-----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, Uhb0mdCV9lLlCy5jXSC5tXla5cCxCL9OtoofwqpsO0YPqoY087lsZczDHDdPC3ZX UZb1YwMA7fq6sV4H25q4Ww== 0000950147-95-000096.txt : 199506300000950147-95-000096.hdr.sgml : 19950630 ACCESSION NUMBER: 0000950147-95-000096 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00082 FILM NUMBER: 95550729 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K --------- (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1994 -------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from to ------------------ ------------------ Commission file number 1-82 ---------- PHELPS DODGE EMPLOYEE SAVINGS PLAN ---------------------------------- PHELPS DODGE CORPORATION ------------------------ 2600 North Central Avenue Phoenix, Arizona 85004-3014 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized. PHELPS DODGE EMPLOYEE SAVINGS PLAN Date: June 29, 1995 By: John C. Replogle ------------------------ --------------------------------- John C. Replogle, Chairman Benefits Administration Committee PHELPS DODGE EMPLOYEE SAVINGS PLAN ---------------------------------- FINANCIAL STATEMENTS -------------------- * * * DECEMBER 31, 1994 AND 1993 -------------------------- PHELPS DODGE EMPLOYEE SAVINGS PLAN ---------------------------------- INDEX ----- Page ---- Report of Independent Accountants 5 Statement of Net Assets Available For Benefits, with Fund Information 6-7 Statement of Changes in Net Assets Available for Benefits, with Fund Information 8-10 Notes to Financial Statements 11-15 Schedules I. Schedule of Investments at December 31, 1994 16 Report of Independent Accountants June 16, 1995 To the Benefits Administration Committee and Participants of the Phelps Dodge Employee Savings Plan In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the net assets available for benefits of the Phelps Dodge Employee Savings Plan at December 31, 1994 and 1993, and the changes in its net assets available for benefits for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Benefits Administration Committee (the Committee); our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Committee, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedule I is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. Schedule I and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE LLP Phoenix, Arizona June 16, 1995
PHELPS DODGE EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1994 (in thousands) PHELPS OCCIDENTAL DODGE PETROLEUM MONEY INTEREST EQUITY GROWTH COMMON COMMON MARKET INCOME INCOME STOCK STOCK STOCK LOAN ASSETS FUND FUND FUND FUND FUND FUND FUND TOTAL ------ -------- --------- --------- --------- --------- --------- --------- ---------- Investments, at Current Value (cost basis $165,321): Common Stocks $37,644 $278 $37,922 Mutual Funds $21,237 $26,095 $42,660 89,992 Guaranteed Investment Contracts $42,151 42,151 Loans to Participants $10,944 10,944 --------- --------- --------- --------- --------- --------- --------- --------- 21,237 42,151 26,095 42,660 37,644 278 10,944 181,009 --------- --------- --------- --------- --------- --------- --------- --------- Receivables: Employee Contributions 163 265 194 319 206 1,147 Employer Contributions 1,280 1,887 1,536 2,402 1,575 8,680 --------- --------- --------- --------- --------- --------- 1,443 2,152 1,730 2,721 1,781 9,827 --------- --------- --------- --------- --------- --------- Total Assets 22,680 44,303 27,825 45,381 39,425 278 10,944 190,836 --------- --------- --------- --------- --------- --------- --------- --------- LIABILITIES Accrued Liabilities (241) (239) (66) (167) (279) (34) (1,026) --------- --------- --------- --------- --------- --------- --------- --------- NET ASSETS AVAILABLE FOR BENEFITS $22,439 $44,064 $27,759 $45,214 $39,146 $ 278 $ 10,910 $ 189,810 ========= ========= ========= ========= ========= ========= ========= ========= See Accompanying Notes to Financial Statements
