<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, 1998 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
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(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 13, 1998, was
90,938,782 shares.
This report contains 27 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,
---------------------------------- ----------------------------------
1998 1997 1998 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Revenue $ 585 $ 860 $ 1,936 $2,589
------ ------- -------- ------
Costs and Expenses
Cost of Sales 428 592 1,419 1,684
Selling and Administrative Expenses 22 32 98 100
Depreciation, Depletion, and Amortization 80 122 284 333
Write-Downs and Special Charges - 17 4 139
Exploration Expense 9 10 34 26
------ ------- -------- ------
Total Costs and Expenses 539 773 1,839 2,282
------ ------- -------- ------
Income from Operations 46 87 97 307
Other Income (Expense)
Interest Income 3 9 10 30
Interest Expense (37) (53) (131) (157)
Capitalized Interest 1 1 4 9
Equity Investments and Other 13 (2) 11 (8)
------ ------- -------- ------
Income (Loss) Before Income Taxes and
Minority Interest 26 42 (9) 181
Income Tax (Provision) Benefit (6) 1 (4) (16)
Minority Interest (1) 1 - 2
------ ------- -------- ------
Net Income (Loss) 19 44 (13) 167
Preferred Stock Dividends (5) (5) (14) (14)
------ ------- -------- ------
Income (Loss) Applicable to Common Shares $ 14 $ 39 $ (27) $ 153
====== ======= ======== ======
Earnings (Loss) Per Common Share
Basic $ .16 $ .42 $ (.28) $ 1.63
Diluted .16 (1) .42 (1) (.28) (1) $ 1.61
Weighted Average Common Shares Outstanding
Basic 92.9 93.4 93.4 93.4
Diluted 102.5 103.1 103.0 103.1
</TABLE>
See accompanying notes to financial statements.
(1) Diluted earnings (loss) per share were anti-dilutive.
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<PAGE>
CYPRUS AMAX MINERALS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In Millions Except Share Amounts)
<TABLE>
<CAPTION>
Assets (Unaudited)
September 30, December 31,
1998 1997
--------------- ---------------
Current Assets
<S> <C> <C>
Cash and Cash Equivalents $ 166 $ 250
Accounts and Notes Receivable, Net 172 201
Inventories 407 526
Prepaid Expenses 62 147
Deferred Income Taxes 11 8
------ ------
Total Current Assets 818 1,132
Properties - At Cost, Net 3,937 4,978
Other Assets 625 349
------ ------
Total Assets $5,380 $6,459
====== ======
Liabilities and Shareholders' Equity
Current Liabilities
Short-Term Debt $ 52 $ 55
Current Portion of Long-Term Debt 123 180
Accounts Payable 77 139
Accrued Payroll and Benefits 79 100
Accrued Royalties and Interest 61 50
Accrued Closure, Reclamation and Environmental 41 59
Other Accrued Liabilities 80 143
Taxes Payable, Other Than Income Taxes 70 67
Income Taxes Payable 16 23
Dividends Payable - 19
------ ------
Total Current Liabilities 599 835
------ ------
Noncurrent Liabilities and Deferred Credits
Long-Term Debt 1,723 2,089
Capital Lease Obligations 41 113
Deferred Employee and Retiree Benefits 344 407
Deferred Closure, Reclamation, and Environmental 248 352
Deferred Income Taxes 61 57
Other 69 117
------ ------
Total Noncurrent Liabilities and Deferred Credits 2,486 3,135
------ ------
Minority Interest 35 159
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 1998 and 1997 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 96,031,021 in 1998 and 96,031,038 in 1997 1 1
Paid-In Surplus 2,919 2,947
Accumulated Deficit (568) (504)
Other (13) (8)
------ ------
2,344 2,441
Treasury Stock at Cost, 4,862,517 Shares in 1998
and 2,548,867 Shares in 1997 (84) (58)
Loan to Savings Plan - (53)
------ ------
Total Shareholders' Equity 2,260 2,330
------ ------
Total Liabilities and Shareholders' Equity $5,380 $6,459
====== ======
</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,
-------------------------------------------------
1998 1997
------------------- -------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net (Loss) Income $ (13) $ 167
Depreciation, Depletion, and Amortization 284 333
Write-Downs and Special Charges 4 139
Deferred Income Taxes - 8
Loss (Gain) on Sale of Assets 10 (171)
Changes in Assets and Liabilities Net of Effects
from Businesses Acquired/Sold (95) (115)
Other, Net 21 21
----- -----
Net Cash Provided by Operating Activities 211 382
----- -----
Cash Flows from Investing Activities
Capital Expenditures (170) (278)
Capitalized Interest (4) (9)
Advances to and Investments in Affiliates (62) 13
Collections on Notes Receivable 4 5
Proceeds from Sale of Assets 115 146
Net Cash Used for Investing Activities
Deconsolidation of Amax Gold Inc. (18) -
----- -----
Net Cash Used for Investing Activities (135) (123)
----- -----
Cash Flows from Financing Activities
Net Proceeds from Issuance of Long-Term Debt 3 198
Net Borrowings on Short-Term Debt 21 91
Payments on Short-Term Debt (24) (44)
Payments on Debt and Other Obligations (81) (377)
Proceeds from Issuance of Stock for Employee Benefits - 1
Dividends Paid (70) (69)
Dividends to Minority Interests (4) (5)
Stock Repurchase Program (5) -
----- -----
Net Cash Used For Financing Activities (160) (205)
----- -----
Net (Decrease) Increase in Cash and Cash Equivalents (84) 54
Cash and Cash Equivalents at Beginning of Year 250 193
----- -----
Cash and Cash Equivalents at End of Period $ 166 $ 247
===== =====
Non-Cash Investing Activity:
Note Received for Coal Contract - $ 31
===== =====
</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 ("the Company") Annual Report on Form
10-K for the year ended December 31, 1997.
