FCX Q314 10-Q
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| | |
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-Q |
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(Mark One) |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2014 |
OR |
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from | | to |
Commission File Number: 001-11307-01 |
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
|
| |
Delaware | 74-2480931 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) | |
| |
333 North Central Avenue | |
Phoenix, AZ | 85004-2189 |
(Address of principal executive offices) | (Zip Code) |
(602) 366-8100 |
(Registrant's telephone number, including area code) |
| |
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.
þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes þ No
On October 31, 2014, there were issued and outstanding 1,039,118,147 shares of the registrant’s common stock, par value $0.10 per share.
FREEPORT-McMoRan INC.
TABLE OF CONTENTS
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Part I. | FINANCIAL INFORMATION |
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Item 1. | Financial Statements. |
FREEPORT-McMoRan INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
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| | | | | | | |
| September 30, 2014 | | December 31, 2013 |
| (In millions) |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 658 |
| | $ | 1,985 |
|
Trade accounts receivable | 1,514 |
| | 1,728 |
|
Other accounts receivable | 793 |
| | 834 |
|
Inventories: | | | |
Mill and leach stockpiles | 1,967 |
| | 1,705 |
|
Materials and supplies, net | 1,943 |
| | 1,730 |
|
Product | 1,579 |
| | 1,583 |
|
Other current assets | 577 |
| | 407 |
|
Total current assets | 9,031 |
| | 9,972 |
|
Property, plant, equipment and mining development costs, net | 26,304 |
| | 24,042 |
|
Oil and gas properties - full cost method | | | |
Subject to amortization, less accumulated amortization | 11,306 |
| | 12,472 |
|
Not subject to amortization | 11,031 |
| | 10,887 |
|
Long-term mill and leach stockpiles | 2,569 |
| | 2,386 |
|
Goodwill | 1,717 |
| | 1,916 |
|
Other assets | 2,018 |
| | 1,798 |
|
Total assets | $ | 63,976 |
| | $ | 63,473 |
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| | | |
LIABILITIES AND EQUITY | | | |
Current liabilities: | | | |
Accounts payable and accrued liabilities | $ | 3,784 |
| | $ | 3,708 |
|
Current portion of debt | 1,762 |
| | 312 |
|
Dividends payable | 334 |
| | 333 |
|
Current portion of environmental and asset retirement obligations | 310 |
| | 236 |
|
Accrued income taxes | 153 |
| | 184 |
|
Total current liabilities | 6,343 |
| | 4,773 |
|
Long-term debt, less current portion | 17,975 |
| | 20,394 |
|
Deferred income taxes | 7,559 |
| | 7,410 |
|
Environmental and asset retirement obligations, less current portion | 3,654 |
| | 3,259 |
|
Other liabilities | 1,730 |
| | 1,690 |
|
Total liabilities | 37,261 |
| | 37,526 |
|
| | | |
Redeemable noncontrolling interest | 749 |
| | 716 |
|
| | | |
Equity: | | | |
FCX stockholders’ equity: | | | |
Common stock | 117 |
| | 117 |
|
Capital in excess of par value | 22,248 |
| | 22,161 |
|
Retained earnings | 3,306 |
| | 2,742 |
|
Accumulated other comprehensive loss | (394 | ) | | (405 | ) |
Common stock held in treasury | (3,686 | ) | | (3,681 | ) |
Total FCX stockholders’ equity | 21,591 |
| | 20,934 |
|
Noncontrolling interests | 4,375 |
| | 4,297 |
|
Total equity | 25,966 |
| | 25,231 |
|
Total liabilities and equity | $ | 63,976 |
| | $ | 63,473 |
|
The accompanying notes are an integral part of these consolidated financial statements.
FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
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| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
| (In millions, except per share amounts) |
Revenues | $ | 5,696 |
| | $ | 6,165 |
| | $ | 16,203 |
| | $ | 15,036 |
|
Cost of sales: | | | | | | | |
Production and delivery | 3,152 |
| | 3,332 |
| | 8,971 |
| | 8,904 |
|
Depreciation, depletion and amortization | 945 |
| | 919 |
| | 2,924 |
| | 1,778 |
|
Impairment of oil and gas properties | 308 |
| | — |
| | 308 |
| | — |
|
Total cost of sales | 4,405 |
|
| 4,251 |
|
| 12,203 |
| | 10,682 |
|
Selling, general and administrative expenses | 158 |
| | 158 |
| | 457 |
| | 457 |
|
Mining exploration and research expenses | 29 |
| | 57 |
| | 93 |
| | 173 |
|
Environmental obligations and shutdown costs | 18 |
| | (8 | ) | | 100 |
| | 23 |
|
Net gain on sales of assets | (46 | ) | | — |
| | (46 | ) | | — |
|
Total costs and expenses | 4,564 |
| | 4,458 |
| | 12,807 |
| | 11,335 |
|
Operating income | 1,132 |
| | 1,707 |
| | 3,396 |
| | 3,701 |
|
Interest expense, net | (158 | ) | | (162 | ) | | (483 | ) | | (351 | ) |
Net gain (loss) on early extinguishment of debt | 58 |
| | — |
| | 63 |
| | (45 | ) |
Gain on investment in McMoRan Exploration Co. | — |
| | — |
| | — |
| | 128 |
|
Other income, net | 23 |
| | 3 |
| | 48 |
| | 13 |
|
Income before income taxes and equity in affiliated companies' net (losses) earnings | 1,055 |
| | 1,548 |
| | 3,024 |
| | 3,446 |
|
Provision for income taxes | (349 | ) | | (499 | ) | | (1,034 | ) | | (967 | ) |
Equity in affiliated companies’ net (losses) earnings | (2 | ) | | (1 | ) | | — |
| | 3 |
|
Net income | 704 |
| | 1,048 |
| | 1,990 |
| | 2,482 |
|
Net income attributable to noncontrolling interests | (142 | ) | | (218 | ) | | (416 | ) | | (519 | ) |
Preferred dividends attributable to redeemable noncontrolling interest | (10 | ) | | (9 | ) | | (30 | ) | | (12 | ) |
Net income attributable to FCX common stockholders | $ | 552 |
| | $ | 821 |
| | $ | 1,544 |
| | $ | 1,951 |
|
| | | | | | | |
Net income per share attributable to FCX common stockholders: | | | | | | | |
Basic | $ | 0.53 |
| | $ | 0.79 |
| | $ | 1.48 |
| | $ | 1.97 |
|
Diluted | $ | 0.53 |
| | $ | 0.79 |
| | $ | 1.47 |
| | $ | 1.96 |
|
| | | | | | | |
Weighted-average common shares outstanding: | | | | | | | |
Basic | 1,039 |
| | 1,038 |
| | 1,039 |
| | 989 |
|
Diluted | 1,046 |
| | 1,043 |
| | 1,045 |
| | 993 |
|
| | | | | | | |
Dividends declared per share of common stock | $ | 0.3125 |
| | $ | 0.3125 |
| | $ | 0.9375 |
| | $ | 1.9375 |
|
The accompanying notes are an integral part of these consolidated financial statements.
FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
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| | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 30, | | September 30, |
| | 2014 | | 2013 | | 2014 | | 2013 |
| | (In millions) |
Net income | | $ | 704 |
| | $ | 1,048 |
| | $ | 1,990 |
| | $ | 2,482 |
|
| | | | | | | | |
Other comprehensive income, net of taxes: | | | | | | | | |
Defined benefit plans: | | | | | | | | |
Amortization of unrecognized amounts included in net periodic benefit costs | | 5 |
| | 6 |
| | 12 |
| | 18 |
|
Foreign exchange losses | | 2 |
| | — |
| | (1 | ) | | — |
|
Translation adjustments and unrealized gains (losses) on securities | | — |
| | 4 |
| | — |
| | 3 |
|
Other comprehensive income | | 7 |
| | 10 |
| | 11 |
| | 21 |
|
| | | | | | | | |
Total comprehensive income | | 711 |
| | 1,058 |
| | 2,001 |
| | 2,503 |
|
Total comprehensive income attributable to noncontrolling interests | | (142 | ) | | (217 | ) | | (416 | ) | | (518 | ) |
Preferred dividends attributable to redeemable noncontrolling interest | | (10 | ) | | (9 | ) | | (30 | ) | | (12 | ) |
Total comprehensive income attributable to FCX common stockholders | | $ | 559 |
| | $ | 832 |
| | $ | 1,555 |
| | $ | 1,973 |
|
The accompanying notes are an integral part of these consolidated financial statements.
FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
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| | | | | | | | |
| Nine Months Ended | |
| September 30, | |
| 2014 | | 2013 | |
| (In millions) | |
Cash flow from operating activities: | | | | |
Net income | $ | 1,990 |
| | $ | 2,482 |
| |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | |
Depreciation, depletion and amortization | 2,924 |
| | 1,778 |
| |
Impairment of oil and gas properties | 308 |
| | — |
| |
Net losses on crude oil and natural gas derivative contracts | 56 |
| | 205 |
| |
Gain on investment in McMoRan Exploration Co. (MMR) | — |
| | (128 | ) | |
Net charges for environmental and asset retirement obligations, including accretion | 146 |
| | 98 |
| |
Payments for environmental and asset retirement obligations | (134 | ) | | (166 | ) | |
Net (gain) loss on early extinguishment of debt | (63 | ) | | 45 |
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Net gain on sales of assets | (46 | ) | | — |
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Deferred income taxes | 107 |
| | 169 |
| |
Increase in long-term mill and leach stockpiles | (182 | ) | | (348 | ) | |
Other, net | 106 |
| | 97 |
| |
Decreases (increases) in working capital and changes in other tax payments, excluding amounts from acquisitions and dispositions: | | | | |
Accounts receivable | 200 |
| | 51 |
| |
Inventories | (267 | ) | | (66 | ) | |
Other current assets | (26 | ) | | 162 |
| |
Accounts payable and accrued liabilities | (379 | ) | | (596 | ) | |
Accrued income taxes and other tax payments | (227 | ) | | (40 | ) | |
Net cash provided by operating activities | 4,513 |
| | 3,743 |
| |
| | | | |
Cash flow from investing activities: | | | | |
Capital expenditures: | | | | |
North America copper mines | (815 | ) | | (795 | ) | |
South America | (1,278 | ) | | (734 | ) | |
Indonesia | (722 | ) | | (720 | ) | |
Africa | (100 | ) | | (155 | ) | |
Molybdenum mines | (45 | ) | | (128 | ) | |
U.S. oil and gas operations | (2,392 | ) | | (928 | ) | |
Other | (63 | ) | | (163 | ) | |
Acquisition of Deepwater Gulf of Mexico interests | (1,421 | ) | | — |
| |
Acquisition of Plains Exploration & Production Company, net of cash acquired | — |
| | (3,465 | ) | |
Acquisition of MMR, net of cash acquired | — |
| | (1,628 | ) | |
Acquisition of cobalt chemical business, net of cash acquired | — |
| | (348 | ) | |
Net proceeds from sale of Eagle Ford shale assets | 2,971 |
| | — |
| |
Other, net | 221 |
| | (24 | ) | |
Net cash used in investing activities | (3,644 | ) | | (9,088 | ) | |
| | | | |
Cash flow from financing activities: | | | | |
Proceeds from debt | 3,346 |
| | 11,229 |
| |
Repayments of debt | (4,196 | ) | | (4,816 | ) | |
Redemption of MMR preferred stock | — |
| | (227 | ) | |
Cash dividends and distributions paid: | | | | |
Common stock | (979 | ) | | (1,957 | ) | |
Noncontrolling interests | (365 | ) | | (157 | ) | |
Contributions from noncontrolling interests | 24 |
| | — |
| |
Stock-based awards net proceeds (payments), including excess tax benefit | 7 |
| | (100 | ) | |
Debt financing costs and other, net | (33 | ) | | (113 | ) | |
Net cash (used in) provided by financing activities | (2,196 | ) | | 3,859 |
| |
| | | | |
Net decrease in cash and cash equivalents | (1,327 | ) | | (1,486 | ) | |
Cash and cash equivalents at beginning of year | 1,985 |
| | 3,705 |
| |
Cash and cash equivalents at end of period | $ | 658 |
| | $ | 2,219 |
| |
The accompanying notes are an integral part of these consolidated financial statements.
FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENT OF EQUITY (Unaudited)
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| FCX Stockholders’ Equity | | | | |
| Common Stock | | | | Retained Earnings | | Accumu- lated Other Compre- hensive Loss | | Common Stock Held in Treasury | | Total FCX Stock-holders' Equity | | | | |
| Number of Shares | | At Par Value | | Capital in Excess of Par Value | | | | Number of Shares | | At Cost | | | Non- controlling Interests | | Total Equity |
| | | | | | | | | |
| (In millions) |
Balance at December 31, 2013 | 1,165 |
| | $ | 117 |
| | $ | 22,161 |
| | $ | 2,742 |
| | $ | (405 | ) | | 127 |
| | $ | (3,681 | ) | | $ | 20,934 |
| | $ | 4,297 |
| | $ | 25,231 |
|
Exercised and issued stock-based awards | 2 |
| | — |
| | 13 |
| | — |
| | — |
| | — |
| | — |
| | 13 |
| | — |
| | 13 |
|
Stock-based compensation | — |
| | — |
| | 75 |
| | — |
| | — |
| | — |
| | — |
| | 75 |
| | — |
| | 75 |
|
Tender of shares for stock-based awards | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (5 | ) | | (5 | ) | | — |
| | (5 | ) |
Dividends on common stock | — |
| | — |
| | — |
| | (980 | ) | | — |
| | — |
| | — |
| | (980 | ) | | — |
| | (980 | ) |
Dividends to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | (344 | ) | | (344 | ) |
Noncontrolling interests' share of contributed capital in subsidiary | — |
| | — |
| | (1 | ) | | — |
| | — |
| | — |
| | — |
| | (1 | ) | | 6 |
| | 5 |
|
Net income attributable to FCX common stockholders | — |
| | — |
| | — |
| | 1,544 |
| | — |
| | — |
| | — |
| | 1,544 |
| | — |
| | 1,544 |
|
Net income attributable to noncontrolling interests | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 416 |
| | 416 |
|
Other comprehensive income | — |
| | — |
| | — |
| | — |
| | 11 |
| | — |
| | — |
| | 11 |
| | — |
| | 11 |
|
Balance at September 30, 2014 | 1,167 |
| | $ | 117 |
| | $ | 22,248 |
| | $ | 3,306 |
| | $ | (394 | ) | | 127 |
| | $ | (3,686 | ) | | $ | 21,591 |
| | $ | 4,375 |
| | $ | 25,966 |
|
The accompanying notes are an integral part of these consolidated financial statements.
FREEPORT-McMoRan INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1. GENERAL INFORMATION
Effective July 14, 2014, Freeport-McMoRan Copper & Gold Inc. changed its name to Freeport-McMoRan Inc. (FCX) to simplify the corporate name and better reflect FCX's expanded portfolio of assets. The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles (GAAP) in the United States (U.S.). Therefore, this information should be read in conjunction with FCX's consolidated financial statements and notes contained in its annual report on Form 10-K for the year ended December 31, 2013. The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. With the exception of the oil and gas properties impairment discussed below and certain adjustments associated with the acquisitions of Plains Exploration & Production Company (PXP) and McMoRan Exploration Co. (MMR), collectively known as FCX Oil & Gas Inc. (FM O&G), all such adjustments are, in the opinion of management, of a normal recurring nature. Operating results for the three-month and nine-month periods ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.
As further discussed in Note 2, FCX completed its acquisitions of PXP on May 31, 2013, and MMR on June 3, 2013. The results included in these financial statements for the nine months ended September 30, 2013, include PXP's results beginning June 1, 2013, and MMR's results beginning June 4, 2013.
Oil and Gas Properties. Under the Securities and Exchange Commission's (SEC) full cost accounting rules, FCX reviews the carrying value of its oil and gas properties each quarter on a country-by-country basis. Under these rules, capitalized costs of oil and gas properties (net of accumulated depreciation, depletion and amortization, and related deferred income taxes) for each cost center may not exceed a “ceiling” equal to:
| |
• | the present value, discounted at 10 percent, of estimated future net cash flows from the related proved oil and natural gas reserves, net of estimated future income taxes; plus |
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• | the cost of the related unproved properties not being amortized; plus |
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• | the lower of cost or estimated fair value of the related unproved properties included in the costs being amortized (net of related tax effects). |
These rules require that FCX price its future oil and gas production at the twelve-month average of the first-day-of-the-month historical reference prices as adjusted for location and quality differentials. FCX's reference prices are West Texas Intermediate for oil and the Henry Hub spot price for natural gas. Such prices are utilized except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts. The reserve estimates exclude the effect of any crude oil and natural gas derivatives FCX has in place. The estimated future net cash flows also exclude future cash outflows associated with settling asset retirement obligations included in the net book value of the oil and gas properties. The rules require an impairment if the capitalized costs exceed this “ceiling.”
At September 30, 2014, the net capitalized costs with respect to FCX's U.S. oil and gas properties exceeded the related ceiling; therefore, an impairment charge of $308 million was recorded in third-quarter 2014, primarily because of higher capitalized costs and the lower twelve-month average of the first-day-of-the-month historical reference oil price at September 30, 2014. During October 2014, oil prices declined from the third-quarter average. Continuation of recent oil price declines, increases in capitalized costs subject to amortization and other factors may result in future additional ceiling test impairments.
NOTE 2. ACQUISITIONS AND DISPOSITIONS
Eagle Ford Disposition. On June 20, 2014, FCX completed the sale of its Eagle Ford shale assets to a subsidiary of Encana Corporation for cash consideration of $3.1 billion, before closing adjustments from the April 1, 2014, effective date. Under full cost accounting rules, the proceeds were recorded as a reduction of capitalized oil and gas properties, with no gain or loss recognition, except for $62 million of deferred tax expense recorded through September 30, 2014, in connection with the allocation of $221 million of goodwill (for which deferred taxes were not previously provided) to the Eagle Ford shale assets. Approximately $1.3 billion of proceeds from this transaction was placed in a like-kind exchange escrow and was used to reinvest in additional oil and gas interests, as discussed below. The remaining proceeds were used to repay debt.
Deepwater Gulf of Mexico (GOM) Acquisitions. On June 30, 2014, FCX completed the acquisition of interests in the Deepwater GOM from a subsidiary of Apache Corporation, including interests in the Lucius and Heidelberg oil fields and several exploration leases, for $919 million. Based on preliminary valuations, and including transaction costs and estimated asset retirement costs, FCX recorded capitalized costs for oil and gas properties subject to amortization of $460 million and costs not subject to amortization of $476 million. The Deepwater GOM acquisition was funded by the like-kind exchange escrow.
Additionally, on September 8, 2014, FCX completed the acquisition of additional Deepwater GOM interests for $496 million, including an interest in the Vito oil discovery in the Mississippi Canyon area and a significant lease position in the Vito basin area. Based on preliminary valuations, and including purchase price adjustments and transaction costs, FCX recorded capitalized costs for oil and gas properties not subject to amortization of $509 million. This acquisition was funded in part with the remaining $414 million of funds from the like-kind exchange escrow.
PXP and MMR Acquisitions. The second-quarter 2013 acquisitions of PXP and MMR added a portfolio of oil and gas assets to FCX's global mining business, creating a U.S.-based natural resources company. The acquisitions have been accounted for under the acquisition method, with FCX as the acquirer.
During second-quarter 2014, FCX finalized the purchase price allocations, which resulted in a net increase of $20 million to oil and gas properties, an increase of $22 million to goodwill and a net decrease of $42 million to deferred income tax assets.
