Item 3. Legal Proceedings. --------------------------
Although the Company may be from time to time involved in various legal proceedings of a character normally incident to the ordinary course of its businesses, the Company believes that potential liability in any such pending or threatened proceedings would not have a material adverse effect on the financial condition or results of operations of the Company. FTX maintains liability insurance to cover some, but not all, potential liabilities normally incident to the ordinary course of its businesses as well as other insurance coverages customary in its businesses, with such coverage limits as management deems prudent.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. ------------------------------------------------------------
Not applicable.
Executive Officers of the Registrant. ------------------------------------
Listed below are the names and ages, as of March 15, 1995, of the present executive officers of FTX together with the principal positions and offices with FTX held by each. All officers of FTX serve at the pleasure of the Board of Directors of FTX.
Name Age Position or Office ---- --- ------------------
James R. Moffett 56 Chairman of the Board and Chief Executive Officer Rene L. Latiolais 52 President and Chief Operating Officer George A. Mealey 61 Executive Vice President John G. Amato 51 General Counsel Richard C. Adkerson 48 Senior Vice President Richard H. Block 44 Senior Vice President Thomas J. Egan 50 Senior Vice President Charles W. Goodyear 37 Senior Vice President W. Russell King 45 Senior Vice President
The individuals listed above have served the Company in various executive capacities for at least the last five years.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder ----------------------------------------------------------------------------- Matters. -------
The information set forth under the captions "Common Shares" and "Common Share Dividends", on the inside back cover of FTX's 1994 Annual Report to stockholders, is incorporated herein by reference. As of March 10, 1995, there were 24,705 record holders of FTX's common stock.
Item 6.
Item 6. Selected Financial Data. --------------------------------
The information set forth under the caption "Selected Financial Data" on page 22 of FTX's 1994 Annual Report to stockholders, is incorporated herein by reference.
FTX's ratio of earnings to fixed charges for each of the years 1990 through 1994, inclusive, was 5.6x, 1.6x, 2.5x, a shortfall of $241.8 million and 2x, respectively. For this calculation, earnings are income from continuing operations before income taxes, minority interests and fixed charges. Fixed charges are interest, that portion of rent deemed represent- ative of interest and the preferred stock dividend requirements of majority- owned subsidiaries.
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 of Financial Condition and Results of Operations", on pages 13 through 20 and 23 through 26 of FTX's 1994 Annual Report to stockholders, is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data. ----------------------------------------------------
The financial statements of FTX and its consolidated subsidiaries, the notes thereto and the report thereon of Arthur Andersen LLP, appearing on pages 27 through 49, inclusive, and the report of management on page 21, of FTX's 1994 Annual Report to stockholders, 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, 11, 12, and 13. Directors and Executive Officers of the --------------------------------------------------------------------- Registrant, Executive Compensation, Security Ownership ---------------------------------------------------------- of Certain Beneficial Owners and Management, and Certain ---------------------------------------------------------- Relationships and Related Transactions. -------------------------------------------
The information set forth under the caption "Election of Directors," beginning on page 4 of the Proxy Statement dated March 21, 1995, submitted to the stockholders of FTX in connection with its 1995 Annual Meeting to be held on May 2, 1995, is incorporated herein by reference.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. --------------------------------------------------------------------------
(a)(1), (a)(2), and (d). Financial Statements. See Index to Financial Statements appearing on page hereof.
(a)(3) and (c). Exhibits. See Exhibit Index beginning on page E-1 hereof.
(b). Reports on Form 8-K. No reports on Form 8-K were filed by the registrant during the fourth quarter of 1994.
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 24, 1995.
FREEPORT-McMoRan INC.
By: /s/ James R. Moffett ------------------------- James R. Moffett Chairman of the Board
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 24, 1995.
