<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1996 Commission File Number 1-10040
-------------------- -------
CYPRUS AMAX MINERALS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2684040
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9100 East Mineral Circle, Englewood, Colorado 80112
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 643-5000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
No Change
- --------------------------------------------------------------------------------
(Former name, address, and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
---
Number of shares of common stock outstanding as of November 12, 1996, was
93,236,952 shares.
This report contains 23 pages.
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<PAGE>
PART I. FINANCIAL INFORMATION
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
- ------------------------------
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUE $ 665 $ 786 $ 2,090 $ 2,468
COSTS AND EXPENSES
Cost of Sales 505 487 1,528 1,610
Selling and Administrative Expenses 31 42 90 110
Depreciation, Depletion, and Amortization 84 69 229 224
Write-downs - 445 - 445
Exploration Expense 9 8 26 22
--------- ---------- -------- ---------
TOTAL COSTS AND EXPENSES 629 1,051 1,873 2,411
--------- ---------- -------- ---------
INCOME/(LOSS) FROM OPERATIONS 36 (265) 217 57
OTHER INCOME (EXPENSE)
Interest Income 7 7 19 18
Interest Expense (50) (37) (137) (99)
Capitalized Interest 23 11 64 26
Equity Investments and Other 2 2 4 6
--------- ---------- -------- ---------
INCOME/(LOSS) BEFORE INCOME TAXES AND
MINORITY INTEREST 18 (282) 167 8
Income Tax (Provision) Benefit (4) 78 (38) 16
Minority Interest - 1 - 4
--------- ---------- -------- ----------
NET INCOME/(LOSS) 14 (203) 129 28
Preferred Stock Dividends (5) (5) (14) (14)
--------- ---------- -------- ----------
INCOME/(LOSS) APPLICABLE TO COMMON SHARES $ 9 $ (208) $ 115 $ 14
========= ========== ======== ==========
EARNINGS/(LOSS) PER COMMON SHARE
Primary $ .10 $ (2.23) $ 1.23 $ .15
Fully Diluted $ .10/(1)/ $ (2.23)/(1)/ $ 1.23/(1)/ $ .15/(1)/
AVERAGE COMMON SHARES OUTSTANDING
Primary 93.2 92.9 93.2 92.9
Fully Diluted 102.9 102.8 102.9 102.7
</TABLE>
See accompanying notes to financial statements.
/(1)/Fully diluted earnings/(loss) per share were less than 3 percent dilutive.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(IN MILLIONS EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
ASSETS 1996 1995
------------- -------------
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 163 $ 191
Accounts and Notes Receivable, Net 316 320
Inventories 500 447
Prepaid Expenses 128 119
Deferred Income Taxes - 13
-------- --------
Total Current Assets 1,107 1,090
PROPERTIES - At Cost, Net 5,217 4,601
OTHER ASSETS 506 505
-------- --------
Total Assets $ 6,830 $ 6,196
======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-Term Debt $ 504 $ 109
Current Portion of Long-Term Debt 66 63
Accounts Payable 131 157
Accrued Payroll and Benefits 97 98
Accrued Royalties and Interest 61 55
Accrued Closure, Reclamation and Environmental 57 63
Other Accrued Liabilities 115 115
Taxes Payable, Other Than Income Taxes 63 58
Income Taxes Payable 52 61
Dividends Payable 19 19
-------- --------
Total Current Liabilities 1,165 798
-------- --------
NONCURRENT LIABILITIES AND DEFERRED CREDITS
Long-Term Debt 1,974 1,734
Capital Lease Obligations 137 143
Deferred Employee and Retiree Benefits 414 412
Deferred Closure, Reclamation, and Environmental 304 348
Deferred Income Taxes 82 58
Other 152 170
-------- --------
Total Noncurrent Liabilities and Deferred Credits 3,063 2,865
-------- --------
MINORITY INTEREST 170 168
SHAREHOLDERS' EQUITY
Preferred Stock, $1 Par Value,
20,000,000 Shares Authorized:
$4.00 Series A Convertible Stock, $50 Stated Value,
4,666,667 Authorized, 4,664,318 and 4,664,783 Issued
and Outstanding in 1996 and 1995 5 5
Series A Preferred Stock, 1,500,000 Shares
Authorized, None Issued or Outstanding - -
Common Stock, Without Par Value,
150,000,000 Shares Authorized,
Issued 96,031,111 in 1996 and 96,030,198 in 1995 1 1
Paid-In Surplus 2,952 2,956
Accumulated Deficit (405) (465)
Foreign Currency Translation Adjustment 4 2
-------- --------
2,557 2,499
Treasury Stock at Cost, 2,810,077 Shares in 1996
and 3,066,615 Shares in 1995 (65) (70)
Loan to Savings Plan (60) (64)
-------- --------
Total Shareholders' Equity 2,432 2,365
-------- --------
Total Liabilities and Shareholders' Equity $ 6,830 $ 6,196
======== ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(IN MILLIONS)
<TABLE>
<CAPTION>
(Unaudited)
Nine Months
Ended September 30,
---------------------
1996 1995
---------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 129 $ 28
Depreciation, Depletion, and Amortization 229 224
Write-downs - 445
Deferred Income Taxes 40 (110)
Gain on Sale of Assets (18) (11)
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold (168) (71)
Other 21 26
--------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 233 531
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (710) (587)
Payments for Businesses Purchased (70) -
Capitalized Interest (64) (26)
Advances to and Investments in Affiliates (10) (154)
Proceeds from Sale of Assets 36 31
Cash Effect of Consolidating Amax Gold - 37
--------- -------
NET CASH USED FOR INVESTING ACTIVITIES (818) (699)
--------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from Issuance of Long-Term Debt 285 422
Net Borrowings on Short-Term Debt 531 110
Payments on Short-Term Debt (134) -
Payments on Debt and Other Obligations (52) (269)
Proceeds from Issuance of Stock for Employee Benefits 1 3
Dividends Paid (69) (69)
Dividends to Minority Interests (5) (5)
--------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 557 192
--------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (28) 24
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 191 139
--------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 163 $ 163
========= =======
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
- ------------------------------
The accompanying interim unaudited financial statements include all adjustments
which are, in the opinion of management, necessary for a fair presentation.
