Item 3. Legal Proceedings.
Tom Beanal v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc., Civ. No. 96-1474 (E.D. La. filed Apr. 29, 1996). The plaintiff alleges environmental, human rights and social/cultural violations in Indonesia. He seeks $6 billion in monetary damages and other equitable relief. The Company denies these allegations, which it believes are inconsistent with the findings of a series of independent examinations of the Indonesian mining operations of PT-FI. The Company believes the action is baseless and will vigorously defend such action. The Company has filed a motion to dismiss all claims, which motion is pending.
Yosefa Alomang v. Freeport-McMoRan Inc. and Freeport-McMoRan Copper & Gold Inc., Civ. No. 96-9962 (Orleans Civ. Dist. Ct. La. filed June 19, 1996). This purported class action was dismissed by the Civil District Court of the Parish of Orleans, State of Louisiana on February 21, 1997 for lack of subject matter jurisdiction because the alleged conduct and damages occurred in Indonesia. The Court also held that venue was not proper in any Louisiana court. On March 11, 1997, the Court ruled that an amended complaint filed by the plaintiff did not cure the lack of subject matter jurisdiction. The plaintiff had alleged substantially similar violations as those alleged in the Beanal suit and sought unspecified monetary damages and other equitable relief.
In addition to the foregoing proceedings, FCX may be from time to time involved in various legal proceedings of a character normally incident to the ordinary course of its business. Management believes that potential liability in any such or threatened proceedings would not have a material adverse effect on the financial condition or results of operations of FCX. FCX maintains liability insurance to cover some, but not all, potential liabilities normally incident to the ordinary course of its business as well as other insurance coverages customary in its business, with such coverage limits as management deems prudent.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
[PAGE] 12
Executive Officers of the Registrant.
Certain information as of March 14, 1997 about the executive officers of FCX, including their position or office with FCX and PT-FI, is set forth in the following table and accompanying text:
Name Age Position or Office ---- --- ------------------
Richard C. Adkerson 50 Executive Vice President and Chief Financial Officer of FCX. Director and Executive Vice President of PT-FI.
Michael J. Arnold 44 Senior Vice President of FCX.
Thomas J. Egan 52 Senior Vice President of FCX.
W. Russell King 47 Senior Vice President of FCX.
Rene L. Latiolais 54 Director and Vice Chairman of the Board of FCX. Commissioner of PT-FI.
Adrianto Machribie 55 President Director of PT-FI.
James R. Moffett 58 Director, Chairman of the Board and Chief Executive Officer of FCX. President Commissioner of PT-FI.
Richard C. Adkerson has served as Executive Vice President and Chief Financial Officer of the Company since July 1995. Mr. Adkerson has been Executive Vice President and a Director of PT-FI since April 1995. Mr. Adkerson is Vice Chairman of the Board and a Director of FTX. He is Co-Chairman of the Board, Chief Executive Officer and a Director of MOXY. In addition, he is Chairman of the Board, Chief Executive Officer and a Director of FM Properties Inc. ("FMPO"). From 1992 to August 1995, Mr. Adkerson was a Senior Vice President of FTX.
Michael J. Arnold has served as Senior Vice President of the Company since November 1996. From July 1994 to November 1996, Mr. Arnold was Vice President and Controller - Operations of the Company. Mr. Arnold is Senior Vice President of FTX. From October 1991 to November 1996, he was Vice President of FTX, serving as Controller - Operations from May 1993 to November 1996.
Thomas J. Egan has served as Senior Vice President of the Company since July 1994. Mr. Egan has also been Senior Vice President of FTX since November 1993. From November 1987 to November 1993, Mr. Egan was Vice President of FTX.
W. Russell King has served as Senior Vice President of the Company since July 1994. Mr. King has also been Senior Vice President of FTX since November 1993. From October 1984 to November 1993, Mr. King was Vice President of FTX.
Rene L. Latiolais has served as Vice Chairman of the Board of the Company since July 1994 and as a Director of the Company since July 1993. Mr. Latiolais has served as Commissioner of PT-FI since August 1993. Mr. Latiolais is President, Chief Executive Officer and a Director of FTX. Mr. Latiolais was Chief Operating Officer of FTX until 1995 and Executive Vice President of FTX until 1993. He is also President and Chief Executive Officer of Freeport-McMoRan Resource Partners, Limited Partnership.
Adrianto Machribie has served as President Commissioner of PT-FI since March 1996. From September 1992 to March 1996, Mr. Machribie was a Director and Executive Vice President of PT-FI.
James R. Moffett has served as Chairman of the Board and Chief Executive Officer of the Company since July 1995 and has served as a Director of the Company since May 1992. Mr. Moffett has served as President Commissioner
[PAGE] 13
of PT-FI since June 1992. Mr. Moffett is Chairman of the Board and a Director of FTX. He is Co-Chairman of the Board and a Director of McMoRan Oil & Gas Co. ("MOXY").
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The information set forth under the captions "FCX Class A Common Shares," "FCX Class B Common Shares" and "Common Share Dividends," on the inside back cover of the Annual Report is incorporated herein by reference. As of March 14, 1997, there were 10,923 and 16,217 holders of record of FCX's Class A and Class B common stock, respectively.
Item 6.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected Financial and Operating Data," on page 18 of the Annual Report is incorporated herein by reference.