/s/ James R. Moffett Chairman of the Board, Chief -------------------- Executive Officer and Director James R. Moffett (Principal Executive Officer)
Richard C. Adkerson* Senior Vice President and Chief Financial Officer (Principal Financial Officer)
John T. Eads* Controller-Financial Reporting (Principal Accounting Officer)
Robert W. Bruce III* Director
Thomas B. Coleman* Director
William H. Cunningham* Director
Robert A. Day* Director
William B. Harrison, Jr.* Director
Henry A. Kissinger* Director
Bobby Lee Lackey* Director
Rene L. Latiolais* Director
Gabrielle K. McDonald* Director
George Putnam* Director
B. M. Rankin, Jr.* Director
Benno C. Schmidt* Director
J. Taylor Wharton* Director
Ward W. Woods, Jr.* Director
*By: /s/ James R. Moffett -------------------- James R. Moffett Attorney-in-Fact
-----------------------------
The financial statements of FTX and its consolidated subsidiaries, the notes thereto, and the report thereon of Arthur Andersen LLP, appearing on pages 27 through 49, inclusive, of FTX's 1994 Annual Report to stockholders are incorporated by reference.
The financial statement schedules listed below should be read in conjunction with such financial statements contained in FTX's 1994 Annual Report to stockholders. Page ---- Report of Independent Public Accountants . . . . . . . . . . III-Condensed Financial Information of Registrant . . . . . VIII-Valuation and Qualifing Accounts. . . . . . . . . . . .
Schedules other than those 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, 1994 and 1993 and for each of the three years in the period ended December 31, 1994 included in Freeport-McMoRan Inc.'s annual report to stockholders incorporated by reference in this Form 10-K, and have issued our report thereon dated January 24, 1995. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The schedules listed in the index above are the responsibility of the Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and are not part of the basic financial statements. The schedules for the years ended December 31, 1994, 1993 and 1992 have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
New Orleans, Louisiana, January 24, 1995
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT BALANCE SHEETS
December 31, ------------------------ 1994 1993 -------- -------- ASSETS (In Thousands) Current assets: Accounts receivable $ 17,503 $ 15,357 Prepaid expenses and other 5,833 10,527 -------- -------- Total current assets 23,336 25,884 Property, plant and equipment - net 93,517 152,171 Investment in FCX 287,665 267,853 Investment in FRP 229,588 252,341 Investment in other subsidiaries 18,359 17,800 Long-term note due from FCX 800 12,270 Long-term note due from FRP - 100,900 Long-term receivables and other assets 77,434 114,101 -------- -------- Total assets $730,699 $943,320 ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable and accrued liabilities $105,860 $100,579 Long-term debt 753,433 695,624 Other liabilities and deferred credits 101,873 113,749 Deferred gain on sale of subsidiary interests - 32,719 Stockholders' equity (230,467) 649 -------- -------- Total liabilities and stockholders' equity $730,699 $943,320 ======== ========
The footnotes contained in FTX's 1994 Annual Report to stockholders are an integral part of these statements.
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF OPERATIONS
Years Ended December 31, ------------------------------- 1994 1993 1992 -------- --------- -------- (In Thousands) Revenues $ 749 $ 6,852 $ 49,773 Cost of sales: Production and delivery 3,137 9,960 11,905 Depreciation and amortization 5,268 19,347 34,850 -------- --------- -------- Total cost of sales 8,405 29,307 46,755 Exploration expenses 3,738 22,067 17,407 Provision for restructuring charges - 12,403 - Gain on valuation and sale of assets, net - (50,688) - General and administrative expenses 12,664 19,785 27,229 -------- --------- -------- Total costs and expenses 24,807 32,874 91,391 -------- --------- -------- Operating loss (24,058) (26,022) (41,618) Interest expense, net (60,402) (58,189) (41,909) Equity in earnings (loss) of subsidiaries 64,973 (96,931) 106,997 Gain on sale of FCX shares - - 100,934 Gain on conversion/distribution of FCX securities 114,750 44,116 33,753 Other income, net 2,173 4,779 1,525 -------- --------- -------- Income (loss) before income taxes 97,436 (132,247) 159,682 Credit (provision) for income taxes (24,853) 49,129 28,129 -------- --------- -------- Income (loss) before extraordinary item and changes in accounting principle 72,583 (83,118) 187,811 Extraordinary loss on early extinguishment of debt, net 9,108 - - Cumulative effect of changes in accounting principle: FTX - (5,632) - Equity subsidiaries - (15,085) - -------- --------- -------- Net income (loss) 63,475 (103,835) 187,811 Preferred dividends (22,032) (22,368) (18,677) -------- --------- -------- Net income (loss) applicable to common stock $ 41,443 $(126,203) $169,134 ======== ========= ========
The footnotes contained in FTX's 1994 Annual Report to stockholders are an integral part of these statements.