PHELPS DODGE EMPLOYEE SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1993 (in thousands) PHELPS OCCIDENTAL DODGE PETROLEUM MONEY INTEREST EQUITY GROWTH COMMON COMMON MARKET INCOME INCOME STOCK STOCK STOCK LOAN ASSETS FUND FUND FUND FUND FUND FUND FUND TOTAL ------ -------- --------- --------- --------- --------- --------- --------- --------- Investments, at Current Value (cost basis $133,041): Common Stocks $26,691 $283 $ 26,974 Mutual Funds $21,406 $23,104 $39,292 83,802 Guaranteed Investment Contracts $38,293 38,293 Loans to Participants $8,477 8,477 ------- ------- ------- ------- ------- ---- ------ -------- 21,406 38,293 23,104 39,292 26,691 283 8,477 157,546 ------- ------- ------- ------- ------- ---- ------ -------- Receivables: Employee Contributions 166 270 170 295 155 1,056 Employer Contributions 1,150 1,953 1,400 2,246 1,145 7,894 ------- ------- ------- ------- ------- -------- 1,316 2,223 1,570 2,541 1,300 8,950 ------- ------- ------- ------- ------- ---- -------- Total Assets 22,722 40,516 24,674 41,833 27,991 283 8,477 166,496 ------- ------- ------- ------- ------- ---- ------ -------- LIABILITIES Accrued Liabilities (552) (209) (59) (180) (429) (1) (31) (1,461) ------- ------- ------- ------- ------- ---- ------ --------- NET ASSETS AVAILABLE FOR BENEFITS $22,170 $40,307 $24,615 $41,653 $27,562 $282 $8,446 $165,035 ======= ======= ======= ======= ======= ==== ====== ======== See Accompanying Notes to Financial Statements
PHELPS DODGE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1994 (in thousands) PHELPS OCCIDENTAL DODGE PETROLEUM MONEY INTEREST EQUITY GROWTH COMMON COMMON MARKET INCOME INCOME STOCK STOCK STOCK LOAN FUND FUND FUND FUND FUND FUND FUND TOTAL -------- --------- --------- --------- --------- --------- --------- ---------- Investment Income: Realized Gains (Losses) $ (89) $ (139) $ 565 $ 7 $ 344 on Investments Change in Unrealized Appreciation (Depreciation) (2,329) (2,389) 6,653 31 1,966 Dividends $ 813 2,444 1,667 938 15 5,877 Interest 1 $ 2,743 1 1 7 $ 802 3,555 ------- ------- ------- ------ ------- ------ ------- -------- 814 2,743 27 (860) 8,163 53 802 11,742 ------- ------- ------- ------- ------- ------ ------- -------- Contributions: Employee 1,626 2,902 2,036 3,466 1,844 11,874 Employer 1,848 2,836 2,171 3,470 2,134 12,459 ------- ------- ------- ------- ------- ------ 3,474 5,738 4,207 6,936 3,978 24,333 ------- ------- ------- ------- ------- ------ Transfer of Hourly Plan Assets 33 4 7 7 6 57 ------- ------- ------- ------- ------- ------ ------- -------- Total Additions 4,321 8,481 4,238 6,083 12,148 53 808 36,132 ------- ------- ------- ------- ------- ------ ------- -------- Distributions to Participants and Beneficiaries (2,381) (3,216) (1,460) (1,883) (1,823) (41) (524) (11,328) Other Charges, Net 2 7 3 4 1 (16) (30) (29) Loans to Participants, Net of Repayments (379) (450) (289) (481) (611) 2,210 Fund Exchanges, Net (1,294) (1,065) 652 (162) 1,869 -------- ------- ------- ------- ------- ------ ------- -------- Total Deductions (4,052) (4,724) (1,094) (2,522) (564) (57) 1,656 (11,357) -------- ------- ------- ------- ------- ------ ------- -------- Increase (Decrease) in Net Assets During the Year 269 3,757 3,144 3,561 11,584 (4) 2,464 24,775 Net Assets Available for Benefits: Beginning of Year 22,170 40,307 24,615 41,653 27,562 282 8,446 165,035 ------- ------- ------- ------- ------- ------ ------- -------- End of Year $22,439 $44,064 $27,759 $45,214 $39,146 $ 278 $10,910 $189,810 ======= ======= ======= ======= ======= ====== ======= ======== See Accompanying Notes to Financial Statements
PHELPS DODGE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1993 (in thousands) PHELPS OCCIDENTAL DODGE PETROLEUM MONEY INTEREST EQUITY GROWTH COMMON COMMON MARKET INCOME INCOME STOCK STOCK STOCK LOAN FUND FUND FUND FUND FUND FUND FUND TOTAL -------- --------- --------- --------- --------- --------- --------- --------- Investment Income: Realized Gains (Losses) on Investments $ 189 $ 332 $ (304) $ 45 $ 262 Change in Unrealized Appreciation (Depreciation) 2,758 3,394 356 (9) 6,499 Dividends $ 603 808 3,658 890 21 5,980 Interest 2 $ 2,917 1 2 5 55 $ 635 3,617 ------- ------- ------- ------- ------- ------- ------- -------- 605 2,917 3,756 7,386 947 112 635 16,358 ------- ------- ------- ------- ------- ------- ------- -------- Contributions: Employee 1,862 3,034 1,721 2,933 1,828 11,378 Employer 1,809 2,968 1,947 3,156 1,722 11,602 ------- ------- ------- ------- ------- -------- 3,671 6,002 3,668 6,089 3,550 22,980 ------- ------- ------- ------- ------- -------- Transfer of Hourly Plan Assets 54 6 2 15 77 ------- ------- ------- ------- ------- ------- ------- -------- Total Additions 4,276 8,973 7,430 13,477 4,497 112 650 39,415 ------- ------- ------- ------- ------- ------- ------- -------- Distribution to Participants and Beneficiaries (2,590) (5,042) (1,587) (2,501) (2,135) (169) (204) (14,228) Other Charges, Net 17 13 (22) (27) (19) (72) (4) (114) Loans to Participants, Net of Repayments (499) (498) (215) (307) (198) 1,717 Fund Exchanges, Net (1,353) (1,344) 1,910 878 (53) (38) ------- ------- ------- ------- ------- ------- ------- -------- Total Deductions (4,425) (6,871) 86 (1,957) (2,405) (279) 1,509 (14,342) ------- ------- ------- ------- ------- ------- ------- -------- Increase (Decrease) in Net Assets During the Year (149) 2,102 7,516 11,520 2,092 (167) 2,159 25,073 Net Assets Available for Benefits: Beginning of Year 22,319 38,205 17,099 30,133 25,470 449 6,287 139,962 ------- ------- ------- ------- ------- ------- ------- -------- End of Year $22,170 $40,307 $24,615 $41,653 $27,562 $ 282 $ 8,446 $165,035 ======= ======= ======= ======= ======= ======= ======= ======== See Accompanying Notes to Financial Statements
PHELPS DODGE EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1992 (in thousands) PHELPS OCCIDENTAL DODGE PETROLEUM MONEY INTEREST EQUITY GROWTH COMMON COMMON MARKET INCOME INCOME STOCK STOCK STOCK LOAN FUND FUND FUND FUND FUND FUND FUND TOTAL -------- --------- --------- --------- --------- --------- --------- --------- Investment Income: Realized Gains (Losses) on Investments $ 63 $ (104) $ 835 $ 11 $ 805 Change in Unrealized Appreciation (Depreciation) 1,316 (1,821) 4,790 (23) 4,262 Dividends $ 686 526 3,783 671 28 5,694 Interest 4 $ 2,645 2 3 5 $ 532 3,191 ------- ------- ------- ------- ------- ---- ------ -------- 690 2,645 1,907 1,861 6,301 16 532 13,952 ------- ------- ------- ------- ------- ---- ------ -------- Contributions: Employee 1,569 2,497 1,222 2,333 1,158 8,779 Employer 1,967 2,816 1,475 2,543 1,477 10,278 ------- ------- ------- ------- ------- -------- 3,536 5,313 2,697 4,876 2,635 19,057 ------- ------- ------- ------- ------- -------- Transfer of Hourly Plan Assets 3,843 4,481 1,664 3,225 1,804 844 15,861 Transfer of ESOP Assets 222 222 101 155 2,965 3,665 ------- ------- ------ ------- ------- ---- ------ -------- Total Additions 8,291 12,661 6,369 10,117 13,705 16 1,376 52,535 ------- ------- ------- ------- ------- ---- ------ -------- Distributions to Participants and Beneficiaries (2,956) (3,146) (1,218) (1,750) (2,891) (72) (284) (12,317) Other Changes, Net (65) (72) (26) (39) (22) (47) (271) Loans to Participants, Net of Repayments (921) (494) (182) 87 59 1,451 Fund Exchanges, Net (620) (1,408) 390 436 1,296 (94) ------- ------- ------- ------- ------- ---- ------- ------- Total Deductions (4,562) (5,120) (1,036) (1,266) (1,558) (166) 1,120 (12,588) ------- ------- ------- ------- ------- ----- ------ -------- Increase (Decrease) in Net Assets During the Year 3,729 7,541 5,333 8,851 12,147 (150) 2,496 39,947 Net Assets Available for Benefits: Beginning of Year 18,590 30,664 11,766 21,282 13,323 599 3,791 100,015 ------- ------- ------- ------- ------- ---- ------ -------- End of Year $22,319 $38,205 $17,099 $30,133 $25,470 $449 $6,287 $139,962 ======= ======= ======= ======= ======= ==== ====== ======== See Accompanying Notes to Financial Statements
PHELPS DODGE EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF PLAN a. General: The Phelps Dodge Corporation Savings and Deferred Profit Sharing Plan (the Plan), a defined contribution plan, was established by Phelps Dodge Corporation (the Corporation) effective January 1, 1953, for the benefit of eligible salaried employees (the Participants). On July 1, 1992, the Phelps Dodge Corporation Savings Plan for Hourly Employees was merged into the Plan and the Plan name was changed to Phelps Dodge Employee Savings Plan. In June 1992 the Plan was amended to accept the transfer of assets from the Phelps Dodge Employee Stock Ownership Plan (ESOP) for Participants who elected such a transfer after the termination of the ESOP on July 1, 1992. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). A brief description of the Plan is included in the following paragraphs. Participants should refer to the Plan document for a complete description of Plan provisions. b. Administration: The Plan is sponsored by the Corporation and administered by the Benefits Administration Committee (the Committee) composed of not less than three individuals who are appointed by the Corporation's Board of Directors. Effective May 1, 1992, Plan assets were transferred from a trust (the Trust) administered by Valley National Bank (the former Trustee) to M & I Marshall and Ilsley Trust Company of Arizona (the Trustee). The Trust is comprised of the following investment funds: Money Market Fund, Interest Income Fund, formerly named the Guaranteed Investment Contract (GIC) Fund, Equity Income Fund, Growth Stock Fund and Phelps Dodge Common Stock Fund. In addition, certain participants hold assets in the Occidental Petroleum Common Stock Fund as a result of the transfer of assets from the Columbian Chemicals Company plan. Participant loans are held in a separate Loan Fund. Fees and expenses of the Trust, other than brokerage commissions and taxes paid in connection with security transactions, and other expenses relating to the administration of the Plan are currently paid by the Corporation. c. Contributions: A profit sharing contribution made for certain salaried and Mercantile hourly employee participants by the Corporation (the Company Profit Sharing Contribution) for any year is limited to the lesser of 4% of consolidated net income of the Corporation or 7 1/2% of the aggregate eligible base pay of Participants and can be made only to the extent that it does not reduce consolidated net income below $1.00 ($.50 after adjustment for two-for-one stock split on June 10, 1992) per common share for such year after provision for payment of preferred and preference share dividends. Profit sharing contributions, which are included in Employer contributions in the Statement of Net Assets Available for Benefits, With Fund Information, totalled $8,234,000 for 1994, $7,478,000 for 1993 and $7,072,000 for 1992. From July 1, 1986 to March 31, 1989, Participants were allowed to make voluntary contributions from 1% to 10% of their base pay on an after-tax basis (After-tax Contributions) to the Plan by payroll deduction. Effective April 1, 1989, these voluntary After-tax Contributions were eliminated and Participants became eligible to make pretax contributions (Pretax Contributions), subject to certain limitations, equal to 2% - 10% of their base pay. Pretax Contributions are eligible for a matching contribution from the Corporation (Company Matching Contribution) equal to 50% of the first 5% of the base pay deferred. Effective January 1, 1991, Participants may elect to have contributions invested in one or more of the investment funds in multiples of 1%. d. Distributions: Participants' interests in the Trust become distributable upon termination of their service with the Corporation or to their beneficiaries in the event of their death. The distribution may be a single lump sum or a series of substantially equal annual, quarterly or monthly cash installments beginning no earlier than age 55 and continuing over a period not to exceed 10 years, at the election of the Participant or beneficiary. Distributions are generally made in cash, although distributions from the Phelps Dodge Common Stock Fund and Occidental Petroleum Stock Fund may also be made in common shares. Effective January 1, 1991, the cash distributions from these common stock funds are based upon the market price of the shares at the end of the month prior to the time of distribution. Participants may withdraw their After-tax Contributions and earnings thereon at any time. The Plan also provides, with certain limitations, for hardship withdrawals from employee Pretax, Company Matching and Company Profit Sharing Contributions; however, earnings on any of these contributions are ineligible for hardship withdrawal. Hardship withdrawals are not granted unless other