FCX's ratio of earnings to fixed charges for each of the years 1992 through 1996, inclusive, was 6.5x, 3.6x, 7.5x, 5.9x and 4.5x, respectively. For this calculation, earnings consist of income from continuing operations before income taxes, minority interests and fixed charges. Fixed charges include interest and that portion of rent deemed representative of interest. FCX's ratio of earnings to fixed charges, preferred stock dividends and minimum distributions for each of the years 1992 through 1996, inclusive, was 3.5x, 1.2x, 2.1x, 3.0x and 2.6x, respectively. For this calculation, the preferred stock dividend requirements were assumed to be equal to the pre-tax earnings which would be required to cover such dividend requirements. The amount of such pre-tax earnings required to cover preferred stock dividends was computed using tax rates for the applicable years. "Minimum Distributions" for purposes of calculating this ratio consist of the required minimum distribution for the Company's Class A Common Stock that expired May 1, 1993.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The information set forth under the caption "Management's Discussion and Analysis" on pages 19 through 24, inclusive, 27, 29 and 31, as well as the "Environmental/Social Responsibility Report" on pages 11 through 17, inclusive, of the Annual Report are incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The financial statements of FCX appearing on pages 26, 28, 30 and 32, the notes thereto appearing on pages 33 through 45, the report thereon of Arthur Andersen LLP appearing on page 25, and the report of management on page 25 of the Annual Report are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
PART III
Items 10. Directors and Executive Officers of the Registrant.
The information set forth under the caption "Information About Nominees and Directors" of the Proxy Statement submitted to the stockholders of the registrant in connection with its 1997 Annual Meeting to be held on April 29, 1997 is incorporated herein by reference.
[PAGE] 14
Items 11. Executive Compensation.
The information set forth under the captions "Director Compensation" and "Executive Officer Compensation" of the Proxy Statement submitted to the stockholders of the registrant in connection with its 1997 Annual Meeting to be held on April 29, 1997 is incorporated herein by reference.
Items 12. Security Ownership of Certain Beneficial Owners and Management.
The information set forth under the captions "Stock Ownership of Directors and Executive Officers" and "Stock Ownership of Certain Beneficial Owners" of the Proxy Statement submitted to the stockholders of the registrant in connection with its 1997 Annual Meeting to be held on April 29, 1997 is incorporated herein by reference.
Items 13. Certain Relationships and Related Transactions.
The information set forth under the caption "Certain Transactions" of the Proxy Statement submitted to the stockholders of the registrant in connection with its 1997 Annual Meeting to be held on April 29, 1997 is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1). Financial Statements.
Reference is made to the Index to Financial Statements appearing on page hereof.
(a)(2). Financial Statement Schedules.
Reference is made to the Index to Financial Statements appearing on page hereof.
(a)(3). Exhibits.
Reference is made to the Exhibit Index beginning on page E-1 hereof.
(b). Reports on Form 8-K.
During the last quarter of the period covered by this report, FCX filed six reports on Forms 8-K dated (i) November 8, 1996 reporting an event under Item 5; (ii) November 13, 1996 filing exhibits under Item 7; (ii) November 13, 1996 reporting an event under Item 5 and filing exhibits under Item 7; (iv) November 27, 1996 reporting an event under Item 5; (v) December 20, 1996 reporting an event under Item 5; and (vi) December 30, 1996 reporting an event under Item 5. No financial statements were filed in connection with such reports.
[PAGE] 15
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 1996.
FREEPORT-McMoRan COPPER & GOLD INC.
By: /s/ James R. Moffett
James R. Moffett Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 27, 1996.
Signature Title --------- -----
/s/James R. Moffett Chairman of the Board, Chief ------------------- Executive Officer and Director James R. Moffett (Principal Executive Officer)
* Executive Vice President and ------------------- Chief Financial Officer Richard C. Adkerson (Principal Financial Officer)
* Controller - Financial ------------------- Reporting (Principal Michael A. Weaver Accounting Officer)
* Director -------------------- Robert W. Bruce III
* Director -------------------- R. Leigh Clifford
* Director -------------------- Leon A. Davis
* Director -------------------- Robert A. Day
* Director --------------------- William B. Harrison, Jr.
* Director ---------------------- J. Bennett Johnston
[PAGE] S-1
* Director ---------------------- Henry A. Kissinger
* Director ---------------------- Bobby Lee Lackey
* Director ---------------------- Rene L. Latiolais
* Director ----------------------- Gabrielle K. McDonald
* Director ----------------------- George A. Mealey
* Director ------------------------ George Putnam
* Director ------------------------ B.M. Rankin, Jr.
* Director ------------------------ Wolfgang F. Siegel
* Director ------------------------ J. Taylor Wharton
* Director ------------------------- Ward W. Woods, Jr.
*By: /s/ James R. Moffett ---------------------- James R. Moffett Attorney-in-Fact
[PAGE] S-2
The financial statements of FCX appearing on pages 26, 28, 30, and 32, the notes thereto appearing on pages 33 through 45, inclusive, and the report thereon of Arthur Andersen LLP appearing on page 25 of FCX's 1996 Annual Report to stockholders are incorporated by reference.
The financial statements in the schedule listed below should be read in conjunction with such financial statements contained in FCX's 1996 Annual Report to stockholders.