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOW
Years Ended December 31, ------------------------------ 1994 1993 1992 -------- --------- --------- Cash flow from operating activities: (In Thousands) Net income (loss) $ 63,475 $(103,835) $ 187,811 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Extraordinary loss on early extinguishment of debt 9,108 - - Cumulative effect of changes in accounting principle - 20,717 - Depreciation and amortization 9,073 26,180 42,567 Other noncash charges to income, including net reimbursements from subsidiaries - 27,623 - Oil and gas exploration expenses 5,231 26,710 16,704 Recognition of unearned revenues in income - 5,928 (10,977) Amortization of debt discount and financing costs 31,113 28,771 33,909 Equity in (earnings) losses of subsidiaries (64,973) 96,931 (106,997) Cash distributions from subsidiaries 92,000 85,853 127,124 Gain on sale of FCX Class A shares - - (100,934) Gain on conversion/distribution of FCX securities (114,750) (44,116) (33,753) Gain on valuation and sale of assets, net - (50,688) - Deferred income taxes 18,558 (54,731) 925 (Increase) decrease in working capital, net of effect of acquisitions and dispositions: Accounts receivable (2,146) 28,516 (12,632) Prepaid expenses and other 4,694 (719) (8,843) Accounts payable and accrued liabilities 22,389 (30,565) (15,092) Payment to Freeport-McMoRan Royalty Trust (2,854) (2,296) - Other (15,392) 924 2,364 -------- --------- --------- Net cash provided by operating activities 55,526 61,203 122,176 -------- --------- --------- Cash flow from investing activities: Capital expenditures (32,958) (57,165) (96,708) Contributions to subsidiaries - - (30,119) Sale of assets 65,596 99,983 - -------- --------- --------- Net cash provided by (used in) investing activities $ 32,638 $ 42,818 $(126,827) -------- --------- ---------
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES SCHEDULE III - CONDENSED FINANCIAL INFORMATION OF REGISTRANT STATEMENTS OF CASH FLOW
Years Ended December 31, ------------------------------ 1994 1993 1992 --------- --------- --------- (In Thousands) Cash flow from financing activities: Proceeds from sale of Convertible Exchangeable Preferred Stock $ - $ - $ 245,700 Purchase of: FTX common shares (67,747) (22,229) (108,591) FCX Class A common shares (47,596) (16,482) - 10 7/8% Senior Debentures (142,919) - - Distribution of FMPO and MOXY shares (35,441) - (28,019) Borrowings of debt - net 155,000 3,943 330,821 (Increase) decrease in long-term note due from FCX 11,470 (12,270) - (Increase) decrease in long-term note due from FRP 100,900 138,450 (239,350) Cash dividends paid: Common stock (44,467) (175,890) (179,677) Preferred stock (22,110) (22,384) (16,882) Other 4,746 1,858 - -------- --------- --------- Net cash provided by (used in) financing activities (88,164) (105,004) 4,002 -------- --------- --------- Net decrease in cash and short-term investments - (983) (649) Cash and short-term investments at beginning of year - 983 1,632 -------- --------- --------- Cash and short-term investments at end of year $ - $ - $ 983 ======== ========= =========
The footnotes contained in FTX's 1994 Annual Report to stockholders are an integral part of these statements.
