-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MLJODCZBRseCPNLJw35jST/Dcbo28wg5zrlLOs1Sn0yveLH51qkR7+Z0NUxKgoMY TEKZmKy2TnF4jpKqo+u1fg== 0000950147-95-000066.txt : 19950512 0000950147-95-000066.hdr.sgml : 19950512 ACCESSION NUMBER: 0000950147-95-000066 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950511 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHELPS DODGE CORP CENTRAL INDEX KEY: 0000078066 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 131808503 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-00082 FILM NUMBER: 95537020 BUSINESS ADDRESS: STREET 1: 2600 NORTH CENTRAL AVE CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 6022348100 MAIL ADDRESS: STREET 1: 2600 NORTH CENTRAL AVENUE CITY: PHOENIX STATE: AZ ZIP: 85004-3089 10-Q 1 FORM 10-Q ================================================================================ 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, 1995 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 5, 1995: 69,542,339 shares. ================================================================================ PHELPS DODGE CORPORATION QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995 Table of Contents ----------------- Statement of Consolidated Operations Consolidated Balance Sheet Consolidated Statement of Cash Flows Notes to Consolidated Financial Information Review by Independent Accountants Report of Independent Accountants on Review of Interim Financial Information Management's Discussion and Analysis Legal Proceedings Exhibits and Reports on Form 8-K Signatures Index to Exhibits PHELPS DODGE CORPORATION AND SUBSIDIARIES Part I. Financial Information Item 1. Financial Statements STATEMENT OF CONSOLIDATED OPERATIONS (Unaudited; in millions except per share data) First Quarter -------------- 1995 1994 ---- ---- SALES AND OTHER OPERATING REVENUES $1,033.5 694.3 -------- -------- OPERATING COSTS AND EXPENSES Cost of products sold 687.1 529.6 Depreciation, depletion and amortization 54.5 47.1 Selling and general administrative expense 30.7 25.5 Exploration and research expense 16.7 11.0 Gain on asset dispositions (see Note 4) (26.8) - -------- -------- 762.2 613.2 -------- -------- OPERATING INCOME 271.3 81.1 Interest expense (15.4) (13.8) Capitalized interest 0.4 5.8 Miscellaneous income and expense, net 10.9 - -------- -------- INCOME BEFORE TAXES, MINORITY INTERESTS AND EQUITY IN NET EARNINGS OF AFFILIATED COMPANIES 267.2 73.1 Provision for taxes on income (80.2) (24.9) Minority interests in consolidated subsidiaries (2.8) (1.9) Equity in net earnings of affiliated companies 1.1 2.3 -------- -------- NET INCOME $ 185.3 48.6 ======== ======== EARNINGS PER SHARE $ 2.61 0.69 ======== ======== AVERAGE NUMBER OF SHARES OUTSTANDING 70.9 70.9 See Notes to Consolidated Financial Information. BUSINESS SEGMENTS (Unaudited; in millions) First Quarter ------------- 1995 1994 ---- ---- SALES AND OTHER OPERATING REVENUES Phelps Dodge Mining Company $ 606.4 354.9 Phelps Dodge Industries 427.1 339.4 -------- -------- $1,033.5 694.3 ======== ======== OPERATING INCOME (LOSS) Phelps Dodge Mining Company $ 202.1 52.6 Phelps Dodge Industries 78.0 36.1 Corporate and other (8.8) (7.6) -------- -------- $ 271.3 81.1 ======== ======== See Notes to Consolidated Financial Information. CONSOLIDATED BALANCE SHEET (In millions) March 31, December 31, 1995 1994 ---- ---- (unaudited) ASSETS Cash and short-term investments, at cost $ 402.8 286.9 Accounts receivable, net 541.3 489.5 Inventories 266.7 266.3 Supplies 112.2 110.7 Prepaid expenses 17.4 15.9 Deferred income taxes 39.5 38.6 -------- -------- Current assets 1,379.9 1,207.9 Investments and long-term accounts receivable 82.8 82.0 Property, plant and equipment, net 2,592.4 2,566.4 Other assets and deferred charges 277.8 277.5 -------- -------- $4,332.9 4,133.8 ======== ======== LIABILITIES Short-term debt $ 55.1 49.3 Current portion of long-term debt 23.0 25.3 Accounts payable and accrued expenses 560.3 528.5 Income taxes 67.4 46.6 -------- -------- Current liabilities 705.8 649.7 Long-term debt 620.8 622.3 Deferred income taxes 268.0 243.6 Other liabilities and deferred credits 361.9 365.3 -------- -------- 1,956.5 1,880.9 -------- -------- MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES 68.3 65.3 -------- -------- COMMON SHAREHOLDERS' EQUITY Common shares, 70.1 outstanding (12/31/94 - 70.7) 437.9 441.7 Capital in excess of par value 54.4 84.5 Retained earnings 1,923.8 1,770.3 Cumulative translation adjustments and other (108.0) (108.9) -------- -------- 2,308.1 2,187.6 -------- -------- $4,332.9 4,133.8 ======== ======== See Notes to Consolidated Financial Information. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited; in millions) Three months ended March 31, -------------- 1995 1994 ---- ---- OPERATING ACTIVITIES Net income $185.3 48.6 Adjustments to reconcile net income to cash flow from operations: Depreciation, depletion and amortization 54.5 47.1 Deferred income taxes 24.1 4.4 Equity earnings net of dividends received (1.1) (2.3) ------ ------ Cash flow from operations 262.8 97.8 Adjustments to reconcile cash flow from operations to net cash provided by operating activities: Changes in current assets and liabilities: (Increase) decrease in accounts receivable (50.1) (38.9) (Increase) decrease in inventories 0.6 (21.9) (Increase) decrease in supplies (2.5) 4.6 (Increase) decrease in prepaid expenses (1.5) (0.4) (Increase) decrease in deferred income taxes (0.9) (0.1) Increase (decrease) in interest payable 3.7 0.8 Increase (decrease) in other accounts payable 23.7 16.9 Increase (decrease) in income taxes 20.9 6.5 Increase (decrease) in other accrued expenses 2.3 8.7 Gain on asset dispositions (26.8) - Other adjustments, net (0.4) 2.2 ------ ------ Net cash provided by operating activities 231.8 76.2 ------ ------ INVESTING ACTIVITIES Capital outlays (87.9) (83.5) Capitalized interest (0.4) (5.8) Proceeds from asset dispositions 38.5 0.5 Investment in subsidiaries - (52.1) Other - (1.0) ------ ------ Net cash used in investing activities (49.8) (141.9) ------ ------ FINANCING ACTIVITIES Increase in debt 6.5 95.9 Payment of debt (6.0) (94.6) Common dividends (31.9) (29.1) Purchase of common shares (38.8) (2.1) Debt issue costs - (2.9) Other 4.1 2.3 ------ ------ Net cash used in financing activities (66.1) (30.5) ------ ------ INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS 115.9 (96.2) CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 286.9 255.8 ------ ------ CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $402.8 159.6 ====== ====== See Notes to Consolidated Financial Information. 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 the Corporation's Form 10-K for the year ended December 31, 1994. 