Page Report of Independent Public Accountants III-Condensed Financial Information of Registrant
Schedules other than the one listed above have been omitted since they are either not required, not applicable or the required information is included in the financial statements or notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards, the financial statements as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 included in Freeport-McMoRan Copper & Gold Inc.'s Annual Report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 21, 1997. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the index above is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana, January 21, 1997
					[PAGE]
FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS December 31, -------------------------- 1996 1995 ---------- ---------- (In Thousands) Assets Cash and cash equivalents $ 242 $ 93 Interest receivable 12,610 11,885 Notes receivable from PT-FI 1,307,812 1,208,007 Investment in PT-FI and PTII 427,115 386,956 Investment in Atlantic Copper 43,077 67,374 Other assets 80,843 47,201 ---------- ---------- Total assets $1,871,699 $1,721,516 ========== ==========
Liabilities and Stockholders' Equity Accounts payable and accrued liabilities $ 19,938 $ 14,883 Long-term debt 662,561 318,000 Other liabilities and deferred credits 13,814 6,952 Mandatory redeemable preferred stock 500,007 500,007 Stockholders' equity 675,379 881,674 ---------- ---------- Total liabilities and stockholders' equity $1,871,699 $1,721,516 ========== ==========
STATEMENTS OF INCOME
Years Ended December 31, ----------------------------------------- 1996 1995 1994 ---------- ---------- --------- (In Thousands) Income from investment in PT-FI and PTII, net of PT-FI tax provision $ 253,895 $ 293,279 $ 111,822 Net loss from investment in Atlantic Copper (24,258) (37,787) (6,309) Elimination of intercompany profit 7,244 (24,851) 3,005 General and administrative expenses (9,141) (7,534) (7,253) Depreciation and amortization (3,590) (3,819) (3,711) Interest expense, net (21,191) (15,027) (10,259) Interest income on PT-FI notes receivable: Zero coupon exchangeable notes - - 352 Promissory notes 29,150 28,130 21,094 8.235% debenture 12,353 13,333 14,033 Step-up debenture 6,327 20,203 26,256 Gold and silver production payment loans 23,696 23,636 20,222 Other expense, net (1,698) (3,664) (7,424) Provision for income taxes (46,538) (32,281) (31,587) ---------- ---------- ---------- Net income 226,249 253,618 130,241 Preferred dividends (51,569) (54,153) (51,838) ---------- ---------- ---------- $ 174,680 $ 199,465 $ 78,403 ========== ========== ==========
The footnotes contained in FCX's 1996 Annual Report to stockholders are an integral part of these statements.
					[PAGE]
FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOW
Years Ended December 31, ----------------------------------------- 1996 1995 1994 ---------- ---------- --------- (In Thousands) Cash flow from operating activities: Net income $ 226,249 $ 253,618 $ 130,241 Adjustments to reconcile net income to net cash provided by operating activities: Income from investment in PT-FI and PTII (253,895) (293,279) (111,822) Net loss from investment in Atlantic Copper 24,258 37,787 6,309 Elimination of intercompany profit (7,244) 24,851 (3,005) Dividends received from PT-FI and PTII 220,916 161,144 147,465 Depreciation and amortization 3,590 3,819 3,711 (Increase) decrease in accounts receivable (5,214) (4,501) (24,240) Increase (decrease) in accounts payable 4,501 (296) (4,648) Other 3,733 (3,755) 1,654 ---------- ---------- ---------- Net cash provided by operating activities 216,894 179,388 145,665 ---------- ---------- ----------
Cash flow from investing activities: Received from Government of Indonesia - - 2,247 Investment in Atlantic Copper - (23,622) (36,365) Investment in Freeport Copper Company - (25,000) - Other (11,138) (26,860) (8) ---------- ---------- ---------- Net cash used in investing activities (11,138) (75,482) (34,126) ---------- ---------- ----------
Cash flow from financing activities: Cash dividends paid: Class A common stock (69,425) (51,318) (38,316) Class B common stock (106,341) (86,245) (85,187) Convertible exchangeable preferred stock (15,498) (15,673) (15,708) Step-up convertible preferred stock (19,250) (17,500) (17,500) Mandatory redeemable preferred stock (17,689) (17,418) (13,614) Proceeds from sale of: Senior notes 445,570 - 116,276 Preferred Stock - - 252,985 Proceeds from debt 31,561 128,000 70,000 Repayment of debt (137,000) - - Proceeds from FTX - - 88,280 Repayment to FTX - (800) (99,750) Loans to PT-FI (244,682) - (369,261) Repayment from PT-FI 147,315 124,485 - Purchase of FCX common shares (220,997) (177,755) - Other 829 10,240 - ---------- ---------- ---------- Net cash used in financing activities (205,607) (103,984) (111,795) ---------- ---------- ---------- Net decrease in cash and cash equivalents 149 (78) (256) Cash and cash equivalents at beginning of year 93 171 427 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 242 $ 93 $ 171 ========== ========== ========== Interest paid $ 28,249 $ 23,237 $ 7,788 ========== ========== ========== Taxes paid $ 41,586 $ 34,871 $ 29,871 ========== ========== ==========
The footnotes contained in FCX's 1996 Annual Report to stockholders are an integral part of these statements.
					[PAGE]
Freeport-McMoRan Copper & Gold Inc.
EXHIBIT INDEX
Exhibit Number --------
2.1 Agreement, dated as of May 2, 1995 by and between FTX and FCX and The RTZ Corporation PLC, RTZ Indonesia Limited, and RTZ America, Inc. (the "RTZ Agreement"). Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of FTX dated as of May 26, 1995.
2.2 Amendment dated May 31, 1995 to the RTZ Agreement. Incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of FTX for the quarter ended June 30, 1995.
2.3 Distribution Agreement dated as of July 5, 1995 between FTX and FCX. Incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of FTX for the quarter ended September 30, 1995 (the "FTX 1995 Third Quarter Form 10-Q").
3.1 Composite copy of the Certificate of Incorporation of FCX. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 1995 (the "FCX 1995 Second Quarter Form 10-Q").
3.2 By-Laws of FCX, as amended.
4.1 Certificate of Designations of the Step-Up Convertible Preferred Stock of FCX. Incorporated by reference to Exhibit 4.2 to the FCX 1995 Second Quarter Form 10-Q.
4.2 Deposit Agreement dated as of July 1, 1993 among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Step-Up Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Step-Up Convertible Preferred Stock. Incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1993 (the "FCX 1993 Form 10-K").