Note 2. Inventories
- --------------------
Inventories detailed by component are summarized below (in millions):
<TABLE>
<CAPTION>
(Unaudited) December 31,
September 30, 1997
1998
-------------------- --------------------
<S> <C> <C>
Component
In-Process Ores, Concentrates,
and Other $ 211 $ 234
Finished Goods 121 178
Materials and Supplies 75 114
----- -----
$ 407 $ 526
===== =====
</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, 1998,
the net carrying value of financial instruments approximated a $1,470 million
liability, whereas the fair value approximated a $1,507 million liability. The
difference in fair value is primarily due to lower interest rates as of
September 30, 1998, compared with 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.
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, throughout 1997. Despite the fact that the
ongoing program, initiated in 1989, has resulted in continued improvement of
sub-surface water quality in the area, Cyprus Miami was informed that the State
of Arizona was contemplating enforcement action against Cyprus Miami and/or
other companies in connection with the Pinal Creek water quality issues under
federal and state environmental laws. On November 10, 1997, Cyprus Miami, as a
member of the Pinal Creek group, joined with the State of Arizona in seeking
approval of the District Court for entry of a Consent Decree to resolve all
matters related to the contemplated enforcement action. On August 13, 1998 the
court approved the Decree that commits Cyprus Amax and other Pinal Creek group
members to complete the work
-5-
<PAGE>
outlined in the remedial action plan submitted to the State in May 1997.
Approximately $41 million remained in the Pinal Creek remediation reserve at
September 30, 1998. Since the approval of the Consent Decree, Cyprus Miami has
been undertaking a comprehensive reassessment of expected costs for completing
the Pinal Creek remediation and expects to conclude the review in the fourth
quarter of 1998. 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, Cyprus
Miami cannot reasonably estimate the amount and, therefore, has not taken
potential recoveries into consideration in the recorded reserve.
At September 30, 1998, Cyprus Amax had accruals of approximately $289 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 $490 million. Additionally, the cost range of
reasonably possible outcomes for sites where remediation costs are estimable is
from $50 million to $260 million, of which approximately $77 million was
reserved at September 30, 1998. Work on these sites is expected to be
substantially completed in the next several years, subject to the inherent
delays involved in the process.
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,
---------------------------------- ----------------------------------
1998 1997 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Segment Revenue
Copper/Molybdenum $ 322 $ 401 $1,011 $1,211
Coal 238 353 732 1,090
Other 25 106 193 288
----- ----- ------ ------
$ 585 $ 860 $1,936 $2,589
===== ===== ====== ======
Segment Operating Income (Loss)
Copper/Molybdenum $ 25 $ 79 $ 107 $ 263
Coal 33 26 65 84
Other (1) (2) (43) 12
----- ----- ------ ------
57 103 129 359
Corporate (11) (16) (32) (52)
Interest, Net (33) (43) (117) (118)
Equity Investments and Other 13 (2) 11 (8)
----- ----- ------ ------
Income (Loss) Before Income Taxes and
Minority Interest 26 42 (9) 181
Income Tax (Provision) Benefit (6) 1 (4) (16)
Minority Interest (1) 1 - 2
----- ----- ------ ------
Net Income (Loss) $ 19 $ 44 $ (13) $ 167
===== ===== ====== ======
</TABLE>
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<PAGE>
Note 6. Dispositions
- ---------------------
On October 13, 1998, Cyprus Amax completed the sale of its Cyprus Foote Mineral
Company lithium subsidiary to an affiliate of Chemetall GmbH, a specialty
chemicals unit of Metallgesellschaft AG. Cyprus Amax received $305 million in
cash in the transaction and expects to report a pre-tax gain of approximately
$150 million from the sale. This should result in an after-tax gain of slightly
over $100 million in the fourth quarter.
