<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 June 30, 1997 Commission File Number 1-10040
--------------- -------
CYPRUS AMAX MINERALS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2684040
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9100 East Mineral Circle, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
(303) 643-5000
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(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 August 12, 1997, was
93,466,038 shares.
This report contains 20 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 Six Months
Ended June 30, Ended June 30,
------------------ -------------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
REVENUE $842 $740 $1,729 $1,424
------ ------ ------ ------
COSTS AND EXPENSES
Cost of Sales 549 546 1,089 1,023
Selling and Administrative Expenses 38 28 68 59
Depreciation, Depletion, and Amortization 116 72 214 145
Write-Downs and Special Charges 5 - 121 -
Exploration Expense 10 10 16 17
------ ------ ------ ------
TOTAL COSTS AND EXPENSES 718 656 1,508 1,244
------ ------ ------ ------
INCOME FROM OPERATIONS 124 84 221 180
OTHER INCOME (EXPENSE)
Interest Income 12 7 20 13
Interest Expense (53) (45) (104) (87)
Capitalized Interest 2 21 8 40
Equity Investments and Other (4) 1 (6) 3
------ ------ ------ ------
INCOME BEFORE INCOME TAXES AND
MINORITY INTEREST 81 68 139 149
Income Tax Provision (17) (14) (17) (34)
Minority Interest 2 (1) 1 -
------ ------ ------ ------
NET INCOME 66 53 123 115
Preferred Stock Dividends (5) (5) (9) (9)
------ ------ ------ ------
INCOME APPLICABLE TO COMMON SHARES $ 61 $ 48 $ 114 $ 106
====== ====== ====== ======
EARNINGS PER COMMON SHARE
Primary $ .65 $ .52 $ 1.21 $ 1.13
Fully Diluted $ .65/(1)/ $ .52/(1)/ $ 1.21 $ 1.13/(1)/
AVERAGE COMMON SHARES OUTSTANDING
Primary 93.4 93.2 93.4 93.2
Fully Diluted 103.1 102.9 103.1 102.9
</TABLE>
See accompanying notes to financial statements.
/(1)/Fully diluted earnings 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)
June 30, Deecember 31,
ASSETS 1997 1996
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and Cash Equivalents $ 315 $ 193
Accounts and Notes Receivable, Net 252 216
Inventories 535 495
Prepaid Expenses 120 145
------------ ------------
Total Current Assets 1,222 1,049
PROPERTIES - At Cost, Net 5,129 5,226
OTHER ASSETS 506 511
------------ ------------
Total Assets $6,857 $6,786
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-Term Debt $ 77 $ 36
Current Portion of Long-Term Debt 254 79
Accounts Payable 127 142
Accrued Payroll and Benefits 98 94
Accrued Royalties and Interest 51 41
Accrued Closure, Reclamation and Environmental 47 61
Other Accrued Liabilities 128 143
Taxes Payable, Other Than Income Taxes 60 61
Income Taxes Payable 76 69
Dividends Payable 23 19
------------ ------------
Total Current Liabilities 941 745
------------ ------------
NONCURRENT LIABILITIES AND DEFERRED CREDITS
Long-Term Debt 2,235 2,415
Capital Lease Obligations 135 139
Deferred Employee and Retiree Benefits 417 412
Deferred Closure, Reclamation, and Environmental 354 363
Deferred Income Taxes 50 44
Other 141 151
------------ ------------
Total Noncurrent Liabilities and Deferred Credits 3,332 3,524
------------ ------------
MINORITY INTEREST 153 157
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, 4,664,302 Issued
and Outstanding in 1997 and 1996 5 5
Series A Preferred Stock, 500,000 Shares
Authorized, None Issued or Outstanding - -
Common Stock, Without Par Value,
150,000,000 Shares Authorized,
Issued 96,031,123 in 1997 and 96,031,139 in 1996 1 1
Paid-In Surplus 2,948 2,952
Accumulated Deficit (409) (481)
Foreign Currency Translation Adjustment 1 5
------------ ------------
2,546 2,482
Treasury Stock at Cost, 2,586,632 Shares in 1997
and 2,788,535 Shares in 1996 (60) (64)
Loan to Savings Plan (55) (58)
------------ ------------
Total Shareholders' Equity 2,431 2,360
------------ ------------
Total Liabilities and Shareholders' Equity $6,857 $6,786