4.3 Form of Step-Up Depositary Receipt. Incorporated by reference to Exhibit 4.6 to the FCX 1993 Form 10-K.
4.4 Certificate of Designations of the Gold-Denominated Preferred Stock of FCX. Incorporated by reference to Exhibit 4.3 to the FCX 1995 Second Quarter Form 10-Q.
4.5 Deposit Agreement dated as of August 12, 1993 among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Gold-Denominated Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Gold-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.8 to the FCX 1993 Form 10-K.
4.6 Form of Gold-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.9 to the FCX 1993 Form 10-K.
4.7 Certificate of Designations of the Gold-Denominated Preferred Stock, Series II (the "Gold-Denominated Preferred Stock II") of FCX. Incorporated by reference to Exhibit 4.4 to the FCX 1995 Second Quarter Form 10-Q.
4.8 Deposit Agreement dated as of January 15, 1994, among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Gold-Denominated II Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Gold-Denominated Preferred Stock II. Incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of FCX for the quarter ended March 31, 1994 (the "FCX 1994 First Quarter Form 10-Q").
[PAGE] E-1
Exhibit Number ------- 4.9 Form of Gold-Denominated II Depositary Receipt. Incorporated by reference to Exhibit 4.3 to the FCX 1994 First Quarter Form 10-Q.
4.10 Certificate of Designations of the Silver-Denominated Preferred Stock of FCX. Incorporated by reference to Exhibit 4.5 to the FCX 1995 Second Quarter Form 10-Q.
4.11 Deposit Agreement dated as of July 25, 1994 among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Silver-Denominated Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, initially represents 0.025 shares of Silver-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.2 to the July 15, 1994 Form 8-A.
4.12 Form of Silver-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.1 to the July 15, 1994, Form 8-A.
4.13 $550 million Composite Restated Credit Agreement dated as of July 17, 1995 (the "PT-FI Credit Agreement") among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.16 to the Annual Report of FCX on Form 10-K for the year ended December 31, 1995 (the "FCX 1995 Form 10-K").
4.14 Amendment dated as of July 15, 1996 to the PT-FI Credit Agreement among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.2 to the Quarterly Report of FCX on Form 10-Q for the quarter ended September 30, 1996 (the "FCX 1996 Third Quarter Form 10-Q").
4.15 Amendment dated as of October 9, 1996 to the PT-FI Credit Agreement among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, The Chase Manhattan Bank (formerly Chemical Bank), as administrative agent, security agent and JAA security agent, and The Chase Manhattan Bank (as successor to The Chase Manhattan Bank (National Association)), as documentary agent. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of FCX dated and filed November 13, 1996 (the "FCX November 13, 1996 Form 8-K").
4.16 $200 million Credit Agreement dated as of June 30, 1995 (the "CDF") among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.2 to the FCX 1995 Third Quarter Form 10-Q.
4.17 Amendment dated as of July 15, 1996 to the CDF among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.1 to the FCX 1996 Third Quarter Form 10-Q.
4.18 Amendment dated as of October 9, 1996 to the CDF among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, The Chase Manhattan Bank (formerly Chemical Bank), as administrative agent, security agent and JAA security agent, and The Chase Manhattan Bank (as successor to The Chase Manhattan Bank (National Association)), as documentary agent. Incorporated by reference to Exhibit 10.1 to the FCX November 13, 1996 Form 8-K.
[PAGE] E-2 Exhibit Number -------
4.19 Senior Indenture dated as of November 15, 1996 from FCX to The Chase Manhattan Bank, as Trustee. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FCX dated November 13, 1996 and filed November 15, 1996 (the "FCX November 15, 1996 Form 8-K").
4.20 First Supplemental Indenture dated as of November 18, 1996 from FCX to The Chase Manhattan Bank, as Trustee, providing for the issuance of the Senior Notes and supplementing the Senior Indenture dated November 15, 1996 from FCX to such Trustee, providing for the issuance of Debt Securities.
10.1 Contract of Work dated December 30, 1991 between The Government of the Republic of Indonesia and PT-FI. Incorporated by reference to Exhibit 10.2 to the FCX 1995 Form 10-K.
10.2 Contract of Work dated August 15, 1994 between The Government of the Republic of Indonesia and P.T. IRJA Eastern Minerals Corporation. Incorporated by reference to Exhibit 10.2 to the FCX 1995 Form 10-K.
10.3 The Second Amended and Restated Joint Venture and Shareholders' Agreement dated as of December 11, 1996 among Mitsubishi Materials Corporation, Nippon Mining and Metals Company, Limited and PT-FI ("Gresik Joint Venture Agreement").
10.4 Agreement dated as of October 11, 1996 to Amend and Restate Trust Agreement among PT-FI, FCX, the RTZ Corporation PLC, P.T. RTZ-CRA Indonesia, RTZ Indonesian Finance Limited and First Trust of New York, National Association, and The Chase Manhattan Bank, as Administrative Agent, JAA Security Agent and Security Agent. Incorporated by reference to Exhibit 10.3 to the FCX November 13, 1996 Form 8-K.
10.5 Credit Agreement dated October 11, 1996 between PT- FI and RTZ Indonesian Finance Limited. Incorporated by reference to Exhibit 10.4 to the FCX November 13, 1996 Form 8-K.
10.6 Participation Agreement dated as of October 11, 1996 between PT-FI and P.T. RTZ-CRA Indonesia with respect to a certain contract of work. Incorporated by reference to Exhibit 10.5 to the FCX November 13, 1996 Form 8-K.