Results for any interim period are not necessarily indicative of the results
that may be achieved in future periods. The financial information as of this
interim date should be read in conjunction with the financial statements and
notes thereto contained in Cyprus Amax's Annual Report on Form 10-K for the year
ended December 31, 1995.
NOTE 2. INVENTORIES
- --------------------
Inventories detailed by component are summarized below (in millions):
<TABLE>
<CAPTION>
(Unaudited)
September 30, December 31,
1996 1995
-------------- ------------
<S> <C> <C>
Component
In-Process Ores, Concentrates,
and Other $ 238 $ 212
Finished Goods 170 156
Materials and Supplies 92 79
------ ------
$ 500 $ 447
====== ======
</TABLE>
NOTE 3. FAIR VALUE OF FINANCIAL INSTRUMENTS
- --------------------------------------------
The estimated fair values for financial instruments under SFAS No. 107,
"Disclosures About Fair Value of Financial Instruments," are made at discrete
points in time based on relevant market information. These estimates involve
uncertainties and cannot be determined with precision. At September 30, 1996,
the net carrying value of financial instruments approximated a $1,549 million
liability, whereas the fair value approximated a $1,496 million liability. The
difference in fair value is primarily due to the volatility in the copper market
and a decrease in copper prices which have increased the value of the copper
price protection programs, offset by lower interest rates as of September 30,
1996, compared to rates on the Company's debt.
NOTE 4. CONTINGENCIES
- ----------------------
Cyprus Tohono Mining Company was informed in late 1995 by the office of the
Assistant U.S. Attorney in Tucson, Arizona that an action was being considered
under federal environmental laws against Cyprus Tohono Corporation and certain
of its employees. The facts giving rise to this matter involved a break in the
process line at Tohono occurring in 1992. It is not possible to state with
reasonable certainty at this time what action will be taken by the government.
In April 1994, Cyprus Amax was notified by the Department of Justice ("DOJ")
that the government would seek civil penalties for alleged violations of the
Federal Clean Water Act in the operation of Cyprus Amax's Bagdad, Miami, and
Sierrita mines in Arizona. Consent Decrees have been entered and civil penalties
paid resolving the alleged violations.
Cyprus Miami and other companies, in conjunction with the Arizona Department of
Environmental Quality's Water Quality Assurance Revolving Fund program,
continued remediation and assessment of groundwater quality at Pinal Creek near
Miami, Arizona. The ongoing program, initiated in 1989, has resulted in
continued
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<PAGE>
improvement of subsurface water quality in the area. While the adequacy of
current remedial efforts and the allocation of expenditures among responsible
parties will not be known until the assessment phase is completed or beyond, the
1993 completion of risk assessment studies allowed further definition of
probable costs for continued study and ongoing treatment. Cyprus Miami also is a
defendant in a lawsuit brought by certain Miami and Globe area landowners
claiming damages relating to allegedly impaired ground water quality in the
Pinal Creek area. It is not possible at this time to reasonably estimate a loss,
if any, that may result from the lawsuit because of the preliminary nature of
discovery in the case and because of the preliminary status of the related
ongoing remedial assessment. A reasonable estimate of any future material
obligations, if any, is expected to be possible in 1997.
At September 30, 1996, Cyprus Amax had accruals of approximately $361 million
for expected future mine closure, reclamation, and environmental remediation
liabilities. Total reclamation costs for Cyprus Amax at the end of current mine
lives are estimated at about $550 million. Additionally, the cost range of
reasonably possible outcomes for sites where remediation costs are estimable is
from $60 million to $250 million of which approximately $70 million is included
as a component of the above reserve. Work on these sites is expected to be
substantially completed in the next several years, subject to the inherent
delays involved in the process. Remediation costs that could not be reasonably
estimated at September 30, 1996, are not expected to have a material impact on
the financial condition and ongoing operations of the Company.
