FCX 10-K Annual Report Dec. 31, 2017 | Alphaminr
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FCX 10-K Fiscal year ended Dec. 31, 2017

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FREEPORT-MCMORAN INC
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 8. Financial Statements and Supplementary DataNote 1. Summary Of Significant Accounting PoliciesNote 2. DispositionsNote 3. Ownership in Subsidiaries and Joint VenturesNote 4. Inventories, Including Long-term Mill and Leach StockpilesNote 5. Property, Plant, Equipment and Mine Development Costs, NetNote 6. Other AssetsNote 7. Accounts Payable and Accrued LiabilitiesNote 8. DebtNote 9. Other Liabilities, Including Employee BenefitsNote 10. Stockholders Equity and Stock-based CompensationNote 11. Income TaxesNote 12. ContingenciesNote 13. Commitments and GuaranteesNote 14. Financial InstrumentsNote 15. Fair Value MeasurementNote 16. Business Segment InformationNote 17. Guarantor Financial StatementsNote 18. Subsequent EventsNote 19. Quarterly Financial Information (unaudited)Note 20. Supplementary Mineral Reserve Information (unaudited)Note 21. Supplementary Oil and Gas Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Agreement and Plan of Merger dated as of November 18, 2006, by and among FCX, Phelps Dodge Corporation and Panther Acquisition Corporation. 8-K 333-139252 11/20/2006 2.2 Agreement and Plan of Merger by and among Plains Exploration & Production Company, FCX and IMONC LLC, dated as of December 5, 2012. 8-K 001-11307-01 12/6/2012 2.3 Agreement and Plan of Merger by and among McMoRan Exploration Co., FCX and INAVN Corp., dated as of December 5, 2012. 8-K 001-11307-01 12/6/2012 2.4 Stock Purchase Agreement, dated as of October 6, 2014, among LMC Candelaria SpA, LMC Ojos del Salado SpA and Freeport Minerals Corporation. 10-Q 001-11307-01 11/7/2014 2.5 Purchase Agreement dated February 15, 2016, between Sumitomo Metal Mining America Inc., Sumitomo Metal Mining Co., Ltd., Freeport-McMoRan Morenci Inc., Freeport Minerals Corporation, and FCX. 8-K 001-11307-01 2/16/2016 2.6 Stock Purchase Agreement dated May 9, 2016, among CMOC Limited, China Molybdenum Co., Ltd., Phelps Dodge Katanga Corporation and FCX. 8-K 001-11307-01 2/9/2016 2.7 Purchase and Sale Agreement dated September 12, 2016, between Freeport-McMoRan Oil & Gas LLC, Freeport-McMoRan Exploration & Production LLC, Plains Offshore Operations Inc. and Anadarko US Offshore LLC. 10-Q 001-11307-01 11/9/2016 3.1 Amended and Restated Certificate of Incorporation of FCX, effective as of June 8, 2016. 8-K 001-11307-01 6/9/2016 3.2 Amended and Restated By-Laws of FCX, effective as of June 8, 2016. 8-K 001-11307-01 6/9/2016 4.1 Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 3.55% Senior Notes due 2022, the 4.00% Senior Notes due 2021, the 4.55% Senior Notes due 2024, and the 5.40% Senior Notes due 2034). 8-K 001-11307-01 2/13/2012 4.2 Third Supplemental Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 3.55% Senior Notes due 2022). 8-K 001-11307-01 2/13/2012 4.3 Fourth Supplemental Indenture dated as of May 31, 2013, among FCX, Freeport-McMoRan Oil & Gas LLC and U.S. Bank National Association, as Trustee (relating to the 3.55% Senior Notes due 2022, the 4.00% Senior Notes due 2021, the 4.55% Senior Notes due 2024, and the 5.40% Senior Notes due 2034). 8-K 001-11307-01 6/3/2013 4.5 Sixth Supplemental Indenture dated as of November 14, 2014 among FCX, Freeport-McMoRan Oil & Gas LLC and U.S. Bank National Association, as Trustee (relating to the 4.00% Senior Notes due 2021). 8-K 001-11307-01 11/14/2014 4.6 Seventh Supplemental Indenture dated as of November 14, 2014 among FCX, Freeport-McMoRan Oil & Gas LLC and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024). 8-K 001-11307-01 11/14/2014 4.7 Eighth Supplemental Indenture dated as of November 14, 2014 among FCX, Freeport-McMoRan Oil & Gas LLC and U.S. Bank National Association, as Trustee (relating to the 5.40% Senior Notes due 2034). 8-K 001-11307-01 11/14/2014 4.8 Indenture dated as of March 7, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 2.375% Senior Notes due 2018, the 3.100% Senior Notes due 2020, the 3.875% Senior Notes due 2023, and the 5.450% Senior Notes due 2043). 8-K 001-11307-01 3/7/2013 4.9 Supplemental Indenture dated as of May 31, 2013, among FCX, Freeport-McMoRan Oil & Gas LLC and U.S. Bank National Association, as Trustee (relating to the 2.375% Senior Notes due 2018, the 3.100% Senior Notes due 2020, the 3.875% Senior Notes due 2023, and the 5.450% Senior Notes due 2043). 8-K 001-11307-01 6/3/2013 4.10 Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023). 8-K 001-31470 3/13/2007 4.11 Seventeenth Supplemental Indenture dated as of October 26, 2012 to the Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023). 