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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
Commission file number 1-82
PHELPS DODGE CORPORATION
(a New York corporation)
13-1808503
(I.R.S. Employer Identification No.)
2600 N. Central Avenue, Phoenix, AZ 85004-3089
Registrant's telephone number: (602) 234-8100
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 Common Shares outstanding at May 10, 1999: 57,975,000 shares.
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<PAGE>
PHELPS DODGE CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
Table of Contents
Part I. Financial Information
Item 1. Financial Statements
Statement of Consolidated Operations
Consolidated Balance Sheet
Consolidated Statement of Cash Flows
Consolidated Statement of Common Shareholders' Equity
Financial Data by Business Segment
Notes to Consolidated Financial Information
Review by Independent Accountants
Report of Independent Accountants on Review of Interim Financial
Information
Item 2. Management's Discussion and Analysis
Results of Operations
Results of Phelps Dodge Mining Company
Results of Phelps Dodge Industries
Other Matters Relating to the Statement of Consolidated Operations
Changes in Financial Condition
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signatures
Index to Exhibits
<PAGE>
PHELPS DODGE CORPORATION AND SUBSIDIARIES
PART 1. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements First Quarter
-------------------
1999 1998
---- ----
STATEMENT OF CONSOLIDATED OPERATIONS
(Unaudited; in millions except per share data)
<S> <C> <C>
SALES AND OTHER OPERATING REVENUES ........................ $ 663.1 798.3
------- -----
OPERATING COSTS AND EXPENSES
Cost of products sold ................................. 524.1 590.4
Depreciation, depletion and amortization .............. 73.2 73.5
Selling and general administrative expense ............ 29.4 33.8
Exploration and research expense ...................... 8.8 12.9
Gain on asset disposition (see Note 4) ................ -- (186.2)
------- -----
635.5 524.4
------- -----
OPERATING INCOME .......................................... 27.6 273.9
Interest expense ...................................... (24.1) (21.7)
Capitalized interest .................................. 0.1 0.5
Miscellaneous income and expense, net ................. (7.4) 6.3
------- -----
INCOME BEFORE TAXES, MINORITY INTERESTS, EQUITY IN
NET EARNINGS OF AFFILIATED COMPANIES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGE ........................... (3.8) 259.0
Provision for taxes on income ......................... (1.4) (93.9)
Minority interests in consolidated subsidiaries ....... (0.4) (2.4)
Equity in net earnings of affiliated companies ........ 6.1 1.0
------- -----
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE ...... 0.5 163.7
Cumulative effect of accounting change (see Note 5).... (3.5) --
------- -----
NET INCOME (LOSS) ......................................... $ (3.0) 163.7
======= =====
AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC .............. 57.8 58.4
BASIC EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE ....................................... $ 0.01 2.80
Cumulative effect of accounting change (see Note 5).... (0.06) --
------- -----
BASIC EARNINGS (LOSS) PER SHARE ........................... $ (0.05) 2.80
======= =====
AVERAGE NUMBER OF SHARES OUTSTANDING - DILUTED ............ 57.9 58.7
DILUTED EARNINGS PER SHARE BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE ............................. $ 0.01 2.79
Cumulative effect of accounting change
(see Note 5) ........................................ (0.06) --
------- -----
DILUTED EARNINGS (LOSS) PER SHARE ......................... $ (0.05) 2.79
======= =====
</TABLE>
See Notes to Consolidated Financial Information.
