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 September 30, 1995 Commission File Number: 1-9916 Freeport-McMoRan Copper & Gold Inc. Incorporated in Delaware 74-2480931 (IRS Employer Identification No.) 1615 Poydras Street, New Orleans, Louisiana 70112 Registrant's telephone number, including area code: (504)582-4000 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 September 30, 1995, there were issued and outstanding 84,100,108 shares of the registrant's Class A Common Stock, par value $0.10 per share, and 117,909,323 shares of its Class B Common Stock, par value $0.10 per share. FREEPORT-McMoRan COPPER & GOLD INC. TABLE OF CONTENTS Page Part I. Financial Information Financial Statements: Condensed Balance Sheets 3 Statements of Income 4 Statements of Cash Flow 5 Notes to Financial Statements 6 Remarks 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Part II. Other Information 14 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) September 30, December 31, 1995 1994 ------------- ------------ ASSETS (In Thousands) Current assets: Cash and short-term investments $ 33,476 $ 44,252 Accounts receivable 225,562 234,224 Inventories 383,578 314,022 Prepaid expenses and other 20,280 10,896 ---------- ---------- Total current assets 662,896 603,394 Property, plant and equipment, net 2,767,599 2,360,489 Other assets 81,696 76,314 ---------- ---------- Total assets $3,512,191 $3,040,197 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 408,747 $ 407,478 Current portion of long-term debt and short-term borrowings 84,364 24,098 ---------- ---------- Total current liabilities 493,111 431,576 Long-term debt, less current portion 975,641 525,612 Accrued postretirement benefits and other liabilities 175,944 213,043 Deferred income taxes 329,094 292,580 Minority interests 94,163 82,404 Mandatory redeemable preferred stock 500,007 500,007 Stockholders' equity 944,231 994,975 ---------- ---------- Total liabilities and stockholders' equity $3,512,191 $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 Nine Months Ended September 30, September 30, --------------------- ---------------------- 1995 1994 1995 1994 -------- -------- ---------- -------- (In Thousands, Except Per Share Amounts) Revenues $469,812 $313,384 $1,300,087 $860,989 Cost of sales: Production and delivery 216,216 192,292 661,952 529,430 Depreciation and amortization 33,888 18,387 83,996 53,827 -------- -------- ---------- -------- Total cost of sales 250,104 210,679 745,948 583,257 Exploration expenses (5,722) 9,941 13,888 29,525 General and administrative expenses 54,934 29,403 117,138 78,844 -------- -------- ---------- -------- Total costs and expenses 299,316 250,023 876,974 691,626 -------- -------- ---------- -------- Operating income 170,496 63,361 423,113 169,363 Interest expense, net (17,737) - (29,536) - Other income (expense), net (2,761) 216 (4,399) (685) -------- -------- ---------- -------- Income before income taxes and minority interests 149,998 63,577 389,178 168,678 Provision for income taxes (63,041) (30,157) (164,964) (77,658) Minority interests in net income of consolidated subsidiaries (12,809) (6,592) (38,486) (16,027) -------- -------- ---------- -------- Net income 74,148 26,828 185,728 74,993 Preferred dividends (13,615) (13,365) (40,577) (38,253) -------- -------- ---------- -------- Net income applicable to common stock $ 60,533 $ 13,463 $ 145,151 $ 36,740 ======== ======== ========== ======== Net income per share of common stock $.30 $.07 $.71 $.18 ==== ==== ==== ==== Average common shares outstanding 204,058 205,933 205,056 205,692 ======= ======= ======= ======= Dividends per common share $.15 $.15 $.45 $.45 ==== ==== ==== ==== The accompanying notes are an integral part of these financial statements. FREEPORT-McMoRan COPPER & GOLD INC. STATEMENTS OF CASH FLOW (Unaudited) Nine Months Ended September 30, -------------------- 1995 1994 -------- -------- (In Thousands) Cash flow from operating activities: Net income $185,728 $ 74,993 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 83,996 53,827 Deferred income taxes 36,514 29,049 Recognition of unearned revenue (36,207) - Minority interests' share of net income 38,486 16,027 (Increase) decrease in working capital: Accounts receivable 18,383 8,283 Inventories (74,178) (36,969) Prepaid expenses and other (9,327) (1,950) Accounts payable and accrued liabilities (16,350) 27,336 Other 22,378 (7,648) -------- -------- Net cash provided by operating activities 249,423 162,948 -------- -------- Cash flow from investing activities: Capital expenditures: PT-FI (361,378) (481,840) RTM (124,756) (51,613) Investment in Freeport Copper Company (25,000) - Other (2,168) - -------- -------- Net cash used in investing activities (513,302) (533,453) -------- -------- Cash flow from financing activities: Net proceeds from sale of: Preferred stock - 252,985 9 3/4% senior notes - 116,276 Proceeds from debt, net 265,350 137,540 Proceeds from infrastructure financing, net 228,899 17,319 Cash dividends paid: Common stock (92,163) (92,612) Preferred stock (37,876) (33,930) Minority interests (27,228) (18,282) Purchase of FCX common shares (84,717) - Other 838 - -------- -------- Net cash provided by financing activities 253,103 379,296 -------- -------- Net increase (decrease) in cash and short-term investments (10,776) 8,791 Cash and short-term investments at beginning of year 44,252 13,798 -------- -------- Cash and short-term investments at end of period $ 33,476 $ 22,589 ======== ======== The accompanying notes are an integral part of these financial statements. FREEPORT-McMoRan COPPER & GOLD INC. NOTES TO FINANCIAL STATEMENTS 1. OWNERSHIP OF FCX COMMON STOCK In July 1995, Freeport-McMoRan Inc. (FTX) completed its restructuring by distributing all the shares of Freeport-McMoRan Copper & Gold Inc. (FCX) Class B common stock to FTX common stockholders. As a result of this distribution, FTX no longer owns any interest in FCX. Prior to the distribution, The RTZ Corporation PLC (RTZ) purchased 23.9 million shares of FCX Class A common stock (approximately 12 percent of the outstanding common stock of FCX) from FTX. Additionally, FCX and RTZ have agreed in principle to establish joint ventures whereby RTZ is to become a 40 percent joint venture partner in FCX's future production expansions and exploration and development activities in Indonesia. Under these contractual arrangements, RTZ has agreed to pay the next $100 million of exploration expenses with expenditures beyond $100 million shared 60 percent by FCX and 40 percent by RTZ. As of September 30, 1995, FCX had recorded a $20.1 million receivable from RTZ for exploration costs incurred from May 1995 through September 1995, including $6 million of previously reported second-quarter 1995 exploration expenses which were reversed as a credit to third-quarter 1995 exploration expenses. In FCX's Block A, RTZ has agreed under these contractual arrangements to fund up to $750 million of future expansion projects and receive 100 percent of incremental cash flow until RTZ recoups FCX's 60 percent share of costs with interest from 60 percent of incremental cash flow, after which incremental cash flow would be shared 60 percent by P.T. Freeport Indonesia Company (PT-FI) and 40 percent by RTZ. FCX will continue to receive 100 percent of cash flow from its existing production facilities as specified by the contractual arrangements. RTZ and FCX have agreed, that for strategic reasons, they will not proceed with the previously announced plan to have FCX sell a 25 percent interest in Rio Tinto Minera, S.A. to RTZ. 2. CREDIT FACILITIES In July 1995, the FTX credit agreement in which PT-FI participated was modified to become a separate $550 million facility for PT-FI ($480 million available at October 20, 1995) and a new $200 million facility was arranged for FCX and PT-FI ($59 million available at October 20, 1995). The new variable rate facilities mature in December 1999 and have covenants and security requirements similar to the previous FTX credit agreement. As part of FTX's restructuring, FCX assumed a guarantee of $90 million of FM Properties Inc. debt previously guaranteed by FTX and is receiving an annual three percent fee from FTX on the amount guaranteed. 3. INTEREST COSTS Interest expense excludes capitalized interest of $10.2 million and $8.5 million in the third quarter of 1995 and 1994, respectively, and $39.2 million and $21.3 million in the first nine months of 1995 and 1994, respectively. 4. RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for the first nine months of 1995 and 1994 was 6 to 1 and 7.2 to 1, respectively. For this calculation, earnings are income from continuing operations before income taxes, minority interests and fixed charges. Fixed charges include interest and that portion of rent deemed representative of interest. ---------------------- Remarks The information furnished herein should be read in conjunction with FCX's financial statements contained in its 1994 Annual Report to stockholders and incorporated by reference in its Annual Report on Form 10-K. The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods. All such adjustments are, in the opinion of management, of a normal recurring nature. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS Freeport-McMoRan Copper & Gold Inc. (FCX) operates through its majority- owned subsidiaries, P.T. Freeport Indonesia Company (PT-FI), P.T. Irja Eastern Minerals Corporation (Eastern Mining) and Rio Tinto Minera, S.A. (RTM). PT-FI's operations involve the exploration for and development, mining and milling of ore containing copper, gold and silver in Irian Jaya, Indonesia. Eastern Mining conducts mineral exploration activities in Irian Jaya. RTM is engaged in the smelting and refining of copper concentrates in Spain. Third Quarter Nine Months ------------------- -------------------- 1995 1994 1995 1994 ------ ------ -------- ------ (In Millions, Except Per Share Amounts) Revenues $469.8 $313.4 $1,300.1 $861.0 Operating income 170.5 a,b 63.4 423.1 a,c 169.4 Net income to common stock 60.5 a,b 13.5 145.2 a,c 36.7 Net income per share .30 a,b .07 .71 a,c .18 Operating income (loss) by subsidiary: PT-FI $183.9 $70.9 $460.2 $184.9 RTM (7.1) (2.9) (16.8) (0.3) Eastern Mining 2.2 (3.0) (3.9) (4.5) Intercompany eliminations and other d (8.5) (1.6) (16.4) (10.7) ------ ----- ------ ------ $170.5 $63.4 $423.1 $169.4 ====== ===== ====== ====== a. Includes a $21.4 million noncash charge ($11.9 million to net income or $0.06 per share) under FCX's incentive compensation program resulting from the rise in FCX's common stock price during the quarter. b. Includes a $6 million credit ($4.3 million to net income or $0.02 per share) for exploration costs incurred in the second quarter of 1995 (Note 1). c. Includes a $12.5 million noncash charge ($7 million to net income or $0.03 per share) for a materials and supplies inventory reserve adjustment in connection with the completion of PT-FI's expansion program. d. The profit on PT-FI's sales to RTM is not reflected in FCX's consolidated results until the completion of the smelting and refining process and subsequent sale by RTM. The increased level of PT-FI concentrate sales to RTM resulting from the expanded smelter capacity will cause FCX's consolidated quarterly earnings to move up or down depending on the timing of the shipments. The intercompany elimination of the profit on the PT-FI sales to RTM is expected to increase beginning in the fourth quarter of 1995. FCX's third-quarter and nine-month 1995 revenues rose significantly, reflecting record copper and gold sales levels achieved because of higher mill throughput, recovery rates and copper realizations. A robust demand for copper during 1995 has led to a drawdown of copper stocks held by exchanges and stronger than expected copper prices. Treatment charges and royalties increased because of the higher sales volumes. A reconciliation of revenues between the periods follows (in millions): Third Nine Quarter Months ------- --------- Revenues - 1994 $313.4* $ 861.0* Increases (decreases): RTM revenues, net of eliminations (19.9) 16.7 PT-FI revenues: Volumes: Copper 93.2 183.5 Gold 55.2 113.4 Price realizations: Copper 49.8 161.1 Gold 0.1 0.4 Treatment charges, royalties and other (22.0) (36.0) ------ -------- Revenues - 1995 $469.8* $1,300.1* ====== ======== * Includes net reductions totaling $17.5 million and $21.3 million for the third-quarter and nine-month periods of 1994, respectively, and $23.7 million and $55.4 million for the 1995 periods, respectively, recognized under PT-FI's copper price protection program. Fourth-quarter 1995 PT-FI sales, including sales to RTM, are projected to total approximately 300 million pounds of copper and 400,000 ounces of gold. For 1995, as FCX was completing its major expansion, it entered into a series of contracts during periods of copper price uncertainty and volatility to establish fixed prices on a portion of its copper production and to provide floor prices on a portion of its copper production. Management's present intention is to provide a floor price for its future copper sales through put option contracts, when attainable at an acceptable cost, to protect operating cash flow from the impact of potentially significant declines in copper prices while providing for full participation in potentially higher prices. During the fourth quarter of 1995, PT-FI will realize $1.16 per pound on 137.2 million pounds of copper sales and has established a minimum average price of $0.83 per pound on the remaining fourth-quarter copper sales with full participation in prices above that amount. For 1996 and the first quarter of 1997, PT-FI has established a minimum price of $0.90 per pound on 1.2 billion pounds of copper sales, with full participation in prices above that amount. As conditions warrant, PT-FI may modify or extend its existing programs. At September 30, 1995, $29.2 million of cost related to the price protection program is included in inventory. At September 30, 1995, copper sales totaling 346.5 million pounds remained to be contractually priced. However, as a result of PT-FI's hedging activities only 242.3 million of these