EX-99.3 5 l29520aexv99w3.htm EX-99.3 EX-99.3
 

Exhibit 99.3
Phelps Dodge International
Exhibit 99.3 – PDIC Combined Unaudited Financial Statements for the period January 1, 2007
through March 19, 2007
The accompanying notes are an integral part of these combined financial statements.

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Phelps Dodge International
Combined Statement of Income
For the Period January 1, 2007 to March 19, 2007
Unaudited, dollars in millions
         
Sales and other operating revenues
  $ 242.4  
 
     
 
       
Operating costs and expenses
       
Cost of products sold (exclusive of items shown separately below)
    210.5  
Depreciation and amortization
    3.2  
Selling and general administrative expenses
    5.6  
 
     
 
    219.3  
 
     
 
       
Operating income
    23.1  
Interest expense
    (1.3 )
Interest expense to related parties
    (0.3 )
Miscellaneous income and expense, net
    1.8  
 
     
Income before taxes, minority interests in entities of the Combined Group and equity in net earnings of affiliated companies
    23.3  
Provision for taxes on income
    (8.7 )
Minority interests in entities of the Combined Group
    (1.9 )
Equity in net earnings of affiliated companies
    1.3  
 
     
 
       
Net income
  $ 14.0  
 
     
The accompanying notes are an integral part of these combined financial statements.

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Phelps Dodge International
Combined Statement of Cash Flows
For the Period January 1, 2007 to March 19, 2007
Unaudited, dollars in millions
         
Cash flows from operating activities:
       
Net income
  $ 14.0  
Adjustments to reconcile net income to net cash used in operating activities:
       
Depreciation and amortization
    3.2  
Deferred income taxes
    (0.1 )
Equity earnings in affiliated companies
    (1.3 )
Minority interests in entities of the Combined Group
    1.9  
Changes in current assets and liabilities:
       
Accounts receivable
    (1.7 )
Inventories
    (47.9 )
Supplies
    (0.1 )
Prepaid expenses and current taxes
    (6.4 )
Accounts payable
    (10.7 )
Accrued interest
    0.1  
Accrued income taxes
    2.3  
Other accrued expenses
    0.5  
Other, net
    5.1  
 
     
Net cash used in operating activities
    (41.1 )
 
     
 
       
Cash flows from investing activities:
       
Capital expenditures
    (2.8 )
Proceeds from asset dispositions
    0.2  
 
     
Net cash used in investing activities
    (2.6 )
 
     
 
       
Cash flows from financing activities:
       
Proceeds from related parties
    3.6  
Proceeds from issuance of debt
    11.2  
Minority interest dividends
    (0.1 )
 
     
Net cash provided by financing activities
    14.7  
 
     
 
       
Effect of exchange rate changes on cash and cash equivalents
    0.9  
 
     
Net decrease in cash and cash equivalents
    (28.1 )
Cash and cash equivalents at beginning of period
    104.2  
 
     
Cash and cash equivalents at end of period
  $ 76.1  
 
     
The accompanying notes are an integral part of these combined financial statements.

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1.   Background and Basis of Presentation
 
    General
 
    Phelps Dodge International is an operating division of Phelps Dodge Wire & Cable Group (PDWC). PDWC is a fully integrated business unit of Phelps Dodge Corporation (PDC or the Corporation). The combined financial statements include the following entities: Phelps Dodge Brasil, Ltda. (PD Brazil) ; Cobre Cerrillos S.A. (Cocesa); Phelps Dodge Suzhou Holdings, Inc.; CONDUCEN S.A.; Cables Electricos Ecuatorianos, C.A. (Cablec); Conductores Electricos de Central America, S.A. (Conelca); Electroconductores de Honduras, S.A. de C.V. (Ecohsa); Keystone Electric Wire and Cable Company Limited (equity investee); Phelps Dodge Enfield Corporation; Alambres y Cables de Panama, S.A. (Alcap); Cahosa, S.A.; Phelps Dodge Philippines, Inc. (equity investee); YA Holdings, Ltd.; Phelps Dodge National Cables Corporation; Phelps Dodge Thailand Limited (PD Thailand); Phelps Dodge International Corporation; Alambres y Cables Venezolanos, C.A. (Alcave); Phelps Dodge Africa Cable Corporation (Africa Cable); and their subsidiaries (the Combined Group or the Company). The Company manufactures energy cables for international markets and manufactures products in factories located in nine countries, including facilities for continuous-cast copper rod and continuous-cast aluminum rod.
 