NOTE 5. INFORMATION BY INDUSTRY SEGMENT
- ----------------------------------------
Cyprus Amax operates in three principal industry segments--Copper/Molybdenum,
Coal, and Other--which supply mineral products primarily to the construction,
automobile, steel, and utility industries and gold to banks and other bullion
dealers. The financial information for these segments is presented below (in
millions):
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
Three Months Nine Months
Ended September 30, Ended September 30,
--------------------- --------------------
1996 1995 1996 1995
------- -------- -------- --------
<S> <C> <C> <C> <C>
Segment Revenue
Copper/Molybdenum $ 290 $ 403 $ 987 $1,346
Coal 324 334 935 978
Other 51 49 168 144
------ ------- ------- --------
$ 665 $ 786 $2,090 $2,468
====== ======= ======= =========
Segment Income/(Loss)
Copper/Molybdenum $ 31 $ 166 $ 188 $ 464
Coal 23 (412) 66 (343)
Other (3) (6) 4 (22)
------- ------ ------ ------
$ 51 $(252) $ 258 $ 99
Corporate (15) (13) (41) (42)
Interest, Net (20) (19) (54) (55)
Equity Investments and Other 2 2 4 6
------ ----- ------ ------
Income/(Loss) Before Income Taxes and
Minority Interest 18 (282) 167 8
Income Tax (Provision)/Benefit (4) 78 (38) 16
Minority Interest - 1 - 4
------ ----- ------ ------
Net Income/(Loss) $ 14 $(203) $ 129 $ 28
====== ===== ====== ======
</TABLE>
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<PAGE>
REVIEW BY INDEPENDENT ACCOUNTANTS
- ---------------------------------
The financial information as of September 30, 1996, and for the three-month and
nine-month periods ended September 30, 1996 and 1995, included in Part I
pursuant to Rule 10-01 of Regulation S-X has been reviewed by Price Waterhouse
LLP, the Company's independent accountants, in accordance with standards
established by the American Institute of Certified Public Accountants. Price
Waterhouse LLP's report is included as page 8 of this quarterly report.
Price Waterhouse LLP does not carry out any significant or additional audit
tests beyond those which would have been necessary if its report had not been
included in this quarterly report. Accordingly, such report is not a "report"
or "part of a registration statement" within the meaning of Sections 7 and 11 of
the Securities Act of 1933 and the liability provisions of Section 11 of such
Act do not apply.
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<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholders of Cyprus Amax Minerals Company
We have reviewed the accompanying consolidated balance sheet of Cyprus Amax
Minerals Company and its subsidiaries as of September 30, 1996, and the related
consolidated statements of operations and of cash flows for the three-month and
nine-month periods ended September 30, 1996 and 1995. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1995, and the related
consolidated statements of operations, of shareholders' equity, and of cash
flows for the year then ended (not presented herein), and in our report dated
February 14, 1996, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated balance sheet information as of December 31, 1995, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ Price Waterhouse LLP
Denver, Colorado
November 13, 1996
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- -------------------------------------------------------------------------
FINANCIAL CONDITION
- -------------------
RESULTS OF OPERATIONS
- ---------------------
CYPRUS AMAX MINERALS COMPANY reported 1996 third quarter consolidated net
earnings of $14 million, or 10 cents per share, on revenue of $665 million,
compared with 1995 earnings for the quarter, excluding write-downs, of $135
million, or $1.41 per share, on revenue of $786 million. Lower third quarter
1996 earnings largely were attributable to lower copper and molybdenum
realizations, and lower coal results. Including the write-downs, Cyprus Amax
reported a 1995 third quarter loss of $203 million, or $2.23 fully diluted loss
per share.
<TABLE>
<CAPTION>
Three Months Nine Months
SELECTED RESULTS Ended September 30, Ended September 30,
--------------------- -----------------------
(In millions except per share data) 1996 1995 1996 1995
--------- ---------- --------- -----------
<S> <C> <C> <C> <C>
Revenue $ 665 $ 786 $ 2,090 $ 2,468
Net Income/(Loss) $ 14 $ (203) $ 129 $ 28
Earnings/(Loss) Per Share $ .10 $ (2.23) $ 1.23 $ .15
NOTE: SUPPLEMENTAL DATA (In millions)
Write-downs, Net of Tax $ - $ (338) $ - $ (338)
Net Income Excluding Write-downs $ 14 $ 135 $ 129 $ 366
Earnings Per Share Excluding Write-downs $ .10 $ 1.41 $ 1.23 $ 3.79
</TABLE>
The 1996 third quarter revenue of $665 million was down $121 million from the
comparable 1995 quarter primarily because of 42 cents per pound lower copper
realizations and $1.86 per pound lower molybdenum realizations.
