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, 1995
------------------------------------
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
<PAGE>
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 21, 1996 By:___________________________________
------------------------ John C. Replogle, Chairman
Benefits Administration Committee
2
<PAGE>
PHELPS DODGE EMPLOYEE SAVINGS PLAN
----------------------------------
FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
-----------------------------------------------
* * *
DECEMBER 31, 1995 AND 1994
--------------------------
3
<PAGE>
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 11-16
Additional Information:*
I. Schedule of Assets Held for Investment Purposes
at December 31, 1995 17
II. Schedule of Reportable Transactions 18
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
4
<PAGE>
Report of Independent Accountants
June 10, 1996
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, 1995 and 1994, and the
changes in net assets available for benefits for each of the three years in the
period ended December 31, 1995, 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
Schedules I and II are presented for purposes of additional analysis and are 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. The supplemental schedules and 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 10, 1996
5
<PAGE>
PHELPS DODGE EMPLOYEE SAVINGS PLAN
----------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
---------------------------------------------------------------------
DECEMBER 31, 1995
-----------------
(in thousands)
<TABLE>
<CAPTION>
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
------
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments, at Current
Value (cost basis $194,125):
Common Stocks $42,165 $247 $ 42,412
Mutual Funds $24,526 $37,218 $63,762 125,506
Guaranteed Investment
Contracts $46,023 46,023
Loans to Participants $12,790 12,790
------- ------- ------- ------- ------- ------- ------- --------
24,526 46,023 37,218 63,762 42,165 247 12,790 226,731
------- ------- ------- ------- ------- ------- ------- --------
Receivables:
Loan Repayments 63 92 64 106 64 (389) 0
Employee Contributions 133 202 180 320 200 1,035
Employer Contributions 1,194 1,651 1,684 2,692 1,536 8,757
------- ------- ------- ------- ------- ------- ------- --------
1,390 1,945 1,928 3,118 1,800 (389) 9,792
------- ------- ------- ------- ------- ------- ------- --------
Net Assets Available for $25,916 $47,968 $39,146 $66,880 $43,965 $ 247 $12,401 $236,523
Benefits ======= ======= ======= ======= ======= ======= ======= ========
</TABLE>
See Accompanying Notes to Financial Statements
6
<PAGE>
PHELPS DODGE EMPLOYEE SAVINGS PLAN
----------------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
---------------------------------------------------------------------
DECEMBER 31, 1994
-----------------
(in thousands)
<TABLE>
<CAPTION>
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
------
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
======= ======= ======= ======= ======= ======= ======= ========
</TABLE>
See Accompanying Notes to Financial Statements
7
<PAGE>
PHELPS DODGE EMPLOYEE SAVINGS PLAN
----------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
(in thousands)
<TABLE>
<CAPTION>
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
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Realized Gains (Losses) on
Investments $ 357 $ 869 $ (67) $ 3 $ 1,162
Change in Unrealized
Appreciation (Depreciation) 6,297 12,045 814 24 19,180
Dividends $ 1,300 2,142 3,689 1,188 12 8,331
Interest 8 $ 2,438 2 4 14 $ 956 3,422
--------- --------- --------- --------- --------- --------- --------- ---------
1,308 2,438 8,798 16,607 1,949 39 956 32,095
--------- --------- --------- --------- --------- --------- --------- ---------
Contributions:
Employee 1,733 2,766 2,219 3,775 2,477 12,970
Employer 1,760 2,547 2,380 3,826 2,277 12,790
--------- --------- --------- --------- --------- --------- --------- ---------
3,493 5,313 4,599 7,601 4,754 25,760
--------- --------- --------- --------- --------- --------- --------- ---------
Total Additions 4,801 7,751 13,397 24,208 6,703 39 956 57,855
--------- --------- --------- --------- --------- --------- --------- ---------
Deductions from Net Assets
Attributed to:
Distributions to Participants
and Beneficiaries (1,770) (2,336) (2,270) (2,512) (2,056) (16) (150) (11,110)
Other Charges, Net 39 1 (6) (4) (28) (13) (21) (32)
Loans to Participants, Net of
Repayments (60) (99) (66) (268) (213) 706 0
Fund Exchanges, Net 467 (1,413) 332 242 413 (41) 0