For further discussion of the PXP and MMR acquisitions and the related financing, refer to Notes 2 and 8 in FCX's annual report on Form 10-K for the year ended December 31, 2013.
Unaudited Pro Forma Consolidated Financial Information. The following unaudited pro forma financial information has been prepared to reflect the acquisitions of PXP and MMR. The unaudited pro forma financial information combines the historical statements of income of FCX, PXP and MMR for the nine months ended September 30, 2013, giving effect to the mergers as if they had occurred on January 1, 2012. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the acquisitions.
|
| | | |
| Nine Months |
| Ended |
| September 30, 2013 |
| (in millions, except per share amounts) |
| |
Revenues | $ | 17,190 |
|
Operating income | 4,617 |
|
Net income from continuing operations | 2,683 |
|
Net income attributable to FCX common stockholders | 2,134 |
|
| |
Net income per share attributable to FCX common stockholders: | |
Basic | $ | 2.05 |
|
Diluted | 2.04 |
|
The unaudited pro forma consolidated information for the nine months ended September 30, 2013, has been prepared for illustrative purposes only and is not intended to be indicative of the results of operations that actually would have occurred, or the results of operations expected in future periods, had the events reflected herein occurred on the date indicated. The most significant pro forma adjustments to net income from continuing operations for the nine months ended September 30, 2013, were to exclude $519 million of acquisition-related costs, the net tax benefit of $183 million of acquisition-related adjustments and the $128 million gain on the investment in MMR. Additionally, for the nine months ended September 30, 2013, the pro forma consolidated information excluded a $77 million gain on the sale of MMR oil and gas properties because of the application of the full cost method of accounting.
NOTE 3. EARNINGS PER SHARE
FCX’s basic net income per share of common stock was computed by dividing net income attributable to FCX common stockholders by the weighted-average of common stock outstanding during the period. Diluted net income per share of common stock was computed using the most dilutive of (a) the two-class method or (b) the treasury stock method. Under the two-class method, net income is allocated to each class of common stock and participating securities as if all of the earnings for the period had been distributed. FCX’s participating securities consist of vested restricted stock units (RSUs) for which the underlying common shares are not yet issued and entitle holders to non-forfeitable dividends.
The following table sets forth the computation of basic and diluted net income per share (in millions, except per share amounts):
|
| | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended | |
| September 30, | | September 30, | |
| 2014 | | 2013 | | 2014 | | 2013 | |
Net income | $ | 704 |
| | $ | 1,048 |
| | $ | 1,990 |
| | $ | 2,482 |
| |
Net income attributable to noncontrolling interests | (142 | ) | | (218 | ) | | (416 | ) | | (519 | ) | |
Preferred dividends on redeemable noncontrolling interest | (10 | ) | | (9 | ) | | (30 | ) | | (12 | ) | |
Undistributed earnings allocable to participating securities | (2 | ) | | — |
| | (4 | ) | | — |
| |
Net income allocable to FCX common stockholders | $ | 550 |
| | $ | 821 |
| | $ | 1,540 |
| | $ | 1,951 |
| |
| | | | | | | | |
Basic weighted-average shares of common stock outstanding | 1,039 |
| | 1,038 |
| | 1,039 |
| | 989 |
| |
Add shares issuable upon exercise or vesting of dilutive stock options and RSUs | 7 |
| a | 5 |
| | 6 |
| a | 4 |
| |
Diluted weighted-average shares of common stock outstanding | 1,046 |
| | 1,043 |
| | 1,045 |
| | 993 |
| |
| | | | | | | | |
Basic net income per share attributable to FCX common stockholders | $ | 0.53 |
| | $ | 0.79 |
| | $ | 1.48 |
| | $ | 1.97 |
| |
Diluted net income per share attributable to FCX common stockholders | $ | 0.53 |
| | $ | 0.79 |
| | $ | 1.47 |
| | $ | 1.96 |
| |
| |
a. | Excluded shares of common stock associated with outstanding stock options with exercise prices less than the average market price of FCX's common stock that were anti-dilutive totaled approximately 5 million for third-quarter 2014 and 3 million for the nine months ended September 30, 2014. |
Outstanding stock options with exercise prices greater than the average market price of FCX’s common stock during the period are excluded from the computation of diluted net income per share of common stock. Excluded stock options totaled 25 million with a weighted-average exercise price of $42.34 per option for third-quarter 2014, 28 million with a weighted-average exercise price of $41.42 per option for the nine months ended September 30, 2014, 34 million with a weighted-average exercise price of $40.11 per option for third-quarter 2013 and 32 million with a weighted-average exercise price of $40.63 per option for the nine months ended September 30, 2013.
NOTE 4. INVENTORIES, INCLUDING LONG-TERM MILL AND LEACH STOCKPILES
The components of inventories follow (in millions):
|
| | | | | | | | |
| September 30, 2014 | | December 31, 2013 | |
Current inventories: | | | | |
Raw materials (primarily concentrates) | $ | 335 |
| | $ | 238 |
| |
Work-in-processa | 129 |
| | 199 |
| |
Finished goodsb | 1,115 |
| | 1,146 |
| |
Total product inventories | $ | 1,579 |
| | $ | 1,583 |
| |
| | | | |
Mill stockpiles | $ | 126 |
| | $ | 91 |
| |
Leach stockpiles | 1,841 |
| | 1,614 |
| |
Total current mill and leach stockpiles | $ | 1,967 |
| | $ | 1,705 |
| |
| | | | |
Total materials and supplies, netc | $ | 1,943 |
| | $ | 1,730 |
| |
| | | | |
Long-term inventories: | | | | |
Mill stockpiles | $ | 787 |
| | $ | 698 |
| |
Leach stockpiles | 1,782 |
| | 1,688 |
| |
Total long-term mill and leach stockpilesd | $ | 2,569 |
| | $ | 2,386 |
| |
| |
a. | FCX's mining operations also have work-in-process inventories that are reflected as mill and leach stockpiles. |
| |
b. | Primarily included molybdenum concentrates; copper concentrates, anodes, cathodes and rod; and various cobalt products. |
| |
c. | Materials and supplies inventory was net of obsolescence reserves totaling $22 million at September 30, 2014, and $24 million at December 31, 2013. |
| |
d. | Estimated metals in stockpiles not expected to be recovered within the next 12 months. |
NOTE 5. INCOME TAXES
Variations in the relative proportions of jurisdictional income result in fluctuations to FCX’s consolidated effective income tax rate. Geographic sources of FCX's provision for income taxes follow (in millions):
|
| | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended | |
| September 30, | | September 30, | |
| 2014 | | 2013 | | 2014 | | 2013 | |
U.S. operations | $ | 38 |
| | $ | 104 |
| a | $ | 323 |
| b | $ | 85 |
| a |
International operations | 311 |
| c | 395 |
| | 711 |
| c | 882 |
| |
Total | $ | 349 |
| | $ | 499 |
| | $ | 1,034 |
| | $ | 967 |
| |
| |
a. | As a result of second-quarter 2013 oil and gas acquisitions, FCX recognized a net tax benefit of $183 million, consisting of income tax benefits of $190 million associated with net reductions in FCX's valuation allowances and $69 million related to the release of the deferred tax liability on PXP's investment in MMR common stock; partially offset by income tax expense of $76 million associated with the write off of deferred tax assets related to environmental liabilities. |
| |
b. | Included a $62 million charge for deferred taxes recorded in connection with the allocation of goodwill to the sale of the Eagle Ford shale assets. |
| |
c. | Included a $54 million charge related to changes in Chilean tax rules. |
FCX’s consolidated effective income tax rate was 34 percent for the first nine months of 2014 and 33 percent for the first nine months of 2013, excluding the net benefit of $183 million for acquisition-related adjustments.