10.7 Agreement dated effective as of February 26, 1997, among FCX, Bre-X Minerals Ltd., on behalf of itself and its subsidiaries, including, without limitation, Dorchester Holdings B.V. and Bre-X Minerals Amsterdam B.V., P.T. Askatindo Karya Mineral, on behalf of itself and all persons or entities claiming under or through any arrangement with it, and PT Amsya Lyna, on behalf of itself and all persons or entities claiming under or through any arrangement with it.
Executive Compensation Plans and Arrangements (Exhibits 10.8 through 10.25)
10.8 Annual Incentive Plan of FCX, as amended.
10.9 1995 Long-Term Performance Incentive Plan of FCX, as amended.
10.10 FCX Performance Incentive Awards Program. Incorporated by reference to Exhibit 10.7 to the FCX 1995 Form 10-K.
10.11 FCX President's Award Program. Incorporated by reference to Exhibit 10.8 to the FCX 1995 Form 10-K.
10.12 FCX Adjusted Stock Award Plan, as amended.
10.13 FCX 1995 Stock Option Plan, as amended.
10.14 FCX 1995 Stock Option Plan for Non-Employee Directors, as amended.
[PAGE] E-3
Exhibit Number ------- 10.15 Financial Counseling and Tax Return Preparation and Certification Program of FCX. Incorporated by reference to Exhibit 10.12 to the FCX 1995 Form 10- K.
10.16 FM Services Company Performance Incentive Awards Program. Incorporated by reference to Exhibit 10.13 to the FCX 1995 Form 10-K.
10.17 FM Services Company Financial Counseling and Tax Return Preparation and Certification Program. Incorporated by reference to Exhibit 10.14 to the FCX 1995 Form 10-K.
10.18 Consulting Agreement dated as of December 22, 1988 between FTX and Kissinger Associates, Inc. ("Kissinger Associates"). Incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K of FTX for the fiscal year ended December 31, 1992 (the "FTX 1992 Form 10-K").
10.19 Letter Agreement dated May 1, 1989 between FTX and Kent Associates, Inc. ("Kent Associates," predecessor in interest to Kissinger Associates). Incorporated by reference to Exhibit 10.36 to the FTX 1992 Form 10-K.
10.20 Letter Agreement dated January 27, 1997 among Kissinger Associates, Kent Associates, FTX, FCX and FMS.
10.21 Agreement for Consulting Services between FTX and B.M. Rankin, Jr. effective as of January 1, 1990 (assigned to FMS as of January 1, 1996). Incorporated by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FTX for the quarter ended March 31, 1990.
10.22 Letter Agreement dated March 8, 1996 between George A. Mealey and FCX.
10.23 Letter Agreement dated December 18, 1996 among Charles W. Goodyear, IV, FCX, FTX, FMS and certain other entities.
10.24 Letter Agreement dated December 18, 1996 between Goodyear Capital Corporation and FMS.
10.25 Letter Agreement effective as of January 4, 1997 between Senator J. Bennett Johnston, Jr. and FCX.
11.1 FCX Computation of Net Income Per Common and Common Equivalent Share.
12.1 FCX Computation of Ratio of Earnings to Fixed Charges.
13.1 Those portions of the 1996 Annual Report to stockholders of FCX that are incorporated herein by reference.
21.1 Subsidiaries of FCX.
23.1 Consent of Arthur Andersen LLP dated March 27, 1997.
23.2 Consent of Independent Mining Consultants, Inc. dated March 27, 1997.
24.1 Certified resolution of the Board of Directors of FCX authorizing this report to be signed on behalf of any officer or director pursuant to a Power of Attorney.
24.2 Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX.
27.1 FCX Financial Data Schedule.
[PAGE] E-4
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a)(1). Financial Statements.
Reference is made to the Index to Financial Statements appearing on page hereof.
(a)(2). Financial Statement Schedules.
Reference is made to the Index to Financial Statements appearing on page hereof.
(a)(3). Exhibits.
Reference is made to the Exhibit Index beginning on page E-1 hereof.
(b). Reports on Form 8-K.
During the last quarter of the period covered by this report, FCX filed six reports on Forms 8-K dated (i) November 8, 1996 reporting an event under Item 5; (ii) November 13, 1996 filing exhibits under Item 7; (ii) November 13, 1996 reporting an event under Item 5 and filing exhibits under Item 7; (iv) November 27, 1996 reporting an event under Item 5; (v) December 20, 1996 reporting an event under Item 5; and (vi) December 30, 1996 reporting an event under Item 5. No financial statements were filed in connection with such reports.
[PAGE] 15
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 1996.
FREEPORT-McMoRan COPPER & GOLD INC.
By: /s/ James R. Moffett
James R. Moffett Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 27, 1996.
Signature Title --------- -----
/s/James R. Moffett Chairman of the Board, Chief ------------------- Executive Officer and Director James R. Moffett (Principal Executive Officer)
* Executive Vice President and ------------------- Chief Financial Officer Richard C. Adkerson (Principal Financial Officer)
* Controller - Financial ------------------- Reporting (Principal Michael A. Weaver Accounting Officer)
* Director -------------------- Robert W. Bruce III
* Director -------------------- R. Leigh Clifford
* Director -------------------- Leon A. Davis
* Director -------------------- Robert A. Day
* Director --------------------- William B. Harrison, Jr.
* Director ---------------------- J. Bennett Johnston
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* Director ---------------------- Henry A. Kissinger
* Director ---------------------- Bobby Lee Lackey
* Director ---------------------- Rene L. Latiolais
* Director ----------------------- Gabrielle K. McDonald
* Director ----------------------- George A. Mealey
* Director ------------------------ George Putnam
* Director ------------------------ B.M. Rankin, Jr.