On June 29, 1998, Cyprus Amax completed the sale of 11 of its Appalachian and
Midwest coal properties to Coal Ventures, Inc. of Ashland, Kentucky. The total
value received by Cyprus Amax in the transaction was approximately $300 million,
which consisted of $93 million in cash, $140 million in assumption of long-term
liabilities, and tax benefits, future royalties and equipment payments. Cyprus
Amax recorded a second quarter after-tax charge of $12 million on the sale.
On June 1, 1998, Amax Gold completed its merger with Toronto-based Kinross Gold
Corporation. Cyprus Amax's 58.8% share of Amax Gold Common Stock was converted
into Kinross shares at the rate of 0.8 of a share of Kinross Common Stock for
each share of Amax Gold. Cyprus Amax also purchased about $135 million of
Kinross Common Stock for cash and indebtedness of Amax Gold. Cyprus Amax owns
approximately 31 percent of the new Kinross and received warrants to buy an
additional 10 million shares of Kinross. Beginning June 1, 1998, Cyprus Amax
reported its investment in Kinross on an equity basis.
-7-
<PAGE>
Review by Independent Accountants
- ---------------------------------
The financial information as of September 30, 1998, and for the three-month and
nine-month periods ended September 30, 1998 and 1997, included in Part I
pursuant to Rule 10-01 of Regulation S-X has been reviewed by
PricewaterhouseCoopers LLP, the Company's independent accountants, in accordance
with standards established by the American Institute of Certified Public
Accountants. PricewaterhouseCoopers LLP's report is included as page 9 of this
quarterly report.
PricewaterhouseCoopers 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.
-8-
<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, 1998, and the related
consolidated statements of operations and of cash flows for the three-month and
nine-month periods ended September 30, 1998 and 1997. 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, 1997, 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 11, 1998, 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, 1997, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
November 16, 1998
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
- -------------------------------------------------------------------------
Financial Condition
- -------------------
Actual results may vary materially from any forward-looking statements the
company makes. All of the information set forth in this Form 10-Q and the 1997
Form 10-K, including without limitation the Cautionary Statement and Risk
Factors described, should be considered and evaluated.
Results of Operations
- ---------------------
Cyprus Amax Minerals Company reported consolidated net income of $19 million, or
16 cents per share, on revenue of $585 million for the third quarter of 1998,
compared with 1997 earnings of $44 million, or 42 cents per share, on revenue of
$860 million. The 1998 amounts included after-tax gains of $26 million, or 28
cents per share, from the sales of certain assets and after-tax gains of $5
million, or 6 cents per share, from favorable coal legal settlements. Of the
$26 million of after-tax gains from the sales of certain assets, $13 million was
from the sale of hedge positions by Kinross Gold Corporation, $10 million on the
sale of an Oakbridge Ltd. Coal mine in Australia, and $3 million on the sale of
real estate. The 1997 amounts included an $8 million favorable prior year tax
settlement. Lower third quarter 1998 results, excluding the above-mentioned
special charges, reflected lower copper and molybdenum realizations, partially
offset by lower copper cost of sales.
<TABLE>
<CAPTION>
Three Months Nine Months
Selected Results Ended September 30, Ended September 30,
----------------------------- --------------------------------
(In millions except per share data) 1998 1997 1998 1997
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Revenue $ 585 $ 860 $1,936 $2,589
Net Income (Loss) $ 19 $ 44 $ (13) $ 167
Basic Earnings Per Share $ .16 $ .42 $ (.28) $ 1.63
</TABLE>
The 1998 third quarter revenue of $585 million was $275 million lower than the
comparable 1997 quarter due to lower metals realizations and the impact from the
coal properties sold in the second quarter of 1998.
For the first nine months, Cyprus Amax reported a loss of $13 million, or 28
cents per share, compared with 1997 earnings for the period of $167 million, or
$1.63 per share.
Dispositions
On October 13, 1998, Cyprus Amax completed the sale of its Cyprus Foote Mineral
Company lithium subsidiary to an affiliate of Chemetall GmbH, a specialty
chemicals unit of Metallgesellschaft AG. Cyprus Amax received $305 million in
cash in the transaction and expects to report a pre-tax gain of approximately
$150 million from the sale. This should result in an after-tax gain of slightly
over $100 million in the fourth quarter.
On June 29, 1998, Cyprus Amax completed the sale of 11 of its Appalachian and
Midwest coal properties to Coal Ventures, Inc. of Ashland, Kentucky. The total
value received by Cyprus Amax in the transaction was approximately $300 million,
which consisted of $93 million in cash, and $140 million in assumption of long-
term liabilities, and tax benefits, future royalties and equipment payments.
