Amended Current Report Filing (8-k/a)
10 November 2014 - 2:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 10, 2014 (June 3, 2013)
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-11307-01 |
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74-2480931 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
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333 North Central Avenue
Phoenix, AZ |
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85004-2189 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (602) 366-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
As previously disclosed, Freeport-McMoRan Inc. (FCX) completed the transactions contemplated by the Agreement and Plan of Merger, dated as of
December 5, 2012, by and among Plains Exploration & Production Company (PXP), FCX, and Freeport-McMoRan Oil & Gas LLC (a wholly owned subsidiary of FCX) (the PXP Acquisition). This current report on
Form 8-K/A (Amendment No. 2) amends and supplements the Current Report on Form 8-K filed with the Securities and Exchange Commission (the SEC) by FCX on June 3, 2013, as amended by the Current Report on Form 8-K/A
filed with the SEC by FCX on August 13, 2013 (Amendment No. 1). This Amendment No. 2 is being filed to update the unaudited pro forma condensed combined statement of income of FCX previously provided related to the PXP
Acquisition. Amendment No. 1 provided a pro forma income statement for the three months ended March 31, 2013, and this Amendment No. 2 provides a pro forma income statement for the year ended December 31, 2013. In addition, Part
II, Item 9A of PXPs Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed on February 21, 2013, Commission File No. 001-31470, is incorporated by reference into this Amendment No. 2. No other amendments to the Form
8-K, as amended, are being made by this Amendment No. 2.
References in this current report to us, we, our, the
Company or FCX are to Freeport-McMoRan Inc.
Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
Refer to Item 9.01 for amendments made regarding updating the
unaudited pro forma condensed combined statement of income of FCX previously provided related to the PXP Acquisition.
Item 9.01. |
Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
Managements report on internal control over financial reporting is incorporated herein by reference to Part II, Item 9A of PXPs Annual Report on Form 10-K
for the fiscal year ended December 31, 2012, as filed on February 21, 2013, Commission File No. 001-31470.
(b) Pro Forma Financial Information.
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The unaudited pro forma condensed combined statement of income of FCX for the year ended December 31, 2013 and the notes thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
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(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Freeport-McMoRan Inc. |
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By: |
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/s/ C. Donald Whitmire, Jr. |
Name: |
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C. Donald Whitmire, Jr. |
Title: |
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Vice President and Controller - Financial Reporting |
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(authorized signatory and Principal Accounting
Officer) |
Date: November 10, 2014
EXHIBIT INDEX
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EXHIBIT NUMBER |
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DESCRIPTION |
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Exhibit 99.1 |
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Unaudited pro forma condensed combined statement of income of Freeport-McMoRan Inc. for the year ended December 31, 2013. |
Exhibit 99.1
Freeport-McMoRan Inc.
UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2013
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
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Historical(1) |
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PXP |
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Adjustments |
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FCX |
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First Quarter |
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April 1 to May 31 |
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Conforming(2) |
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Pro Forma(3) |
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Combined |
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Revenues |
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$ |
20,921 |
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$ |
1,232 |
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$ |
810 |
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$ |
(25 |
) |
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$ |
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$ |
22,938 |
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Cost of sales: |
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Production and delivery |
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11,840 |
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248 |
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158 |
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26 |
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(18 |
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A |
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12,254 |
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Depreciation, depletion and amortization |
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2,797 |
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541 |
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349 |
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(29 |
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(38 |
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B |
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3,620 |
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Total cost of sales |
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14,637 |
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789 |
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507 |
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(3 |
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(56 |
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15,874 |
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Other operating costs and expenses |
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933 |
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46 |
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281 |
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(9 |
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(472 |
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C |
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779 |
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Total costs and expenses |
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15,570 |
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835 |
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788 |
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(12 |
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(528 |
) |
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16,653 |
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Operating income (loss) |
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5,351 |
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397 |
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22 |
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(13 |
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528 |
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6,285 |
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Interest expense, net |
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(518 |
) |
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(141 |
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(91 |
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(12 |
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13 |
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D |
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(703 |
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46 |
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E |
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Losses on early extinguishment of debt |
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(35 |
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(18 |
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(119 |
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182 |
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F |
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10 |
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Gain on investment in McMoRan Exploration Co. |
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128 |
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128 |
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Other (expense) income, net |
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(13 |
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(186 |
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191 |
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25 |
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(30 |
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G |
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(13 |
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Income before income taxes and equity in affiliated companies net earnings |
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4,913 |
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52 |
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3 |
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739 |
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5,707 |
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(Provision for) benefit from income taxes |
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(1,475 |
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(20 |
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4 |
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(451 |
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H |
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(1,942 |
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Equity in affiliated companies net earnings |
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3 |
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12 |
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G |
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15 |
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Net income |
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3,441 |
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32 |
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7 |
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300 |
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3,780 |
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Net income and preferred dividends attributable to noncontrolling interests |
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(783 |
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(9 |
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(9 |
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(801 |
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Net income attributable to common stockholders |
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$ |
2,658 |
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$ |
23 |
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$ |
(2 |
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$ |
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$ |
300 |
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$ |
2,979 |
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Net income per share attributable to common stockholders: |
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Basic |
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$ |
2.65 |
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$ |
2.86 |
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Diluted |
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$ |
2.64 |
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$ |
2.85 |
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Weighted-average common shares outstanding: |
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Basic |
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1,002 |
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1,041 |
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Diluted |
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1,006 |
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1,045 |
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COMBINATION OF FCX AND PXP
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
(1) |
Historical Financial Information |
FCXs historical financial information has been derived
from its annual report on Form 10-K for the year ended December 31, 2013. PXPs historical information has been derived from its quarterly report on Form 10-Q for the period ended March 31, 2013 (first quarter), and from its books and
records for the April 1, 2013, to May 31, 2013, period.
(2) |
Conforming Adjustments |
Certain of PXPs historical balances have been adjusted to conform to
FCXs presentation, including the reclassification of PXPs gains and losses on mark-to-market oil and gas derivative contracts to revenues.
(3) |
Pro Forma Adjustments |
The following pro forma adjustments for the pro forma condensed combined
statement of income for the year ended December 31, 2013, are primarily based on the estimated fair value adjustments made to the assets acquired and liabilities assumed.
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A. |
Adjustments to accretion on assumed asset retirement obligations. |
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B. |
Adjustments to depreciation, depletion and amortization expense primarily reflect updated reserve estimates and depletion rates for oil and gas properties subject to depletion. The pro forma depletion rate was $32.32
per barrel of oil equivalents for the year. |
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C. |
Adjustment to reverse transaction costs related to the merger that were recorded in FCXs and PXPs historical results. |
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D. |
Net adjustments to interest expense primarily relate to interest associated with the $6.5 billion of senior notes and the adjustment to fair value of the assumed PXP debt obligations. |
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E. |
Adjustments reflect pro forma capitalized interest related to the interest adjustments described above in Note D, and adjustments to oil and gas properties not subject to depletion. |
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F. |
Adjustment to reverse losses on early extinguishment of debt in PXPs historical information and to reverse FCXs losses on early extinguishment of debt associated with the termination of the bridge loan
facilities for the PXP acquisition. |
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G. |
PXP owned 51 million shares of MMR common stock and historically elected to measure this equity investment at fair value, with changes in fair value recognized as a component of other (expense) income, net, in the
statement of income. For purposes of the Pro Forma Condensed Combined Statement of Income, FCX has recorded the equity investment in MMR under the equity method of accounting. Accordingly, adjustments were made to (i) reverse the income
statement effects recorded by PXP under the fair value option and (ii) to record the equity in MMR losses under the equity method of accounting. |
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H. |
The pro forma adjustment for income taxes reflects the incremental income taxes necessary to achieve an effective income tax rate of 34 percent on a combined basis. |
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