<PAGE>
CONSOLIDATED BALANCE SHEET
(Unaudited; in millions)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
--------- ------------
ASSETS
<S> <C> <C>
Cash and cash equivalents .......................... $ 196.6 221.7
Accounts receivable, net ........................... 347.1 321.1
Inventories ........................................ 246.9 266.0
Supplies ........................................... 108.9 110.9
Prepaid expenses ................................... 16.7 16.5
Deferred income taxes .............................. 44.2 43.8
--------- -------
Current assets .................................. 960.4 980.0
Investments and long-term accounts receivable ...... 91.5 85.6
Property, plant and equipment, net ................. 3,566.7 3,587.2
Other assets and deferred charges .................. 342.4 383.7
--------- -------
$ 4,961.0 5,036.5
========= =======
LIABILITIES
Short-term debt .................................... $ 216.7 116.1
Current portion of long-term debt .................. 63.0 68.5
Accounts payable and accrued expenses .............. 422.5 451.3
Accrued income taxes ............................... 9.5 15.2
--------- -------
Current liabilities ............................. 711.7 651.1
Long-term debt ..................................... 818.1 836.4
Deferred income taxes .............................. 500.7 508.6
Other liabilities and deferred credits ............. 359.3 359.7
--------- -------
2,389.8 2,355.8
--------- -------
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES ......... 90.5 93.3
--------- -------
COMMON SHAREHOLDERS' EQUITY
Common shares, 57.9 outstanding (12/31/98 - 57.9) .. 362.1 362.1
Capital in excess of par value ..................... 2.3 1.8
Retained earnings .................................. 2,313.0 2,345.0
Accumulated other comprehensive income (loss) ...... (189.6) (113.9)
Other .............................................. (7.1) (7.6)
--------- -------
2,480.7 2,587.4
--------- -------
$ 4,961.0 5,036.5
========= =======
</TABLE>
See Notes to Consolidated Financial Information
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited; in millions)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
(Unaudited; in millions) 1999 1998
---- ----
OPERATING ACTIVITIES
<S> <C> <C>
Net income ............................................ $ (3.0) 163.7
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization .......... 73.2 73.5
Deferred income taxes ............................. (1.3) 12.5
Equity earnings net of dividends received ......... (6.1) (1.0)
Changes in current assets and liabilities:
(Increase) decrease in accounts receivable ...... (32.4) (48.3)
(Increase) decrease in inventories .............. 16.0 (7.0)
(Increase) decrease in supplies ................. 2.4 (3.5)
(Increase) decrease in prepaid expenses ......... -- (5.0)
(Increase) decrease in deferred income taxes .... (0.4) 0.8
Increase (decrease) in interest payable ......... 14.0 13.6
Increase (decrease) in other accounts payable ... (36.7) (43.3)
Increase (decrease) in accrued income taxes ..... (5.0) 78.4
Increase (decrease) in other accrued expenses ... (5.3) 8.3
Gain on asset disposition (see Note 4) ............ -- (186.2)
Other adjustments, net ............................ 8.8 (11.0)
-------- ------
Net cash provided by operating activities 24.2 45.5
-------- ------
INVESTING ACTIVITIES ....................................
Capital outlays ....................................... (30.5) (99.6)
Capitalized interest .................................. (0.1) (0.5)
Investment in subsidiaries ............................ (75.7) (116.0)
Proceeds from asset dispositions and other (see Note 4) 0.3 440.5
-------- ------
Net cash provided by (used in) investing
activities .................................. (106.0) 224.4
-------- ------
FINANCING ACTIVITIES
Increase in debt ...................................... 109.1 12.6
Payment of debt ....................................... (23.3) (19.0)
Common dividends ...................................... (29.0) (29.6)
Other, net ............................................ (0.1) 1.1
-------- ------
Net cash provided by (used in) financing
activities .................................. 56.7 (34.9)
-------- ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........ (25.1) 235.0
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ........ 221.7 157.9
-------- ------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .............. $ 196.6 392.9
======== ======
</TABLE>
See Notes to Consolidated Financial Information
<PAGE>
CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS' EQUITY
(Unaudited; in millions)
<TABLE>
<CAPTION>
Common Shares Accumulated
------------------ Capital in Other Common
Number At Par Excess of Retained Comprehensive Shareholders'
of Shares Value Par Value Earnings Income (loss) Other Equity
--------- ------- ---------- -------- ------------- ----- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1998 ............... 57.9 $362.1 $1.8 $2,345.0 ($113.9) ($7.6) $2,587.4
Stock options exercised .................. -- -- -- --
Restricted shares issued, net ............ -- -- -- 0.5 0.5
Other investment adjustments ............. 0.5 -- 0.5
Dividends on common shares ............... (29.0) (29.0)
Comprehensive income:
Net income (loss) ...................... (3.0) (3.0)
Other comprehensive income, net of tax:
Translation adjustment .............. (75.7) (75.7)
Unrealized gains on securities ...... -- --
------- --------
Other comprehensive income (loss) ... (75.7) (75.7)
------- --------
Comprehensive income (loss) ............ (78.7)
---- ------ ---- -------- ------- ----- --------
BALANCE AT MARCH 31, 1999 .................. 57.9 $362.1 $2.3 $2,313.0 ($189.6) ($7.1) $2,480.7
==== ====== ==== ======== ======= ===== ========
</TABLE>
See Notes to Consolidated Financial Information.