============ ============
</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)
Six Months
Ended June 30,
---------------
1997 1996
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 123 $ 115
Depreciation, Depletion, and Amortization 214 145
Write-Downs and Special Charges 121 -
Deferred Income Taxes 3 28
Gain on Sale of Assets (156) (16)
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold (60) (89)
Other 17 15
------ ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 262 198
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures (223) (518)
Payments for Businesses Purchased - (70)
Capitalized Interest (8) (40)
Advances to and Investments in Affiliates (3) (11)
Collections on Notes Receivable 3 -
Proceeds from Sale of Assets 109 26
----- -----
NET CASH USED FOR INVESTING ACTIVITIES (122) (613)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES
Net Proceeds from Issuance of Long-Term Debt 190 228
Net Borrowings on Short-Term Debt 91 325
Payments on Short-Term Debt (37) (83)
Payments on Debt and Other Obligations (213) (25)
Proceeds from Issuance of Stock for Employee Benefits 1 1
Dividends Paid (46) (46)
Dividends to Minority Interests (4) (4)
------ ------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES (18) 396
------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 122 (19)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 193 191
------ ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 315 $ 172
====== ======
</TABLE>
See accompanying notes to financial statements.
-4-
<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, 1996.
NOTE 2. INVENTORIES
- --------------------
Inventories detailed by component are summarized below (in millions):
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
----------- ------------
<S> <C> <C>
Component
In-Process Ores, Concentrates,
and Other $ 245 $ 237
Finished Goods 180 161
Materials and Supplies 110 97
----- -----
$ 535 $ 495
===== =====
</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 June 30, 1997, the
net carrying value of financial instruments approximated a $1,681 million
liability, whereas the fair value approximated a $1,719 million liability. The
difference in fair value is primarily due to lower interest rates as of June 30,
1997, compared with rates on the Company's debt.
NOTE 4. CONTINGENCIES
- ----------------------
Cyprus Tohono Corporation 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.
Cyprus Miami Mining Corporation and other companies, in conjunction with the
Arizona Department of Environmental Quality's Water Quality Assurance Revolving
Fund program, continued remediation and assessment of ground water quality at
Pinal Creek near Miami, Arizona. Despite the fact that the ongoing program,
initiated in 1989, has resulted in continued improvement of subsurface water
quality in the area, Cyprus Miami recently was informed that the State of
Arizona is contemplating enforcement action against Cyprus Miami and/or other
companies in connection with Pinal Creek water quality issues under federal and
state environmental laws. Long-term remedial action plans were submitted in May
1997 to the State of Arizona for approval. Completion of risk assessment studies
and the evaluation of remedial action alternatives has provided information
which allows an estimate of Cyprus Miami costs for completing the remedial
action. As a result of this information, approximately $50 million was recorded
for the Pinal Creek remediation reserve at December 31, 1996. Cyprus Miami has
commenced contribution litigation against other parties involved in this matter
and has asserted claims against certain of its past insurance carriers. While
significant recoveries are expected,
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<PAGE>
Cyprus Miami cannot reasonably estimate the amount of recoveries and, therefore,
has not taken potential recoveries into consideration in the provision.