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, 1995, are not necessarily indicative of the results to be expected for the full year. 3. The Corporation enters into price protection arrangements from time to time, depending on market circumstances, to ensure a minimum price for a portion of its expected future mine production. Approximately 95 percent of the Corporation's anticipated copper production for 1995 has been protected under such arrangements. The Corporation has entered into annual contracts with several financial institutions that provide for minimum quarterly average prices of 80 cents per pound, based on the average London Metal Exchange (LME) price each quarter, for approximately 640 million pounds of copper cathode. Contracts under this arrangement for approximately 195 million pounds of copper cathode expired on March 31, 1995, without payment to Phelps Dodge. In addition, the Corporation has entered into annual contracts that provide minimum (approximately 95 cents) and maximum (approximately $1.33) prices per pound for approximately 650 million pounds of copper cathode. The minimum prices are based on quarterly average LME prices for approximately 370 million pounds and on the annual average LME price for the remainder. The maximum prices are based on the annual average LME price for all 650 million pounds. Contracts under this arrangement that provided minimum prices for approximately 95 million pounds of copper cathode expired on March 31, 1995, without payment to Phelps Dodge. With respect to 1996 production, as of May 5, 1995, the Corporation had entered into contracts with several financial institutions that provide for a minimum 1996 first quarter average price of 95 cents per pound for approximately 170 million pounds of copper cathode, and a minimum 1996 second quarter average price of 95 cents per pound for approximately 90 million pounds of copper cathode. These contracts are based on the average LME price for the quarter. In addition, the Corporation has entered into contracts that effectively ensure minimum (approximately 95 cents) and maximum (approximately $1.47) prices per pound for the 1996 first quarter for approximately 170 million pounds of copper cathode, minimum (approximately 95 cents) and maximum (approximately $1.43) prices per pound for the 1996 second quarter for approximately 170 million pounds of copper cathode, and minimum (approximately 95 cents) and maximum (approximately $1.36) prices per pound for the 1996 third quarter for approximately 10 million pounds of copper cathode. The minimum and maximum prices are based on the quarterly average LME price. 4. The Corporation's 1995 first quarter net income included an after-tax gain of $16.6 million, or 23 cents per common share, from the sale of Columbian Chemicals Company's MAPICO division (MAPICO). MAPICO produces synthetic iron oxides at a plant in St. Louis, Missouri, and was peripheral to Columbian's core business. The gain on the sale of these assets before taxes was $26.8 million. REVIEW BY INDEPENDENT ACCOUNTANTS The financial information as of March 31, 1995, and for the three-month periods ended March 31, 1995 and 1994, included in Part I pursuant to Rule 10-01 of Regulation S-X has been reviewed by Price Waterhouse LLP (Price Waterhouse), the Corporation's independent accountants, in accordance with standards established by the American Institute of Certified Public Accountants. Price Waterhouse's report is included in this quarterly report. Price Waterhouse 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. PRICE WATERHOUSE LLP REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Phelps Dodge Corporation We have reviewed the accompanying consolidated balance sheet of Phelps Dodge Corporation and its subsidiaries as of March 31, 1995 and the consolidated statements of operations and of cash flows for the three-month periods ended March 31, 1995 and 1994. These financial statements are 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 consolidated financial statements referred to above for them 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, 1994, and the related consolidated statements of operations, of retained earnings and of cash flows for the year then ended (not presented herein), and in our report dated January 23, 1995 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, 1994, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived. Price Waterhouse LLP Phoenix, Arizona April 19, 1995 Item 2. Management's Discussion and Analysis RESULTS OF OPERATIONS Phelps Dodge Corporation had consolidated net income of $185.3 million, or $2.61 cents per common share, in the first quarter of 1995, compared with $48.6 million, or 69 cents per common share, in the 1994 first quarter. The Corporation's 1995 first quarter net income included an after-tax gain of $16.6 million, or 23 cents per common share, on the sale of Columbian Chemicals Company's MAPICO division (MAPICO). MAPICO produces synthetic iron oxides at a plant in St. Louis, Missouri, and was peripheral to Columbian's core business. Earnings were higher in the 1995 first quarter than in the corresponding 1994 period principally as a result of higher average copper prices. Average spot prices per pound of cathode copper on the New York Commodity Exchange (COMEX) were approximately 60 percent higher in the first quarter of 1995 than the average prices in the corresponding 1994 period. Phelps Dodge Industries also contributed to the increase in earnings with improved results in the carbon black, wheel and rim, and magnet wire businesses. Any material change in the price the Corporation receives for copper, or in its unit production costs, has a significant effect on the Corporation's results. The Corporation's present share of annual production is approximately 1.3 billion pounds of copper including about 200 million pounds from Candelaria which began operations in the 1994 fourth quarter. Accordingly, each 1 cent per pound change in the average annual copper price received by the Corporation, or in average annual unit production costs, causes a variation in annual operating income before taxes of approximately $13 million. The Corporation's share of estimated annual copper production capacity will increase by approximately 130 million pounds as a result of the Southside expansion at the Corporation's Morenci mine in southeastern Arizona, with startup scheduled in the second half of 1995. This increase will add approximately $1.3 million to the variation in annual pre-tax operating income from each 1 cent per pound change in average realized copper prices or average unit production costs. The COMEX spot price per pound of copper cathode, upon which the Corporation bases its selling price, averaged $1.38 in the 1995 first quarter, compared with 87 cents in the corresponding 1994 period. From April 1 to May 5, 1995, the COMEX price averaged $1.32 per pound, closing at $1.24 on May 5, 1995. The Corporation enters into price protection arrangements from time to time, depending on market circumstances, to ensure a minimum price for a portion of its expected future mine production. Approximately 