For the first nine months of 1996, Cyprus Amax earned $129 million, or $1.23 per
share, compared with 1995 earnings for the period of $366 million excluding
write-downs, or $3.79 per share. Including the write-downs, Cyprus Amax
reported earnings of $28 million, or 15 cents fully diluted earnings per share,
for the first nine months of 1995.
Segment income is earnings before corporate overhead, interest, equity and
other, income taxes, and minority interest.
COPPER/MOLYBDENUM
<TABLE>
<CAPTION> Three Months Nine Months
Ended September 30, Ended September 30,
---------------------- ---------------------------
SELECTED RESULTS (In millions) 1996 1995 1996 1995
-------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Revenue $ 290 $ 403 $ 987 $ 1,346
Segment Operating Income $ 31 $ 166 $ 188 $ 464
</TABLE>
Copper/Molybdenum earned $31 million during the third quarter compared with
earnings of $166 million in the 1995 period. Earnings decreased due to lower
copper and molybdenum realizations. Also, lower molybdenum realizations
increased costs of copper sold by 26 cents per pound through lower molybdenum
by-product credits.
Third quarter copper realizations averaged 93 cents per pound, 42 cents lower
than the similar quarter of 1995. Cyprus Amax has price protection programs in
place which will ensure a minimum net average realization on an LME basis of 91
cents per pound on 185 million pounds for the fourth quarter of 1996, and
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<PAGE>
96 cents per pound on 550 million pounds for 1997. Through November 12, 1996,
Cyprus Amax has sold 151 million pounds of 1997 copper price protection
contracts generating $21 million of proceeds, which will increase copper
realizations and income during the periods to which the original contracts were
applicable. Periodically Cyprus Amax may elect to sell or buy copper price
protection contracts to mitigate the risk of metal price declines on a portion
of its future copper sales. Additionally, the price protection program for El
Abra ensures a minimum net average realization on an LME basis of 90 cents in
1997 on approximately 400 million pounds with a cap of $1.25 per pound on
approximately 145 million pounds. Cyprus Amax's share of El Abra is 51 percent.
<TABLE>
<CAPTION>
Three Months Nine Months
SELECTED OPERATING DATA Ended September 30, Ended September 30,
------------------- -------------------
(In millions except as noted) 1996 1995 1996 1995
------ -------- -------- ------
<S> <C> <C> <C> <C>
Produced Copper Sold, Pounds 195 178 548 537
Copper Production, Pounds 195 175 552 502
Copper Sales Volume, Pounds 216 199 650 626
Average Copper Realization, $/Pound $ .93 $1.35 $1.06 $1.34
Cost of Sales, $/Pound $ .82 $ .56 $ .80 $ .69
Net Cash Cost, $/Pound $ .71 $ .66 $ .71 $ .54
Full Cost, $/Pound $ .81 $ .75 $ .80 $ .63
Bagdad
------
Production - Pounds 60 52 168 152
Material Mined - Tons 18.3 15.1 50.8 46.4
Ore Mined - Tons 7.4 7.3 22.9 22.8
Stripping Ratio 1.47 1.07 1.22 1.04
Ore Milled - Tons 7.4 7.0 22.3 21.6
Ore Grade - % .41 .39 .39 .39
Miami
-----
Production - Pounds 36 33 105 90
Material Mined - Tons 25.0 25.1 76.4 67.3
Ore Mined - Tons 8.2 9.0 23.1 24.8
Stripping Ratio 2.05 1.77 2.31 1.72
Ore Grade - % .53 .51 .53 .47
Sierrita
--------
Production - Pounds 58 61 172 178
Material Mined - Tons 25.5 24.8 74.5 64.9
Ore Mined - Tons 9.9 10.8 29.6 30.9
Stripping Ratio 1.10 1.28 1.28 1.05
Ore Milled - Tons 9.9 10.4 29.8 30.3
Ore Grade - % .30 .32 .30 .32
Molybdenum Sales - Pounds 15 15 47 53
Molybdenum Production - Pounds 13 17 43 58
Average Realization - $/Pound 4.97 6.83 5.26 8.00
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SELECTED OPERATING DATA (CONT'D) Ended September 30, Ended September 30,
------------------- -------------------
(In millions except as noted) 1996 1995 1996 1995
------ -------- -------- ------
<S> <C> <C> <C> <C>
Henderson
---------
Production - Pounds 7.3 8.6 22.9 30.8
Material Mined - Tons 1.7 1.9 5.1 6.2
Ore Milled - Tons 1.7 1.9 5.1 6.2
Ore Grade - % .24 .26 .25 .28
</TABLE>
During the quarter, Cyprus Amax sold 195 million pounds of produced copper,
which is 17 million pounds higher than in the 1995 third quarter. Cost of sales
increased 26 cents per pound from the 1995 period to 82 cents per pound for the
third quarter of 1996, reflecting lower molybdenum by-product credits.