In December 1996, Cyprus Amax received a Unilateral Administrative Order For
Removal Response Activities from the U.S. EPA requiring the removal of asbestos-
containing material at the Horizon Potash Mine located near Carlsbad, New
Mexico. Cyprus Amax is complying with the order and expects to complete the
removal work by late 1997 along with completing other building demolition and
reclamation at the Horizon site in accordance with a settlement Agreement with
the Bureau of Land Management. Horizon Potash acquired Amax Potash and its
facilities in 1992, abandoned the site in 1993, and entered Chapter 7 bankruptcy
proceedings.
At June 30, 1997, Cyprus Amax had accruals of approximately $401 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 $508 million. Additionally, the cost range of
reasonably possible outcomes for sites where remediation costs are estimable is
from $80 million to $300 million of which approximately $106 million was
reserved at June 30, 1997. 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 June
30, 1997, 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 Six Months
Ended June 30, Ended June 30,
---------------- ----------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Segment Revenue
Copper/Molybdenum $ 416 $ 356 $ 810 $ 696
Coal 307 326 737 611
Other 119 58 182 117
------- ------- ------- -------
$ 842 $ 740 $1,729 $1,424
======= ======= ======= =======
Segment Income
Copper/Molybdenum $ 97 $ 71 $ 184 $ 157
Coal 33 21 58 43
Other 16 4 14 7
------- ------- ------- -------
146 96 256 207
Corporate (22) (12) (35) (27)
Interest, Net (39) (17) (76) (34)
Equity Investments and Other (4) 1 (6) 3
------- ------- ------- -------
Income Before Income Taxes and
Minority Interest 81 68 139 149
Income Tax Provision (17) (14) (17) (34)
Minority Interest 2 (1) 1 -
------- ------- ------- -------
Net Income $ 66 $ 53 $ 123 $ 115
======= ======= ======= =======
</TABLE>
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<PAGE>
REVIEW BY INDEPENDENT ACCOUNTANTS
- ---------------------------------
The financial information as of June 30, 1997, and for the three-month and six-
month periods ended June 30, 1997 and 1996, 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 June 30, 1997, and the related
consolidated statements of operations and of cash flows for the three-month and
six-month periods ended June 30, 1997 and 1996. 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, 1996, 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 12, 1997, 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, 1996, 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
August 12, 1997
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- -------------------------------------------------------------------------
FINANCIAL CONDITION
- -------------------
To the extent the company makes forward-looking statements, actual results may
vary materially therefrom. All of the information set forth in this Form 10-Q,
including without limitation the Cautionary Statement and Risk Factors described
herein, should be considered and evaluated.
RESULTS OF OPERATIONS
- ---------------------
CYPRUS AMAX MINERALS COMPANY reported consolidated net income of $66 million, or
65 cents per share, on revenue of $842 million, compared to 1996 earnings of $53
million, or 52 cents per share, on revenue of $740 million. Higher second
quarter 1997 earnings largely were attributable to higher molybdenum and copper
realizations, lower copper cost of sales, higher coal results, and the minority
interest portion of the gain recorded on the sale of Kubaka to Amax Gold.
<TABLE>
<CAPTION>
Three Months Six Months
SELECTED RESULTS Ended June 30, Ended June 30,
-------------- --------------
(In millions except per share data) 1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenue $ 842 $ 740 $1,729 $1,424
Net Income $ 66 $ 53 $ 123 $ 115
Earnings Per Share $ .65 $ .52 $ 1.21 $ 1.13
</TABLE>
The 1997 second quarter revenue of $842 million was $102 million higher than the
comparable 1996 quarter primarily because of higher copper and molybdenum
realizations, higher copper sales, and significantly higher gold sales.
For the first six months, Cyprus Amax earned $123 million or $1.21 per share,
compared with 1996 earnings for the period of $115 million, or $1.13 per share.
Segment income is earnings before corporate overhead, interest, equity
investments and other, income taxes, and minority interest.