<PAGE>
FINANCIAL DATA BY BUSINESS SEGMENT
(Unaudited; in millions)
<TABLE>
<CAPTION>
PD Industries
Phelps ---------------------------------
Dodge Specialty Wire & Other * Segment Corp. Reconciling
Mining Chemicals Cable Segments Total Subtotal & Other Elims. Totals
------ --------- ----- ------- ----- -------- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1ST QUARTER 1999
Sales & other
operating revenues:
Unaffiliated customers .... $ 344.1 131.0 188.0 -- 319.0 663.1 -- -- 663.1
Intersegment .............. 51.8 -- -- -- -- 51.8 -- (51.8) --
Operating income (loss) .... 5.1 30.5 4.3 -- 34.8 39.9 (11.5) (0.8) 27.6
Assets at March 31 ......... 3,200.6 765.7 843.5 -- 1,609.2 4,809.8 1,067.8 (916.6) 4,961.0
- -----------------------------------------------------------------------------------------------------------------------
1ST QUARTER 1998
Sales & other
operating revenues:
Unaffiliated customers .... $ 441.2 113.3 243.8 -- 357.1 798.3 -- -- 798.3
Intersegment .............. 66.1 -- 0.7 -- 0.7 66.8 -- (66.8) --
Gain on asset disposition .. -- -- -- 186.2 186.2 186.2 -- -- 186.2
Operating income (loss) .... 57.6 21.8 24.5 186.2 232.5 290.1 (16.2) -- 273.9
Assets at March 31 ......... 3,297.8 489.9 928.4 -- 1,418.3 4,716.1 626.4 (200.6) 5,141.9
- -----------------------------------------------------------------------------------------------------------------------
* Other segments include Accuride Corporation which was sold effective
January 1, 1998. (See Note 4 for a further discussion of this sale.)
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL INFORMATION
(Unaudited)
1. The unaudited consolidated financial information presented herein has been
prepared in accordance with the instructions to Form 10-Q and does not
include all of the information and note disclosures required by generally
accepted accounting principles. Therefore, this information should be read
in conjunction with the consolidated financial statements and notes thereto
included in our Form 10-K for the year ended December 31, 1998. This
information reflects all adjustments that are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods reported.
2. The results of operations for the three-month period ended March 31, 1999,
are not necessarily indicative of the results to be expected for the full
year.
3. Depending on market circumstances, we may periodically purchase or
liquidate various copper price protection contracts for a portion of our
expected future mine production to mitigate the risk of adverse price
fluctuations. We currently have no such copper price protection contracts
in place.
4. Effective January 1, 1998, we sold a 90 percent interest in our wheel and
rim manufacturing business, Accuride Corporation and related subsidiaries
(Accuride), to an affiliate of Kohlberg Kravis Roberts and Co. (KKR) and
the existing management of Accuride. That sale resulted in a pre-tax gain
of $186.2 million in the 1998 first quarter ($122.9 million after taxes, or
$2.09 per common share). The remaining 10 percent interest in Accuride was
sold to RSTW Partners III, L.P., on September 30, 1998, resulting in a
pre-tax gain of $12.6 million ($8.3 million after taxes, or $0.14 per
common share). Under the terms of the sales agreements, we received total
proceeds of $465.9 million from the two transactions, less $16.4 million in
working capital adjustments and transaction costs.
5. In the 1999 first quarter, we adopted SOP 98-5, "Reporting on the Costs of
Start-Up Activities." The implementation resulted in a $3.5 million
after-tax charge, or $0.06 cents per common share representing the
write-off of previously unamortized start-up costs at our Candelaria mining
operation in Chile and our magnet wire operation in Monterrey, Mexico.