95 percent of the Corporation's anticipated copper production for 1995 has been protected under such arrangements. The Corporation has entered into annual contracts with several financial institutions that provide for minimum quarterly average prices of 80 cents per pound, based on the average London Metal Exchange (LME) price each quarter, for approximately 640 million pounds of copper cathode. Contracts under this arrangement for approximately 195 million pounds of copper cathode expired on March 31, 1995, without payment to Phelps Dodge. In addition, the Corporation has entered into annual contracts that provide minimum (approximately 95 cents) and maximum (approximately $1.33) prices per pound for approximately 650 million pounds of copper cathode. The minimum prices are based on quarterly average LME prices for approximately 370 million pounds and on the annual average LME price for the remainder. The maximum prices are based on the annual average LME price for all 650 million pounds. Contracts under this arrangement that provided minimum prices for approximately 95 million pounds of copper cathode expired on March 31, 1995, without payment to Phelps Dodge. With respect to 1996 production, as of May 5, 1995, the Corporation had entered into contracts with several financial institutions that provide for a minimum 1996 first quarter average price of 95 cents per pound for approximately 170 million pounds of copper cathode, and a minimum 1996 second quarter average price of 95 cents per pound for approximately 90 million pounds of copper cathode. These contracts are based on the average LME price for the quarter. In addition, the Corporation has entered into contracts that effectively ensure minimum (approximately 95 cents) and maximum (approximately $1.47) prices per pound for the 1996 first quarter for approximately 170 million pounds of copper cathode, minimum (approximately 95 cents) and maximum (approximately $1.43) prices per pound for the 1996 second quarter for approximately 170 million pounds of copper cathode, and minimum (approximately 95 cents) and maximum (approximately $1.36) prices per pound for the 1996 third quarter for approximately 10 million pounds of copper cathode. The minimum and maximum prices are based on the quarterly average LME price. Sales were $1,033.5 million in the 1995 first quarter, compared with $694.3 million in the corresponding 1994 period. This increase principally resulted from higher average copper prices and greater sales volumes of copper, wheels and rims, carbon black, and wire and cable products (including magnet wire sales from two U.S. plants acquired in March 1994). PHELPS DODGE MINING COMPANY Phelps Dodge Mining Company 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 to the Phelps Dodge Industries segment. In addition, Phelps Dodge Mining Company at times smelts and refines copper and produces copper rod for others on a toll basis. Phelps Dodge Mining Company also produces gold, silver, molybdenum and copper chemicals, principally as by-products, and sulfuric acid from its air quality control facilities. This segment also includes the Corporation's other mining operations and investments (including fluorspar, silver, lead and zinc operations) and its worldwide mineral exploration and development programs. ================================================================================ First Quarter ------------- 1995 1994 ---- ---- Copper from own mines * (short tons) Production 157,300 139,200 Deliveries 158,000 123,500 New York Commodity Exchange average spot price per pound - copper cathodes $ 1.38 0.87 (in millions) Sales and other operating revenues $ 606.4 354.9 Operating income $ 202.1 52.6 - --------------------- * The Corporation's worldwide copper production and deliveries shown in the above table exclude the amounts attributable to (i) the 15 percent undivided interest in the Morenci, Arizona, copper mining complex held by Sumitomo Metal Mining Arizona, Inc., (ii) the one-third partnership interest in Chino Mines Company in New Mexico held by Heisei Minerals Corporation, and (iii) the 20 percent interest in Candelaria held by SMMA Candelaria, Inc., a jointly owned subsidiary of Sumitomo Metal Mining Co., Ltd. and Sumitomo Corporation. ================================================================================ Phelps Dodge Mining Company's 1995 first quarter sales of $606.4 million were 71 percent higher than in the first quarter of 1994. This increase principally resulted from a 51 cents per pound increase in average copper prices and a 34,500 ton increase in copper sales from mine production that included 20,000 tons from Candelaria (Candelaria commenced production in the 1994 fourth quarter). Lower copper sales from mine production during the 1994 first quarter also reflected a managed build-up of anode inventories in anticipation of a scheduled two-week maintenance shutdown of the Hidalgo smelter in Playas, New Mexico, in April 1994. During the 1995 first quarter, Phelps Dodge Mining Company recorded operating income of $202.1 million, compared with $52.6 million in the corresponding 1994 period. This increase resulted from the higher average copper prices and volumes of copper sold from mine production already discussed, partially offset by higher copper production costs. Increased 1995 unit production costs principally resulted from higher costs at the Morenci mine as a result of harder ores, lower cathode production at the Tyrone mine and lower treatment credits for processing purchased concentrates at the Hidalgo smelter. PHELPS DODGE INDUSTRIES Phelps Dodge Industries is a business segment comprising a group of international companies that manufacture engineered products principally for the transportation and electrical sectors. Its operations are characterized by products with significant market share, internationally competitive cost and quality, and specialized engineering capabilities. This business segment includes the Corporation's carbon black operations through Columbian Chemicals Company and its subsidiaries; its wheel and rim operations through Accuride Corporation and its subsidiaries; its magnet wire operations through Phelps Dodge Magnet Wire Company and its subsidiaries; its international wire and cable manufacturing operations through Phelps Dodge International Corporation; and its U.S. specialty conductor operations through Hudson International Conductors. ================================================================================ First Quarter ------------- 1995 1994 ---- ---- (in millions) Sales and other operating revenues $427.1 339.4 Operating income $ 78.0 36.1 ================================================================================ Phelps Dodge Industries' sales of $427.1 million in the first quarter of 1995 were 26 percent higher than in the corresponding 1994 period. This increase principally resulted from improved sales