    The unaudited combined financial information of the Company 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 U.S. generally accepted accounting principles (GAAP). Therefore, this information should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2006. 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. The results of operations for the period January 1, 2007 to March 19, 2007, are not necessarily indicative of the results to be expected for the full year.
 
    The accompanying combined financial statements reflect the results of operations and cash flows of the Company. However, such combined financial statements may not necessarily reflect the Company’s results of operations and cash flows had the Company been a stand-alone company during the period presented. For purposes of these financial statements, the term “related parties” refers to PDC and its affiliates.
 
    PDC Allocations
 
    All allocations and estimates in the combined financial statements are based on assumptions that management believes are reasonable. However, these allocations and estimates are not necessarily indicative of the costs that would have resulted if the Company had been operating on a stand-alone basis, separate of PDC.
 
    Insurance Risks
 
    PDC manages general and specific hazard and operational risks on a global basis, including workers’ compensation (except in those states or countries in which, by law, compensation for work-related injury is directed by a governmental agency). Generally, PDC retains risk of loss (through the use of self-insurance, deductibles, and captive insurers) that are reasonably predictable and that do not threaten the financial stability of the Corporation. Insurance is procured for those risks that exceed the ability of the Corporation to fund or absorb within its available working capital, or for which there is little financial benefit in self-insuring. Also, in some countries, certain insurance coverage for foreign operations may be placed locally.
The accompanying notes are an integral part of these combined financial statements.

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1.   Background and Basis of Presentation (Continued)
 
    PDC charges the cost of insuring these risks to its operating units. Those costs include insurance premiums, self-insurance reserves, risk financing fees and taxes, and program servicing costs. Independent actuaries are engaged to assure the adequacy of self-insurance reserves for general liability, workers’ compensation liabilities and auto liabilities. Such reserves are established through charges to the operating units and retained in PDC’s accounts. Operating unit charges are based on relevant factors typically used in the insurance industry to establish insurance rates.
 
    The accompanying Combined Statement of Income includes an allocation of the costs from PDC for insuring general and specific hazard and operational risks on a global basis, including workers’ compensation.
 
    Employee Benefits
 
    Some entities within the Company administer certain pension and other employee benefit plans directly. In addition, some employees participate in certain pension and other employee benefit plans sponsored by PDC. For those employees (primarily salaried personnel in the United States (U.S.) and certain of those at international locations), separate plan information is not available as PDC manages its plans on a consolidated basis. Therefore, the Company’s pension and other benefit costs reflected in the accompanying combined financial statements include an allocation of PDC’s annual plan costs based on estimated plan assets and other factors being equal to a proportional share of plan obligations incurred by PDC for employees of the Company.
 
    Information Systems Technology
 
    PDC manages information systems technology (IST) on an overall U.S. basis. In addition to costs incurred at the local operating level, PDC charges IST costs to its subsidiaries on the basis of a pre-determined proportion of overall department costs based on usage.
 
    General Corporate Overhead
 
    PDC provides the Company with treasury, tax, legal, internal audit and human resources services, as well as administrative support. PDC estimates that a reasonable allocation of such costs, based on apportionments relative to appropriate transaction volumes or numbers of employees, would approximate $1 million, which the Company has recorded in selling and general administrative expenses for the period January 1, 2007 to March 19, 2007.
 