Cyprus Amax recorded a second quarter after-tax charge of $12 million on the
sale. The sale involved operating properties in Kentucky, West Virginia,
Indiana, and Tennessee, which produced about 16 million tons of Cyprus Amax's
total coal production of 88 million tons in 1997 and employed about 1,300
people. As a result of the sale, Cyprus Amax Coal expects coal revenue to
decline to about $920 million in 1998.
-10-
<PAGE>
On June 1, 1998, Amax Gold completed its merger with Toronto-based Kinross Gold
Corporation. Cyprus Amax's 58.8% share of Amax Gold Common Stock was converted
into Kinross shares at the rate of 0.8 of a share of Kinross Common Stock for
each share of Amax Gold. Cyprus Amax also purchased about $135 million of
Kinross Common Stock for cash and indebtedness of Amax Gold. Cyprus Amax now
owns approximately 31 percent of Kinross and received warrants to buy an
additional 10 million shares of Kinross. Beginning June 1, 1998, Cyprus Amax
reports its investment in Kinross on an equity basis.
Potential Disposition
- ---------------------
On October 22, 1998, Cyprus Amax's Board of Directors approved the engagement of
Salomon Smith Barney to undertake a possible sale of Cyprus Amax Coal Company.
Cyprus Amax will seek to maximize the value of the Coal Company through a sale
or the establishment of a Master Limited Partnership Trust, although there can
be no assurances that a sale will be consummated. Proceeds from this transaction
and recent asset sales are expected to be used to reduce debt, fund the share
buyback program, and continue to significantly strengthen financial position and
support growth opportunities in Cyprus Amax's core mining business.
Segment Results
Segment income is earnings before corporate overhead, interest, equity
investments 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) 1998 1997 1998 1997
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue $ 322 $ 401 $1,011 $1,211
Segment Operating Income $ 25 $ 79 $ 107 $ 263
</TABLE>
Copper/Molybdenum earned $25 million during the third quarter of 1998 compared
with earnings of $79 million in the 1997 period. Earnings decreased primarily
due to 19 cents per pound lower copper realizations, partially offset by 6 cents
per pound lower copper cost of sales.
Third quarter copper realizations averaged 82 cents per pound, 19 cents lower
than the 1997 quarter. As of September 30, 1998, Cyprus Amax has price
protection programs in place that will ensure a minimum average realization on a
LME basis of 85 cents per pound on 24 million pounds for the fourth quarter of
1998. The copper price protection program favorably impacted third quarter 1998
operating earnings by $13 million, or 5 cents per pound.
<TABLE>
<CAPTION>
Three Months Nine Months
Selected Operating Data Ended September 30, Ended September 30,
----------------------------- -------------------------------
(In millions except as noted) 1998 1997 1998 1997
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Copper Sales Volume, Pounds 291 306 859 853
Produced Copper Sold, Pounds 254 265 748 771
Copper Production, Pounds 243 257 710 762
Average Copper Realization, $/Pound $ .82 $1.01 $ .85 $1.08
Cost of Sales, $/Pound $ .71 $ .77 $ .73 $ .79
Net Cash Cost, $/Pound $ .54 $ .63 $ .56 $ .63
Full Cost, $/Pound $ .69 $ .76 $ .71 $ .75
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Three Months Nine Months
Selected Operating Data Ended September 30, Ended September 30,
----------------------------- -------------------------------
(In millions except as noted) 1998 1997 1998 1997
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Bagdad
- ------
Production - Pounds 54 61 160 183
Material Mined - Tons 15.5 19.5 46.9 57.6
Ore Mined - Tons 7.7 8.0 22.4 22.8
Ore Milled - Tons 7.6 7.8 22.4 22.8
Ore Grade - % .38 .42 .37 .43
Miami
- -----
Production - Pounds 43 40 124 114
Material Mined - Tons 25.0 26.4 74.2 76.8
Ore Mined - Tons 8.0 7.8 24.7 23.5
Ore Grade - % .39 .42 .34 .49
Sierrita
- --------
Production - Pounds 54 60 162 188
Material Mined - Tons 21.7 24.9 68.6 72.0
Ore Mined - Tons 10.1 10.1 29.5 31.1
Ore Milled - Tons 10.3 9.9 30.3 30.7
Ore Grade - % .25 .30 .26 .30
Cerro Verde
- -----------
Production - Pounds 33 31 96 91
Material Mined - Tons 9.9 9.0 26.5 28.4
Ore Mined - Tons 2.5 2.4 7.4 6.9
Ore Grade - % .83 .78 .81 .80
El Abra
- -------
Production - Pounds (51%) 57 58 161 160
Material Mined - Tons (100%) 10.9 8.0 30.2 22.5
Ore Mined - Tons (100%) 9.7 8.0 27.7 22.5
Ore Grade - % .78 .98 .78 .96
Molybdenum Sales - Pounds 13 15 45 46
Produced Molybdenum Sold - Pounds 13 14 45 45
Molybdenum Production - Pounds 15 16 46 48
Average Realization - $/Pound $5.07 $5.62 $5.16 $5.60
Henderson
- ---------
Production - Pounds 6.8 9.9 23.2 28.8
Material Mined - Tons 1.8 2.0 5.3 5.9
Ore Milled - Tons 1.8 2.0 5.3 5.9
Ore Grade - % .22 .28 .24 .27
</TABLE>
During the quarter, Cyprus Amax sold 254 million pounds of produced copper, 11
million pounds lower than in the 1997 third quarter. Cost of sales decreased 6
cents per pound from the 1997 period to 71 cents per pound for the third quarter
of 1998. This decrease reflects lower worldwide costs.