--------- --------- --------- --------- --------- --------- --------- ---------
Total Deductions (1,324) (3,847) (2,010) (2,542) (1,884) (70) 535 (11,142)
--------- --------- --------- --------- --------- --------- --------- ---------
Increase (Decrease) in Net
Assets During the Year 3,477 3,904 11,387 21,666 4,819 (31) 1,491 46,713
Net Assets Available for Benefits:
Beginning of Year 22,439 44,064 27,759 45,214 39,146 278 10,910 189,810
--------- --------- --------- --------- --------- --------- --------- ---------
End of Year $ 25,916 $ 47,968 $ 39,146 $ 66,880 $ 43,965 247 $ 12,401 $ 236,523
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
PHELPS DODGE EMPLOYEE SAVINGS PLAN
----------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1994
----------------------------
(in thousands)
<TABLE>
<CAPTION>
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
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
Investment Income:
Realized Gains (Losses) on
Investments $ (89) $ (139) $ 565 $ 7 $ 344
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
------- ------- ------- ------- ------- ------ ------- --------
Deductions from Net Assets
Attributed to:
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 0
Fund Exchanges, Net (1,294) (1,065) 652 (162) 1,869 0
------- ------- ------- ------- ------- ------ ------- --------
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
======= ======= ======= ======= ======== ======= ======= ========
</TABLE>
See Accompanying Notes to Financial Statements
9
<PAGE>
PHELPS DODGE EMPLOYEE SAVINGS PLAN
----------------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1993
----------------------------
(in thousands)
<TABLE>
<CAPTION>
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
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to Net Assets
Attributed to:
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
------- ------- ------- ------- ------- ------- ------- --------
Deductions from Net Assets
Attributed to:
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 0
Fund Exchanges, Net (1,353) (1,344) 1,910 878 (53) (38) 0
------- ------- ------- ------- ------- ------- ------- --------
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
======= ======= ======= ======= ======= ======= ======= ========
</TABLE>
See Accompanying Notes to Financial Statements
10
<PAGE>
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). Hourly employees became eligible
for the savings feature of the Plan on April 1, 1989. Subsequently, the Plan
name was changed to Phelps Dodge Employee Savings Plan.
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 six employees of
the Corporation who are appointed by the Corporation's Board of Directors.
Plan assets are held by a trust (the Trust) administered by M & I
Marshall and Ilsley Trust Company of Arizona (the Trustee). 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. Investment Options:
-------------------
The Trust is comprised of the following investment funds:
Money Market Fund - high quality, short-term cash instruments including
certificates of deposit and U.S. Treasury bills issued by banks,
corporations and the U.S. government or its agencies.
Interest Income Fund - high quality government, corporate and mortgage
backed debt and other fixed income securities with returns evened out
by the fund's structure and design.
Equity Income Fund - income-producing stocks with demonstrated higher
returns than the overall market; a portion may be invested in bonds or
other fixed income securities, especially those convertible to stocks.
Growth Stock Fund - primarily invests in stocks of mid-sized companies
whose stock is expected to grow faster than the overall market.
Phelps Dodge Common Stock Fund - invests only in common stock of Phelps
Dodge Corporation.
11
<PAGE>
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.
Effective March 15, 1996, four new investment fund options were added.
S&P 500 Index Fund - primarily stocks of the same companies as in the
S&P 500 Index.
Balanced Fund - a mix of stocks, U.S. Treasury bonds and money market
cash instruments; its allocation of assets may shift substantially from
time-to-time.
International Equity Fund - invests in stocks of European and Pacific
Basin companies and government securities of developed and developing
countries.
Small Cap Equity Fund - invests in a combination of small and mid-sized
value and growth stocks.
d. 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 $.50 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 Changes in Net Assets Available for Benefits, With Fund
Information, totalled $8,344,000 for 1995, $8,234,000 for 1994 and $7,478,000
for 1993.