* Director ------------------------ Wolfgang F. Siegel
* Director ------------------------ J. Taylor Wharton
* Director ------------------------- Ward W. Woods, Jr.
*By: /s/ James R. Moffett ---------------------- James R. Moffett Attorney-in-Fact
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The financial statements of FCX appearing on pages 26, 28, 30, and 32, the notes thereto appearing on pages 33 through 45, inclusive, and the report thereon of Arthur Andersen LLP appearing on page 25 of FCX's 1996 Annual Report to stockholders are incorporated by reference.
The financial statements in the schedule listed below should be read in conjunction with such financial statements contained in FCX's 1996 Annual Report to stockholders.
Page Report of Independent Public Accountants III-Condensed Financial Information of Registrant
Schedules other than the one listed above have been omitted since they are either not required, not applicable or the required information is included in the financial statements or notes thereto.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited, in accordance with generally accepted auditing standards, the financial statements as of December 31, 1996 and 1995 and for each of the three years in the period ended December 31, 1996 included in Freeport-McMoRan Copper & Gold Inc.'s Annual Report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 21, 1997. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedule listed in the index above is the responsibility of the Company's management and is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana, January 21, 1997
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FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS December 31, -------------------------- 1996 1995 ---------- ---------- (In Thousands) Assets Cash and cash equivalents $ 242 $ 93 Interest receivable 12,610 11,885 Notes receivable from PT-FI 1,307,812 1,208,007 Investment in PT-FI and PTII 427,115 386,956 Investment in Atlantic Copper 43,077 67,374 Other assets 80,843 47,201 ---------- ---------- Total assets $1,871,699 $1,721,516 ========== ==========
Liabilities and Stockholders' Equity Accounts payable and accrued liabilities $ 19,938 $ 14,883 Long-term debt 662,561 318,000 Other liabilities and deferred credits 13,814 6,952 Mandatory redeemable preferred stock 500,007 500,007 Stockholders' equity 675,379 881,674 ---------- ---------- Total liabilities and stockholders' equity $1,871,699 $1,721,516 ========== ==========
STATEMENTS OF INCOME
Years Ended December 31, ----------------------------------------- 1996 1995 1994 ---------- ---------- --------- (In Thousands) Income from investment in PT-FI and PTII, net of PT-FI tax provision $ 253,895 $ 293,279 $ 111,822 Net loss from investment in Atlantic Copper (24,258) (37,787) (6,309) Elimination of intercompany profit 7,244 (24,851) 3,005 General and administrative expenses (9,141) (7,534) (7,253) Depreciation and amortization (3,590) (3,819) (3,711) Interest expense, net (21,191) (15,027) (10,259) Interest income on PT-FI notes receivable: Zero coupon exchangeable notes - - 352 Promissory notes 29,150 28,130 21,094 8.235% debenture 12,353 13,333 14,033 Step-up debenture 6,327 20,203 26,256 Gold and silver production payment loans 23,696 23,636 20,222 Other expense, net (1,698) (3,664) (7,424) Provision for income taxes (46,538) (32,281) (31,587) ---------- ---------- ---------- Net income 226,249 253,618 130,241 Preferred dividends (51,569) (54,153) (51,838) ---------- ---------- ---------- $ 174,680 $ 199,465 $ 78,403 ========== ========== ==========
The footnotes contained in FCX's 1996 Annual Report to stockholders are an integral part of these statements.
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FREEPORT-McMoRan COPPER & GOLD INC.
SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOW
Years Ended December 31, ----------------------------------------- 1996 1995 1994 ---------- ---------- --------- (In Thousands) Cash flow from operating activities: Net income $ 226,249 $ 253,618 $ 130,241 Adjustments to reconcile net income to net cash provided by operating activities: Income from investment in PT-FI and PTII (253,895) (293,279) (111,822) Net loss from investment in Atlantic Copper 24,258 37,787 6,309 Elimination of intercompany profit (7,244) 24,851 (3,005) Dividends received from PT-FI and PTII 220,916 161,144 147,465 Depreciation and amortization 3,590 3,819 3,711 (Increase) decrease in accounts receivable (5,214) (4,501) (24,240) Increase (decrease) in accounts payable 4,501 (296) (4,648) Other 3,733 (3,755) 1,654 ---------- ---------- ---------- Net cash provided by operating activities 216,894 179,388 145,665 ---------- ---------- ----------
Cash flow from investing activities: Received from Government of Indonesia - - 2,247 Investment in Atlantic Copper - (23,622) (36,365) Investment in Freeport Copper Company - (25,000) - Other (11,138) (26,860) (8) ---------- ---------- ---------- Net cash used in investing activities (11,138) (75,482) (34,126) ---------- ---------- ----------
Cash flow from financing activities: Cash dividends paid: Class A common stock (69,425) (51,318) (38,316) Class B common stock (106,341) (86,245) (85,187) Convertible exchangeable preferred stock (15,498) (15,673) (15,708) Step-up convertible preferred stock (19,250) (17,500) (17,500) Mandatory redeemable preferred stock (17,689) (17,418) (13,614) Proceeds from sale of: Senior notes 445,570 - 116,276 Preferred Stock - - 252,985 Proceeds from debt 31,561 128,000 70,000 Repayment of debt (137,000) - - Proceeds from FTX - - 88,280 Repayment to FTX - (800) (99,750) Loans to PT-FI (244,682) - (369,261) Repayment from PT-FI 147,315 124,485 - Purchase of FCX common shares (220,997) (177,755) - Other 829 10,240 - ---------- ---------- ---------- Net cash used in financing activities (205,607) (103,984) (111,795) ---------- ---------- ---------- Net decrease in cash and cash equivalents 149 (78) (256) Cash and cash equivalents at beginning of year 93 171 427 ---------- ---------- ---------- Cash and cash equivalents at end of year $ 242 $ 93 $ 171 ========== ========== ========== Interest paid $ 28,249 $ 23,237 $ 7,788 ========== ========== ========== Taxes paid $ 41,586 $ 34,871 $ 29,871 ========== ========== ==========
The footnotes contained in FCX's 1996 Annual Report to stockholders are an integral part of these statements.