FREEPORT-McMoRan INC. AND CONSOLIDATED SUBSIDIARIES SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS for the years ended December 31, 1994, 1993 and 1992
Col. A Col. B Col. C Col. D Col. E ----------------- ------------ ----------------------- --------- ---------- Additions ----------------------- Balance at Charged to Charged to Balance at Beginning of Costs and Other Other-Add End Description Period Expenses Accounts (Deduct) of Period ----------------- ------------ ----------- ---------- --------- ---------- (In Thousands) Reserves and allowances deducted from asset accounts:
Reclamation and mine shutdown reserves: 1994: Sulphur $ 57,287 $ 1,041 $ - $ (3,223) $ 55,105 Fertilizer 38,437 2,310 - (3,064) 37,683 RTM 10,270 2,655 - - 12,925 Oil & Gas 14,963 3,799 - 1,227 19,989 -------- ------- ----- -------- -------- $120,957 $ 9,805 $ - $ (5,060)a $125,702 ======== ======= ===== ======== ========
1993: Sulphur $ 35,200 $27,562 $ - $ (5,475) $ 57,287 Fertilizer 18,543 5,365 - 14,529 b 38,437 RTM - - - 10,270 c 10,270 Oil & Gas 8,617 7,995 - (1,649) 14,963 -------- ------- ----- -------- -------- $ 62,360 $40,922 $ - $ 17,675 d $120,957 ======== ======= ===== ======== ======== 1992: Sulphur $ 29,715 $ 4,335 $ - $ 1,150 $ 35,200 Fertilizer 21,772 7,123 - (10,352) 18,543 Oil & Gas 10,196 4,598 - (6,177) 8,617 -------- ------- ----- -------- -------- $ 61,683 $16,056 $ - $(15,379)e $ 62,360 ======== ======= ===== ======== ========
a. Includes expenditures of $9.7 million, net of a $4.6 million decrease in short-term payables.
b. Includes $19.7 million which represents FRP's proportionate share of IMC-Agrico liabilities (see Note 2 to the Financial Statements) in excess of the FRP contributed amounts.
c. Reflects the reserve associated with the acquisition of RTM, as further discussed in Note 2 to the Financial Statements.
d. Includes expenditures of $14 million, net of a $1.7 million decrease in short-term payables and the items discussed in Notes b and c.
e. Includes expenditures of $21.8 million and $5.6 million transferred to FMPO (as further discussed in Note 8 to the Financial Statements), net of a $12 million decrease in short-term payables.
Freeport-McMoRan Inc. Exhibit Index ------------- Sequentially Exhibit Numbered Number Page ------ ----
3.1 Composite copy of Certificate of Incorporation of FTX, as amended. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of FTX for the quarter ended June 30, 1992 (the "FTX 1992 Second Quarter Form 10-Q").
3.2 By-Laws of FTX, as amended. Incorporated by reference to Exhibit 3.2 to the FTX 1992 Second Quarter Form 10-Q.
4.1 Certificate of Designations of the $4.375 Convertible Exchangeable Preferred Stock of FTX. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FTX dated March 23, 1992.
4.2 Indenture dated as of May 15, 1986 between FTX and Manufacturers Hanover Trust Company ("Manufacturers"), Trustee, relating to $150,000,000 principal amount of 10-7/8% Senior Subordinated Debentures due 2001 of FTX. Incorporated by reference to Exhibit 19.1 to the Quarterly Report on Form 10-Q of FTX for the quarter ended September 30, 1986.
4.3 Subordinated Indenture dated as of November 9, 1990 between FTX and Chemical Bank, Trustee, relating to subordinated indebtedness of FTX. Incorporated by reference to Exhibit 28.2 to the Current Report on Form 8-K of FTX dated February 7, 1991 (the "FTX February 7, 1991 Form 8- K").
4.4 Supplemental Indenture No. 1 dated as of February 5, 1991 between FTX and Chemical Bank, Trustee, relating to $373,000,000 principal amount of 6.55% Convertible Subordinated Notes due 2001 of FTX. Incorporated by reference to Exhibit 28.3 to the FTX February 7, 1991 Form 8-K.