COPPER/MOLYBDENUM
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
SELECTED RESULTS (In millions) 1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenue $ 416 $ 356 $ 810 $ 696
Segment Operating Income $ 97 $ 71 $ 184 $ 157
</TABLE>
COPPER/MOLYBDENUM earned $97 million during the second quarter of 1997 compared
to earnings of $71 million in the 1996 period. Earnings increased primarily due
to 74 million pounds higher sales of produced copper, three cents higher copper
realizations, and two cents lower copper cost of sales.
Second quarter copper realizations averaged $1.12 per pound, three cents higher
than the 1996 quarter. As of June 30, 1997, Cyprus Amax has price protection
programs in place that will ensure a minimum average realization on an LME basis
of 95 cents per pound on 130 million pounds for the remainder of 1997, and as of
August 11, 1997 has approximately 370 million pounds at 90 cents per pound for
the first three quarters of 1998. The price protection program for El Abra
ensures a minimum average realization on an LME basis
-9-
<PAGE>
of 90 cents for the second half of 1997 on approximately 205 million pounds with
a cap of $1.25 per pound on approximately 70 million pounds. Cyprus Amax's share
of El Abra is 51 percent.
<TABLE>
<CAPTION>
Three Months Six Months
SELECTED OPERATING DATA Ended June 30, Ended June 30,
-------------- --------------
(In millions except as noted) 1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Produced Copper Sold, Pounds 255 181 506 353
Copper Production, Pounds 265 184 506 357
Copper Sales Volume, Pounds 281 237 547 434
Average Copper Realization, $/Pound $1.12 $1.09 $1.11 $1.13
Cost of Sales, $/Pound $ .78 $ .80 $ .80 $ .78
Net Cash Cost, $/Pound $ .62 $ .72 $ .63 $ .71
Full Cost, $/Pound $ .74 $ .79 $ .75 $ .79
Bagdad
------
Production - Pounds 64 54 123 108
Material Mined - Tons 19.4 16.5 38.1 32.5
Ore Mined - Tons 7.8 7.5 14.8 15.5
Ore Milled - Tons 7.7 7.8 15.0 15.5
Ore Grade - % .44 .38 .44 .38
Miami
-----
Production - Pounds 39 35 73 69
Material Mined - Tons 25.7 25.3 50.4 51.4
Ore Mined - Tons 7.6 7.2 15.7 15.0
Ore Grade - % .52 .57 .52 .52
Sierrita
--------
Production - Pounds 68 57 128 114
Material Mined - Tons 24.0 24.1 47.1 49.0
Ore Mined - Tons 10.6 9.8 21.0 19.7
Ore Milled - Tons 10.3 10.0 20.9 19.9
Ore Grade - % .31 .29 .29 .29
Cerro Verde
-----------
Production - Pounds 30 26 60 45
Material Mined - Tons 10.2 6.5 19.4 12.1
Ore Mined - Tons 2.5 1.9 4.5 3.3
Ore Grade - % .77 1.04 .81 1.03
El Abra
-------
Production - Pounds (51%) 53 - 102 -
Material Mined - Tons (100%) 6.4 - 14.6 -
Ore Mined - Tons (100%) 6.4 - 14.6 -
Ore Grade - % .94 - .95 -
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Molybdenum Sales - Pounds 15 16 31 33
Produced Molybdenum Sold - Pounds 15 16 31 33
Molybdenum Production - Pounds 16 15 32 29
Average Realization - $/Pound 5.59 5.12 5.58 5.38
Henderson
---------
Production - Pounds 9.4 8.4 18.9 15.6
Material Mined - Tons 2.0 1.9 3.9 3.4
Ore Milled - Tons 2.0 1.9 3.9 3.4
Ore Grade - % .26 .25 .26 .25
</TABLE>
During the quarter, Cyprus Amax sold 255 million pounds of produced copper.
This is 74 million pounds higher than in the 1996 second quarter. Cost of sales
decreased two cents per pound from the 1996 period to 78 cents per pound for the
second quarter of 1997. This decrease reflects the inclusion of lower cost
South American sales.