8-K 001-31470 10/26/2012 4.12 Eighteenth Supplemental Indenture dated as of May 31, 2013 to the Indenture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas Inc., as Co-Issuer, FCX, as Parent Guarantor, Plains Exploration & Production Company, as Original Issuer, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023). 8-K 001-11307-01 6/3/2013 4.13 Nineteenth Supplemental Indenture dated as of September 30, 2016 to the Indenture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas Inc., as Co-Issuer, FMSTP Inc., as Additional Co-Issuer, FCX, as Parent Guarantor, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023). 10-Q 001-11307-01 11/9/2016 4.14 Twentieth Supplemental Indenture dated as of December 13, 2016 to the Indendture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas LLC, as Co-Issuer, FMSTP Inc., as Additional Co-Issuer, FCX, as Parent Guarantor, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023). 8-K 001-11307-01 12/13/2016 4.19 Supplemental Indenture dated as of April 4, 2007 to the Indenture dated as of September 22, 1997, among Phelps Dodge Corporation, as Issuer, Freeport-McMoRan Copper & Gold Inc., as Parent Guarantor, and U.S. Bank National Association, as Trustee (relating to the 7.125% Senior Notes due 2027, the 9.50% Senior Notes due 2031, and the 6.125% Senior Notes due 2034). 10-K 001-00082 2/26/2016 4.20 Indenture dated as of December 31, 2016 among FCX, Freeport McMoRan Oil & Gas LLC, as guarantor, and U.S. Bank National Association, as Trustee (relating to the 6.75% Senior Notes due 2022 and the 6.875% Senior Notes due 2023). 8-K 001-11307-01 12/13/2016 4.21 Registration Rights Agreement dated as of December 13, 2016 among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Managers, relating to the 6.75% Senior Notes due 2022. 8-K 001-11307-01 12/13/2016 4.22 Registration Rights Agreement dated as of December 13, 2016 among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Managers, relating to the 6.875% Senior Notes due 2023. 8-K 001-11307-01 12/13/2016 10.2 Memorandum of Understanding dated as of July 25, 2014, between the Directorate General of Mineral and Coal, the Ministry of Energy and Mineral Resources and PT Freeport Indonesia on Adjustment of the Contract of Work. 8-K 001-11307-01 7/8/2014 10.3 Extension dated as of January 23, 2015, to Memorandum of Understanding Between the Government of the Republic of Indonesia and PT Freeport Indonesia dated as of July 25, 2014. 10-K 001-11307-01 2/27/2015 10.5 First Amendment dated April 30, 1999, Second Amendment dated February 22, 2006, Third Amendment dated October 7, 2009, Fourth Amendment dated November 14, 2013, and Fifth Amendment dated August 4, 2014, to the Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia). 10-K 001-11307-01 2/27/2015 10.6 Sixth Amendment dated September 17, 2015, to the Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. Rio Tinto Indonesia. 10-Q 001-11307-01 11/6/2015 10.7 Seventh Amendment dated October 21, 2016, to the Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. Rio Tinto Indonesia. 10-Q 001-11307-01 11/9/2016 10.9 Amendment dated July 21, 2015, to the Restated Trust Agreement dated as of October 11, 1996, among PT Freeport Indonesia, PT Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia), U.S. Bank National Association, as trustee, JP Morgan Chase Bank, N.A., as depository, and the Secured Creditors. 10-Q 001-11307-01 8/10/2015 10.11 Amendment No. 1, dated as of March 19, 1998, Amendment No. 2 dated as of December 1, 2000, Amendment No. 3 dated as of January 1, 2003, Amendment No. 4 dated as of May 10, 2004, Amendment No. 5 dated as of March 19, 2009, Amendment No. 6 dated as of January 1, 2011, and Amendment No. 7 dated as of October 29, 2012, to the Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. 10-K 001-00082 2/27/2015 10.12 Amendment No. 8 dated as of April 16, 2014 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting. 10.13 Amendment No. 9 dated as of April 10, 2017 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting. 10.14 Nomination and Standstill Agreement dated October 7, 2015, by and between FCX, Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., Andrew Langham and Courtney Mather. 8-K 001-11307-01 10/7/2015 10.15 Confidentiality Agreement dated October 7, 2015, by and between FCX, Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp., Andrew Langham and Courtney Mather. 8-K 001-11307-01 10/7/2015 10.16 Third Amended and Restated Joint Venture and Shareholders Agreement dated as of December 11, 2003 among PT Freeport Indonesia, Mitsubishi Corporation, Nippon Mining & Metals Company, Limited and PT Smelting, as amended by the First Amendment dated as of September 30, 2005, and the Second Amendment dated as of April 30, 2008. 