NOTE 6. DEBT AND EQUITY TRANSACTIONS
In September 2014, FCX announced the planned redemption of the $400 million outstanding aggregate principal amount of its 8.625% Senior Notes due 2019. On October 15, 2014, the redemption date, these senior notes had a book value of $441 million, which included purchase accounting fair value adjustments of $41 million. Holders of these senior notes received the principal amount together with the redemption premium and accrued and unpaid interest to the redemption date. As a result of this redemption, FCX will report a gain on early extinguishment of debt of $24 million in fourth-quarter 2014.
In July 2014, FCX redeemed $1.7 billion of the aggregate principal amount of outstanding senior notes, which included $263 million for the 6.125% Senior Notes due 2019, $525 million for the 6½% Senior Notes due 2020, $350 million for the 6.75% Senior Notes due 2022 and $525 million for the 6.875% Senior Notes due 2023. At the redemption date, these senior notes had a book value of $1.8 billion, which included purchase accounting fair value adjustments of $167 million. In accordance with the terms of these senior notes, the redemptions were funded with cash contributions to FM O&G by FCX in exchange for additional equity, which is eliminated in the consolidated financial statements. Holders of these senior notes received the principal amount together with the redemption premium and accrued and unpaid interest to the redemption date. As a result of these redemptions, FCX recorded a gain on early extinguishment of debt of $58 million in third-quarter 2014.
In May 2014, FCX, PT Freeport Indonesia (PT-FI) and Freeport-McMoRan Oil & Gas LLC (FM O&G LLC, a wholly owned subsidiary of FM O&G and the successor entity of PXP) amended the senior unsecured $3.0 billion revolving credit facility to extend the maturity date one year to May 31, 2019, and increase the aggregate principal amount from $3.0 billion to $4.0 billion, with $500 million available to PT-FI. FCX, PT-FI and FM O&G LLC had entered into the $3.0 billion revolving credit facility on May 31, 2013 (upon completion of the acquisition of PXP). At September 30, 2014, FCX had borrowings of $1.1 billion and $45 million of letters of credit issued under the revolving credit facility, resulting in availability of approximately $2.9 billion, of which $1.5 billion could be used for additional letters of credit.
In April 2014, FCX redeemed $210 million of the aggregate principal amount of the outstanding 6.625% Senior Notes due 2021. In accordance with the terms of the senior notes, the redemption was funded with cash contributions to FM O&G by FCX in exchange for additional equity, which is eliminated in the consolidated financial statements. Holders of these senior notes received the principal amount together with the redemption premium and accrued and unpaid interest to the redemption date. As a result of the redemption, FCX recorded a gain on early extinguishment of debt of $6 million in second-quarter 2014.
In March 2014, Sociedad Minera Cerro Verde S.A.A. (Cerro Verde, FCX's mining subsidiary in Peru) entered into a five-year, $1.8 billion senior unsecured credit facility that is nonrecourse to FCX and the other shareholders of Cerro Verde. The credit facility allows for term loan borrowings up to the full amount of the facility, less any amounts issued and outstanding under a $500 million letter of credit sublimit. Interest on amounts drawn under the term loan is based on London Interbank Offered Rate (LIBOR) plus a spread (currently 1.90 percent) based on Cerro Verde’s total net debt to earnings before interest, taxes, depreciation and amortization (EBITDA) ratio as defined in the agreement. Amounts may be drawn or letters of credit may be issued over a two-year period to fund a portion of Cerro Verde’s expansion project and for Cerro Verde's general corporate purposes. The credit facility amortizes in three installments in amounts necessary for the aggregate borrowings and outstanding letters of credit not to exceed 85 percent of the $1.8 billion commitment on September 30, 2017, 70 percent on March 31, 2018, and 35 percent on September 30, 2018, with the remaining balance due on the maturity date of March 10, 2019. At September 30, 2014, there were no borrowings and no letters of credit issued under Cerro Verde’s credit facility.
FCX recorded a loss on early extinguishment of debt of $45 million in first-quarter 2013 for financing costs incurred for the terminated $9.5 billion acquisition bridge loan facility, which was entered into in December 2012 to provide interim financing for FCX's second-quarter 2013 acquisitions of PXP and MMR.
Consolidated interest expense (excluding capitalized interest) totaled $212 million in third-quarter 2014, $223 million in third-quarter 2013, $661 million for the first nine months of 2014 and $465 million for the first nine months of 2013. Capitalized interest included in property, plant, equipment and mining development costs, net, totaled $34 million in third-quarter 2014, $26 million in third-quarter 2013, $113 million for the first nine months of 2014 and $68 million for the nine months of 2013. Capitalized interest included in oil and gas properties not subject to amortization totaled $20 million in third-quarter 2014, $35 million in third-quarter 2013, $65 million for the first nine months of 2014 and $46 million for the four months from June 1, 2013, to September 30, 2013.
On September 24, 2014, FCX's Board of Directors declared a quarterly dividend of $0.3125 per share, which was paid on November 3, 2014, to common shareholders of record at the close of business on October 15, 2014.
In connection with the second-quarter 2013 acquisition of PXP, FCX issued 91 million shares of its common stock.
NOTE 7. FINANCIAL INSTRUMENTS
FCX does not purchase, hold or sell derivative financial instruments unless there is an existing asset or obligation, or it anticipates a future activity that is likely to occur and will result in exposure to market risks, which FCX intends to offset or mitigate. FCX does not enter into any derivative financial instruments for speculative purposes, but has entered into derivative financial instruments in limited instances to achieve specific objectives. These objectives principally relate to managing risks associated with commodity price changes, foreign currency exchange rates and interest rates.