Second quarter net cash costs decreased 10 cents per pound from the 1996 second
quarter to 62 cents per pound primarily reflecting lower costs contributed by
the South American operations and lower costs at the Arizona operations despite
lower molybdenum by-product credits. Excluding molybdenum by-product credits,
cash costs dropped 13 cents per pound, or 15 percent.
Copper production totaled 265 million pounds for the quarter, 81 million pounds
higher, or a 44 percent increase, than in 1996. This increase is attributable
to the results from El Abra and increased production from domestic operations
and Cerro Verde. El Abra is expected to achieve design production capacity
during the third quarter.
Primary molybdenum operations earned $17 million for the second quarter compared
with $18 million for the 1996 period. The 1997 second quarter realizations
averaged $5.59 per pound compared with $5.12 per pound during the 1996 quarter.
Production increased one million pounds to 16 million pounds, while sales
decreased one million pounds to 15 million pounds for the second quarter of
1997.
For the first six months, Copper/Molybdenum earnings were $184 million compared
with $157 million in 1996. The higher earnings primarily reflect 153 million
pounds higher produced copper sales, and $4 million higher molybdenum results
partially offset by 2 cents higher copper cost of sales and 2 cents lower copper
realizations.
<TABLE>
<CAPTION>
COAL
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
SELECTED RESULTS (In millions) 1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenue $ 307 $ 326 $ 737 $ 611
Segment Operating Income $ 33 $ 21 $ 58 $ 43
</TABLE>
COAL reported second quarter earnings of $33 million compared with 1996 second
quarter earnings of $21 million. The increase in earnings primarily related to
improved performance at Emerald and Twentymile, coupled with the absence of
operating problems that occurred in the second quarter of 1996. Additionally,
the absence of any significant longwall moves in the second quarter of 1997 also
contributed to the improved earnings.
-11-
<PAGE>
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
-------------- --------------
SELECTED OPERATING DATA 1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales Volume - Millions of Tons
- -------------------------------
Eastern Mines 7.0 7.3 13.7 14.2
Western Mines - Powder River Basin 10.5 8.3 20.5 17.2
Western Mines - Other 2.9 3.1 6.0 5.3
Springvale .4 .4 .8 .4
Total Sales 20.8 19.1 41.0 37.1
Oakbridge Equity Share 1.5 1.7 2.8 3.2
Average Realization - $/Ton $14.54 $16.55 $14.32 $15.97
Domestic Average Contract Price - $/Ton $13.84 $15.78 $13.64 $15.33
Domestic Average Spot Price - $/Ton $16.98 $18.40 $16.78 $17.98
Australian Contract Price - $/Ton $25.89 $29.79 $26.19 $30.05
Australian Spot Price - $/Ton $23.39 $23.14 $22.58 $23.55
Average Cost of Sales - $/Ton $12.84 $15.75 $13.46 $15.07
Average Cash Cost - $/Ton $11.12 $13.41 $11.74 $12.83
Average Unit Costs - $/Ton $13.16 $15.44 $13.64 $14.65
Clean Production - Millions of Tons
- -----------------------------------
Pennsylvania 3.3 1.7 5.7 4.4
Kentucky 1.4 1.3 3.1 2.4
West Virginia 2.0 2.1 3.9 3.8
Midwest .9 1.8 2.3 3.7
Wyoming - Powder River 10.4 8.3 20.5 17.2
Colorado 3.5 1.6 5.6 3.0
Utah .4 .7 .9 1.5
Springvale .4 .3 .5 .3
Total Production 22.3 17.8 42.5 36.3
====== ====== ====== ======
Oakbridge Equity Share 1.4 1.4 2.3 2.8
</TABLE>
The 1997 second quarter average realization was $14.54 per ton and the average
cost of sales was $12.84 per ton, yielding a profit margin of $1.70 per ton and
cash margins of $3.42 per ton in the quarter. This compares with an average
realization of $16.55 per ton and an average cost of sales of $15.75 per ton for
the second quarter of 1996, which resulted in a profit margin of 80 cents per
ton and cash margins of $3.14 per ton. Average cost of sales decreased $2.91
per ton primarily due to improved performance in Pennsylvania and higher sales
from the Powder River Basin.