10-K 001-00082 2/27/2015 10.19 Amendment and Restatement Agreement dated as of February 26, 2016, relating to the Revolving Credit Agreement dated as of February 14, 2013, as amended, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and each of the lenders and issuing banks from time to time party thereto. 10-K 001-00082 2/26/2016 10.20* Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson. 8-K 001-11307-01 12/23/2013 10.21* FCX Director Compensation. 10-K 001-00082 2/26/2016 10.22* Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and Kathleen L. Quirk. 10-K 001-11307-01 2/26/2009 10.23* Amendment to Amended and Restated Executive Employment Agreement dated December 2, 2008, by and between FCX and Kathleen L. Quirk, dated April 27, 2011. 8-K 001-11307-01 4/29/2011 10.24* FCX Executive Services Program 10-K 001-11307-01 2/24/2017 10.25* FCX Supplemental Executive Retirement Plan, as amended and restated. 8-K 001-11307-01 2/5/2007 10.26* FCX Supplemental Executive Capital Accumulation Plan. 10-Q 001-11307-01 5/12/2008 10.27* FCX Supplemental Executive Capital Accumulation Plan Amendment One. 10-Q 001-11307-01 5/12/2008 10.28* FCX Supplemental Executive Capital Accumulation Plan Amendment Two. 10-K 001-11307-01 2/26/2009 10.29* FCX Supplemental Executive Capital Accumulation Plan Amendment Three. 10-K 001-00082 2/27/2015 10.30* FCX Supplemental Executive Capital Accumulation Plan Amendment Four. 10-K 001-00082 2/27/2015 10.31* FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015. 10-K 001-00082 2/27/2015 10.32* FCX Amended and Restated 1999 Stock Incentive Plan, as amended and restated. 10-Q 001-11307-01 5/10/2007 10.33* FCX 2003 Stock Incentive Plan, as amended and restated. 10-Q 001-11307-01 5/10/2007 10.34* FCX 2004 Director Compensation Plan, as amended and restated. 10-Q 001-11307-01 8/6/2010 10.35* FCX Amended and Restated 2006 Stock Incentive Plan. 10-K 001-11307-01 2/27/2014 10.36* Form of Notice of Grant of Nonqualified Stock Options for grants under the FCX 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2006 Stock Incentive Plan. 10-K 001-11307-01 2/29/2008 10.37* FCX 2004 Director Compensation Plan, as amended and restated. 10-Q 001-11307-01 8/6/2010 10.38* FCX Amended and Restated 2006 Stock Incentive Plan. 10-K 001-11307-01 2/27/2014 10.39* Form of Notice of Grant of Nonqualified Stock Options for grants under the FCX 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2006 Stock Incentive Plan. 10-K 001-11307-01 2/29/2008 10.40* Form of Notice of Grant of Nonqualified Stock Options and Restricted Stock Units under the 2006 Stock Incentive Plan (for grants made to non-management directors and advisory directors). 8-K 001-11307-01 6/14/2010 10.41* Form of Nonqualified Stock Options Grant Agreement (effective February 2012). 10-K 001-11307-01 2/27/2012 10.42* Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014). 10-K 001-11307-01 2/27/2014 10.43* Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2014). 10-K 001-11307-01 2/27/2014 10.44* Form of Performance Share Unit Agreement (effective February 2014). 8-K 001-11307-01 3/3/2014 10.45* FCX Annual Incentive Plan (For Fiscal Years Ending 2014 - 2018). 8-K 001-11307-01 6/18/2014 10.46* Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors). 10-K 001-11307-01 2/24/2017 10.47* Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2015). 10-K 001-00082 2/27/2015 10.48* FCX 2016 Stock Incentive Plan 8-K 001-11307-01 6/9/2016 10.49* Form of Performance Share Unit Agreement (effective March 2016) 10.50* Form of Performance Share Unit Agreement (effective February 2018) 10.51* Form of Nonqualified Stock Options Grant Agreement (effective February 2018) 10.52* Form of Restricted Stock Unit Agreement (effective February 2018) 12.1 FCX Computation of Ratio of Earnings to Fixed Charges. 14.1 FCX Principles of Business Conduct. 10-K 001-11307-01 2/24/2017 21.1 Subsidiaries of FCX. 23.1 Consent of Ernst & Young LLP. 24.1 Certified resolution of the Board of Directors of FCX authorizing this report to be signed on behalf of any officer or director pursuant to a Power of Attorney. 24.2 Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX. 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d 14(a). 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d 14(a). 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350. 95.1 Mine Safety Disclosure. 99.1 Memorandum of Understanding between the Minister of Energy and Mineral Resources on behalf of the Government of the Republic of Indonesia with PT Freeport Indonesia dated March 31, 2017. 10-Q 001-11307-01 5/5/2017