Third quarter net cash costs, before molybdenum credits, improved seven cents
compared with the 1995 third quarter, because of lower unit costs at Cerro Verde
and Miami. Reflecting lower molybdenum prices, by-product credits were 12 cents
per pound lower. Total third quarter net cash costs were 71 cents per pound.
Copper production totalled 195 million pounds for the quarter, 20 million pounds
higher than in 1995 primarily due to a 67 percent increase in Cerro Verde's
production, a 15 percent increase in Bagdad's production and a 10 percent
increase in Miami's production. The Company expects that 1996 production will
approximate 750 million pounds and, depending on the timing of commercial
production at El Abra, could approach 800 million pounds.
In October 1996, a tunnel structure over the conveyor at El Abra collapsed.
Cyprus Amax has repaired the conveyor system and re-started the conveyor on
November 4, 1996. This accident is not expected to significantly delay reaching
commercial production levels.
Primary molybdenum operations earned $12 million for the third quarter compared
with $25 million for the 1995 period. The 1996 third quarter realizations
averaged $4.97 per pound compared with $6.83 per pound during the 1995 quarter.
Production decreased to 13 million pounds from 17 million pounds, while sales of
15 million pounds for the third quarter of 1996 were the same as the 1995 third
quarter.
For the first nine months, Copper/Molybdenum earnings were $188 million compared
with $464 million in 1995. The lower earnings primarily reflect 28 cents per
pound lower average copper realizations and $2.74 per pound lower molybdenum
realizations.
COAL
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
SELECTED RESULTS (In millions) 1996 1995 1996 1995
------ --------- -------- -------
<S> <C> <C> <C> <C>
Revenue $ 324 $ 334 $ 935 $ 978
Segment Operating Income/(Loss) $ 23 $ (412) $ 66 $ (343)
NOTE: SUPPLEMENTAL DATA (In millions)
Write-downs $ - $ (445) $ - $ (445)
Segment Earnings Excluding Write-downs $ 23 $ 33 $ 66 $ 102
</TABLE>
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<PAGE>
Coal reported third quarter earnings of $23 million compared with 1995 third
quarter earnings of $33 million before write-downs. In the third quarter of
1995, Cyprus Amax recorded a pre-tax charge of $445 million to recognize the
write-down of certain coal assets and provisions for associated liabilities.
Including the write-downs, Coal reported a 1995 third quarter loss of $412
million. Third quarter earnings reflect the expiration and renegotiation of
significant contracts at year-end 1995 in Kentucky and longwall moves at the
Emerald and Cumberland mines in Pennsylvania. In addition, in the start-up of a
new panel, Emerald initially experienced difficult longwall conditions that have
now been resolved. The Wabash mine's comparative third quarter earnings were
lower due to lower selling prices as a result of a renegotiation in 1995.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
SELECTED OPERATING DATA 1996 1995 1996 1995
------ --------- -------- -------
<S> <C> <C> <C> <C>
Sales Volume - Millions of Tons
- -------------------------------
Eastern Mines 7.0 7.8 21.2 22.0
Western Mines - Powder River Basin 9.2 9.0 26.4 26.5
Western Mines - Other 3.6 3.4 8.9 9.5
Springvale .2 - .6 -
------ --------- -------- -------
Total Sales 20.0 20.2 57.1 58.0
------ --------- -------- -------
Oakbridge Equity Share 1.6 1.5 4.8 4.5
Average Realization - $/Ton $15.57 $16.17 $15.83 $16.35
Domestic Average Contract Price - $/Ton $14.98 $17.42 $15.21 $17.32
Domestic Average Spot Price - $/Ton $16.96 $12.94 $17.59 $13.45
Australian Average Contract Price - $/Ton $30.51 $27.45 $30.23 $25.92
Australian Average Spot Price - $/Ton $23.35 $25.69 $23.49 $22.02
Average Cost of Sales - $/Ton $14.79 $14.71 $14.97 $14.82
Average Cash Cost - $/Ton $11.99 $12.35 $12.53 $12.30
Average Unit Costs - $/Ton $14.56 $14.39 $14.62 $14.51
Clean Production - Millions of Tons
- -----------------------------------
Pennsylvania 1.5 2.2 5.9 6.5
Kentucky 1.4 1.5 3.8 4.0
West Virginia 2.3 1.6 6.1 4.9
Midwest 1.5 2.0 5.2 6.3
Wyoming - Powder River 9.1 9.0 26.3 26.5
Colorado 3.2 1.8 6.2 6.2
Utah .7 .7 2.2 2.1
Springvale .3 - .6 -
------ --------- -------- -------
Total Production 20.0 18.8 56.3 56.5
====== ========= ======== =======
Oakbridge Equity Share 1.6 1.7 4.4 4.3
</TABLE>
As previously announced in June 1996, Cyprus Amax reached an agreement in which
Central Illinois Public Service Company (CIPS) would discontinue coal purchases
from the Delta mine in Illinois and pay Cyprus Amax Minerals $70 million under a
restructured agreement. Cyprus Amax ceased shipping coal from Delta and closed
the mine in August 1996 due to its high cost structure and limited marketing
opportunities. Currently CIPS is proceeding with its petition to change to low
sulfur coal and recover the payment from its ratepayers. Due to unknown timing
of regulatory approval, the $70 million payment and resulting income effect to
Cyprus Amax may be delayed until early 1997.