pounds, which are recorded at an average of $1.32 per pound, are subject to adjustment in future periods because of price changes. Subsequent to September 30, 1995, copper prices have declined which, unless prices increase, would result in a downward adjustment to fourth-quarter 1995 revenues. PT-FI OPERATIONS Third Quarter Nine Months ------------------- ----------------- 1995 1994 1995 1994 ------- ------- ------- ------- Ore milled (MTPD) 122,200 69,900 106,900 71,500 Copper grade (%) 1.32 1.56 1.31 1.44 Gold grade (grams per MT) 1.28 1.37 1.32 1.28 Recovery rate (%) Copper 86.8 83.5 85.1 83.6 Gold 78.1 73.5 74.7 72.0 Copper (000s of recoverable pounds) Production 274,300 178,300 694,400 499,800 Sales 258,200 169,400 673,800 493,900 Average realized price a $1.24 $1.05 $1.26 $1.02 Gold (recoverable ounces) Production 348,500 200,700 893,800 557,200 Sales 338,700 194,200 879,200 580,900 Average realized price $382.27 $381.89 $380.67 $380.21 Gross profit per pound of copper (cents): Average realized price a 124.3 105.0 125.9 101.8 ----- ----- ----- ----- Production costs: Site production and delivery 48.2 54.9 54.5b 58.5 Gold and silver credits (51.4) (44.6) (50.7) (45.2) Treatment charges 19.3 24.2 19.5 23.9 Royalty on metals 4.4 3.4 4.3 2.3 ----- ----- ----- ----- Cash production costs 20.5 37.9 27.6 39.5 Depreciation and amortization 11.0 7.5 10.2 7.5 ----- ----- ----- ----- Total production costs 31.5 45.4 37.8 47.0 ----- ----- ----- ----- Revenue adjustments c (3.8) (0.3) (1.9) (0.6) ----- ----- ----- ----- Gross profit per pound of copper 89.0 59.3 86.2 54.2 ===== ===== ===== ===== a. Excluding amounts recognized under PT-FI's copper price protection program, realizations would have been $1.32 and $1.13 per pound for the third quarter of 1995 and 1994, respectively, and $1.33 and $1.04 per pound for the nine-month period of 1995 and 1994, respectively. b. Excludes the materials and supplies inventory reserve adjustment discussed earlier (1.9 cents per pound). c. Reflects adjustments primarily for prior period concentrate sales and amortization of the cost of the copper price protection program. Mill throughput averaged a record 122,200 metric tons of ore per day (MTPD) for the 1995 third quarter and is expected to be sustained at approximately 125,000 MTPD. With the expansion completed, PT-FI is focusing on maximizing efficiencies. Cash production costs for the third- quarter 1995 averaged $0.205 per pound of copper. PT-FI intends to continue to fine-tune its operations to achieve cost efficiencies and maximum cash flows from its expanded operations. Gold and silver credits per pound increased primarily because of a rise in comparative gold grades and recovery rates. Per pound treatment charges declined because of reduced rates negotiated at the end of 1994 resulting from the overall tightness in the copper concentrates market, somewhat offset by higher price participation payments. Based on current market conditions, treatment charge rates for a large portion of 1996 projected sales will be negotiated in the fourth quarter of 1995; average treatment charges may increase somewhat in 1996 but are expected to remain below 1994 levels. Unit royalties rose because of increased copper prices, as PT-FI's copper royalty rate varies from 1.5 percent to 3.5 percent depending on the price of copper. In April 1995 PT-FI increased its depreciation rate to 11 cents per pound to include the additional capital expenditures to support the expanded operations. Future changes to the depreciation rate will depend on future capital costs and changes in ore reserve estimates. RTM OPERATIONS Third Quarter Nine Months ------------------ ----------------- 1995 1994 1995 1994 ------- ------- ------- ------- Concentrate treated (MT) 117,100 120,200 291,400 364,600 Anode production (000s of pounds) 76,700 86,400 199,800 261,900 Cathode production (000s of pounds) 70,800 79,200 201,300 233,300 RTM's smelter was shutdown for approximately six weeks during the second quarter of 1995 to tie-in expansion equipment and for maintenance turnarounds. During the third-quarter 1995, the smelter was shutdown again for one week because of the curtailment of cooling water at RTM's facilities caused by a labor strike at an adjacent facility. Additionally in July 1995, RTM sold its mining operations incurring a $2.3 million loss. Significantly lower treatment charge rates, somewhat offset by higher price participation, have adversely affected RTM's operating results throughout 1995. Also negatively impacting 1995 results has been the strengthening of the Spanish peseta against the U.S. dollar throughout most of 1995 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 reported a $5.7 million credit for