Record coal production of 24 million tons in the second quarter was 5 million
tons higher than in 1996, and sales of 22 million tons were 2 million tons
higher than in the second quarter of 1996. During the second quarter of 1997,
monthly production records were set at six mines and the productivity
improvement of 35 percent was a record. Additionally, Twentymile Coal Company
set world production records for a single longwall equipped underground coal
mine in May and June 1997.
Cyprus Amax's equity share in Oakbridge's earnings, which is reported in Equity
Investments and Other, was a loss of $4 million for the second quarter of 1997
compared to earnings of $1 million in the comparable 1996 period.
-12-
<PAGE>
For the first six months, Coal earned $58 million compared with $43 million for
the first half of 1996. In addition to the above mentioned factors, during the
first quarter of 1997, Cyprus Amax recorded a pre-tax gain of $17 million,
including a net gain of $27 million for the restructuring and assignment of coal
contracts at Delta and Wabash less the associated reduction in asset basis and
provision for employee separation and mine closure costs, and a provision of $10
million for closure or disposal of Plateau.
<TABLE>
<CAPTION>
OTHER MINERALS
Three Months Six Months
Ended June 30, Ended June 30,
---------------- ----------------
SELECTED RESULTS (In millions) 1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Segment Operating Income $ 16 $ 4 $ 14 $ 7
===== ===== ===== =====
Lithium $ 6 $ 8 $ 11 $ 15
Amax Gold 2 (1) 3 (3)
Businesses Sold/Non-Operating (1) - (3) (2)
Exploration Expense (10) (3) (16) (3)
Other - Kubaka Gain 19 - 19 -
----- ----- ----- -----
Total $16 $4 $ 14 $ 7
===== ===== ===== =====
SELECTED OPERATING DATA (In millions)
Lithium
Sales Volumes - Millions of Lbs.
Carbonate Equiv. 12.9 11.4 23.7 22.5
Gold (100 percent basis)
Sales Volumes - Thousands of Ounces 196 62 295 124
Gold Price - $/Ounce 374 412 379 412
</TABLE>
OTHER MINERALS, which includes Lithium, Amax Gold, Exploration, and Businesses
Sold/Non-Operating, had combined earnings of $16 million compared with $4
million for the second quarter of 1996. Lithium earned $6 million, which was $2
million lower than the 1996 second quarter, due primarily to lower carbonate
prices. Amax Gold earned $2 million for the second quarter compared with a $1
million loss in 1996. The improvement results from cash costs dropping $74 per
ounce, or 28 percent, to $194 per ounce and sales volumes increasing 134,000
ounces, partially offset by lower realizations. A full quarter of commercial
production at Fort Knox coupled with the new production from Refugio and Kubaka
more than tripled production to 192,000 ounces. Kubaka achieved commercial
production on June 1, 1997. During the second quarter of 1997, Cyprus Amax sold
Kubaka to Amax Gold and recorded a gain of $19 million, reflecting the minority
interests share. Exploration expense of $10 million was $7 million higher than
last year due to the absence of sales of certain small properties that occurred
in the second quarter of 1996.
The year-to-date earnings for Other Minerals increased to $14 million compared
to $7 million in the first six months of 1996 primarily due to the $19 million
gain from the sale of Kubaka and $6 million of improved performance at Amax Gold
due to higher sales volumes and lower costs. Partially offsetting were $13
million higher exploration expenses due to the absence of the sales of Cerro
Quema and certain other small properties during the first half of 1996.
CORPORATE expenses for the second quarter were $22 million, or $10 million
higher, and for the first half of 1997 were $35 million, or $8 million higher
than the same periods in 1996 primarily due to a pre-tax cost of $7 million for
the purchase of approximately 70 percent of the Company's $300 million 9%
Notes.
