, the bank credit facility ($310 million of
availability at March 31, 1995) and other financing sources. In connection
with FTX's proposed restructuring plan (Note 1), the existing FTX credit
agreement in which PT-FI participates is being modified to become a separate
facility for PT-FI and a new facility is being arranged for FCX and PT-FI
which will provide greater access to credit markets and reduce financing
costs. For further expansion projects in the current Block A mining area,
beyond the current 115,000 MTPD expansion, RTZ will provide up to a maximum of
$750 million for 100 percent of costs to develop such projects. RTZ will
receive the incremental cash flow attributed to the expansion projects until
it has received an amount equal to the funds it had provided plus interest
based on RTZ's cost of borrowing. Subsequently, FCX (60 percent) and RTZ (40
percent) will share incremental cash flow ratably in proportion to their
ownership.
PT-FI has entered into joint ventures to purchase and manage certain of
its infrastructure assets for $270 million and its power-related assets for
$215 million. In March 1995, PT-FI sold certain of its port, marine,
logistics and construction equipment and facilities for $100 million. As of
March 31, 1995, $75.1 million of infrastructure assets and $115 million of
power-related assets remain to be sold during 1995. PT-FI has guaranteed
certain minimum rates of return in each of the above transactions. PT-FI is
proceeding with plans to sell other nonoperating assets whereby the purchaser
will operate the assets and provide services to PT-FI and its designees.
RTM has a turnkey contract to expand its smelter capacity to 270,000
metric tons of metal per year by early 1996 at a cost of $215 million and has
obtained $290 million of project financing, nonrecourse to FCX, including a
working capital line. At March 31, 1995, $135 million remained to be incurred
on the turnkey contract. RTM's future operating cash flow will be determined
by the supply and demand for copper smelter capacity, smelter and refining
production rates, the exchange rate between the U.S. dollar and Spanish peseta
and prices and sales volumes of gold. PT-FI has a long-term contract to
provide the smelter with a significant portion of its copper concentrate
requirements.
In January 1995, FCX agreed in principle to form a joint venture, 20
percent owned by FCX, to develop a 200,000 metric tons of metal per year
copper smelter in Gresik, Indonesia. Alternatives for financing the estimated
$550 million aggregate project cost, plus approximately $100 million of
working capital, are being reviewed. Upon completion of RTM's smelter
expansion and the proposed Gresik smelter, FCX anticipates that approximately
70 percent of PT-FI's expanded annual concentrate production will be sold to
affiliates at market prices.
On April 6, 1995, the FCX Board of Directors declared a cash dividend of
$0.15 per share on FCX's Class A common stock and Class B common stock,
payable May 1, 1995. The declaration and amount of future dividends, if any,
will depend upon appropriate action of the Board of Directors and economic and
market factors which cannot be predicted.
--------------------
The results of operations reported and summarized above are not necessarily
indicative of future operating results.
FREEPORT-McMoRan COPPER & GOLD INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
By means of a Consent Solicitation Statement dated February 7, 1995,
consent of the holders of common stock of the registrant was sought for
approval of seven proposals to make certain changes to the registrant's
capital structure and corporate governance and to establish certain new
benefit plans, in connection with the plan of Freeport-McMoRan Inc.
("Freeport-McMoRan"), which currently owns all of the outstanding shares of
the registrant's Class B common stock, to distribute to its stockholders, on a
tax-free basis, all of the Class B common stock it owns at the time of the
distribution (the "Distribution"). Consents received prior to 4:30 p.m., New
York City time, on March 20, 1995 (the "Consent Solicitation Deadline") were
included in the voting on the proposal.