financial resources are not reasonably available, including after-tax savings or a loan from the Plan. All withdrawals or distributions are made in accordance with procedures outlined in the Plan document. e. Loans: Participants may borrow amounts as provided in the Plan. Such loans are repayable over a maximum of 5 years with the exception of loans for the purchase of a primary residence which may extend to 15 years. All loans bear interest at market rates. f. Plan Termination: The Plan may be amended or terminated at any time by the Corporation. No such action may cause any portion of the Trust to revert to the Corporation or to be used or diverted for any purpose other than for the exclusive benefit of Participants or their beneficiaries. g. Reclassification: For comparative purposes, certain prior year amounts have been reclassified to conform with the current year presentation. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The financial statements of the Plan are presented on a current value basis. The current values of common stock and mutual fund shares are based upon the closing market price on the valuation date. The current values of the Guaranteed Investment Contracts are based upon their respective face values plus accrued interest on the valuation date. Loans are valued at amounts advanced to participants less principal payments received. Security transactions are recorded on a trade date basis. Expenses paid by the Plan in connection with such transactions include brokerage commissions and taxes which are included in the cost of securities purchased and deducted from the proceeds of securities sold. Realized gains (losses) resulting from the sale of investments are based upon average carrying value. The change in unrealized appreciation (depreciation) is determined by comparison of average carrying value to current value. Dividend income is recognized on the ex- dividend date. Interest income is recognized as earned. Employer and employee contributions are recognized on the accrual basis. NOTE 3 - RELATED PARTY TRANSACTIONS: The Trustee invests in the Corporation's common stock in accordance with the provisions of the Plan. The following is a summary of transactions in the Corporation's common stock: Year Ended December 31, 1994 1993 1992 --------- --------- -------- (in thousands) Cost of shares purchased $8,605 $6,705 $5,714 Number of shares purchased 149 143 129 Proceeds from shares sold $4,530 $3,613 $2,680 Number of shares sold 82 80 63 Value of shares distributed $ 397 $1,124 $1,178 Number of shares distributed 7 24 27 NOTE 4 - TAX STATUS: The Internal Revenue Service (IRS) has determined that the Plan in effect prior to July 1, 1986, met the requirements of Section 401(a) of the Internal Revenue Code and that the earnings of the Trust are exempt from taxation under Section 501(a) of the Code. The Corporation believes that Plan amendments since that date will not change that status and, on March 31, 1995, filed for a redetermination by the IRS that the Plan, as amended, continues to satisfy such requirements. Participants are not taxed currently on their share of Pretax, Company Matching or Company Profit Sharing Contributions to the Plan or on the income earned by the Trust. NOTE 5 - TRANSFERS OF PRIOR PLAN ASSETS: Effective July 1, 1992, the Corporation merged the Phelps Dodge Savings Plan for Hourly Employees into the Plan and assets of approximately $16,100,000 were transferred and invested as directed by the Participants. Effective July 1, 1992, the Corporation terminated its Employee Stock Ownership Plan and provided participants with options to receive a distribution or transfer those assets to the Plan. Approximately $741,000 and 59,800 shares of Phelps Dodge Common Stock were transferred to the Plan and invested as directed by Participants. NOTE 6 - PARTICIPATION IN THE PLAN: The following is a summary of the number of Participants invested in the investment options offered by the Plan as of December 31, 1994: Money Market Fund 2,530 Interest Income Fund 3,259 Equity Income Fund 2,810 Growth Stock Fund 3,428 Phelps Dodge Common Stock Fund 2,807 Occidental Petroleum Common Stock Fund 44 Loan Fund 