volumes and prices in North American markets for the carbon black, wheel and rim and magnet wire businesses, and higher sales volumes in European markets for carbon black. Sales volumes of carbon black benefited from increases at Columbian Chemicals Company's carbon black plant in Hungary that had just commenced operations in late 1993, and from the acquisition of a Spanish carbon black facility in December 1994. Sales volumes in the magnet wire business benefited from the acquisition in March 1994 of two U.S. magnet wire facilities. During the 1995 first quarter, Phelps Dodge Industries recorded operating income of $78.0 million which included $51.2 million in earnings and a $26.8 million pre-tax gain from the sale of Columbian Chemicals Company's MAPICO division. Operating income was $36.1 million in the corresponding 1994 period. Increased 1995 operating income reflected improved sales volumes and margins in the wheel and rim, carbon black and magnet wire businesses already discussed. CHANGES IN FINANCIAL CONDITION Capital outlays during the 1995 first quarter were $76.6 million for Phelps Dodge Mining Company and $11.1 million for Phelps Dodge Industries. Capital outlays in the corresponding 1994 period were $70.8 million for Phelps Dodge Mining Company and $12.6 million for Phelps Dodge Industries. The Corporation expects capital outlays in 1995 to be approximately $340 million for Phelps Dodge Mining Company. This amount includes $40 million for the acquisition of certain mining properties owned by Azco Mining, Inc., including the Sanchez property in southeastern Arizona and a 70 percent interest in the Piedras Verdes property in Mexico. Phelps Dodge Industries is expected to spend approximately $75 million during the year. At March 31, 1995, the Corporation's total debt was $698.9 million, compared with $696.9 million at year-end 1994. The Corporation's ratio of debt to total capitalization was 22.7 percent at March 31, 1995, compared with 23.6 percent at December 31, 1994. On March 8, 1995, the Corporation paid a regular quarterly dividend of 45 cents per share on its common shares for the 1995 first quarter; the total amount paid was $31.9 million. On May 3, 1995, the Board of Directors declared a 1995 second quarter regular dividend of 45 cents per common share to be paid on June 8, 1995, to shareholders of record at the close of business on May 19, 1995. There were 70,067,000 common shares outstanding at March 31, 1995. In 1995 through May 5, the Corporation purchased 1,273,000 of its common shares at a total cost of $69.5 million. These purchases included 1,188,000 shares under a new 5 million share buy-back program authorized on March 7, 1995, and 85,000 shares under a superseded program. Part II. Other Information Item 1. Legal Proceedings Reference is made to Paragraph III. of Item 3. Legal Proceedings of the Corporation's Form 10-K for the year ended December 31, 1994, regarding the proceedings described below. Prior to the mid-1960s, a predecessor of Phelps Dodge Industries, Inc. (PDI), a subsidiary of the Corporation, manufactured and sold some cable and wire products that were insulated with material containing asbestos. PDI believes that the use of its products did not result in significant releases of airborne asbestos fibers. PDI and the Corporation are collectively referred to below as PDI. Since the late 1980s, PDI has been served with complaints in asbestos-related actions filed on behalf of over 13,500 claimants. In these proceedings, plaintiffs have alleged bodily injury or death caused by purported exposures to asbestos and have claimed damages based on theories of strict liability and negligence. Over 12,500 of those claimants were participants in the Ingalls Shipyard asbestos litigation filed in Pascagoula, Mississippi. Each claimant in that litigation sought from $2 million to $20 million in compensatory and punitive damages from a group of approximately 100 to 150 defendants, which included PDI. During 1993 and 1994, PDI was successful in obtaining the dismissal of all but one of the claims against it in Mississippi. During 1995, PDI has been dismissed from 31 asbestos-related claims, while 55 new claims have been filed against PDI in three states. A total of 362 asbestos-related claims are being defended by PDI in 14 jurisdictions. PDI is vigorously contesting and defending these claims. 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 the Corporation during the quarter ended March 31, 1995. 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 11, 1995 By: Thomas M. Foster ----------------- Thomas M. Foster Vice President and Controller (Principal Accounting Officer) PHELPS DODGE CORPORATION AND SUBSIDIARIES Index to Exhibits 10.12 Retirement Agreement dated as of January 6, 1995, between Bernard G. Rethore and the Corporation. 12 Computation of ratios of total debt to total capitalization. 15 Letter from Price Waterhouse LLP with respect to unaudited interim financial information. EX-10.12 2 RETIREMENT AGREEMENT Exhibit 10.12 RETIREMENT AGREEMENT RETIREMENT AGREEMENT, dated as of January 6, 1995, by and between PHELPS DODGE CORPORATION, a New York Corporation with its principal place of business at 2600 N. Central Avenue, Phoenix, Arizona 85004-3014 (the "Corporation") and BERNARD G. RETHORE, an individual residing at 6533 East Maverick Road, Paradise Valley, Arizona 85253 ("Executive"). WHEREAS, Executive has served as a Senior Vice President of the Corporation and President of Phelps Dodge Industries Inc. ("PDI"); WHEREAS, Executive and the Corporation have mutually agreed that it would be in the best interests of Executive and the Corporation for Executive to retire from the Corporation's employ; WHEREAS, the Corporation desires to assure itself of certain commitments from Executive and Executive desires to assure himself of a level of financial security in connection with his retirement; NOW, THEREFORE, the parties agree as follows: 1. Resignations. Executive hereby resigns as Senior Vice President of the Corporation and President of PDI as of January 6, 1995. Effective as of January 27, 1995 (the "Termination Date"), Executive hereby resigns from each other position, whether as an officer, director or employee, he holds with the Corporation and with each of the Corporation's subsidiaries and each other position that he holds with any other organization that he assumed at the request or direction of the Corporation. Executive agrees to execute any documents that the Corporation shall reasonably request to effect or to facilitate the resignations described herein. 2. Salary. Through the Termination Date, the Corporation shall pay Executive a base salary for his services to be performed hereunder at the rate of $290,000 annually (the "Base Salary"), payable in installments at the same time and in the same manner as the Corporation pays salary to its other executive employees. 