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<PAGE>
Coal production of 22 million tons in the third quarter was one million tons
higher than in 1995, and sales of 22 million tons were comparable to the third
quarter of 1995.
Cyprus Amax's equity share in Oakbridge's earnings, which is reported in
Interest, Equity, and Other, was $3 million and comparable to the 1995 period.
For the first nine months of 1996, Coal earned $66 million compared with $102
million, excluding write-downs, for the first nine months of 1995. The year-end
1995 contract expiration and renegotiation at Kentucky negatively affected
earnings by $28 million for the first nine months of 1996. In addition to the
above mentioned factors, results for the second quarter of 1996 reflected
operational problems at Emerald and Twentymile, while the first quarter was
affected significantly by adverse weather in the East and Midwest.
OTHER MINERALS
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
SELECTED RESULTS (In millions) 1996 1995 1996 1995
------ --------- -------- -------
<S> <C> <C> <C> <C>
Segment Operating Income $ (3) $ (6) $ 4 $ (22)
======= ======= ======== =======
Lithium $ 8 $ 8 $ 24 $ 22
Amax Gold - (2) (3) (8)
Businesses Sold/Non-Operating (1) (4) (5) (14)
Exploration Expense (10) (8) (12) (22)
------ --------- -------- -------
Total $ (3) $ (6) $ 4 $ (22)
======= ======= ======== =======
SELECTED OPERATING DATA
Lithium
Sales Volumes - Millions of Lbs.
Carbonate Equiv. 11.4 10.5 33.9 27.7
Gold (100% basis)
Sales Volumes - Thousands of Ounces 57 59 181 180
Realized Gold Price - $/Ounce 412 405 412 406
</TABLE>
Other Minerals, which includes Lithium, Amax Gold, Exploration, and Businesses
Sold/Non-Operating, had a combined loss of $3 million compared to a $6 million
loss for the third quarter of 1995. Lithium earned $8 million in both the 1996
and 1995 third quarter while Amax Gold reported break-even earnings for the
third quarter of 1996 compared with a $2 million loss in 1995. Amax Gold's
improvement results from a five percent decrease in unit costs and slightly
higher realizations. Additionally, in October 1996 Amax Gold finalized an
amended agreement to acquire the Kubaka project from Cyprus Amax, subject to
shareholders' approval. Closing is expected to occur late in the fourth quarter
of 1996. Exploration expense of $10 million was $2 million more than the 1995
quarter.
The year-to-date earnings for Other Minerals was $4 million compared with a $22
million loss in the first nine months of 1995 primarily due to lower exploration
expenses of $10 million reflecting the sale of certain exploration properties.
Also contributing to the improvement were the absence of a $4 million settlement
recorded in 1995, lower environmental expenses for a business previously sold,
and improved performance for Amax Gold of $5 million resulting from a decrease
in unit costs and slightly higher realizations.
CORPORATE expenses for the third quarter of 1996 were $15 million or $2 million
higher than in 1995. For the first nine months of 1996 Corporate expenses were
$41 million, or $1 million lower than the same period in 1995 primarily due to a
decrease in stock appreciation rights.
-13-
<PAGE>
INTEREST, EQUITY, AND OTHER expense was $18 million for the 1996 third quarter
compared to expense of $17 million for 1995. Net interest expense of $20
million for the third quarter of 1996 was $1 million higher than the same period
in 1995 due primarily to higher interest expense of $13 million offset by higher
capitalized interest of $12 million. Year-to-date interest, equity, and other
expense of $50 million was $1 million higher than in 1995 due primarily to
higher interest income of $1 million during the first nine months of 1996.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996, the Company's long-term debt as a percentage of total
capitalization is 46.5 percent, a ratio of current assets to current liabilities
of .95 to 1.0, and a cash balance of $163 million at September 30. At December
31, 1995, the ratios were 44.2 percent and 1.4 to 1.0, respectively. Cyprus
Amax's non-cash working capital decreased $322 million from $101 million at
December 31, 1995, to a negative $221 million at September 30, 1996, due
primarily to a $395 million increase in the short-term debt, partially offset by
a $53 million increase in inventories. The increase in the short-term debt was
attributable to $295 million of borrowings on the line of credit and $109
million of borrowings for Cerro Verde development, partially offset by a $25
million production payment.
The Company's cash balance decreased from $191 million at year-end to $163
million at September 30, due primarily to capital expenditures of $710 million,
payment for businesses purchased of $70 million, and dividends paid of $69
million, partially offset by cash provided by operating activities of $233
million and an increase in net debt of $630 million.