2.   New Accounting Standards
 
    Effective January 1, 2007, the Company adopted Statement of Accounting Standards (SFAS) No. 155, “Accounting for Certain Hybrid Financial Instruments—an amendment of FASB Statements No. 133 and 140,” which eliminates the exemption from applying SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to interests on securitized financial assets so that similar instruments are accounted for similarly regardless of the form. This Statement also allows the election of fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to a remeasurement event, on an instrument-by-instrument basis, in cases in which a derivative would otherwise have to be bifurcated. The adoption of SFAS No. 155 did not have a material impact on the Company’s financial reporting and disclosures.
The accompanying notes are an integral part of these combined financial statements.

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2.   New Accounting Standards (Continued)
 
    Effective January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109,” which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 did not have a material impact on the financial statements of the Company.
 
    In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements,” which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 establishes a common definition of fair value, provides a framework for measuring fair value under U.S. GAAP and expands disclosure requirements about fair value measurements. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact, if any, the adoption of SFAS No. 157 will have on its financial reporting and disclosures.
 
    In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities – Including an amendment to FASB No. 115,” which permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is effective for fiscal years beginning after November 15, 2007, with early adoption allowed. The Company has not yet determined the impact, if any, that adopting this standard might have on its financial statements.
 
3.   Income Taxes
 
    Income tax expense in these combined financial statements has been calculated on a separate tax return basis for the Company.
 
    Geographic sources of income before taxes, minority interests in entities of the Combined Group and equity in net earnings of affiliated companies for the period January 1, 2007 to March 19, 2007, follows:
         
United States
  $ 4.1  
Foreign
    19.2  
 
     
 
  $ 23.3  
 
     
The accompanying notes are an integral part of these combined financial statements.

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3.   Income Taxes (Continued)
 
    The provision (benefit) for taxes on income for the period January 1, 2007 to March 19, 2007, follows:
         
Current:
       
Federal
  $ 1.3  
State
    0.3  
Foreign
    7.2  
 
     
 
    8.8  
 
     
 
       
Deferred:
       
Foreign
    (0.1 )
 
     
 
  $ 8.7  
 
     
Effective January 1, 2007, the Company adopted FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109,” which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 did not have a material impact on the financial statements of the Company. Following adoption of FIN 48, the Company no longer classifies interest and penalties accrued for unrecognized tax benefits within the calculation of the provision for income taxes. The following provides a summary of the activity for the period January 1, 2007 to March 19, 2007 associated with the reserve for unrecognized tax benefits, interest and penalties:
                         
    Unrecognized              
    Tax Benefit     Interest     Penalties  
Balance at beginning of period
  $ 1.7     $ 0.1     $ 0.1  
Additions through March 19, 2007
                 
 
                 
Balance at March 19, 2007
  $ 1.7     $ 0.1     $ 0.1  
 
                 
The reserve for unrecognized tax benefits of $1.7 million at March 19, 2007, includes $1.7 million that, if recognized, would reduce the Company’s provision for income taxes.
The accompanying notes are an integral part of these combined financial statements.

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3.   Income Taxes (Continued)
 
    The Company’s domestic entities have been included in PDC’s consolidated U.S. federal income tax returns as well as certain of PDC’s consolidated state income tax returns. The Company’s foreign entities file separate tax returns with the applicable foreign taxing authorities. The tax years of the Company’s entities that remain subject to examination are as follows:
         
    Years   Additional
    Under   Open
Jurisdiction   Exam   Years
Brazil
    2002-2006
Chile     2002-2007
China     unlimited
Costa Rica   2003-2004   2003-2006
Guatemala     2002-2006
Honduras     2002-2006
El Salvador     2002-2006
Panama     2004-2006
Columbia     1996-2006
Ecuador     2002-2006
Philippines     2004-2006
Thailand   2006   2006-2011
Venzuela     2003-2006
Zambia     2001-2006
South Africa     2000-2006
    The Company has not identified any uncertain tax position for which it is reasonably possible that the total amount of unrecognized tax benefit will significantly increase or decrease within the 12-month period following the date of adoption.
 