Third quarter net cash costs decreased 9 cents per pound from the 1997 third
quarter to 54 cents per pound primarily reflecting lower cost production from
all operations, which is an all-time record low, excluding molybdenum by-product
credits.
-12-
<PAGE>
Copper production totaled 243 million pounds for the quarter, 14 million pounds
lower than in the 1997 period. The decrease is in accordance with the plan to
reduce higher cost domestic sulfide ore production.
Primary molybdenum operations earned $3 million for the third quarter compared
with $17 million for the 1997 period. The 1998 third quarter realizations
averaged $5.07 per pound compared with $5.62 per pound during the 1997 quarter.
Production of 15 million pounds was 1 million pounds lower than 1997, and sales
decreased 2 million pounds to 13 million pounds for the third quarter of 1998.
For the first nine months, Copper/Molybdenum earnings were $107 million compared
with $263 million in 1997. The lower earnings primarily reflect 23 cents per
pound lower copper realizations partially offset by 6 cents per pound lower
copper cost of sales.
Coal
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------- ---------------------------------
Selected Results (In millions) 1998 1997 1998 1997
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue $ 238 $ 353 $ 732 $1,090
Segment Operating Income $ 33 $ 26 $ 65 $ 84
</TABLE>
Coal reported third quarter earnings of $33 million compared with 1997 third
quarter earnings of $26 million. During the third quarter of 1998, Coal reported
a pre-tax gain of $7 million from favorable legal settlements. Excluding the
settlements, earnings were $26 million, which were comparable with 1997.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------- ---------------------------------
Selected Operating Data 1998 1997 1998 1997
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Sales Volume - Millions of Tons
- -------------------------------
Eastern Mines 4.1 7.9 14.9 21.6
Western Mines - Powder River Basin 10.8 10.5 31.7 31.0
Western Mines - Other 3.5 3.3 9.5 9.3
Springvale .3 .4 .9 1.2
------ ------ ------ ------
Total Sales 18.7 22.1 57.0 63.1
====== ====== ====== ======
Oakbridge Equity Share 1.5 1.5 4.3 4.3
Average Realization - $/Ton $11.88 $14.82 $12.58 $14.49
Domestic Average Contract Price - $/Ton $10.78 $13.94 $11.79 $13.74
Domestic Average Spot Price - $/Ton $20.79 $17.42 $18.60 $17.08
Australian Contract Price - $/Ton $17.52 $23.25 $20.26 $25.20
Australian Spot Price - $/Ton $14.06 $18.92 $16.94 $21.29
Average Cost of Sales - $/Ton $10.75 $13.76 $11.52 $14.82
Average Cash Cost - $/Ton $ 8.79 $11.70 $ 9.77 $11.66
Average Unit Costs - $/Ton $10.74 $13.76 $11.56 $13.57
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
-------------------------------- ---------------------------------
Selected Operating Data 1998 1997 1998 1997
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Clean Production - Millions of Tons
- -----------------------------------
Pennsylvania 3.1 2.7 9.0 8.4
Kentucky - 1.7 2.0 4.8
West Virginia - 2.1 1.5 6.0
Midwest .3 .8 1.6 3.1
Wyoming - Powder River 10.7 10.5 31.1 31.0
Colorado 2.5 2.5 7.7 8.1
Utah .8 .6 1.5 1.5
Springvale .3 .5 .9 1.0
------ ------ ------ ------
Total Production 17.7 21.4 55.3 63.9
====== ====== ====== ======
Oakbridge Equity Share 1.0 1.6 3.9 3.9
</TABLE>
The 1998 third quarter statistics for average realization, cost of sales, cash
cost, and unit costs decreased 20 to 25 percent per ton due to the properties
sold. Following are the above statistics restated for all periods presented to
exclude the sold properties.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30, Ended September 30,
------------------- -------------------
1998 1997 1998 1997
--------- -------- ----------- ------
<S> <C> <C> <C> <C>
Average Realization - $/Ton $11.88 $11.69 $11.70 $12.01
Average Cost of Sales - $/Ton $10.75 $10.51 $10.67 $11.07
Average Cash Cost - $/Ton $ 8.79 $ 8.03 $ 8.85 $ 9.04
Average Unit Costs - $/Ton $10.74 $10.51 $10.71 $11.07
</TABLE>
Coal production of 19 million tons in the third quarter was 4 million tons lower
than in 1997, and sales of 20 million tons were 3 million tons lower than in the
third quarter of 1997. Gains in productivity and/or production from our
Pennsylvania, Powder River Basin and Colorado mines and reductions in selling
and administrative expenses continued during the quarter.