exploration costs in the third quarter of 1995 after reversing costs charged to expense in May and June 1995 which will be reimbursed by The RTZ Corporation PLC (RTZ) (Note 1). Exploration activities within PT-FI's Block A Contract of Work (COW) area continue to yield promising results, particularly at the Lembah Tembaga and Kucing Liar prospects. FCX previously announced the delineation of a geologic resource of 90-100 million metric tons of mineralization averaging approximately 1.6 percent copper equivalents at the Lembah Tembaga prospect, while drilling at the Kucing Liar prospect indicates approximately 200-350 million metric tons of mineralization averaging approximately 2-4 percent copper equivalents. Drilling is also continuing within Block B and the Eastern Mining blocks, yielding promising results. FCX's general and administrative expenses were $117.1 million for the nine months ended September 30, 1995 compared with $78.8 million in the 1994 period. Third-quarter 1995 general and administrative expenses include a $21.4 million charge under FCX's established management incentive compensation program resulting from an increase in the price of FCX Class B common stock during the quarter. Increased general and administrative expenses were also required because of additional personnel and administrative efforts to manage the expanded operations. FCX's total interest cost (before capitalization) rose to $68.8 million for the nine-month 1995 period from $21.3 million in the 1994 period primarily caused by higher average debt levels. Because of the significant expansion projects at PT-FI and RTM, all interest was capitalized during 1994 and the first quarter of 1995. As expansion activities are completed, interest costs are charged as expense prospectively. The PT-FI expansion was completed during the second quarter of 1995. The RTM expansion is expected to be substantially complete by year-end. FCX's effective tax rate was 42 percent and 46 percent for the nine- month period of 1995 and 1994, respectively. 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 RTM did not generate taxable income and has significant tax benefit carryforwards. CAPITAL RESOURCES AND LIQUIDITY Net cash provided by operating activities rose to $249.4 million for the first nine months of 1995, compared with $162.9 million for the 1994 period, primarily because of higher net income. The increase in inventories reflects an increase in concentrate inventory primarily caused by PT-FI production levels exceeding budget. Cash flow used in investing activities reflects a decrease in PT-FI capital expenditures with the completion of the expansion earlier this year. RTM expenditures increased because of the smelter expansion. Cash flow provided by financing activities totaled $253.1 million in 1995 compared with $379.3 million in 1994. The 1995 period included $228.9 million of proceeds from infrastructure financing and the 1994 period included $369.3 million from issuances of public securities. During the nine month period of 1995, FCX acquired 3.9 million of its shares for $84.7 million. In September 1995, FCX announced an open market share purchase program for up to 20 million shares, in total, of its Class A and Class B common shares representing approximately 10 percent of its shares outstanding. The timing of purchases is dependent upon many factors, including the price of common shares, the company's business and financial position, and general economic and market conditions. PT-FI's capital expenditures for the remainder of 1995 are expected to approximate $100 million primarily for infrastructure assets. Expenditures will be funded by operating cash flow, further sales of infrastructure assets, the bank credit facility (Note 2) and other financing sources. Additionally, a feasibility study to expand PT-FI's current milling capacity to 175,000-200,000 MTPD is under way with a possible increase to the 200,000-230,000 MTPD level depending on the future results of FCX's exploration activities. RTZ will finance up to $750 million for further expansion projects in the current Block A mining area (Note 1). In September 1995, FCX paid Freeport-McMoRan Inc. $25 million cash for 100 percent of the stock of Freeport Copper Company whose sole asset is a 50 percent interest in a joint venture with ASARCO Santa Cruz, Inc. controlling approximately 7,600 contiguous acres in Arizona. An exploratory drilling program in this area has identified a significant copper ore resource, with considerable potential for additional ore. The joint venture is involved in a research project for an experimental in-situ leaching process to mine the copper ore. RTM has a turnkey contract to expand its smelter capacity to 270,000 