6. In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
statement requires recognition of all derivatives as either assets or
liabilities on the balance sheet and measurement of those instruments at
fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income (loss). Proper
accounting for changes in fair value of derivatives held is dependent on
whether the derivative transaction qualifies as an accounting hedge and on
the classification of the hedge transaction. The statement is required to
be adopted in the first quarter of 2000. We are evaluating the effect this
statement will have on our financial reporting and disclosures as well as
on our derivative and hedging activities.
REVIEW BY INDEPENDENT ACCOUNTANTS
The financial information as of March 31, 1999, and for the three-month
periods ended March 31, 1999 and 1998, included in Part I pursuant to Rule 10-01
of Regulation S-X has been reviewed by PricewaterhouseCoopers LLP
(PricewaterhouseCoopers), the Corporation's independent accountants, in
accordance with standards established by the American Institute of Certified
Public Accountants. PricewaterhouseCoopers' report is included in this quarterly
report.
PricewaterhouseCoopers does not carry out any significant or additional
audit tests beyond those that 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.
<PAGE>
<AUDIT-REPORT>
PRICEWATERHOUSECOOPERS LLP
REPORT OF INDEPENDENT ACCOUNTANTS
April 12, 1999
To the Board of Directors and Shareholders
of the Phelps Dodge Corporation
We have reviewed the accompanying consolidated balance sheet of Phelps Dodge
Corporation and its subsidiaries as of March 31, 1999, and the consolidated
statements of operations, of cash flows and of common shareholders' equity for
the three-month periods ended March 31, 1999 and 1998. This financial
information is the responsibility of the Corporation'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 consolidated financial information referred to above
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, 1998, and the related
consolidated statements of income, of cash flows and of common shareholders'
equity for the year then ended (not presented herein), and in our report dated
January 14, 1999, 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, 1998, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Phoenix, Arizona
</AUDIT-REPORT>
<PAGE>
Item 2. Management's Discussion and Analysis
The U.S. securities laws provide a "safe harbor" for certain
forward-looking statements. This quarterly report contains "forward-looking
statements" that express expectations of future events or results. All
statements based on future expectations rather than historical facts are
forward-looking statements that involve a number of risks and uncertainties, and
Phelps Dodge Corporation (the company, which may be referred to as Phelps Dodge,
we, us or ours) cannot give assurance that such statements will prove to be
correct. Please refer to the Management's Discussion and Analysis sections of
the company's report on Form 10-K for the year ended December 31, 1998.
RESULTS OF OPERATIONS
Earnings
The company had consolidated earnings in the 1999 first quarter of $0.5
million, or 1 cent per common share, before the cumulative effect of an
accounting change. Included in first quarter earnings was an after-tax currency
exchange loss of $6.9 million, or 12 cents per common share, due to the
devaluation of the Brazilian real, that was offset by an equivalent after-tax
gain from the sale of property by our equity basis Philippine wire and cable
affiliate. After recognizing an after-tax charge of $3.5 million, or 6 cents per
common share, from an accounting change to write off previously unamortized
start-up costs at our Candelaria mining operation in Chile and our magnet wire
operation in Monterrey, Mexico, our total consolidated net loss for the quarter
was $3.0 million, or 5 cents per common share. Earnings in the 1998 first
quarter were $40.8 million, or 70 cents per common share, before a
non-recurring, after-tax gain of $122.9 million, or $2.09 per common share, from
the January 1998 disposition of Accuride. Net income for the 1998 first quarter
after the non-recurring gain was $163.7 million, or $2.79 per common share.
Earnings before non-recurring items were less in the 1999 first quarter
than in the corresponding 1998 period principally as a result of lower average
copper prices and lower wire and cable sales. The average spot price per pound
of cathode copper on the New York Commodity Exchange (COMEX) was approximately
13 cents per pound, or 17 percent, lower in the first quarter of 1999 than the
average price in the corresponding 1998 period.
The COMEX spot price per pound of copper cathode, upon which we base
our selling price, averaged 64 cents in the 1999 first quarter, compared with 77
cents in the corresponding 1998 period. From April 1 to May 10, 1999, the COMEX
price averaged 68 cents per pound, closing at 71 cents on May 10, 1999.