The Willow Creek mine in Utah achieved commercial production on October 1, 1998.
Cyprus Amax's equity share in Oakbridge, which is reported in Interest, Equity
Investments and Other, reflected earnings of $5 million for the third quarter of
1998 compared with a loss of $2 million in the comparable 1997 period. The $7
million favorable increase was due to a pre-tax gain of $10 million on the sale
of an Oakbridge Ltd. coal mine in Australia.
For the first nine months, Coal earned $65 million compared with $84 million in
the first nine months of 1997.
-14-
<PAGE>
<TABLE>
<CAPTION>
Other Minerals
Three Months Nine Months
Ended September 30, Ended September 30,
---------------------------------- ----------------------------------
Selected Results (In millions) 1998 1997 1998 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Segment Operating Income $ (1) $ (2) $ (43) $ 12
===== ===== ===== =====
Lithium $ 4 $ 6 $ 12 $ 17
Amax Gold - 2 10 5
Businesses Sold/Non-Operating 4 1 (26) (2)
Exploration Expense (9) (10) (35) (26)
Other/Kubaka Gain - (1) (4) 18
----- ----- ----- -----
Total $ (1) $ (2) $ (43) $ 12
===== ===== ===== =====
Selected Operating Data (In millions)
Lithium
Sales Volumes - Millions of Lbs.
Carbonate Equiv. 8.2 10.8 30.0 34.5
Gold (100 percent basis)(1)
Sales Volumes - Thousands of Ounces - 224 346 519
(1) Data through May 31, 1998.
</TABLE>
Other Minerals, which includes Lithium, Amax Gold, Exploration, and Businesses
Sold/Non-Operating and Other, had a combined loss of $1 million compared with a
$2 million loss for the third quarter of 1997. Lithium earned $4 million, which
was $2 million lower than the 1997 third quarter, due primarily to lower
carbonate prices and lower sales volumes. There were no earnings for Amax Gold
in the third quarter due to the merger with Kinross Gold Corporation on June 1,
1998. Cyprus Amax's investment in Kinross Gold earnings are reflected in Equity
Investments and Other. Businesses Sold/Non-Operating earnings increased $3
million to $4 million primarily due to a $5 million pre-tax gain on the sale of
real estate. Exploration expense of $9 million was $1 million lower than last
year due to a reduction in gold exploration expenditures.
The year-to-date earnings for Other Minerals declined to a $43 million loss
compared to earnings of $12 million in the first nine months of 1997 primarily
due to a $23 million settlement of litigation associated with the oil and gas
properties acquired with the Amax merger and subsequently sold in 1994, $16
million of increased exploration expenses associated with the Kansanshi project
in Africa and Frieda River project in Papua New Guinea, $7 million gain from
Amax Gold monetizing a portion of its foreign tax net operating losses, $5
million pre-tax gain on the sale of real estate, and the absence of the $19
million gain on the sale of Kubaka to Amax Gold in 1997.
On October 13, 1998, Cyprus Amax completed the sale of its Cyprus Foote Mineral
Company lithium subsidiary to an affiliate of Chemetall GmbH, a specialty
chemicals unit of Metallgesellschaft AG. Cyprus Amax received $305 million in
cash in the transaction and expects to report a pre-tax gain of approximately
$150 million from the sale. This should result in an after-tax gain of slightly
over $100 million in the fourth quarter.
Corporate expenses for the third quarter were $11 million, or $5 million lower
primarily due to cost reductions, and for the first nine months of 1998 were $32
million, or $20 million lower than the same periods in 1997 primarily due to
cost reductions and the absence of a pre-tax cost of $7 million for the debt
tender in 1997.