metric tons of metal per year and has obtained $290 million of project financing, nonrecourse to FCX, including a working capital line. During 1995, RTM entered into $160 million of interest rate swaps maturing in five years at an average fixed rate of 6.1 percent. The expansion project continues within budget and on schedule for substantial completion by year- end. As a result of its expansion, RTM will receive over $50 million in grants from the Spanish government over the next 1 1/2 years. RTM sold its mining operations during the third quarter and, in exchange for assuming certain RTM liabilities, RTM will make cash payments totaling approximately $37 million to the buyers. The initial payment was funded with a bridge loan secured by future grant receipts. The remaining approximately $19 million, which is payable over the next 2 1/2 years, may be funded by operating cash flow, bank loans, the Spanish government grants or FCX. RTM's future operating cash flow will be determined by the supply and demand for copper smelting and refining capacity, smelting and refining production rates and the exchange rate between the U.S. dollar and Spanish peseta. PT-FI has a long-term contract to provide the smelter with a significant portion of its copper concentrate requirements. In January 1995, FCX agreed in principle to form a joint venture, 20 percent owned by FCX, to develop a 200,000 metric tons of metal per year copper smelter in Gresik, Indonesia. A feasibility study and financing for the estimated $550 million aggregate project cost, plus approximately $100 million of working capital, are expected to be completed by year-end or early 1996. Construction is expected to begin late this year. Upon completion of RTM's smelter expansion and the proposed Gresik smelter, FCX anticipates that approximately 70 percent of PT-FI's annual concentrate production at today's throughput rates will be sold to affiliates at market prices. In September 1995, the FCX Board of Directors raised its regular quarterly cash dividend 50 percent to $0.225 per share for its Class A and Class B common stock. On October 5, 1995, the FCX Board of Directors declared a cash dividend of $0.225 per share on FCX's Class A and Class B common stock, payable November 1, 1995. -------------------- The results of operations reported and summarized above are not necessarily indicative of future operating results. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. -------------------------------- (a) The exhibits to this report are listed in the Exhibit Index appearing on Page E-1 hereof. (b) During the quarter for which this report is filed, the registrant filed one Current Report on Form 8-K, dated July 5, 1995, reporting information under Item 1 and Item 7. SIGNATURE ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FREEPORT-McMoRan COPPER & GOLD INC. By: /s/ John T. Eads -------------------------------- John T. Eads Controller - Financial Reporting (authorized signatory and Principal Accounting Officer) Date: October 25, 1995 EXHIBIT INDEX -------------- Sequentially Numbered Number Description Page - ------ ----------- ------------ 2.1 Distribution Agreement dated as of July 5, 1995 between Freeport-McMoRan Inc. ("FTX") and Freeport- McMoRan Copper & Gold Inc. ("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 Third Quarter Form 10-Q"). 4.1 Fifth Amendment dated as of July 17, 1995 to the Credit Agreement dated as of October 27, 1989, as amended and restated as of June 1, 1993, and as further amended through the Fourth Amendment, Consent and Limited Waiver thereto dated as of November 23, 1994, among P.T. Freeport Indonesia Company ("PT-FI"), FCX, FTX, First Trust of New York, National Association, as PT-FI Trustee, Chemical Bank, as agent, and The Chase Manhattan Bank (National Association), as documentary agent. 4.2 Credit Agreement dated as of June 30, 1995 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 agent, and The Chase Manhattan Bank (National Association), as documentary agent. 4.3 Credit Agreement dated as of June 30, 1995 among FM Properties Operating Co. ("FMPOC"), FTX, FCX, certain banks, Chemical Bank, as Administrative Agent and Collateral Agent, and The Chase Manhattan Bank (National Association), as Documentary Agent. Incorporated by reference to Exhibit 4.2 to the FTX Third Quarter Form 10-Q. 4.4 FCX Guaranty Agreement dated as of July 17, 1995. 4.5 Second Amended and Restated Note Agreement dated as of June 30, 1995 among FMPOC, FTX, FCX, Chemical Bank, and Hibernia National Bank, individually and as Agent. Incorporated by reference to Exhibit 4.4 to the FTX Third Quarter Form 10-Q. 11.1 Computation of Net Income per Common and Common Equivalent Share 27.1 Financial Data Schedule