Any material change in the price we receive for copper, or in our unit
production costs, has a significant effect on our results. Our share of current
annual production is approximately 1.6 billion pounds of copper. Accordingly,
each 1 cent per pound change in our average annual realized copper price, or in
our average annual unit production costs, causes a variation in annual operating
income before taxes of approximately $16 million.
Depending on market circumstances, we may periodically purchase or
liquidate various copper price protection contracts for a portion of our
expected future mine production to mitigate the risk of adverse price
fluctuations. We currently have no such copper price protection contracts in
place.
The outlook for earnings in 1999 is uncertain due to the variability of
copper prices and currency fluctuations. At copper prices ranging from 65 to 70
cents per pound, and excluding foreign currency exchange fluctuations, we
believe the company should operate near breakeven.
Sales
Sales were $663.1 million in the 1999 first quarter, compared with
$798.3 million in the corresponding 1998 period. This decrease principally
resulted from the significantly lower average copper prices, slightly lower
sales volumes of copper and lower sales of wire and cable products, partially
offset by higher sales volumes of carbon black.
RESULTS OF PHELPS DODGE MINING COMPANY
Phelps Dodge Mining Company (PD Mining) is an international business
comprising a group of companies involved in vertically integrated copper
operations including mining, concentrating, electrowinning, smelting and
refining, rod production, marketing and sales, and related activities. Copper is
sold primarily to others as rod, cathode or concentrates, and as rod to our wire
and cable segment. We also, at times, smelt and refine copper and produce copper
rod for others on a toll basis. We also produce gold, silver, molybdenum and
copper chemicals as by-products, and sulfuric acid from our air quality control
facilities. This business segment also includes our other mining operations and
investments (including fluorspar, silver and zinc operations) and our worldwide
mineral exploration and development programs.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
First Quarter
---------------------
1999 1998
---- ----
<S> <C> <C>
Copper production (short tons):
Total production .............................. 252,600 263,800
Less minority participants' shares * .......... 43,300 44,800
------- -------
Net Phelps Dodge share ........................ 209,300 219,000
======= =======
Copper sales (short tons):
Net Phelps Dodge share from own mines ......... 212,900 215,300
Purchased copper .............................. 61,000 79,900
------- -------
Total copper sales ............................ 273,900 295,200
======= =======
New York Commodity Exchange
Average spot price per pound -
copper cathodes ............................... $ 0.64 0.77
(in millions)
Sales and other operating revenues
- unaffiliated customers ...................... $ 344.1 441.2
Operating income ** ................................ $ 5.1 57.6
- ----------
* Minority participant interests include (i) a 15 percent undivided interest
in the Morenci, Arizona, copper mining complex held by Sumitomo Metal
Mining Arizona, Inc., (ii) a one-third partnership interest in Chino Mines
Company in New Mexico held by Heisei Minerals Corporation, and (iii) a 20
percent interest in Candelaria in Chile held by SMMA Candelaria, Inc., a
jointly owned subsidiary of Sumitomo Metal Mining Co., Ltd. and Sumitomo
Corporation.
** Operating income has been presented in compliance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" (with
1998 restated).
</TABLE>
- --------------------------------------------------------------------------------
PD Mining - Sales
PD Mining sales and other operating revenues to unaffiliated customers
decreased by $97.1 million, or 22 percent, in the 1999 first quarter compared
with the corresponding 1998 period. This variance primarily reflected the
decreased average selling price for copper that resulted in a revenue reduction
of approximately $77 million. The sales and other operating revenue variance
also reflected the effect of the indefinite suspension of operations at our
Cobre copper mine in New Mexico and our Ojos del Salado copper mine in Chile,
and the curtailment of production at our Chino copper operations in New Mexico
that we announced in the 1998 fourth quarter. The Ojos del Salado suspension
occurred on October 21, 1998, while the suspension of Cobre and the curtailment
at Chino were completed in phases between October 21, 1998, and the 1999 first
quarter.
PD Mining - Operating Income
PD Mining reported operating income of $5.1 million in the 1999 first
quarter, compared with $57.6 million in the corresponding 1998 period. This
decrease primarily reflected the lower average copper prices and lower sales
volumes of PD mined copper, partially offset by lower copper production costs.
Lower 1999 production costs were due in part to the 1998 curtailment and
shutdown of certain higher cost operations.