In November 1996, the Company sold $150 million of copper/molybdenum and coal
receivables.
For the first nine months of 1996, capital expenditures, excluding capitalized
interest, were $710 million, of which $405 million were for the five major
development projects. Copper capital expenditures of $337 million included $122
million for the El Abra project and $111 million for the Cerro Verde project.
Coal capital expenditures of $161 million were primarily for sustaining and
replacement capital and $67 million for the Twentymile East Mine and Willow
Creek projects. Other Minerals capital expenditures included Amax Gold's
expenditures of $150 million primarily for the Fort Knox and Refugio projects.
Total capital spending for 1996 is projected to be approximately one billion
dollars, with over 47 percent, 20 percent, and 30 percent spent on Copper, Coal,
and Amax Gold, respectively.
For the full year 1996 Cyprus expects to spend approximately $130 million for
reclamation, remediation, and environmental compliance, and shutdown costs.
During the first quarter of 1996, Cyprus Amax entered into an agreement with
Amax Gold to provide certain financing arrangements. Under the restructured
Fort Knox loan facility, Cyprus Amax has guaranteed $150 million and potential
borrowings under the existing $100 million double-convertible line of credit.
Such guaranty would terminate if and when conditions of economic completion, as
defined in the loan agreement, are satisfied. Cyprus Amax also made available
to Amax Gold a Demand Loan facility to be used primarily to fund additional
capital costs at Fort Knox and for general corporate purposes. Cyprus Amax
intends to make additional needed financing available to Amax Gold; however,
Cyprus Amax has no obligation to make any advance under the Demand Loan
Facility. In return for the increased financial support, Cyprus Amax will
receive certain fees and the interest differential resulting from the reduced
rate negotiated with the Fort Knox lenders, as well as a security interest in
certain Amax Gold assets, including Fort Knox. All interest, fees and the
repayment of any Demand Loans made to Amax Gold will be payable at the option of
Cyprus Amax either in cash or shares of Amax Gold common stock. During the
third quarter, Amax Gold borrowed $30 million under this facility increasing the
total borrowing to $75 million. Through November 13, 1996 Amax Gold borrowed an
additional $30 million. In November 1996, Cyprus Amax received 2.8 million
shares of Amax Gold as repayment for $15 million of interest owed to Cyprus
Amax through September 30, 1996
-14-
<PAGE>
under the demand loan facility and for the Fort Knox guaranty fee. This
increased Cyprus Amax's ownership in Amax Gold to 52.5 percent.
During 1996, Cyprus Amax expects to be able to provide sufficient funds for
general corporate purposes, including capital expenditures, acquisitions and
financial restructuring through internally generated funds and existing or new
borrowings.
Cyprus Amax paid a regular quarterly dividend of 20 cents per share on its
Common Stock and $1.00 per preferred share during the quarter. At September 30,
1996, 93,221,034 shares of the Company's Common Stock were outstanding.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
With the exception of historical matters, the matters discussed in this report
are forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. In addition,
other written or oral statements which constitute forward-looking statements
have been made and may in the future be made by or on behalf of the Company.
Such forward-looking statements include statements regarding expected
commencement dates of mining or metal production operations, projected
quantities of future metal production, and anticipated production rates, costs
and expenditures as well as projected demand or supply for the products the
Company produces, which will affect both sales levels and prices realized by the
Company. Factors that could cause actual results to differ materially include,
among others: risks and uncertainties relating to general domestic and
international economic and political conditions, the cyclical and volatile
prices of copper, molybdenum, gold and other minerals, the risks associated with
having or not having price protection programs, the political and economic risks
associated with foreign operations, unanticipated ground and water conditions,
unanticipated grade and geological problems, metallurgical and other processing
problems, availability of materials and equipment, the timing of receipt of
necessary governmental permits, the ability to retain and obtain favorable coal
contracts, the occurrence of unusual weather or operating conditions, force
majeure events, lower than expected ore grades, the failure of equipment or
processes to operate in accordance with specifications or expectations, labor
relations, accidents, delays in anticipated start-up dates, environmental risks,
the results of financing efforts and financial market conditions, and other risk
factors detailed in the Company's Securities and Exchange Commission filings.
Many of such factors are beyond the Company's ability to control or predict.
Readers are cautioned not to put undue reliance on forward-looking statements.
The Company disclaims any intent or obligation to update publicly these forward-
looking statements, whether as a result of new information, future events or
otherwise.
-15-
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
See Note 4 to Consolidated Financial Statements.
ITEM 2. CHANGES IN SECURITIES
- ------------------------------
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
Not applicable.
ITEM 5. OTHER INFORMATION
- --------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) The following Exhibits are being filed as part of this Quarterly Report on
Form 10-Q:
Exhibit
Number Document
------ --------
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
(b) No Current Report on Form 8-K was filed during the quarter ended September
30, 1996.