Commodity Contracts. From time to time, FCX has entered into derivative contracts to hedge the market risk associated with fluctuations in the prices of commodities it purchases and sells. As a result of the acquisition of PXP, FCX assumed a variety of crude oil and natural gas commodity derivatives to hedge the exposure to the volatility of crude oil and natural gas commodity prices. Derivative financial instruments used by FCX to manage its risks do not contain credit risk-related contingent provisions. As of September 30, 2014, and December 31, 2013, FCX had no price protection contracts relating to its mine production. A discussion of FCX’s derivative contracts and programs follows.
Derivatives Designated as Hedging Instruments – Fair Value Hedges
Copper Futures and Swap Contracts. Some of FCX’s U.S. copper rod customers request a fixed market price instead of the Commodity Exchange Inc. (COMEX), a division of the New York Mercantile Exchange (NYMEX), average copper price in the month of shipment. FCX hedges this price exposure in a manner that allows it to receive the COMEX average price in the month of shipment while the customers pay the fixed price they requested. FCX accomplishes this by entering into copper futures or swap contracts. Hedging gains or losses from these copper futures and swap contracts are recorded in revenues. FCX did not have any significant gains or losses during the three-month or nine-month periods ended September 30, 2014 and 2013, resulting from hedge ineffectiveness. At September 30, 2014, FCX held copper futures and swap contracts that qualified for hedge accounting for 54 million pounds at an average contract price of $3.09 per pound, with maturities through December 2015.
A summary of gains (losses) recognized in revenues for derivative financial instruments related to commodity contracts that are designated and qualify as fair value hedge transactions, along with the unrealized gains (losses) on the related hedged item follows (in millions): |
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
Copper futures and swap contracts: | | | | | | | |
Unrealized gains (losses): | | | | | | | |
Derivative financial instruments | $ | (10 | ) | | $ | 16 |
| | $ | (10 | ) | | $ | (2 | ) |
Hedged item – firm sales commitments | 10 |
| | (16 | ) | | 10 |
| | 2 |
|
| | | | | | | |
Realized gains (losses): | | | | | | | |
Matured derivative financial instruments | 1 |
| | (3 | ) | | (3 | ) | | (17 | ) |
Derivatives Not Designated as Hedging Instruments
Embedded Derivatives. As described in Note 1 to FCX's annual report on Form 10-K for the year ended December 31, 2013, under “Revenue Recognition,” certain FCX copper concentrate, copper cathode and gold sales contracts provide for provisional pricing primarily based on the London Metal Exchange (LME) copper price or the COMEX copper price and the London Bullion Market Association (London) gold price at the time of shipment as specified in the contract. Similarly, FCX purchases copper under contracts that provide for provisional pricing. FCX applies the normal purchases and normal sales scope exception in accordance with derivatives and hedge accounting guidance to the host sales agreements since the contracts do not allow for net settlement and always result in physical delivery. Sales and purchases with a provisional sales price contain an embedded derivative (i.e., the price settlement mechanism is settled after the time of delivery) that is required to be bifurcated from the host contract. The host contract is the sale or purchase of the metals contained in the concentrates or cathodes at the then-current LME or COMEX copper price or the London gold price as defined in the contract. Mark-to-market price fluctuations recorded through the settlement date are reflected in revenues for sales contracts and in cost of sales as production and delivery costs for purchase contracts.
A summary of FCX’s embedded commodity derivatives at September 30, 2014, follows:
|
| | | | | | | | | | | | |
| Open Positions | | Average Price Per Unit | | Maturities Through |
| | Contract | | Market | |
Embedded derivatives in provisional sales contracts: | | | | | | | |
Copper (millions of pounds) | 554 |
| | $ | 3.14 |
| | $ | 3.03 |
| | February 2015 |
Gold (thousands of ounces) | 301 |
| | 1,259 |
| | 1,214 |
| | January 2015 |
Embedded derivatives in provisional purchase contracts: | | | | | | | |
Copper (millions of pounds) | 98 |
| | 3.16 |
| | 3.03 |
| | January 2015 |
Crude Oil and Natural Gas Contracts. As a result of the acquisition of PXP, FCX has derivative contracts for 2014 and 2015 that consist of crude oil options and natural gas swaps. These crude oil and natural gas derivatives are not designated as hedging instruments and are recorded at fair value with the mark-to-market gains and losses recorded in revenues.
The crude oil options were entered into by PXP to protect the realized price of a portion of expected future sales in order to limit the effects of crude oil price decreases. At September 30, 2014, these contracts are composed of crude oil put spreads consisting of put options with a floor limit. The premiums associated with put options are deferred until the settlement period. At September 30, 2014, the deferred option premiums and accrued interest associated with the crude oil option contracts totaled $269 million, which was included as a reduction of the fair value of the crude oil options contracts. At September 30, 2014, the outstanding crude oil option contracts, which settle monthly and cover approximately 10 million barrels in the fourth quarter of 2014 and approximately 31 million barrels in 2015, follow:
|
| | | | | | | | | | | | | | | | | | | |
| | | | | | Average Strike Price (per barrel)a | | | | |
Period | | Instrument Type | | Daily Volumes (thousand barrels) | | Floor | | Floor Limit | | Average Deferred Premium (per barrel) | | Index |
| | | | | | | | | | | | |
2014 | | | | | | | | | | | | |
Oct - Dec | | Put optionsb | | 75 |
| | $ | 90 |
| | $ | 70 |
| | $ | 5.74 |
| | Brent |
Oct - Dec | | Put optionsb | | 30 |
| | 95 |
| | 75 |
| | 6.09 |
| | Brent |
Oct - Dec | | Put optionsb | | 5 |
| | 100 |
| | 80 |
| | 7.11 |
| | Brent |
| | | | | | | | | | | | |
2015 | | | | | | | | | | | | |
Jan - Dec | | Put optionsb | | 84 |
| | 90 |
| | 70 |
| | 6.89 |
| | Brent |
| | | | | | | | | | | | |
| |
a. | The average strike prices do not reflect any premiums to purchase the put options. |
| |
b. | If the index price is less than the per barrel floor, FCX receives the difference between the per barrel floor and the index price up to a maximum of $20 per barrel less the option premium. If the index price is at or above the per barrel floor, FCX pays the option premium and no cash settlement is received. |
In addition, at September 30, 2014, outstanding natural gas swaps with a weighted-average fixed swap price of $4.09 per million British thermal units (MMBtu) cover approximately 9 million MMBtu of natural gas, with maturities through December 2014 (on daily volumes of 100,000 MMBtu). If the Henry Hub index price is less than the fixed price, FCX receives the difference between the fixed price and the Henry Hub index price. FCX pays the difference between the index price and the fixed price if the Henry Hub index price is greater than the fixed price.