RESULTS OF PHELPS DODGE INDUSTRIES
Phelps Dodge Industries (PD Industries), our manufacturing division,
produces engineered products principally for the global energy,
telecommunications, transportation and specialty chemicals sectors. Its
operations are characterized by products with significant market share,
internationally competitive cost and quality, and specialized engineering
capabilities. The manufacturing division includes our specialty chemicals
segment and our wire and cable segment. Our specialty chemicals segment includes
Columbian Chemicals Company and its subsidiaries (Columbian). Our wire and cable
segment includes Phelps Dodge Magnet Wire Company and its subsidiaries (PD
Magnet Wire) and Phelps Dodge International Corporation and its affiliates
(PDIC).
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
First Quarter
---------------------
1999 1998
---- ----
(in millions)
<S> <C> <C>
Sales and other operating revenues
- unaffiliated customers:
Specialty chemicals .............. $ 131.0 113.3
Wire and cable ................... 188.0 243.8
-------- -----
$ 319.0 357.1
======== =====
Operating income: *
Specialty chemicals .............. $ 30.5 21.8
Wheels and rims ** ............... -- 186.2
Wire and Cable ................... 4.3 24.5
-------- -----
$ 34.8 232.5
======== =====
- ----------
* Operating income has been presented in compliance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" (with
1998 restated).
** Ninety percent of Accuride Corporation, our wheel and rim business, was
sold to an affiliate of KKR and the existing management of Accuride
effective January 1, 1998, resulting in a total pre-tax gain of $186.2
million in the 1998 first quarter. The remaining 10 percent was sold to
RSTW Partners III, L.P., on September 30, 1998, resulting in a total
pre-tax gain of $198.7 million (see Note 4 to the Consolidated Financial
Information).
</TABLE>
- --------------------------------------------------------------------------------
PD Industries - Sales
PD Industries reported sales to unaffiliated customers of $319.0
million in the 1999 first quarter, compared with $357.1 million in the
corresponding 1998 period. The decrease principally reflected lower sales in the
wire and cable segment, due to the effect of the 1999 devaluation of the
Brazilian real on the Brazilian wire and cable market, lower Venezuelan sales
and lower demand for high performance conductors in the United States. Partially
offsetting the lower wire and cable segment sales were higher sales in the
carbon black segment primarily due to the 1998 fourth quarter acquisition of a
carbon black operation in Brazil and the 1999 first quarter acquisition of a
carbon black operation in Korea.
PD Industries - Operating Income
PD Industries reported 1999 first quarter operating income of $34.8
million, compared with $46.3 million in the corresponding 1998 period before the
$186.2 million pre-tax gain from the sale of Accuride. The 1999 first quarter
operating income decrease was principally due to the effect of Asian and South
American economic difficulties and a continued slowdown in aerospace and
relevant electronic markets in the United States, partially offset by strong
performances by the carbon black businesses.
OTHER MATTERS RELATING TO THE STATEMENT OF CONSOLIDATED OPERATIONS
Selling and General Administrative Expense
Selling and general administrative expense was $29.4 million in the
1999 first quarter, compared with $33.8 million in the corresponding 1998
period. The decrease was due to generally lower corporate expenses and lower
expenses at our Brazilian wire and cable operation, primarily due to the effect
of the devaluation of the Brazilian real.
Exploration and Research and Development Expense
Our 1999 first quarter exploration and research expense was $8.8
million, a decrease of 32 percent from that in the 1998 first quarter. The
decrease reflected cutbacks in exploration programs in view of current copper
market conditions.
Miscellaneous Income and Expense, Net
Miscellaneous income and expense, net, decreased by $13.7 million in
the 1999 first quarter compared with the corresponding 1998 period. This change
principally reflected currency exchange losses (especially in Brazil), lower
interest income and lower dividend income from the Corporation's 13.9 percent
minority interest in Southern Peru Copper Corporation.
Provision for Taxes on Income
The effective tax rate has increased because our permanent differences
(which result in a net addition to book income to arrive at taxable income and
consist primarily of foreign income and expense items partially offset by
depletion) do not vary proportionately with book income. Thus, as book income
decreases, the effect of these permanent differences is magnified and our
effective tax rate increases. Additionally, our international operations are
generating income in high tax rate countries while experiencing losses in lower
tax rate countries.