4.   Employee Benefit Plans
 
    The net periodic benefit cost for the period January 1, 2007 to March 19, 2007, for the Company’s Thailand subsidiary was $0.1 million for interest and service costs.
 
5.   Business Segment Data
 
    The Company produces engineered products principally for the global energy sector. Its operations are characterized by products with internationally competitive costs and quality, and specialized engineering capabilities. Its factories, which are located in nine countries, manufacture energy cables for international markets. The Company has six reportable segments. The reportable segments correspond with the Company’s organizational and management reporting structure.
 
    Unallocated corporate overhead costs, sales office costs, minor investments, dividend income, U.S. taxes, intercompany eliminations, corporate headquarter assets and intercompany accounts are included in Corporate, Other & Eliminations in the segment data presented below.
The accompanying notes are an integral part of these combined financial statements.

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5.   Business Segment Data (Continued)
 
    The following table provides a summary of financial data by business segments for the period January 1, 2007 to March 19, 2007.
                                                                 
                                                    Corporate,    
                    PD                   Africa   Other &    
    Cocesa   Conducen   Thailand   Alcave   PD Brazil   Cable   Eliminations   Total
Sales and other operating revenues:
                                                               
Unaffiliated customers
  $ 21.5     $ 40.4     $ 32.0     $ 37.9     $ 36.2     $ 31.6     $ 42.8     $ 242.4  
Intersegment and related parties
    38.9       0.2       5.2       7.9       5.9       5.3       (63.4 )      
Depreciation, depletion and amortization
    0.4       0.2       1.0       0.5       0.9       0.1       0.1       3.2  
Operating income
    1.5       4.2       4.5       6.2       1.7       (0.8 )     5.8       23.1  
Interest income
                0.1             0.2             0.1       0.4  
Interest expense (including related parties)
    0.6             0.7       0.2                   0.1       1.6  
Provision for taxes on income
    0.1       1.4       1.4       2.4       0.7       (0.3 )     3.0       8.7  
Minority interests in entities of the Combined Group
                                  (0.6 )     2.5       1.9  
Equity in net earnings of affiliated companies
                                        1.3       1.3  
Equity basis investments at March 19
    1.5             0.9                         10.9       13.3  
Assets at March 19
    98.6       65.6       147.7       99.8       121.2       68.1       30.5       631.5  
Capital expenditures
    0.3       0.5       0.2       0.9       0.8       0.1             2.8  
6.   Subsequent Events
 
    Effective March 19, 2007, the Company’s ultimate parent changed when Freeport-McMoRan Copper & Gold Inc. (FCX) acquired PDC. PDC is now a wholly owned subsidiary of FCX.
 
    During the second quarter of 2007, all debt with related parties was paid in full with borrowings from third party financing. Short-term debt was financed through a line of credit with an interest rate of 1-month LIBOR plus 25 basis points. The Company borrowed $1.5 million with a single repayment due June 2009. This loan bears interest payable monthly at 6-month LIBOR plus 2.34 percent.
 
    During the third quarter of 2007, PDC acquired minority shareholders’ interests in the following entities included in the Combined Group:
                 
 
  Minority        
 
  Shareholders’   Purchase
Description of entity
  Interests Acquired   Price
CONDUCEN, S.A.
    19.64 %   $ 25.7  
Electroconductores de Honduras, S.A. de C.V. (Ecohsa)
    39.16 %     8.4  
Cahosa, S.A.
    21.92 %     0.5  
Alambres y Cables de Panama, S.A. de C.V. (Alcap)
    21.92 %     0.4  
 
             
Total
          $ 35.0  
 
             
Allocation of the related purchase price has not been finalized.
The accompanying notes are an integral part of these combined financial statements.

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6.   Subsequent Events (Continued)
 
    On September 12, 2007, FCX announced it had entered an agreement to sell the Company to General Cable Corporation for $735 million, subject to adjustments.
The accompanying notes are an integral part of these combined financial statements.

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