Copper Forward Contracts. Atlantic Copper, FCX's wholly owned smelting and refining unit in Spain, enters into forward copper contracts designed to hedge its copper price risk whenever its physical purchases and sales pricing periods do not match. These economic hedge transactions are intended to hedge against changes in copper prices, with the mark-to-market hedging gains or losses recorded in cost of sales. At September 30, 2014, Atlantic Copper held net forward copper purchase contracts for 46 million pounds at an average contract price of $3.12 per pound, with maturities through November 2014.
Summary of Gains (Losses). A summary of the realized and unrealized gains (losses) recognized in income before income taxes and equity in affiliated companies’ net earnings for commodity contracts that do not qualify as hedge transactions, including embedded derivatives, follows (in millions): |
| | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2014 | | 2013 | | 2014 | | 2013 |
Embedded derivatives in provisional copper and gold | | | | | | | |
sales contractsa | $ | (99 | ) | | $ | 141 |
| | $ | (184 | ) | | $ | (147 | ) |
Crude oil options and swapsa | 57 |
| | (173 | ) | | (47 | ) | | (227 | ) |
Natural gas swapsa | 7 |
| | 3 |
| | (9 | ) | | 22 |
|
Copper forward contractsb | (4 | ) | | — |
| | 1 |
| | 3 |
|
| |
a. | Amounts recorded in revenues. |
| |
b. | Amounts recorded in cost of sales as production and delivery costs. |
Unsettled Derivative Financial Instruments
A summary of the fair values of unsettled commodity derivative financial instruments follows (in millions):
|
| | | | | | | | |
| | September 30, 2014 | | December 31, 2013 |
Commodity Derivative Assets: | | | | |
Derivatives designated as hedging instruments: | | | | |
Copper futures and swap contractsa | | $ | 1 |
| | $ | 6 |
|
Derivatives not designated as hedging instruments: | | | | |
Embedded derivatives in provisional copper and gold | | | | |
sales/purchase contracts | | 12 |
| | 63 |
|
Total derivative assets | | $ | 13 |
| | $ | 69 |
|
| | | | |
Commodity Derivative Liabilities: | | | | |
Derivatives designated as hedging instruments: | | | | |
Copper futures and swap contractsa | | $ | 5 |
| | $ | — |
|
Derivatives not designated as hedging instruments: | | | | |
Embedded derivatives in provisional copper and gold | | | | |
sales/purchase contracts | | 75 |
| | 16 |
|
Crude oil optionsb | | 182 |
| | 309 |
|
Natural gas swaps | | — |
| | 4 |
|
Copper forward contracts | | 4 |
| | 1 |
|
Total derivative liabilities | | $ | 266 |
| | $ | 330 |
|
| |
a. | FCX paid $6 million to brokers at September 30, 2014, and $1 million at December 31, 2013, for margin requirements (recorded in other current assets). |
| |
b. | Included $269 million at September 30, 2014, and $444 million at December 31, 2013, for deferred premiums and accrued interest. |
FCX's commodity contracts have netting arrangements with counterparties with which the right of offset exists, and it is FCX's policy to offset balances by counterparty on the balance sheet. FCX's embedded derivatives on provisional sales/purchases are netted with the corresponding outstanding receivable/payable balances. A summary of these unsettled commodity contracts that are offset in the balance sheet follows (in millions):
|
| | | | | | | | | | | | | | | | |
| | Assets | | Liabilities |
| | September 30, 2014 | | December 31, 2013 | | September 30, 2014 | | December 31, 2013 |
| | | | | | | | |
Gross amounts recognized: | | | | | | | | |
Commodity contracts: | | | | | | | | |
Embedded derivatives on provisional | | | | | | | | |
sales/purchase contracts | | $ | 12 |
| | $ | 63 |
| | $ | 75 |
| | $ | 16 |
|
Crude oil and natural gas derivatives | | — |
| | — |
| | 182 |
| | 313 |
|
Copper derivatives | | 1 |
| | 6 |
| | 9 |
| | 1 |
|
| | 13 |
| | 69 |
| | 266 |
| | 330 |
|
| | | | | | | | |
Less gross amounts of offset: | | | | | | | | |
Commodity contracts: | | | | | | | | |
Embedded derivatives on provisional | | | | | | | | |
sales/purchase contracts | | — |
| | 10 |
| | — |
| | 10 |
|
Crude oil and natural gas derivatives | | — |
| | — |
| | — |
| | — |
|
Copper derivatives | | 1 |
| | — |
| | 1 |
| | — |
|
| | 1 |
| | 10 |
| | 1 |
| | 10 |
|
| | | | | | | | |
Net amounts presented in balance sheet: | | | | | | | | |
Commodity contracts: | | | | | | | | |
Embedded derivatives on provisional | | | | | | | | |
sales/purchase contracts | | 12 |
| | 53 |
| | 75 |
| | 6 |
|
Crude oil and natural gas derivatives | | — |
| | — |
| | 182 |
| | 313 |
|
Copper derivatives | | — |
| | 6 |
| | 8 |
| | 1 |
|
| | $ | 12 |
| | $ | 59 |
| | $ | 265 |
| | $ | 320 |
|
| | | | | | | | |
Balance sheet classification: | | | | | | | | |
Trade accounts receivable | | $ | 1 |
| | $ | 53 |
| | $ | 60 |
| | $ | — |
|
Other current assets | | — |
| | 6 |
| | — |
| | — |
|
Accounts payable and accrued liabilities | | 11 |
| | — |
| | 169 |
| | 205 |
|
Other liabilities | | — |
| | — |
| | 36 |
| | 115 |
|
| | $ | 12 |
| | $ | 59 |
| | $ | 265 |
| | $ | 320 |
|
Credit Risk. FCX is exposed to credit loss when financial institutions with which FCX has entered into derivative transactions (commodity, foreign exchange and interest rate swaps) are unable to pay. To minimize the risk of such losses, FCX uses counterparties that meet certain credit requirements and periodically reviews the creditworthiness of these counterparties. FCX does not anticipate that any of the counterparties it deals with will default on their obligations. As of September 30, 2014, the maximum amount of credit exposure associated with derivative transactions was $12 million.
Other Financial Instruments. Other financial instruments include cash and cash equivalents, accounts receivable, investment securities, legally restricted funds, accounts payable and accrued liabilities, dividends payable and long-term debt. The carrying value for cash and cash equivalents (which included time deposits of $72 million at September 30, 2014, and $211 million at December 31, 2013), accounts receivable, accounts payable and accrued liabilities, and dividends payable approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 8 for the fair values of investment securities, legally restricted funds and long-term debt).