-16-
<PAGE>
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 thereunto duly authorized.
CYPRUS AMAX MINERALS COMPANY
----------------------------
Registrant
Date: November 13, 1996 /s/ John Taraba
--------------------- ------------------------
Vice President and
Controller
-17-
<PAGE>
EXHIBIT 11
TO CYPRUS AMAX MINERALS COMPANY'S
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
-18-
<PAGE>
EXHIBIT 11
CYPRUS AMAX MINERALS COMPANY & SUBSIDIARIES
-------------
COMPUTATION OF PER SHARE EARNINGS
(IN MILLIONS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
------------------- --------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Income/(Loss) $ 14 $ (203) $ 129 $ 28
Preferred Stock Dividends (5) (5) (14) 14
-------- -------- -------- --------
Income/(Loss) Applicable to Common Shares $ 9 $ (208) $ 115 $ 14
======== ======== ======== ========
Primary:
Average Common Shares Outstanding 93.2 92.9 93.2 92.9
Fully Diluted:
Average Common Shares Outstanding 93.2 92.9 93.2 92.9
Common Stock Equivalents - Options/(1)/ .1 .3 .1 .2
Conversion of Series A Preferred Stock 9.6 9.6 9.6 9.6
-------- -------- -------- --------
Fully Diluted Average Common
Shares Outstanding 102.9 102.8 102.9 102.7
======== ======== ======== ========
Earnings/(Loss) per Common Share .10 (2.23) 1.23 .15
Fully Diluted Earnings/(Loss) per Share .13/(2)/ (1.97)/(2)/ 1.25/(2)/ .28/(2)/
</TABLE>
/(1)/ Common stock equivalents are not included in primary earnings per share
because they are less than three percent dilutive.
/(2)/ Fully diluted earnings/(loss) per share were anti-dilutive.
-19-
<PAGE>
EXHIBIT 15
TO CYPRUS AMAX MINERALS COMPANY'S
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
-20-
<PAGE>
EXHIBIT 15
November 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that Cyprus Amax Minerals Company has included our report dated
November 13, 1996, (issued pursuant to the provisions of Statement on Auditing
Standards Nos. 71 and 42) in the Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934 on Form 10-Q for the quarter ending
September 30, 1996, which is incorporated in the following:
(a) Registration Statements on Form S-8 (Nos. 33-1600, 33-22939 and 33-
53792) with respect to Cyprus Amax Minerals Company Savings Plan and
Trust.
(b) Registration Statements on Form S-8 (Nos. 33-1603, 33-21501 and 33-
53794) with respect to the Management Incentive Program of Cyprus Amax
Minerals Company and its participating subsidiaries.
(c) Registration Statement on Form S-8 (No. 33-52812) with respect to the
Stock Plan for Non-Employee Directors of Cyprus Amax Minerals Company.
(d) Registration Statement on Form S-8 (No. 33-51011) with respect to the
1988 Amended and Restated Stock Option Plan of Cyprus Amax Minerals
Company.
(e) Registration Statement on Form S-8 (No. 33-61141) with respect to the
Cyprus Amax Minerals Company Thrift Plan for Bargaining Unit
Employees.
(f) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-36413) with respect to the Cyprus Amax Minerals Company
Savings Plan and Trust.
(g) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-54097), as amended, with respect to Cyprus Amax Minerals
Company and Cyprus Amax Finance Corporation.
(h) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-54097) with respect to Cyprus Amax Minerals Company $250
million 7% percent Notes due May 15, 2007.
(i) Prospectus constituting part of the Registration Statement on Form S-3
(No. 33-62145) with respect to Cyprus Amax Minerals Company and Cyprus
Amax Finance Corporation $600 million Shelf Registration.
We are also aware of our responsibilities under the Securities Act of 1933.
Yours very truly,
Price Waterhouse LLP
-21-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 163
<SECURITIES> 0
<RECEIVABLES> 240
<ALLOWANCES> 5
<INVENTORY> 500
<CURRENT-ASSETS> 1,107
<PP&E> 7,761
<DEPRECIATION> 2,544
<TOTAL-ASSETS> 6,830
<CURRENT-LIABILITIES> 1,165
<BONDS> 2,111
1
0
<COMMON> 5
<OTHER-SE> 2,426
<TOTAL-LIABILITY-AND-EQUITY> 6,830
<SALES> 2,039
<TOTAL-REVENUES> 2,090
<CGS> 1,757
<TOTAL-COSTS> 1,847
<OTHER-EXPENSES> 26
<LOSS-PROVISION> (1)
<INTEREST-EXPENSE> 54<F1>
<INCOME-PRETAX> 167
<INCOME-TAX> 38
<INCOME-CONTINUING> 129
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 129
<EPS-PRIMARY> 1.23
<EPS-DILUTED> 1.25
<FN>
<F1>Not of interest income, $19 million, and capitalized interest, $64 million.
</FN>
</TABLE>