3. Bonus. Executive shall be eligible to receive from the Corporation a bonus for calendar year 1994 in accordance with the terms of the Annual Incentive Compensation Plan (the "AICP") and the goals that have been established thereunder with respect to Executive's performance. The Corporation shall recommend to the Compensation and Management Development Committee that the amount of such bonus should be $213,400. Such bonus shall be paid to Executive at the same time and subject to the same terms and conditions as are generally applicable to other senior executives of the Corporation. Executive shall not be eligible to receive a bonus for calendar year 1995. 4. 1992-94 LTPP Payment. Executive shall receive the amount that is otherwise payable to Executive in respect of the 1992-94 performance cycle under the Corporation's Long Term Performance Plan. Such amount shall be paid to Executive at the same time and generally subject to the same terms and conditions as are otherwise applicable to other senior executives of the Corporation, except that the entire amount of such award shall be paid in cash with no portion of such amount payable in restricted stock. 5. Profit Sharing. Executive shall receive the profit sharing allocation that is otherwise payable to Executive with respect to 1994 performance. Such award shall be paid to Executive at the same time and generally subject to the same terms and conditions as are applicable to other senior executives of the Corporation. Executive shall not be entitled to a profit sharing allocation for calendar year 1995. 6. Retirement Supplements. (a) Initial Supplement. As soon as practicable (but not later than 5 business days) after the Effective Date (as defined in Section 20), Executive shall receive a one-time, nonrecurring payment in a single lump sum payment of $435,000, minus all applicable withholding taxes and any other applicable deductions. (b) Monthly Benefits. The Corporation shall provide Executive monthly retirement benefits under the terms of this Agreement, commencing immediately following the Termination Date, in amount equal to those retirement benefits that would have been payable to Executive in accordance with the provisions of the Phelps Dodge Retirement Plan for Salaried Employees (the "Pension Plan"), determined without regard to any limitations on compensation and benefits imposed under the Internal Revenue Code of 1986, as amended, had he actually completed 10 years of service and attained age 55 as of the Termination Date. The monthly benefit will be approximately $3,000 on the basis of a single life annuity. The amount and form of such retirement benefits shall be determined under, and shall be payable at the times and for the periods established in accordance with, the terms of the Pension Plan. The full amount of the retirement benefits payable hereunder shall be payable from the Corporation's general assets, except that (i)(A) Executive agrees to commence receipt of the monthly retirement benefits actually payable to him under the Pension Plan when he attains age 65 in the same form as he elects with respect to the benefits payable hereunder and (B) commencing with his attainment of age 65, the amount payable to Executive under this Agreement shall be reduced by the amount payable to him under the Pension Plan and (ii) in the event that Executive dies prior to attaining age 65, the amount of any survivor benefits payable to Executive's spouse hereunder shall be reduced by the amount of the retirement benefits that would be payable to such spouse under the Pension Plan immediately following Executive's death. The Corporation shall take all actions necessary to cause its obligations hereunder to be funded under its existing rabbi trust on a reasonable actuarial basis using the assumptions that are used for purposes of funding the Pension Plan. Notwithstanding anything else contained herein to the contrary, the retirement benefits provided hereunder shall be in lieu of any retirement benefits that would otherwise be payable to Executive under the "Supplementary Retirement Provisions" of the Comprehensive Executive Nonqualified Retirement and Savings Plan of Phelps Dodge Corporation. 7. Benefits. (a) Continuation of Medical and Life Insurance Benefits. During the 18 month period immediately following the Termination Date (the "Initial Period"), subject to Executive making those contributions required of employees generally to receive these benefits, the Corporation will continue Executive's participation in its medical and life insurance benefits plans or programs as in effect at the Termination Date on the same terms and conditions as generally apply to all similarly situated employees. The benefits provided to Executive under the preceding sentence shall satisfy the Corporation's obligation to provide him with COBRA continuation coverage. At the end of the Initial Period, for an additional 18 month period following the end of the Initial Period (the "Elective Period"), the Corporation shall provide Executive with reimbursement for medical expenses substantially identical to the medical coverage provided to similarly situated employees under the Corporation's generally applicable policies and programs, subject to Executive making those contributions required of similarly situated former employees who are eligible to continue their medical coverage under COBRA. Following the Elective Period (or, if earlier, the time at which the Corporation's obligation to provide extended medical benefits coverage to Executive during the Initial Period or the Elective Period lapses under Section 7(e) below), the Corporation shall provide Executive with the same medical benefits coverage it provides to similarly situated retirees under the Corporation's generally applicable policies and programs, subject to Executive making those contributions required of similarly situated retirees. (b) Disability Benefits. During the Initial Period, the Corporation shall pay the cost of continuing the conversion policy that is available to Executive in respect of long-term disability benefits (the "Conversion Policy"). Additionally, if, during the Initial Period, Executive becomes disabled within the meaning of the Corporation's long-term disability plan in which Executive participates on the date hereof (the "LTD Plan"), whether as a result of a condition existing on or before the date hereof or a condition that first arises after the date hereof, the Corporation shall provide Executive with the same disability benefits as would otherwise have been payable to him under the terms of the LTD Plan, except that (i) the monthly benefits payable to him hereunder shall be limited to $7,000 per month and (ii) no benefits shall be payable to him under this sentence during the Initial Period. Nothing in the preceding sentence shall be construed to limit in any way the rights of Executive to receive benefits under the terms of the Conversion Policy. (c) Certain