Equity Earnings
Equity in net earnings of affiliated companies increased by $5.1
million primarily due to the 1999 first quarter sale of land by our equity basis
Philippine wire and cable operation.
Year 2000
We continue to review our "Year 2000" readiness. The Year 2000 issue
stems from the predominant use in computer applications of a two-digit field to
capture the year (e.g., "99" for 1999). Because the "19" is assumed in the date,
when computers turn their clocks to the year 2000, the two-digit field will read
"00" and some computer programs will assume the year is 1900. Programs that
calculate, compare or sort on a date field may cause erroneous results and
errors leading to the risk of business interruption or shutdown and other
potential problems. The Year 2000 issue is a global issue that is very complex
because of the many programs that may be impacted in any computer system. These
computer systems are used to support the activities of our businesses including
financial systems, process control technology and other computer-controlled
equipment.
We have identified the scope of the Year 2000 issue as it relates to
our operations and all levels of management are providing leadership to affect
workable solutions. A program office team has been assembled to oversee all
facets of this project including information technology and process control
system conversions, contracts and agreements with vendors, suppliers and
customers, insurance policies and security systems. We are working with major
industry associations and agencies in North America, Europe, Latin America and
Asia Pacific to facilitate the sharing of strategies and solutions. We have
hired PKS Systems Integration LLC, a consulting firm, to assist us in the
assessment and implementation of our Year 2000 conversion.
The conversion project has been structured into four phases:
o inventory phase (100 percent complete);
o assessment phase - the final cost estimation and action plan identification
phase (100 percent complete);
o remediation and testing phase (expected to be complete by the end of May
1999); and
o field implementation phase (expected to be complete by the end of the 1999
second quarter).
The process of identifying and prioritizing critical suppliers and
customers has been completed. A formal program to communicate with and evaluate
these external organizations is in progress and will be ongoing throughout the
conversion process. We are devoting special attention to the utility and
transportation companies due to their importance to our operations. Similarly,
extra attention is being given to key customers. In addition, we are in the
process of developing contingency plans to offset potential problems related to
external organizations.
Our investment in standardizing business system platforms over the past
several years has streamlined and facilitated our Year 2000 conversion
requirements by eliminating redundant technologies and allowing the sharing of
services. In addition, coordination of other initiatives (e.g., the replacement
of process control and business systems which had been previously identified for
retirement or upgrade without regard to the Year 2000 issue, with Year 2000
compliant systems) and concentrating resources on key systems are also expected
to allow us to achieve desired results.
The total cost associated with our Year 2000 conversion is not expected
to be material to our financial position and should not exceed $10 million. This
estimate does not include our potential share of Year 2000 costs that may be
incurred at operations that we do not consolidate or those expenditures for
planned system and process control upgrades that are undertaken for other
reasons and also incorporate Year 2000 compliant technology. Spending to date
has been approximately $2 million.
Failure to correct a material Year 2000 problem could result in a
potential disruption to one or more of our operations. Such failures could
materially and adversely affect our results of operations, liquidity and
financial condition. Due to the general uncertainty inherent in the Year 2000
issue, resulting in part from the uncertainty of the readiness of suppliers and
customers, we are unable to determine with any certainty the consequences of
Year 2000 failures and the materiality of these potential failures. Therefore,
we are in the process of developing contingency plans, to the extent possible,
in order to mitigate the extent of potential disruptions to the business
operations.
Potential Litigation
The Connecticut Department of Environmental Protection (the Department)
has advised us that it intends to file suit regarding purported violations of
state air emission limitations associated with the Phelps Dodge Norwich Rod Mill
in Norwich, Connecticut. As threatened, the action would seek substantial civil
money penalties. No complaint has yet been filed, and we plan to continue
discussing with the Department the basis for its proposed action.
CHANGES IN FINANCIAL CONDITION
Debt
At March 31, 1999, our total debt was $1,097.8 million, compared with
$1,021.0 million at year-end 1998. The $76.8 million increase principally
resulted from financing for the purchase of a carbon black business in Korea.