On the basis of consents received before the Consent Solicitation
Deadline, the seven proposals were approved by the stockholders as follows:
The first proposal voted upon was the adoption of an agreement and plan
of merger with a wholly owned subsidiary of the registrant, providing for the
merger of said subsidiary with and into the registrant, which will effect
changes to the registrant's capital structure and the voting rights of its
common stock and preferred stock in order to permit the Distribution to be
tax-free for federal income tax purposes. The numbers of votes cast for or
withheld and the number of broker non-votes as to such matter by holders of
shares of (i) the Class A common stock of the registrant (not including shares
of Class A common stock owned by Freeport-McMoRan or its affiliates), (ii) the
Class B common stock of the registrant, and (iii) the Class A and Class B
common stock of the registrant, voting together as a single class, were as
follows:
(i) FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
41,841,790 1,345,017 0
(ii) FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
139,980,763 0 0
(iii) FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
183,023,553 1,345,017 0
The second proposal voted upon was the adoption of an amendment to the
registrant's Certificate of Incorporation to add certain provisions designed
to reduce the registrant's vulnerability to an unsolicited takeover not deemed
by the Board of Directors of the registrant to be in the best interests of the
stockholders. The numbers of votes cast for or withheld and the number of
broker non-votes as to such matter by holders of shares of (i) the Class A
common stock of the registrant (not including shares of Class A common stock
owned by Freeport-McMoRan or its affiliates), (ii) the Class B common stock of
the registrant, and (iii) the Class A and Class B common stock of the
registrant, voting together as a single class, were as follows:
(i) FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
29,947,186 13,239,621 0
(ii) FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
139,980,763 0 0
(iii) FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
171,461,949 13,329,621 0
The third proposal voted upon was the adoption of an Adjusted Stock
Award Plan. The number of votes cast for or withheld and the number of broker
non-votes as to such matter by holders of shares of the Class A and Class B
common stock of the registrant, voting together as a single class, were as
follows:
FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
178,687,119 5,681,205 246
The fourth proposal voted upon was the adoption of a 1995 Stock Option
Plan. The number of votes cast for or withheld and the number of broker non-
votes as to such matter by holders of shares of the Class A and Class B common
stock of the registrant, voting together as a single class, were as follows:
FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
176,406,543 7,961,781 246
The fifth proposal voted upon was the adoption of a 1995 Stock Option
Plan for Non-Employee Directors. The number of votes cast for or withheld and
the number of broker non-votes as to such matter by holders of shares of the
Class A and Class B common stock of the registrant, voting together as a
single class, were as follows:
FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
177,446,683 6,921,641 246
The sixth proposal voted upon was the adoption of an Annual Incentive
Plan. The number of votes cast for or withheld and the number of broker non-
votes as to such matter by holders of shares of the Class A and Class B common
stock of the registrant, voting together as a single class, were as follows:
FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
181,380,536 2,787,788 246
The seventh proposal voted upon was the adoption of a 1995 Long-Term
Performance Incentive Plan. The number of votes cast for or withheld and the
number of broker non-votes as to such matter by holders of shares of the Class
A and Class B common stock of the registrant, voting together as a single
class, were as follows:
FOR WITHHELD BROKER NON-VOTES
----------- ---------- ----------------
181,153,379 3,214,945 246
FREEPORT-McMoRan COPPER & GOLD INC.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The exhibit to this report is listed in the Exhibit Index
appearing on page E-1 hereof.
(b) During the quarter for which this report is filed, the
registrant filed one Current Report on Form 8-K, dated March 7, 1995,
reporting information under Item 5 and Item 7.
FREEPORT-McMoRan COPPER & GOLD INC.
SIGNATURE
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FREEPORT-McMoRan COPPER & GOLD INC.
By: /s/ John T. Eads
--------------------------------
John T. Eads
Controller - Financial Reporting
Date: April 25, 1995
FREEPORT-McMoRan COPPER & GOLD INC.
EXHIBIT INDEX
--------------
Sequentially
Numbered
Number Description Page
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27.1 Freeport-McMoRan Copper & Gold Inc.
Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 34,308
<SECURITIES> 0
<RECEIVABLES> 139,413
<ALLOWANCES> 0
<INVENTORY> 343,175
<CURRENT-ASSETS> 599,689
<PP&E> 3,131,590
<DEPRECIATION> 620,804
<TOTAL-ASSETS> 3,191,166
<CURRENT-LIABILITIES> 442,964
<BONDS> 640,401
<COMMON> 20,595
500,007
573,900
<OTHER-SE> 415,662
<TOTAL-LIABILITY-AND-EQUITY> 3,191,166
<SALES> 408,806
<TOTAL-REVENUES> 408,806
<CGS> 246,099
<TOTAL-COSTS> 246,099
<OTHER-EXPENSES> 7,956
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 121,183
<INCOME-TAX> 51,395
<INCOME-CONTINUING> 57,396
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 57,396
<EPS-PRIMARY> .21
<EPS-DILUTED> .21
</TABLE>