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 from July 1, 1986 to March 31, 1989. 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 before March 15, 1996 and 1% - 10% after that date. 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. All
contributions are invested in one or more of the investment funds available
within the Plan as elected by participants. Participants are fully vested in
their total account balance.
e. Distributions:
--------------
Participants' interests in the Trust become distributable upon
severance of their service with the Corporation or to their beneficiaries in the
event of their death or, effective July 1, 1995, upon attaining age 59 1/2. 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
12
<PAGE>
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, Occidental Petroleum
Stock Fund, Equity Income Fund, and Growth Stock Fund may also be made in kind.
Effective March 15, 1996, cash distributions are based upon the market price of
the funds within two days prior to the time of distribution. Previously,
accounts were valued monthly and cash distributions were based on the market
price of funds at the month-end 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.
f. 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 the
Trustee's prime interest rate plus 2% at the end of the month preceding the
month in which the loan is applied for. Loans are repaid by payroll deductions
and interest is credited to participants' accounts. The loans are secured by
participants' previous contributions to the Plan.
g. 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
- ----------------------------------------------------
The financial statements of the Plan are prepared on the accrual basis
of accounting. Plan investments, other than Guaranteed Investment Contracts, are
presented at fair value. The fair values of common stock and mutual fund shares
are valued based upon the closing market price on the valuation date. The
Guaranteed Investment Contracts are valued based upon their respective face
values plus accrued interest on the valuation date. Participant 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-
13
<PAGE>
dividend date. Interest income is recognized as earned. Employer and employee
contributions are recognized on the accrual basis.
Benefit obligations for persons who have withdrawn from participation
in the Plan are as folows:
December 31, 1995
--------------------------
Money Market Fund $ 85,000
Interest Income Fund 151,000
Equity Income Fund 288,000
Growth Stock Fund 393,000
Phelps Dodge Common Stock Fund 173,000
Loans 72,000
These amounts are reflected as liablities in the Plan's Form 5500.
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:
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1995 1994 1993
--------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Cost of shares purchased $ 9,973 $ 8,605 $ 6,705
Number of shares purchased 170 149 143
Proceeds from shares sold $ 5,289 $ 4,530 $ 3,613
Number of shares sold 86 82 80
Value of shares distributed $ 905 $ 397 $ 1,124
Number of shares distributed 15 7 24
</TABLE>
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. The determination letter request is pending with the
IRS. 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.
14
<PAGE>
NOTE 5 - 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, 1995:
Money Market Fund 2,609
Interest Income Fund 3,186
Equity Income Fund 3,023
Growth Stock Fund 3,717
Phelps Dodge Common Stock Fund 3,150
Occidental Petroleum Common Stock Fund 40
Loan Fund 2,195
NOTE 6 - REALIZED GAINS (LOSSES) ON INVESTMENTS:
- ------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31, 1995
----------------------------
(in thousands)
Realized
Carrying Gains
Investments: Proceeds Value (Losses)
-------- ------- ------
<S> <C> <C> <C>
Phelps Dodge Common Stock $ 6,193 $ 6,260 (67)
Mutual Funds and Other Common Stocks 8,100 6,871 1,229
------- ------- --------
$14,293 $13,131 $ 1,162
======= ======= ========
Year Ended December 31, 1994
----------------------------
(in thousands)
Realized
Carrying Gains
Investments: Proceeds Value (Losses)
-------- ------ ------
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
Carrying Gains
Investments: Proceeds Value (Losses)
-------- ------ ------
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
======== ======== =======
</TABLE>
15
<PAGE>
NOTE 7 - 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 $458,000 and $191,000 of interest income not being
recognized in Statement of Changes in Net Assets Available for Benefits, With
Fund Information, for the years ended December 31, 1995 and December 31, 1994
respectively.
The Confederation GIC is included in the December 31, 1995 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.