Expenses. Subject to the provisions of Section 7(f) below, the Corporation shall promptly reimburse Executive for reasonable expenses, up to an aggregate amount up to $43,500, incurred (i) during the Initial Period (A) in respect of obtaining and maintaining such office space, office equipment and secretarial support as Executive shall deem necessary to assist him in pursuing other employment or alternative career opportunities and (B) any other fees or costs incurred by Executive in the pursuit of such other employment or alternative career opportunities and (ii) in connection with the negotiation and execution of this Agreement. (d) Accrued Benefits. Except as provided in Section 6(b) above, Executive shall also receive all of the benefits that have accrued and that have become vested on or prior to the Termination Date without regard to the terms of this Agreement under the terms of the Corporation's generally applicable employee benefit plans and programs. (e) Termination of Obligations. If Executive shall commence other employment (excluding for this purpose self-employment), the Corporation shall have no further obligation to (i) provide Executive with continued medical benefits coverage (whether during the Initial Period or the Elective Period) other than the retiree medical coverage described in Section 7(a), (ii) provide Executive with any disability benefits, provided that the Corporation shall continue paying the cost of the Conversion Policy during the Initial Period in any event or (iii) to reimburse Executive under Section 7(c) for any expenses incurred after obtaining such employment. Notwithstanding anything contained in the preceding sentence, if Executive obtains other employment and either (i) his new employer does not provide medical benefits or disability benefits to its executives or (ii) the plan, policy or program under which such benefits are provided (A) contains an exclusion that denies coverage, in whole or in part, for any pre-existing condition or (B) requires a minimum period of service to obtain coverage, and such exclusion or service requirement is applicable to Executive, the Corporation shall continue to provide Executive with continued medical benefits coverage (whether during the Initial Period or the Elective Period) in accordance with the provisions of Section 7(a) or with continued disability benefits as would otherwise have been payable under the LTD Plan during the Initial Period in accordance with the provisions of Section 7(b). Any coverage provided under the immediately preceding sentence shall cease at the earlier of (i) the time determined under such Section 7(a) or 7(b) or (ii) the date, if any, at which Executive becomes eligible without restriction for the medical or disability benefits coverage provided by his new employer, and in all events any medical or disability benefits coverage provided by the Corporation shall be secondary to any coverage available to Executive under such other employer's plan, policy or program. Executive shall notify the Corporation in writing within 5 business days of the date he commences any such other employment. 8. Stock Options. Subject to the provisions of Section 20, on the Termination Date, any stock options then held by Executive under the Corporation's 1987 Stock Option and Restricted Stock Plan and 1993 Stock Option and Restricted Stock Plan (the "Stock Plans") shall be fully exercisable as of such date (regardless of the otherwise applicable terms of any such option grant) and shall remain exercisable until the earlier of (i) the thirtieth day following the Termination Date or (ii) the date any such option otherwise expires in accordance with its terms. Except to the extent provided in this Section 8, all of the terms and conditions of the Stock Plans and the stock option grants made thereunder to Executive shall continue to be applicable. 9. Restricted Stock. Subject to the provisions of Section 20, on the Termination Date, any transfer restrictions applicable as of such date with respect to all outstanding restricted Common Shares (the "Restricted Shares") previously awarded to Executive under the terms of the Stock Plans shall lapse and such Restricted Shares shall become fully vested as of such Termination Date. 10. Non-solicitation. During Executive's employment with the Corporation and for one year after the Termination Date, Executive will not solicit or otherwise induce any management employee of the Corporation or any of its subsidiaries to leave the employ of the Corporation or any of its subsidiaries (including, without limitation, PDI) or to become associated, whether as an employee, officer, partner, director, consultant or otherwise, with any business organization, unless and to the extent that Executive shall have received the written consent of the Chief Executive Officer of the Corporation to solicit any such employee for other employment or unless such employee's employment by the Company shall have previously terminated without any solicitation on the part of Executive. 11. Non-disclosure. Without the prior written consent of the Chief Executive Officer of the Corporation, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, Executive shall not disclose any trade secrets, customer lists, drawings, designs, product development and related information, marketing plans and related information, sales plans and related information, manufacturing plans and related information, management organization and related information (including data and other information related to members of the Board and management), operating policies and manuals, business plans and related information, financial records and related information, packaging design and related information or other confidential financial, commercial, business or technical information related to the Corporation or its subsidiaries (including, without limitation, PDI) to any third person unless such information has been previously disclosed to the public by the Corporation or has become public knowledge other than by a breach of this Agreement. 12. Reformation; Severability. If any provision of this Agreement (including, without limitation, Section 10 or 11) is determined by a court of competent jurisdiction or an arbitrator not to be enforceable in the manner set forth in this Agreement, the Corporation and Executive agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law and that such court or arbitrator shall reform such provision to make it enforceable in accordance with the intent of the parties. In the event that one or more of the provisions of this Agreement (including, without limitation, Section 10 or 11) shall become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. 