4.5 Supplemental Indenture No. 2 dated as of August 5, 1991 between FTX and Chemical Bank, Trustee, relating to $750,000,000 face amount of Zero Coupon Convertible Subordinated Debentures due 2006 of FTX. Incorporated by reference to Exhibit (4-a) to the Current Report on Form 8-K of FTX dated August 9, 1991.
4.6 Credit Agreement dated as of June 1, 1993 (the "FTX/FRP Credit Agreement") among FTX, FRP, the several banks which are parties thereto (the "FTX/FRP Banks") and Chemical Bank, as Agent (the "FTX/FRP Bank Agent"). Incorporated by reference to Exhibit 4.8 to the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1993 (the "FRP 1993 Form 10- K").
4.7 First Amendment dated as of February 2, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent. Incorporated by reference to Exhibit 4.9 to the FRP 1993 Form 10-K.
4.8 Second Amendment dated as of March 1, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent. Incorporated by reference to Exhibit 4.10 to the FRP 1993 Form 10-K.
4.9 Third Consent and Waiver dated as of October 18, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent. Incorporated by reference to Exhibit 4.11 to the Annual Report on From 10-K of FRP for the fiscal year ended December 31, 1994 (the "FRP 1994 Form 10-K").
4.10 Fourth Amendment, Consent and Limited Waiver dated as of November 23, 1994 to the FTX/FRP Credit Agreement among FTX, FRP, the FTX/FRP Banks and the FTX/FRP Bank Agent. Incorporated by reference to Exhibit 4.12 to the FRP 1994 Form 10-K.
4.11 Amended and Restated Agreement of Limited Partnership of FRP dated as of May 29, 1987 (the "FRP Partnership Agreement") among FTX, Freeport Phosphate Rock Company and Geysers Geothermal Company, as general partners, and Freeport Minerals Company ("FMC"), as general partner and attorney- in-fact for the limited partners, of FRP. Incorporated by reference to Exhibit B to the Prospectus dated May 29, 1987 included in FRP's Registration Statement on Form S- 1, as amended, as filed with the Commission on May 29, 1987 (Registration No. 33-13513).
4.12 Amendment to the FRP Partnership Agreement dated as of December 16, 1988 effected by FMC, as Administrative Managing General Partner, and FTX, as General Partner, of FRP. Incorporated by reference to Exhibit 3.2 to the FRP 1994 From 10-K.
4.13 Amendment to the FRP Partnership Agreement dated as of March 29, 1990 effected by FMC, as Administrative Managing General Partner, and FTX, as Managing General Partner, of FRP. Incorporated by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FRP for the quarter ended March 31, 1990 (the "FRP 1990 First Quarter Form 10-Q").
4.14 Amendment to the FRP Partnership Agreement dated as of April 6, 1990 effected by FTX, as Administrative Managing General Partner of FRP. Incorporated by reference to Exhibit 19.3 to the FRP 1990 First Quarter Form 10-Q.
4.15 Amendment to the FRP Partnership Agreement dated as of January 27, 1992 between FTX, as Administrative Managing General Partner, and FMRP Inc., as Managing General Partner of FRP. Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1991 (the "FRP 1991 Form 10-K").
4.16 Amendment to the FRP Partnership Agreement dated as of October 14, 1992 between FTX, as Administrative Managing General Partner, and FMRP Inc., as Managing General Partner of FRP. Incorporated by reference to Exhibit 3.4 to the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1992 (the "FRP 1992 Form 10-K").
4.17 Deposit Agreement dated as of June 27, 1986 (the "Deposit Agreement") among FRP, The Chase Manhattan Bank, N.A. ("Chase") and Freeport Minerals Company, as attorney-in-fact of those limited partners and assignees holding depositary receipts for units of limited partnership interests in FRP ("Depositary Receipts"). Incorporated by reference to Exhibit 28.4 to the Current Report on Form 8-K of FTX dated July 11, 1986.
4.18 Resignation dated December 26, 1991 of Chase as Depositary under the Deposit Agreement and appointment dated December 27, 1991 of Mellon Bank, N.A. ("Mellon") as successor Depositary, effective January 1, 1992. Incorporated by reference to Exhibit 4.5 to the FRP 1991 Form 10-K.