In addition, FCX has non-detachable warrants, which are considered to be embedded derivative instruments, associated with FM O&G's Plains Offshore Operations Inc. (Plains Offshore) 8% Convertible Preferred Stock (Preferred Stock) (refer to Note 8 for the fair value of these instruments).
NOTE 8. FAIR VALUE MEASUREMENT
Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs). FCX recognizes transfers between levels at the end of the reporting period. FCX did not have any significant transfers in or out of Level 1, 2 or 3 for third-quarter 2014 or for the first nine months of 2014.
A summary of the carrying amount and fair value of FCX’s financial instruments, other than cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and dividends payable (refer to Note 7), follows (in millions):
|
| | | | | | | | | | | | | | | | | | | |
| At September 30, 2014 |
| Carrying | | Fair Value |
| Amount | | Total | | Level 1 | | Level 2 | | Level 3 |
Assets | | | | | | | | | |
Investment securities:a,b,c | | | | | | | | | |
U.S. core fixed income fund | $ | 22 |
| | $ | 22 |
| | $ | — |
| | $ | 22 |
| | $ | — |
|
Money market funds | 20 |
| | 20 |
| | 20 |
| | — |
| | — |
|
Equity securities | 4 |
| | 4 |
| | 4 |
| | — |
| | — |
|
Total | 46 |
| | 46 |
| | 24 |
| | 22 |
| | — |
|
| | | | | | | | | |
Legally restricted funds:a,b,d | | | | | | | | | |
U.S. core fixed income fund | 50 |
| | 50 |
| | — |
| | 50 |
| | — |
|
Government bonds and notes | 35 |
| | 35 |
| | — |
| | 35 |
| | — |
|
Government mortgage-backed securities | 33 |
| | 33 |
| | — |
| | 33 |
| | — |
|
Corporate bonds | 26 |
| | 26 |
| | — |
| | 26 |
| | — |
|
Asset-backed securities | 16 |
| | 16 |
| | — |
| | 16 |
| | — |
|
Money market funds | 8 |
| | 8 |
| | 8 |
| | — |
| | — |
|
Municipal bonds | 1 |
| | 1 |
| | — |
| | 1 |
| | — |
|
Total | 169 |
| | 169 |
| | 8 |
| | 161 |
| | — |
|
| | | | | | | | | |
Derivatives:a,e | | | | | | | | | |
Embedded derivatives in provisional sales/purchase | | | | | | | | | |
contracts in a gross asset position | 12 |
| | 12 |
| | — |
| | 12 |
| | — |
|
Copper futures and swap contracts | 1 |
| | 1 |
| | 1 |
| | — |
| | — |
|
Total | 13 |
| | 13 |
| | 1 |
| | 12 |
| | — |
|
| | | | | | | | | |
Total assets | | | $ | 228 |
| | $ | 33 |
| | $ | 195 |
| | $ | — |
|
| | | | | | | | | |
Liabilities | | | | | | | | | |
Derivatives:a,e | | | | | | | | | |
Embedded derivatives in provisional sales/purchase | | | | | | | | | |
contracts in a gross liability position | $ | 75 |
| | $ | 75 |
| | $ | — |
| | $ | 75 |
| | $ | — |
|
Crude oil options | 182 |
| | 182 |
| | — |
| | — |
| | 182 |
|
Copper futures and swap contracts | 5 |
| | 5 |
| | 5 |
| | — |
| | — |
|
Copper forward contracts | 4 |
| | 4 |
| | 2 |
| | 2 |
| | — |
|
Total | 266 |
| | 266 |
| | 7 |
| | 77 |
| | 182 |
|
| | | | | | | | | |
Long-term debt, including current portionf | 19,737 |
| | 19,882 |
| | — |
| | 19,882 |
| | — |
|
| | | | | | | | | |
Total liabilities | | | $ | 20,148 |
| | $ | 7 |
| | $ | 19,959 |
| | $ | 182 |
|
|
| | | | | | | | | | | | | | | | | | | |
| At December 31, 2013 |
| Carrying | | Fair Value |
| Amount | | Total | | Level 1 | | Level 2 | | Level 3 |
Assets | | | | | | | | | |
Investment securities:a,b | | | | | | | | | |
U.S. core fixed income fund | $ | 21 |
| | $ | 21 |
| | $ | — |
| | $ | 21 |
| | $ | — |
|
Money market funds | 18 |
| | 18 |
| | 18 |
| | — |
| | — |
|
Equity securities | 5 |
| | 5 |
| | 5 |
| | — |
| | — |
|
Total | 44 |
| | 44 |
| | 23 |
| | 21 |
| | — |
|
| | | | | | | | | |
Legally restricted funds:a,b,d | | | | | | | | | |
U.S. core fixed income fund | 48 |
| | 48 |
| | — |
| | 48 |
| | — |
|
Government mortgage-backed securities | 34 |
| | 34 |
| | — |
| | 34 |
| | — |
|
Corporate bonds | 28 |
| | 28 |
| | — |
| | 28 |
| | — |
|
Government bonds and notes | 28 |
| | 28 |
| | — |
| | 28 |
| | — |
|
Money market funds | 28 |
| | 28 |
| | 28 |
| | — |
| | — |
|
Asset-backed securities | 15 |
| | 15 |
| | — |
| | 15 |
| | — |
|
Municipal bonds | 1 |
| | 1 |
| | — |
| | 1 |
| | — |
|
Total | 182 |
| | 182 |
| | 28 |
| | 154 |
| | — |
|
| | | | | | | | | |
Derivatives:a,e | | | | | | | | | |
Embedded derivatives in provisional sales/purchase | | | | | | | | | |
contracts in a gross asset position | 63 |
| | 63 |
| | — |
| | 63 |
| | — |
|
Copper futures and swap contracts | 6 |
| | 6 |
| | 5 |
| | 1 |
| | — |
|
Total | 69 |
| | 69 |
| | 5 |
| | 64 |
| | — |
|
| | | | | | | | | |
Total assets | | | $ | 295 |
| | $ | 56 |
| | $ | 239 |
| | $ | — |
|
| | | | | | | | | |
Liabilities | | | | | | | | | |
Derivatives:a | | | | | | | | | |
Embedded derivatives in provisional sales/purchase | | | | | | | | | |
contracts in a gross liability positione | $ | 16 |
| | $ | 16 |
| | $ | — |
| | $ | 16 |
| | $ | — |
|
Crude oil optionse | 309 |
| | 309 |
| | — |
| | — |
| | 309 |
|
Natural gas swapse | 4 |
| | 4 |
| | — |
| | 4 |
| | — |
|
Copper forward contractse | 1 |
| | 1 |
| | 1 |
| | — |
| | — |
|
Plains Offshore warrantsg | 2 |
| | 2 |
| | — |
| | — |
| |