Interest, Equity Investments and Other expense was $20 million for the 1998
third quarter, compared with expense of $45 million for 1997. Net interest
expense of $33 million for the third quarter of 1998 was $10 million lower than
the 1997 period reflecting the significant reduction in debt. Interest expense
decreased by
-15-
<PAGE>
$16 million, however interest income decreased by $6 million from the 1997 third
quarter. Equity Investments and Other reflected earnings of $13 million
compared with a loss of $2 million in 1997. The $15 million increase included a
pre-tax gain of $10 million on the sale of an Oakbridge Ltd. coal mine in
Australia and a pre-tax gain of $13 million for the recognition of the sale by
Kinross Gold of the pre-merger Amax Gold hedging portfolio. Excluding these
special gains, Cyprus Amax's equity investments in Oakbridge and Kinross Gold
incurred a combined operating loss of $10 million. Year-to-date interest,
equity and other expense of $106 million was $20 million lower than in 1997
primarily due to the above-mentioned factors.
Liquidity and Capital Resources
At September 30, 1998, the Company had a ratio of long-term debt to total
capitalization of 43.8 percent, a ratio of current assets to current liabilities
of 1.4 to 1.0, and a cash balance of $166 million at September 30. At December
31, 1997, the comparable ratios were 48.6 percent and 1.4 to 1.0, respectively.
The Company's cash balance decreased from $250 million to $166 million at
September 30 due primarily to capital expenditures of $170 million, advances to
and investments in affiliates of $62 million, net debt repayments of $81
million, dividend payments of $70 million, partially offset by cash provided by
operations of $211 million and proceeds from the sale of assets of $115 million.
For the first nine months of 1998, capital expenditures, excluding capitalized
interest, were $170 million. Copper/Molybdenum capital expenditures of $85
million included $44 million for the Henderson 2000 project and the remainder
primarily for sustaining and replacement capital. Coal capital expenditures of
$71 million included $39 million for the development of the Willow Creek mine in
Utah and the remainder primarily for sustaining and replacement capital. Total
capital spending for 1998 is projected to be less than $250 million, with over
58 percent and 36 percent spent on copper/molybdenum and coal projects,
respectively.
For the full year 1998, Cyprus Amax expects to spend approximately $95 million
for reclamation, remediation, and environmental compliance.
During 1998, Cyprus Amax expects to be able to generate sufficient funds for
general corporate purposes, capital expenditures, and acquisitions through
internally generated funds, sales of selected assets, and existing or new
borrowings.
Cyprus Amax paid regular dividends of 20 cents per share on its common stock and
$1.00 per preferred share during the quarter. At September 30, 1998, 91,168,504
shares of the Company's Common Stock were outstanding.
Effective July 1, 1998, Cyprus Amax modified the employee savings plan, which
returned approximately 2 million shares held in trust to the Company's treasury.
This transaction had no impact on earnings.
On August 28, 1998 the Cyprus Amax Board of Directors approved a program to buy
up to 10 million of its common shares on the open market. As of November 13,
1998, 779,500 shares have been purchased at an average cost of $11.53 per share
or $9.0 million.
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, was issued in June 1998. SFAS
133 requires companies to report the fair-market value of derivatives on the
balance sheet and record in income and other comprehensive income, as
appropriate, any changes in the fair value of the derivative. This statement is
effective for all fiscal quarters of the fiscal years beginning after June 15,
1999. The Company does not expect the statement to have a material impact.
-16-
<PAGE>
Year 2000 Readiness Disclosure
- ------------------------------
Reference is made to the Year 2000 (Year 2000 or Y2K) statement under the
heading: "YEAR 2000 CONVERSION" on page 28 of the 1997 Annual Report, which is
restated below and is hereby designated as a "Year 2000 Readiness Disclosure."
"Cyprus Amax has created and staffed a Year 2000 Program Management Office
to oversee and coordinate Year 2000 conversion for the company. Year 2000
data processing has potential implication to Cyprus Amax's business
applications and automated mine operations, such as process controllers and
other electronic measuring devices. Cyprus Amax has initiated involvement
from site, division, and corporate personnel to investigate and address
Year 2000 compliance, and projects are underway to timely identify,
evaluate, and implement Year 2000 compliance solutions. Cyprus Amax is
also communicating with customers, manufacturers, supplier, financial
institutions, and others with whom it does business to coordinate Year 2000
compliance. The total cost of Year 2000 projects is estimated to range
from $23 million to $29 million, which will be expensed as incurred. All
critical applications are expected to be compliant by the end of 1999."
In addition, Cyprus Amax has created a four-step approach to identify and
resolve Year 2000 issues that may adversely affect the Company. First, Cyprus
Amax is inventorying its existing systems, including embedded systems in
operational equipment. The Company is utilizing some outside engineering
resources to analyze certain embedded systems. Second, Cyprus Amax has initiated
an assessment that includes prioritization of system criticality and review of
vendor Y2K compliance statements. The remaining steps include system remediation
and testing of any system changes or upgrades. These steps are in various stages
of completion with some of the more critical systems already completed. Current
plans call for completion of all four steps for mission-critical systems by
June, 1999. As of September 30, 1998, $8 million of the anticipated $23 million
to $29 million total expected costs have been spent.