13. Public Comment. Executive and the Corporation shall agree upon the content of any voluntary statements, whether oral or written, to be made by Executive or the Corporation to any third party or parties or to employees of the Corporation or its subsidiaries regarding Executive's retirement, including, without limitation, any press release or other statements to the press, except that this sentence shall not apply to any statements required to be made by reason of law, regulation, or any judicial or other similar proceeding or order. Unless the parties shall hereafter mutually agree, any such voluntary statement shall be consistent with the statements contained in attached Exhibit A. In the event that the Corporation receives a request for a reference for Executive, such reference shall also be consistent with the statements contained in Exhibit A. Executive agrees to refrain from making any derogatory comment concerning the Corporation or any of its subsidiaries or any of the current or former officers, directors or employees of the Corporation or any of its subsidiaries, or any comment inconsistent with the provisions of this Section 13. The Corporation agrees to refrain from making any derogatory comment about Executive or any comment which is inconsistent with the provisions of this Section 13. The preceding two sentences shall not apply to any truthful statements required to be made by reason of law, regulation, or any judicial or other similar proceeding or order. The Corporation shall advise its officers, directors and relevant employees of the provisions of this Section 13, including Exhibit A. 14. Return of Documents and Property. Executive agrees that, on or before the Termination Date, Executive shall deliver to the Corporation or PDI (i) any documents and materials containing trade secrets and other confidential information relating to the Corporation's or PDI's business and affairs, and (ii) any other documents, materials and other property belonging to the Corporation or PDI or any of their affiliated companies that are in Executive's possession or control on the date of his execution of this Agreement; provided that Executive shall be entitled to retain his personal notes, diaries, rolodexes and other similar documents of a personal nature. 15. Remedies. Executive acknowledges that a material part of the inducement for the Corporation to enter into this Agreement is Executive's covenants set forth in Sections 10 and 11 hereof. Executive agrees that if Executive shall breach any of those covenants in a material way, the Corporation shall have no further obligation to pay Executive any of the benefits, otherwise payable hereunder (except as may otherwise be required at law and except for the portion of the retirement benefits provided by Section 6(b) to which Executive would have been entitled absent this Agreement) and shall be entitled to such other legal and equitable relief as a court or arbitrator shall reasonably determine. 16. Releases. In consideration of the benefits provided to Executive hereunder, Executive hereby releases and absolves the Corporation and each of its subsidiaries, parents, officers, directors, employees, agents and assigns from any and all claims, liabilities, demands or causes of actions, known or unknown, arising out of or in any way connected with or related to his employment, including, without limitation, any claims: (i) based on any local, state or Federal statute relating to age, sex, race or other form of discrimination (including, without limitation, the Age Discrimination in Employment Act of 1967, as amended), (ii) of wrongful discharge or (iii) related to any breach of any implied or express contract, whether oral or written, that Executive may now have or may hereafter have against the Corporation or any of its subsidiaries arising out of or in connection with Executive's employment with, or service as an officer or a director of the Corporation or any of its subsidiaries, other than any claim for the payments and benefits to be provided to Executive under this Agreement or any agreement with respect to outstanding awards under the Stock Plans. The Corporation hereby releases and absolves Executive from any and all claims, liabilities, demands or causes of actions, known or unknown, arising out of or in any way connected with or related to his employment, except that expressly excluded from such release is any claim arising out of or related to Executive's willful or intentional misconduct or fraud against the Corporation or PDI. The Corporation represents that as of the date of its execution of this Agreement it does not know of any such misconduct or fraud. 17. Indemnity. The Corporation or one of its subsidiaries (including, without limitation, PDI), as appropriate, shall indemnify Executive for any claim arising out of or in connection with Executive's service as an officer and employee of the Corporation, and as an officer, director or employee of such subsidiary in the same manner and to the same extent as the Corporation or such subsidiary, as the case may be, indemnifies its then current directors, officers or employees. The Corporation shall continue coverage of Executive under its directors' and officers' liability insurance policy to the same extent as its then current directors, officers or employees are covered. 18. Withholding. All cash payments to be made under this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments. To the extent any compensation is payable to Executive in accordance with this Agreement other than as a payment in cash, Executive shall be required to pay the Corporation or PDI, as the case may be, an amount equal to all applicable income and employment taxes required to be withheld with respect thereto. 19. Amendment. This Agreement may be amended only by a written instrument signed by the Corporation and Executive. 20. Entire Agreement; Effective Date. (a) Entire Agreement. Except to the extent that any other agreement between the Corporation and Executive governs Executive's rights with respect to outstanding awards under the Stock Plans (as described in Section 8 or 9) or the Corporation's plans and programs govern Executive's accrued vested benefits (as described in Section 7(d)), this Agreement shall constitute the entire Agreement between the Corporation and Executive or PDI and Executive with respect to the subject matter hereof. Any other agreement or understanding between the Corporation and Executive or PDI and Executive (including, without limitation, any agreement to provide Executive with benefits in the event his employment is terminated), whether written or oral, with respect to any matter addressed or described herein is hereby superseded and revoked and rendered void and without effect. (b) Effective Date. Notwithstanding anything else contained in this Agreement to the contrary, Executive shall have the right to revoke this Agreement within seven days following the date on which he executes this Agreement. If Executive does not revoke this Agreement within such seven day period, then this Agreement shall be and become enforceable against the parties