Our ratio of debt to total capitalization was 29.9 percent at March 31, 1999,
compared with 27.6 percent at December 31, 1998.
Capital Expenditures and Investments
Capital expenditures and investments during the 1999 first quarter were
$17.9 million for PD Mining and $87.4 million for PD Industries, including $76.1
million for the acquisition of an 85 percent interest in the Korean carbon black
manufacturing business of Korea Kumho Petrochemical Co., Ltd. Capital
expenditures and investments in the corresponding 1998 period were $188.2
million for PD Mining, including $113.3 million for the acquisition of Cobre
Mining Company, and $24.9 million for PD Industries. The company expects capital
expenditures and investments for the year 1999 to be approximately $125 million
for PD Mining and approximately $175 million for PD Industries.
Dividends
On March 10, 1999, we paid a regular quarterly dividend of 50 cents per
share on our common shares for the 1999 first quarter; the total amount paid was
$29.0 million. On May 5, 1999, the Board of Directors declared a 1999 second
quarter regular dividend of 50 cents per common share. The dividend is to be
paid on June 10, 1999, to shareholders of record at the close of business on May
19, 1999.
Share Purchases
This year through May 10, we have not purchased any of our shares under
our May 7, 1997, share purchase authorization. Under that program, 1,662,500
shares remain authorized for purchase. There were 57,933,000 common shares
outstanding at March 31, 1999.
Part II. Other Information
Item 1. Legal Proceedings
The Connecticut Department of Environmental Protection (the Department)
has advised us that it intends to file suit regarding purported violations of
state air emission limitations associated with the Phelps Dodge Norwich Rod Mill
in Norwich, Connecticut. As threatened, the action would seek substantial civil
money penalties. No complaint has yet been filed, and we plan to continue
discussing with the Department the basis for its proposed action.
Item 6. Exhibits and Reports on Form 8-K
(a) Any exhibits required to be filed by the Corporation are listed
in the Index to Exhibits.
(b) No reports on Form 8-K were filed by us during the quarter ended
March 31, 1999.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Corporation has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PHELPS DODGE CORPORATION
------------------------
(Corporation or Registrant)
Date: May 12, 1999 By: /s/ Gregory W. Stevens
---------------------------
Gregory W. Stevens
Vice President and Controller
(Principal Accounting Officer)
Index to Exhibits
- -----------------
12 Computation of ratios of total debt to total capitalization.
15 Letter from PricewaterhouseCoopers LLP with respect to unaudited interim
financial information.
PHELPS DODGE CORPORATION AND SUBSIDIARIES
Exhibit 12
COMPUTATION OF TOTAL DEBT TO TOTAL CAPITALIZATION
(Unaudited; dollars in millions)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
<S> <C> <C>
Short-term debt ................................... $ 216.7 116.1
Current portion of long-term debt ................. 63.0 68.5
Long-term debt .................................... 818.1 836.4
---------- -------
Total debt ...................................... 1,097.8 1,021.0
Minority interests in subsidiaries ................ 90.5 93.3
Common shareholders' equity ....................... 2,480.7 2,587.4
---------- -------
Total capitalization ............................ $ 3,669.0 3,701.7
========== =======
Ratio of total debt to total capitalization ....... 29.9% 27.6%
========== =======
</TABLE>
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that our reported dated April 12, 1999 on our review of interim
financial information of Phelps Dodge Corporation for the period ended March 31,
1999 and included in the Corporation's quarterly report on Form 10-Q for the
quarter then ended is incorporated by reference in the Prospectus constituting
part of its Registration Statement and Post-Effective Amendment No. 1 and Form
S-3 (Nos. 33-44380 and 333-36415) and in the Registration Statements on Form S-8
(Nos. 33-26442, 33-6141, 33-26443, 33-29144, 33-19012, 2-67317, 33-34363,
33-34362, 33-62648, 333-42231 and 333-52175).
Yours very truly,
PricewaterhouseCoopers LLP
Phoenix, Arizona
May 11, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AT MARCH 31, 1999 AND THE RELATED CONSOLIDATED
STATEMENTS OF OPERATIONS AND OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31,
1999 OF PHELPS DODGE CORPORATION AND ITS SUBSIDIARIES AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
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0
<COMMON> 362,100
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