The Company has sent out an initial mailing to suppliers, vendors, and customers
and is monitoring responses. Since The Y2K efforts of third parties cannot be
controlled, the Company believes this represents the largest potential Y2K risk
in the future. Although there are many areas of potential risk, at present
Cyprus Amax believes that the highest potential risks are problems with the
provision of power to its operations, transportation related problems, and the
potential failure or undue degradation of customer demand or markets for its
products, any of which could have an adverse impact on the Company's operations
and financial results.
Cyprus Amax is also undertaking a contingency planning effort to identify
alternatives that could be used to mitigate the effects of Y2K related failures.
The Company expects to have a contingency plan in place by June, 1999.
Readers are cautioned that forward-looking statements contained herein should be
read in conjunction with the Company's disclosures under the heading:
"CAUTIONARY "SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995"
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 levels, such as cash operating costs, capital expenditure levels,
certain significant cost and expenses, price protection programs, 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
-17-
<PAGE>
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 activities,
results of pending and future feasibility studies, operating and development
project risks, changes in project parameters as plans continue to be refined,
political, economic and operational risks of foreign and domestic operations,
joint venture relationships, competitive conditions, 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.
-18-
<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
- --------------------------
Cyprus Amax has revised its reserves for domestic coal operations due to revised
long-term mine plans, sale of mines, technology enhancements and continued
assessment of future market demand for various coal qualities.
<TABLE>
<CAPTION>
Projected December 31, 1998 Reserves
(Millions of Tons)
--------------------------------------------------
Coal Mineable with Total Proved
Operating Existing Require New and Probable
Unit Facilities Facilities Reserve
- --------------- ---------------- ------------- -------------
<S> <C> <C> <C>
Pennsylvania 382 417 799
Midwest 35 - 35
Wyoming 910 - 910
Colorado 155 - 155
Utah 106 - 106
----- --- -----
1,588 417 2,005
===== === =====
</TABLE>
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
- ------- -------------------------------------------------- ----------
<C> <S> <C>
(11) Statement re computation of per share earnings.
(15) Letter re unaudited interim financial information.
(27) Financial data schedule.
</TABLE>
-19-
<PAGE>
(b) A Form 8-K was filed on October 28, 1998 in regards to the sale of Cyprus
Foote Mineral Company.
-20-
<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 16, 1998 /s/ John Taraba
--------------------- --------------------------
Vice President and
Controller
-21-
<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,
--------------------------------- ----------------------------------
1998 1997 1998 1997
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Net Income (Loss) $ 19 $ 44 $ (13) $ 167
Preferred Stock Dividends (5) (5) (14) (14)
------ ------ ------ ------
Income (Loss) Applicable to Common Shares $ 14 $ 39 $ (27) $ 153
====== ====== ====== ======
Basic:
Average Common Shares Outstanding 92.9 93.4 93.4 93.4
====== ====== ====== ======
Diluted:
Average Common Shares Outstanding 92.9 93.4 93.4 93.4
Common Stock Equivalents - Options - .1 - .1
Conversion of Series A Preferred Stock 9.6 9.6 9.6 9.6
------ ------ ------ ------
Diluted Average Common
Shares Outstanding 102.5 103.1 103.0 103.1
====== ====== ====== ======
Basic Earnings per Common Share $ .16 $ .42 $ (.28) $ 1.63
Diluted Earnings per Share $ .19 $ .43 $ (.12) $ 1.61
</TABLE>
<PAGE>
EXHIBIT 15
November 16, 1998
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 16, 1998 (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 September 30,
1998, 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/ PricewaterhouseCoopers LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 166
<SECURITIES> 0
<RECEIVABLES> 22
<ALLOWANCES> 6
<INVENTORY> 407
<CURRENT-ASSETS> 818
<PP&E> 6,633
<DEPRECIATION> 2,696
<TOTAL-ASSETS> 5,380
<CURRENT-LIABILITIES> 599
<BONDS> 1,764
0
5
<COMMON> 1
<OTHER-SE> 2,254
<TOTAL-LIABILITY-AND-EQUITY> 5,380
<SALES> 1,901
<TOTAL-REVENUES> 1,936
<CGS> 1,707
<TOTAL-COSTS> 1,805
<OTHER-EXPENSES> 34
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 117<F1>
<INCOME-PRETAX> (9)
<INCOME-TAX> 4
<INCOME-CONTINUING> (13)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (13)
<EPS-PRIMARY> (.28)
<EPS-DILUTED> (.12)
<FN>
<F1>Net of interest income, $10 million, and capitalized interest, $4 million.
</FN>
</TABLE>