in accordance with its terms at the end of the last day of such period (the "Effective Date"). If Executive revokes this Agreement in accordance with the terms of this Section 20(b), this Agreement shall be rendered void and without effect and neither the Corporation nor Executive shall have any obligation to the other hereunder, except that, to the extent that the Corporation shall have provided to Executive the benefits described in Section 8 or 9 hereof prior to the time at which Executive revokes this Agreement, Executive shall, at the time that he revokes this Agreement, return to the Corporation (i) any of the Corporation's Common Shares acquired by him upon the exercise of options that became exercisable under the terms of this Agreement (or, if he shall have sold any such Common Shares, the cash proceeds from any such sale) and (ii) the Corporation's Common Shares with respect to which the transfer restrictions and provisions relating to forfeitability lapsed under the terms of this Agreement (or, if he shall have sold any such Common Shares, the cash proceeds from any such sale). 21. Survival. The obligations of the Corporation to Executive under the express terms of this Agreement, and the covenants of Executive in favor of the Corporation under the express terms of this Agreement, shall survive the Termination Date for the periods, and subject to the conditions, set forth herein. 22. Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of Executive) and assigns. No rights or obligations under this Agreement may be assigned or transferred by Executive except that Executive's rights to receive any payment in respect of the compensation and benefits provided hereunder shall, in the event of death, pass to his estate, or to his designated beneficiary, and may be transferred by will or operation of law; provided that nothing in this Section 22 shall be construed to require the Corporation to pay any survivor or death benefits in respect of the retirement benefits described in Section 6(b) other than those, if any, that are payable in accordance with the form of benefit payment elected by Executive. No rights or obligations of the Corporation under this Agreement may be assigned or transferred by the Corporation except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Corporation is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Corporation, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Corporation and such assignee or transferee assumes the liabilities, obligations and duties of the Corporation, as contained in this Agreement, either contractually or as a matter of law. The Corporation further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, it shall use its reasonable best efforts to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Corporation hereunder. 23. Notices. Any notices to be given and any payments to be made hereunder shall be delivered in hand or sent by registered mail, return receipt requested, to the respective party at the address noted above for such party or to such other address as either such party shall direct in accordance with this Section 23. 24. Counsel. Executive and the Corporation acknowledge that each of them was free to seek the advice of counsel, accountants, and other experts in connection with the preparation, negotiation, execution, and delivery of this Agreement. Executive acknowledges that the Corporation advised him to consult with, and he has consulted with, an attorney and that he has had at least 21 days to consider whether to accept the terms of this Agreement and the benefits provided by the Corporation hereunder in consideration of the covenants and the release required of him hereunder. Subject to the provisions of Section 7(c), each party shall be responsible for the fees of its own attorneys, accountants, and other experts, if any, incurred in connection with this Agreement. 25. Resolution of Disputes. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration, to be held in Phoenix, Arizona in accordance with the rules and procedures of the American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Costs of the arbitration shall be borne by the Corporation. Unless the arbitrator(s) determine(s) that Executive did not have a reasonable basis for asserting his position with respect to the dispute in question, the Corporation shall also reimburse Executive for his reasonable attorneys' fees incurred with respect to any arbitration. 26. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 27. Governing Law. This Agreement shall be governed by the laws of the State of New York, without reference to the principles of conflict of laws. 28. Headings. Headings to paragraphs in this Agreement are for the convenience of the parties only and are not intended to be part of or to affect the meaning or interpretation hereof. IN WITNESS, WHEREOF, the parties have executed this Agreement effective as of the day first written above. PHELPS DODGE CORPORATION By: John C. Replogle Title: Attest: BERNARD G. RETHORE Witness: EX-12 3 COMPUTATION OF TOTAL DEBT TO TOTAL CAPITALIZATION PHELPS DODGE CORPORATION AND SUBSIDIARIES Exhibit 12 COMPUTATION OF TOTAL DEBT TO TOTAL CAPITALIZATION (Dollars in thousands) March 31, December 31, 1995 1994 ---- ---- (unaudited) Short-term debt $ 55,100 49,300 Current portion of long-term debt 23,000 25,300 Long-term debt 620,800 622,300 ----------- ----------- Total debt 698,900 696,900 Minority interests in subsidiaries 68,300 65,300 Common shareholders' equity 2,308,100 2,187,600 ----------- ----------- Total capitalization $ 3,075,300 2,949,800 =========== =========== Ratio of total debt to total capitalization 22.7% 23.6% =========== =========== EX-15 4 ACCOUNTANTS' CONSENT Exhibit 15 May 11, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: We are aware that Phelps Dodge Corporation has incorporated by reference our report dated April 19, 1995 (issued pursuant to the provisions of Statements on Auditing Standards Nos. 71 and 42) in the Prospectus constituting part of its Registration Statements on Form S-3 (No. 33-44380) and Form S-8 (Nos. 33-26442, 33-6141, 33-26443, 33-29144, 33-19012, 2-67317, 33-34363, 33-34362, 33-62486). We are also aware of our responsibilities under the Securities Act of 1933. Yours very truly, Price Waterhouse LLP Phoenix, Arizona EX-27 5 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AT MARCH 31, 1995 AND THE RELATED CONSOLIDATED STATEMENTS OF OPERATIONS AND OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1995 OF PHELPS DODGE CORPORATION AND ITS SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 U.S. DOLLARS 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1 402,800 0 541,300 0 266,700 1,379,900 2,592,400 0 4,332,900 705,800 620,800 437,900 0 0 1,870,200 4,332,900 1,033,500 1,033,500 687,100 687,100 44,400 0 15,000 267,200 80,200 185,300 0 0 0 185,300 2.61 2.61
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