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Freeport-McMoRan Copper & Gold Inc.
EXHIBIT INDEX
Exhibit Number --------
2.1 Agreement, dated as of May 2, 1995 by and between FTX and FCX and The RTZ Corporation PLC, RTZ Indonesia Limited, and RTZ America, Inc. (the "RTZ Agreement"). Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of FTX dated as of May 26, 1995.
2.2 Amendment dated May 31, 1995 to the RTZ Agreement. Incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of FTX for the quarter ended June 30, 1995.
2.3 Distribution Agreement dated as of July 5, 1995 between FTX and FCX. Incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of FTX for the quarter ended September 30, 1995 (the "FTX 1995 Third Quarter Form 10-Q").
3.1 Composite copy of the Certificate of Incorporation of FCX. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 1995 (the "FCX 1995 Second Quarter Form 10-Q").
3.2 By-Laws of FCX, as amended.
4.1 Certificate of Designations of the Step-Up Convertible Preferred Stock of FCX. Incorporated by reference to Exhibit 4.2 to the FCX 1995 Second Quarter Form 10-Q.
4.2 Deposit Agreement dated as of July 1, 1993 among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Step-Up Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Step-Up Convertible Preferred Stock. Incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1993 (the "FCX 1993 Form 10-K").
4.3 Form of Step-Up Depositary Receipt. Incorporated by reference to Exhibit 4.6 to the FCX 1993 Form 10-K.
4.4 Certificate of Designations of the Gold-Denominated Preferred Stock of FCX. Incorporated by reference to Exhibit 4.3 to the FCX 1995 Second Quarter Form 10-Q.
4.5 Deposit Agreement dated as of August 12, 1993 among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Gold-Denominated Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Gold-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.8 to the FCX 1993 Form 10-K.
4.6 Form of Gold-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.9 to the FCX 1993 Form 10-K.
4.7 Certificate of Designations of the Gold-Denominated Preferred Stock, Series II (the "Gold-Denominated Preferred Stock II") of FCX. Incorporated by reference to Exhibit 4.4 to the FCX 1995 Second Quarter Form 10-Q.
4.8 Deposit Agreement dated as of January 15, 1994, among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Gold-Denominated II Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Gold-Denominated Preferred Stock II. Incorporated by reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of FCX for the quarter ended March 31, 1994 (the "FCX 1994 First Quarter Form 10-Q").
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Exhibit Number ------- 4.9 Form of Gold-Denominated II Depositary Receipt. Incorporated by reference to Exhibit 4.3 to the FCX 1994 First Quarter Form 10-Q.
4.10 Certificate of Designations of the Silver-Denominated Preferred Stock of FCX. Incorporated by reference to Exhibit 4.5 to the FCX 1995 Second Quarter Form 10-Q.
4.11 Deposit Agreement dated as of July 25, 1994 among FCX, Chase Mellon Shareholder Services, L.L.C., as Depositary, and holders of depositary receipts ("Silver-Denominated Depositary Receipts") evidencing certain Depositary Shares, each of which, in turn, initially represents 0.025 shares of Silver-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.2 to the July 15, 1994 Form 8-A.
4.12 Form of Silver-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.1 to the July 15, 1994, Form 8-A.
4.13 $550 million Composite Restated Credit Agreement dated as of July 17, 1995 (the "PT-FI Credit Agreement") among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.16 to the Annual Report of FCX on Form 10-K for the year ended December 31, 1995 (the "FCX 1995 Form 10-K").
4.14 Amendment dated as of July 15, 1996 to the PT-FI Credit Agreement among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.2 to the Quarterly Report of FCX on Form 10-Q for the quarter ended September 30, 1996 (the "FCX 1996 Third Quarter Form 10-Q").
4.15 Amendment dated as of October 9, 1996 to the PT-FI Credit Agreement among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, The Chase Manhattan Bank (formerly Chemical Bank), as administrative agent, security agent and JAA security agent, and The Chase Manhattan Bank (as successor to The Chase Manhattan Bank (National Association)), as documentary agent. Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of FCX dated and filed November 13, 1996 (the "FCX November 13, 1996 Form 8-K").
4.16 $200 million Credit Agreement dated as of June 30, 1995 (the "CDF") among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.2 to the FCX 1995 Third Quarter Form 10-Q.
4.17 Amendment dated as of July 15, 1996 to the CDF among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as administrative agent and FCX collateral agent, and The Chase Manhattan Bank (National Association), as documentary agent. Incorporated by reference to Exhibit 4.1 to the FCX 1996 Third Quarter Form 10-Q.
4.18 Amendment dated as of October 9, 1996 to the CDF among PT-FI, FCX, the several financial institutions that are parties thereto, First Trust of New York, National Association, as PT-FI Trustee, The Chase Manhattan Bank (formerly Chemical Bank), as administrative agent, security agent and JAA security agent, and The Chase Manhattan Bank (as successor to The Chase Manhattan Bank (National Association)), as documentary agent. Incorporated by reference to Exhibit 10.1 to the FCX November 13, 1996 Form 8-K.
[PAGE] E-2 Exhibit Number -------
4.19 Senior Indenture dated as of November 15, 1996 from FCX to The Chase Manhattan Bank, as Trustee. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FCX dated November 13, 1996 and filed November 15, 1996 (the "FCX November 15, 1996 Form 8-K").