4.19 Service Agreement dated as of January 1, 1992 between FRP and Mellon pursuant to which Mellon will serve as Depositary under the Deposit Agreement and Custodian under the Custodial Agreement. Incorporated by reference to Exhibit 4.6 to the FRP 1991 Form 10-K.
4.20 Amendment to the Deposit Agreement dated as of November 18, 1992 between FRP and Mellon. Incorporated by reference to Exhibit 4.4 to the FRP 1992 Form 10-K.
4.21 Form of Depositary Receipt. Incorporated by reference to Exhibit 4.5 to the FRP 1992 Form 10-K.
4.22 Custodial Agreement regarding the FRP Depositary Unit Reinvestment Plan among FTX, FRP and Chase, effective as of April 1, 1987 (the "Custodial Agreement"). Incorporated by reference to Exhibit 19.1 to the Quarterly Report on Form 10-Q of FRP for the quarter ended June 30, 1987.
4.23 FRP Depositary Unit Reinvestment Plan. Incorporated by reference to Exhibit 4.4 to the FRP 1991 Form 10-K.
4.24 Composite copy of the Certificate of Incorporation of FCX. Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1994 (the "FCX 1994 Form 10-K").
4.25 Credit Agreement dated as of June 1, 1993 (the "PT-FI Credit Agreement") among PT- FI, the several banks which are parties thereto (the "PT-FI Banks"), Morgan Guaranty Trust Company of New York ("Morgan"), as PT-FI Trustee (the "PT-FI Trustee"), and Chemical Bank, as Agent (the "PT-FI Bank Agent"). Incorporated by reference to Exhibit 4.10 to the FCX 1993 Form 10-K.
4.26 First Amendment dated as of February 2, 1994 to the PT-FI Credit Agreement among PT-FI, the PT-FI Banks, the PT-FI Trustee and the PT-FI Bank Agent. Incorporated by reference to Exhibit 4.11 to the FCX 1993 Form 10-K.
4.27 Second Amendment dated as of March 1, 1994 to the PT-FI Credit Agreement among PT-FI, the PT-FI Trustee and the PT-FI Bank Agent. Incorporated by reference to Exhibit 4.12 to the FCX 1993 Form 10-K.
4.28 Third Consent and Waiver dated as of October 18, 1994 to the PT-FI Credit Agreement among PT-FI, the PT-FI Banks, the PT-FI Trustee and the PT-FI Bank Agent. Incorporated by reference to Exhibit 4.19 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1994 (the "FCX 1994 Form 10- K").
4.29 Fourth Amendment, Consent and Limited Waiver dated as of November 23, 1994 to the PT-FI Credit Agreement among PT-FI, the PT-FI Banks, the PT-FI Trustee and the PT-FI Bank Agent. Incorporated by reference to Exhibit 4.20 to the FCX 1994 Form 10-K.
4.30 Term Loan and Working Capital Agreement dated as of November 4, 1994 (the "RTML Term Loan") among Rio Tinto Metal, S.A. ("RTML"), the Lenders and Barclays Bank PLC as Agent (the "Agent"). Incorporated by reference to Exhibit 4.21 to the FCX 1994 Form 10-K.
4.31 Amendment No. 1 dated as of March 7, 1995 to the RTML Term Loan among RTML, the Lenders and the Agent. Incorporated by reference to Exhibit 4.22 to the FCX 1994 Form 10-K.
4.32 Automatic Stock Purchase Plan of FTX. Incorporated by reference to Exhibit 4.28 to the Annual Report on Form 10-K of FTX for the fiscal year ended December 31, 1992 (the "FTX 1992 Form 10-K").
10.1 Overriding Royalty Conveyance dated September 28, 1983, from McMoRan- Freeport Oil Company to McMoRan Oil & Gas Co. Incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q of FTX for the quarter ended September 30, 1983 (the "FTX 1983 Third Quarter Form 10- Q").