1,984 NOTE 7 - REALIZED GAINS (LOSSES) ON INVESTMENTS: Year Ended December 31, 1994 (in thousands) Realized Sales Carrying Gains Proceeds Value (Losses) Investments: Phelps Dodge Common Stock $ 4,927 $ 4,362 $ 565 Mutual Funds and Other Common Stocks 6,438 6,659 (221) -------- -------- -------- $ 11,365 $ 11,021 $ 344 ======== ======== ======== Year Ended December 31, 1993 (in thousands) Realized Sales Carrying Gains Proceeds Value (Losses) Investments: Phelps Dodge Common Stock $ 4,738 $ 5,042 $ (304) Mutual Funds and Other Common Stocks 4,947 4,381 566 -------- -------- -------- $ 9,685 $ 9,423 $ 262 ======== ======== ======== Year Ended December 31, 1992 (in thousands) Realized Sales Carrying Gains Proceeds Value (Losses) Investments: Phelps Dodge Common Stock $ 3,858 $ 3,023 $ 835 Mutual Funds and Other Common Stocks 4,063 4,093 (30) -------- -------- -------- $ 7,921 $ 7,116 $ 805 ======== ======== ======== NOTE 8 - INVESTMENT IN GUARANTEED INVESTMENT CONTRACTS: On August 12, 1994, Canadian and U.S. Government regulators took control of Confederation Life Insurance Company (Confederation). The Plan's Interest Income Fund assets include a Guaranteed Investment Contract (GIC) with Confederation. The GIC was purchased on March 20, 1991, with an 8.59% contract rate of interest, with interest paid annually on April 1 and principal payable at maturity, April 1, 1996. The carrying value of the GIC at the time of seizure was $5,354,886. The Plan has frozen the Confederation GIC and is currently not allowing any distributions, withdrawals, loans or elective investment transfers of this portion of the Interest Income Fund. The accrual of interest on the Confederation GIC was discontinued on the seizure date and the nonaccrual has resulted in approximately $191,000 of interest income not being recognized in Statement of Changes in Net Assets Available for Benefits, With Fund Information, for the year ended December 31, 1994. The Confederation GIC is included in the December 31, 1994 Statement of Net Assets Available for Benefits, With Fund Information at the carrying value as of the date of seizure. Based on currently available information, the Committee does not believe that any significant reduction in carrying value is likely to occur and, therefore, an impairment writedown is not necessary at this time. SCHEDULE I PHELPS DODGE EMPLOYEE SAVINGS PLAN SCHEDULE OF INVESTMENTS DECEMBER 31, 1994 (in thousands) NUMBER OF CURRENT SHARES DESCRIPTION OF INVESTMENT COST VALUE MONEY MARKET FUND 21,237 Fidelity Money Market Fund $ 21,237 $ 21,237 INTEREST INCOME FUND Confederation Life Insurance Company Guaranteed Investment Contract, 8.59%, 5,355 matures April 1, 1996 5,355 5,355 Lincoln National Insurance Company Guaranteed Investment Contract, 8.02%, 8,551 matures December 31, 1998 8,551 8,551 Peoples Security Life Insurance Company Guaranteed Investment Contract, 9.10%, 4,632 matures March 31, 1995 4,632 4,632 Principal Mutual Insurance Company Guaranteed Investment Contract, 5.06%, 3,934 matures December 31, 1999 3,934 3,934 Provident Life Insurance Company Guaranteed Investment Contract, 7.83%, 4,780 matures March 31, 1997 4,780 4,780 Prudential Insurance Company Guaranteed Investment Contract, 6.42%, 3,816 matures March 31, 1999 3,816 3,816 State Mutual Insurance Company Guaranteed Investment Contract, 9.09%, 4,512 matures September 30, 1995 4,512 4,512 Sun Life of Canada Insurance Company Guaranteed Investment Contract, 5.74%, 6,571 matures June 30, 2000 6,571 6,571 EQUITY INCOME FUND 850 Fidelity Equity Income Fund 24,427 26,095 GROWTH STOCK FUND 638 Fidelity Magellan Fund 41,258 42,660 PHELPS DODGE COMMON STOCK FUND 608 Phelps Dodge Corporation Common Stock 25,022 37,644 OCCIDENTAL PETROLEUM COMMON STOCK FUND 14 Occidental Petroleum Company Common Stock 282 278 LOAN FUND Loans to Participants 10,944 10,944 -------- -------- TOTAL INVESTMENTS $165,321 $181,009 ======== ======== Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 No. 33-26442 of Phelps Dodge Corporation of our report dated June 16, 1995 appearing on page 5 of this Form 11-K. PRICE WATERHOUSE Phoenix, Arizona June 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----