16
<PAGE>
ADDITIONAL INFORMATION
PHELPS DODGE EMPLOYEE SAVINGS PLAN Schedule I
----------------------------------
ITEM 27a FORM 5500 -
--------------------
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
-----------------------------------------------
DECEMBER 31, 1995
-----------------
(in thousands)
<TABLE>
<CAPTION>
NUMBER OF CURRENT
SHARES DESCRIPTION OF INVESTMENT COST VALUE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
24,526 MONEY MARKET FUND
Fidelity Government Money Market Portfolio $ 24,526 $24,526
INTEREST INCOME FUND
5,355 Confederation Life Insurance Company Guaranteed
Investment Contract, 8.59%, matures April 1, 5,355 5,355
1996
3,069 Lincoln National Insurance Company 3,069 3,069
Guaranteed Investment Contract, 8.02%
matures December 31, 1998
2,757 Principal Mutual Insurance Company 2,757 2,757
Guaranteed Investment Contract, 5.06%
matures December 31, 1999
3,474 Sun Life of Canada Insurance Company 3,474 3,474
Guaranteed Investment Contract, 5.74%
matures June 20, 2000
23,053 Fidelity Short Term Interest Fund 23,053 23,053
(includes Marshall Money Market Fund)
Commonwealth Life Mortgage
Backed Security GIC
1,765 5.20%, matures March 25, 2000 1,765 1,765
1,790 5.20%, matures September 15, 2000 1,790 1,790
Commonwealth Life Asset
Backed Security GIC
1,518 7.04%, matures August 15, 1997 1,518 1,518
1,672 7.20%, matures May 31, 1999 1,672 1,672
1,570 5.20%, matures April 7, 1999 1,570 1,570
----- -----
Total Interest Income Fund 46,023 46,023
EQUITY INCOME FUND
981 Fidelity Equity Income Fund 29,292 37,218
GROWTH STOCK FUND
741 Fidelity Magellan Fund 50,374 63,762
PHELPS DODGE COMMON STOCK FUND*
677 Phelps Dodge Corporation Common Stock 30,889 42,165
OCCIDENTAL PETROLEUM COMMON STOCK FUND
11 Occidental Petroleum Company Common Stock 231 247
LOAN FUND
Loans to Participants
8% - 12.5%, maturing through June 2011 12,790 12,790
------ ------
TOTAL INVESTMENTS 194,125 226,731
======= =======
*Assets indicated by * are invested with parties in interest as defined by
Section 3(14) of ERISA.
</TABLE>
17
<PAGE>
ADDITIONAL INFORMATION
PHELPS DODGE EMPLOYEE SAVINGS PLAN Schedule II
---------------------------------- -----------
ITEM 27d FORM 5500 -
--------------------
SCHEDULE OF REPORTABLE TRANSACTIONS*
------------------------------------
YEAR ENDED DECEMBER 31, 1995
----------------------------
(in thousands)
<TABLE>
<CAPTION>
PARTY DESCRIPTION NUMBER OF PURCHASE SELLING LEASE EXPENSE COST OF CURRENT NET GAIN
INVOLVED OF ASSET TRANSACTIONS PRICE PRICE RENTAL INCURRED ASSET VALUE ON OR (LOSS)
TRANSACTION
DATE
- ---------- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
M&I Interest Income Fund
Purchases 31 $9,407,122 $9,407,122 --
Sales 24 $5,504,299 $5,504,299 --
M&I Equity Income Fund
Purchases 45 7,604,576 7,604,576 --
Sales 47 3,057,396 2,590,786 $466,610
M&I Growth Stock Fund
Purchases 43 12,973,142 12,973,142 --
Sales 55 4,617,997 3,724,443 893,554
M&I Phelps Dodge Common
Stock Fund
Purchases 37 9,972,838 9,972,838 --
Sales 38 5,288,886 3,792,852 1,496,034
</TABLE>
*Transactions or series of transactions in excess of 5 percent of the current
value of the Plan's assets as of December 31, 1995 as defined in Section
2520.103.6 of the Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA.
18
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 10, 1996 appearing on page 5 of this Form 11-K.
PRICE WATERHOUSE LLP
Phoenix, Arizona
June 21, 1996