4.20 First Supplemental Indenture dated as of November 18, 1996 from FCX to The Chase Manhattan Bank, as Trustee, providing for the issuance of the Senior Notes and supplementing the Senior Indenture dated November 15, 1996 from FCX to such Trustee, providing for the issuance of Debt Securities.
10.1 Contract of Work dated December 30, 1991 between The Government of the Republic of Indonesia and PT-FI. Incorporated by reference to Exhibit 10.2 to the FCX 1995 Form 10-K.
10.2 Contract of Work dated August 15, 1994 between The Government of the Republic of Indonesia and P.T. IRJA Eastern Minerals Corporation. Incorporated by reference to Exhibit 10.2 to the FCX 1995 Form 10-K.
10.3 The Second Amended and Restated Joint Venture and Shareholders' Agreement dated as of December 11, 1996 among Mitsubishi Materials Corporation, Nippon Mining and Metals Company, Limited and PT-FI ("Gresik Joint Venture Agreement").
10.4 Agreement dated as of October 11, 1996 to Amend and Restate Trust Agreement among PT-FI, FCX, the RTZ Corporation PLC, P.T. RTZ-CRA Indonesia, RTZ Indonesian Finance Limited and First Trust of New York, National Association, and The Chase Manhattan Bank, as Administrative Agent, JAA Security Agent and Security Agent. Incorporated by reference to Exhibit 10.3 to the FCX November 13, 1996 Form 8-K.
10.5 Credit Agreement dated October 11, 1996 between PT- FI and RTZ Indonesian Finance Limited. Incorporated by reference to Exhibit 10.4 to the FCX November 13, 1996 Form 8-K.
10.6 Participation Agreement dated as of October 11, 1996 between PT-FI and P.T. RTZ-CRA Indonesia with respect to a certain contract of work. Incorporated by reference to Exhibit 10.5 to the FCX November 13, 1996 Form 8-K.
10.7 Agreement dated effective as of February 26, 1997, among FCX, Bre-X Minerals Ltd., on behalf of itself and its subsidiaries, including, without limitation, Dorchester Holdings B.V. and Bre-X Minerals Amsterdam B.V., P.T. Askatindo Karya Mineral, on behalf of itself and all persons or entities claiming under or through any arrangement with it, and PT Amsya Lyna, on behalf of itself and all persons or entities claiming under or through any arrangement with it.
Executive Compensation Plans and Arrangements (Exhibits 10.8 through 10.25)
10.8 Annual Incentive Plan of FCX, as amended.
10.9 1995 Long-Term Performance Incentive Plan of FCX, as amended.
10.10 FCX Performance Incentive Awards Program. Incorporated by reference to Exhibit 10.7 to the FCX 1995 Form 10-K.
10.11 FCX President's Award Program. Incorporated by reference to Exhibit 10.8 to the FCX 1995 Form 10-K.
10.12 FCX Adjusted Stock Award Plan, as amended.
10.13 FCX 1995 Stock Option Plan, as amended.
10.14 FCX 1995 Stock Option Plan for Non-Employee Directors, as amended.
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Exhibit Number ------- 10.15 Financial Counseling and Tax Return Preparation and Certification Program of FCX. Incorporated by reference to Exhibit 10.12 to the FCX 1995 Form 10- K.
10.16 FM Services Company Performance Incentive Awards Program. Incorporated by reference to Exhibit 10.13 to the FCX 1995 Form 10-K.
10.17 FM Services Company Financial Counseling and Tax Return Preparation and Certification Program. Incorporated by reference to Exhibit 10.14 to the FCX 1995 Form 10-K.
10.18 Consulting Agreement dated as of December 22, 1988 between FTX and Kissinger Associates, Inc. ("Kissinger Associates"). Incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K of FTX for the fiscal year ended December 31, 1992 (the "FTX 1992 Form 10-K").
10.19 Letter Agreement dated May 1, 1989 between FTX and Kent Associates, Inc. ("Kent Associates," predecessor in interest to Kissinger Associates). Incorporated by reference to Exhibit 10.36 to the FTX 1992 Form 10-K.
10.20 Letter Agreement dated January 27, 1997 among Kissinger Associates, Kent Associates, FTX, FCX and FMS.
10.21 Agreement for Consulting Services between FTX and B.M. Rankin, Jr. effective as of January 1, 1990 (assigned to FMS as of January 1, 1996). Incorporated by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FTX for the quarter ended March 31, 1990.
10.22 Letter Agreement dated March 8, 1996 between George A. Mealey and FCX.
10.23 Letter Agreement dated December 18, 1996 among Charles W. Goodyear, IV, FCX, FTX, FMS and certain other entities.
10.24 Letter Agreement dated December 18, 1996 between Goodyear Capital Corporation and FMS.
10.25 Letter Agreement effective as of January 4, 1997 between Senator J. Bennett Johnston, Jr. and FCX.
11.1 FCX Computation of Net Income Per Common and Common Equivalent Share.
12.1 FCX Computation of Ratio of Earnings to Fixed Charges.
13.1 Those portions of the 1996 Annual Report to stockholders of FCX that are incorporated herein by reference.
21.1 Subsidiaries of FCX.
23.1 Consent of Arthur Andersen LLP dated March 27, 1997.
23.2 Consent of Independent Mining Consultants, Inc. dated March 27, 1997.
24.1 Certified resolution of the Board of Directors of FCX authorizing this report to be signed on behalf of any officer or director pursuant to a Power of Attorney.
24.2 Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX.
27.1 FCX Financial Data Schedule.
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