10.2 Royalty Trust Indenture dated as of September 30, 1983 between FTX, as Trustor, and First City National Bank of Houston ("First City"), as Trustee. Incorporated by reference to Exhibit 2.3 to the FTX 1983 Third Quarter Form 10-Q.
10.3 First Amended and Restated Articles of General Partnership of Freeport-McMoRan Oil and Gas Royalty Partnership dated as of September 30, 1983 between McMoRan Offshore Management Co. and First City, as Trustee. Incorporated by reference to Exhibit 2.4 to the FTX 1983 Third Quarter Form 10-Q.
10.4 Contract of Work dated December 30, 1991 between The Government of the Republic of Indonesia and PT-FI. Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1991.
10.5 Contribution Agreement dated as of April 5, 1993 between FRP and IMC (the "FRP-IMC Contribution Agreement"). Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of FRP dated July 15, 1993 (the "FRP July 15, 1993 Form 8-K").
10.6 First Amendment dated as of July 1, 1993 to the FRP-IMC Contribution Agreement. Incorporated by reference to Exhibit 2.2 to the FRP July 15, 1993 Form 8-K.
10.7 Amended and Restated Partnership Agreement dated as of July 1, 1993 among IMC-Agrico GP Company, Agrico, Limited Partnership and IMC-Agrico MP Inc. Incorporated by reference to Exhibit 2.3 to the FRP July 15, 1993 Form 8-K.
10.8 Parent Agreement dated as of July 1, 1993 among IMC, FRP, FTX and IMC-Agrico. Incorporated by reference to Exhibit 2.4 to the FRP July 15, 1993 Form 8-K.
10.9 Asset Purchase Agreement dated as of October 22, 1994 between FRP and Pennzoil Company (the "Asset Purchase Agreement"). Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of FRP dated January 18, 1995 (the "FRP January 18, 1995 8-K").
10.10 Amendment No. 1 dated as of January 3, 1995 to the Asset Purchase Agreement. Incorporated by reference to Exhibit 2.2 to the FRP January 18, 1995 8-K. Executive Compensation Plans and Arrangements (Exhibits 10.11 through 10.42)
10.11 FTX Employee Retirement Plan as of January 1, 1986. Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of Freeport-McMoRan Energy Partners, Ltd. ("FMP") for the fiscal year ended December 31, 1986.
10.12 Amendment No. 1 dated as of January 14, 1987 to the FTX Employee Retirement Plan. Incorporated by reference to Exhibit 10.10 to the FTX 1987 Form 10-K.
10.13 Amendment No. 2 dated as of May 31, 1987 to the FTX Employee Retirement Plan. Incorporated by reference to Exhibit 10.11 to the FTX 1987 Form 10-K.
10.14 Amendments to the FTX Employee Retirement Plan dated August 31, 1988, March 21, 1989 and December 29, 1989. Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of FMP for the fiscal year ended December 31, 1989 (the "FMP 1989 Form 10-K").
10.15 Amendment to the FTX Employee Retirement Plan dated March 6, 1990. Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1989.
10.16 Amendment to the FTX Employee Retirement Plan dated December 20, 1991. Incorporated by reference to Exhibit 10.6 to the FRP 1991 Form 10-K.
10.17 Master Trust Agreement dated as of October 1, 1990 between FTX and Continental Bank, N.A., relating to the FTX Employee Retirement Plan. Incorporated by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FTX for the quarter ended September 30, 1990 (the "FTX 1990 Third Quarter Form 10-Q").
10.18 Excess Benefits Plan of FTX. Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of FTX for the quarter ended March 31, 1988.
10.19 Amendments to the Excess Benefits Plan of FTX dated January 17, 1989, December 8, 1989, June 29, 1990 and October 17, 1990. Incorporated by reference to Exhibits 19.3, 19.4, 19.5 and 19.6, respectively, to the FTX 1990 Third Quarter Form 10-Q.
10.20 Amended and Restated FTX Employee Capital Accumulation Program dated September 14, 1990, generally effective as of January 1, 1989. Incorporated by reference to Exhibit 19.1 to the FTX 1990 Third Quarter Form 10-Q.