-13-
<PAGE>
INTEREST, EQUITY INVESTMENTS, AND OTHER expense was $43 million for the 1997
second quarter compared with expense of $16 million for 1996. Net interest
expense of $39 million for the second quarter of 1997 was $22 million higher
than the 1996 period due to less interest being capitalized on development
projects recently completed. Year-to-date interest, equity, and other expense
of $82 million was $51 million higher than in 1996 primarily due to less
capitalized interest.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had a ratio of long-term debt to total
capitalization of 49.4 percent, a ratio of current assets to current liabilities
of 1.3 to 1.0, and a cash balance of $315 million at June 30. At December 31,
1996, the comparable ratios were 52 percent and 1.4 to 1.0, respectively. The
Company's cash balance increased from $193 million to $315 million at June 30
due primarily to cash provided by operations of $262 million and proceeds of
$105 million from the settlement of coal contracts, partially reduced by capital
expenditures of $223 million.
For the first six months of 1997, capital expenditures, excluding capitalized
interest, were $223 million. Copper capital expenditures of $80 million included
$12 million for the El Abra project, $5 million at Sierrita for the new crusher
and conveyor system, $7 million at Henderson for initial expenditures to replace
ore trains with conveyors, and the remainder primarily for sustaining and
replacement capital. Coal capital expenditures of $66 million included $33
million for the development of the Willow Creek mine in Utah and the remainder
primarily for sustaining and replacement capital. Other Minerals capital
expenditures included Amax Gold's expenditures of $17 million primarily for the
Fort Knox project and $26 million for the development of the Kubaka mine. Total
capital spending for 1997 is projected to be less than $400 million, with over
42 percent, 36 percent, and 11 percent spent on copper, coal, and gold projects,
respectively.
For the full year 1997, Cyprus Amax expects to spend approximately $130 million
for reclamation, remediation, and environmental compliance.
In June 1997, Cyprus Amax announced a fixed-spread tender offer to purchase all
of the Company's $300 million 9% Notes due June 13, 2001. A total of
approximately 70% or $209 million of the Notes were tendered. Cyprus Amax paid
an aggregate of approximately $232 million (excluding accrued interest) for the
tendered Notes. This resulted in an after-tax charge of $5 million, which was
recorded in the second quarter of 1997. Additionally, at June 30, 1997, debt
and cash was reduced by $116 million and in early July, short term debt and cash
was reduced by the remaining $116 million.
In August 1997, Cyprus Amax amended and restated its $1 billion revolving credit
Agreement to extend its term until 2002 and to lower the facility fee and
borrowing rates.
During 1997, Cyprus Amax expects to be able to generate sufficient funds for
general corporate purposes, capital expenditures, and further reductions of
debt.
Cyprus Amax paid regular dividends of 20 cents per common share and $1.00 per
preferred share during the quarter. At June 30, 1997, 93,444,491 shares of the
Company's Common Stock were outstanding.
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
was issued in February 1997. SFAS No. 128 replaces the presentation of primary
EPS with a presentation of basic EPS. It requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation. Basic EPS excludes dilution and is
computed by dividing income available to common stockholders by the weighted-
average number of common shares outstanding for the period. For the three and
six months ended June 30, 1997, basic earnings per share would be the same as
primary earnings per share presented.
-14-
<PAGE>
CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES 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. Such forward
looking statements include statements regarding projections of mineral
production, cash operating costs and certain significant expenses, percentage
increases and decreases in production from the Company's operations, schedules
for completion of feasibility studies and initial feasibility studies, potential
increases in reserves and production, the timing and scope of future drilling
and other exploration activities, expectations regarding receipt of permits and
commencement of mining or production, anticipated recovery rates and potential
acquisitions or increases in property interests. Factors that could cause actual
results to differ materially include changes in relevant mineral prices, mineral
supply contract renegotiations, the presence or absence of price protection
programs, unanticipated ore grade, geological, hydrological, metallurgical,
processing, access, transportation of supplies, water availability, or other
problems. Further factors, among others, include results of current exploration
activities, results of pending and future feasibility studies, changes in
project parameters as plans continue to be refined, political, economic and
operational risks of foreign and domestic operations, joint venture
relationships, availability of materials and equipment, the timing and receipt
of governmental permits, changes in laws or regulations or their interpretation
and application, force majeure events, the failure of plant, equipment or
processes to operate in accordance with specifications or expectations,
accidents, adverse weather, labor relations, delays in start-up dates,
environmental costs and risks, the outcome of acquisition negotiations and
general domestic and international economic and political conditions, as well as
other factors described herein or in the Company's filings with the U.S.
Securities and Exchange Commission. Many of these factors are beyond the
Company's ability to predict or control. Readers are cautioned not to put undue
reliance on forward looking statements.
-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
- --------------------------
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:
<TABLE>
<CAPTION>
Page in
Sequential
Exhibit Numbering
Number Document System
- --------- -------------------------------------------------- ----------
<S> <C> <C>
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
</TABLE>
(b) No Current Report on Form 8-K was filed during the quarter ended June 30,
1997.
-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: August 12, 1997 /s/ John Taraba
------------------- ------------------------
Vice President and
Controller
-17-
<PAGE>
EXHIBIT 11
CYPRUS AMAX MINERALS COMPANY & SUBSIDIARIES
-------------
COMPUTATION OF PER SHARE EARNINGS
(IN MILLIONS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
--------------- ---------------
1997 1996 1997 1996
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net Income $ 66 $ 53 $ 123 $ 115
Preferred Stock Dividends (5) (5) (9) (9)
Income Applicable to Common Shares $ 61 $ 48 $ 114 $ 106
===== ===== ===== =====
Primary:
Average Common Shares Outstanding 93.4 93.2 93.4 93.2
===== ===== ===== =====
Fully Diluted:
Average Common Shares Outstanding 93.4 93.2 93.4 93.2
Common Stock Equivalents - Options/(1)/ .1 .1 .1 .1
Conversion of Series A Preferred Stock 9.6 9.6 9.6 9.6
----- ----- ----- -----
Fully Diluted Average Common
Shares Outstanding 103.1 102.9 103.1 102.9
===== ===== ===== =====
Primary Earnings per Common Share $ .65 $ .52 $1.21 $1.13
Fully Diluted Earnings per Share $ .64 $ .51 $1.19 $1.12
</TABLE>
/(1)/ Common stock equivalents are not included in primary earnings per share
because they are less than three percent dilutive.
<PAGE>
EXHIBIT 15
August 12, 1997
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
August 12, 1997, (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 on Form 10-Q for the quarter ended June 30,
1997, which is incorporated by reference in each of 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,
/s/ Price Waterhouse LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 315
<SECURITIES> 0
<RECEIVABLES> 51
<ALLOWANCES> 5
<INVENTORY> 535
<CURRENT-ASSETS> 1,222
<PP&E> 8,043
<DEPRECIATION> 2,914
<TOTAL-ASSETS> 6,857
<CURRENT-LIABILITIES> 941
<BONDS> 2,370
0
5
<COMMON> 1
<OTHER-SE> 2,425
<TOTAL-LIABILITY-AND-EQUITY> 6,857
<SALES> 1,552
<TOTAL-REVENUES> 1,729
<CGS> 1,426
<TOTAL-COSTS> 1,494
<OTHER-EXPENSES> 16
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76<F1>
<INCOME-PRETAX> 139
<INCOME-TAX> 17
<INCOME-CONTINUING> 123
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 123
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 1.19
<FN>
<F1>
Net of interest income, $20 million, and capitalized interest, $8 million.
</FN>
</TABLE>