10.21 FTX Supplemental Executive Capital Accumulation Plan. Incorporated by reference to Exhibit 10.13 to the FTX 1987 Form 10-K.
10.22 Amendments, effective March 1, 1989 and January 1, 1990, to the FTX Supplemental Executive Capital Accumulation Plan. Incorporated by reference to Exhibit 10.20 to the FMP 1989 Form 10-K.
10.23 Amendment, effective May 1, 1991, to the FTX Supplemental Executive Capital Accumulation Plan. Incorporated by reference to Exhibit 19.1 to the FTX 1991 Third Quarter Form 10-Q.
10.24 Annual Incentive Plan of FTX, as amended.
10.25 1992 Long-Term Performance Incentive Plan of FTX, as amended.
10.26 1987 Long-Term Performance Incentive Plan of FTX, as amended.
10.27 FTX Variable Compensation Incentive Program, as amended. Incorporated by reference to Exhibit 19.4 to the FTX 1991 Third Quarter Form 10-Q.
10.28 Incentive Compensation Plan of FTX. Incorporated by reference to Exhibit 20.3 to the Quarterly Report on Form 10-Q of FTX for the Quarter ended June 30, 1981.
10.29 FTX Performance Incentive Awards Program, as amended.
10.30 FTX 1992 Stock Option Plan. Incorporated by reference to Exhibit 10.3 to the FCX 1992 Second Quarter Form 10-Q.
10.31 1982 Stock Option Plan of FTX, as amended.
10.32 FTX 1992 Stock Incentive Unit Plan. Incorporated by reference to Exhibit 10.2 to the FCX 1992 Second Quarter Form 10-Q.
10.33 1988 Stock Option Plan for Non-Employee Directors of FTX, as amended. Incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of FTX for the quarter ended June 30, 1992.
10.34 FTX 1991 Plan for Deferral of Directors' Fees. Incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K of FTX for the fiscal year ended December 31, 1991.
10.35 FTX Directors' Charitable Gift Program. Incorporated by reference to Exhibit 10.29 to the FTX 1992 Form 10-K.
10.36 FTX Matching Gifts Program. Incorporated by reference to Exhibit 10.30 to the FTX 1992 Form 10-K.
10.37 Financial Counseling and Tax Return Preparation and Certification Program of FTX. Incorporated by reference to Exhibit 10.31 to the FTX 1992 Form 10-K.
10.38 FTX Executive Universal Life Insurance Plan. Incorporated by reference to Exhibit 10.32 to the FTX 1992 Form 10-K.
10.39 Letter Agreement dated January 2, 1986 between FTX and Benno C. Schmidt. Incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K of FTX for the fiscal year ended December 31, 1985.
10.40 Agreement for Consulting Services between FTX and B. M. Rankin, Jr., effective as of January 1, 1990. Incorporated by reference to Exhibit 19.2 to the Quarterly Report on Form 10-Q of FTX for the quarter ended March 31, 1990.
10.41 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 FTX 1992 Form 10-K.
10.42 Letter Agreement dated May 1, 1989, between FTX and Kent Associates, Inc. (predecessor in interest to Kissinger Associates). Incorporated by reference to Exhibit 10.36 to the FTX 1992 Form 10-K.
11.1 FTX and Consolidated Subsidiaries Computation of Net Income Per Common and Common Equivalent Share.
12.1 FTX Computation of Ratio of Earnings to Fixed Charges.
13.1 Those portions of the 1994 Annual Report to stockholders of FTX which are incorporated herein by reference.
21.1 Subsidiaries of FTX.
23.1 Consent of Arthur Andersen LLP dated March 24, 1995.
24.1 Certified resolution of the Board of Directors of FTX 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 FTX.
27.1 FTX Financial Data Schedule.
99.1 Annual Report on Form 10-K of FRP for the fiscal year ended December 31, 1994.
99.2 Annual report on Form 10-K of FCX for the fiscal year ended December 31, 1994.