UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
Commission File Number: 001-11307-01
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
Delaware
74-2480931
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
333 North Central Avenue
 
Phoenix, Arizona
85004-2189
(Address of principal executive offices)
(Zip Code)
 
(602) 366-8100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $0.10 per share
 
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act  þ Yes o No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).            þ Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.    þ Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                              o Yes þ No
The aggregate market value of common stock held by non-affiliates of the registrant was $8.6 billion on February 19, 2016 , and $19.1 billion on June 30, 2015.
Common stock issued and outstanding was 1,251,849,800 shares on February 19, 2016 , and 1,040,217,108 shares on June 30, 2015 .

DOCUMENTS INCORPORATED BY REFERENCE
Portions of our proxy statement for our 2016 annual meeting of stockholders are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this report.



FREEPORT-McMoRan INC.

TABLE OF CONTENTS
 
 
 
Page
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PART I
Items 1. and 2. Business and Properties.

All of our periodic reports filed with the United States (U.S.) Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, through our website, www.fcx.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. These reports and amendments are available through our website as soon as reasonably practicable after we electronically file or furnish such material to the SEC.

References to “we,” “us” and “our” refer to Freeport-McMoRan Inc. (FCX) and its consolidated subsidiaries. References to “Notes” refer to the Notes to Consolidated Financial Statements included herein (refer to Item 8), and references to “MD&A” refer to Management's Discussion and Analysis of Financial Condition and Results of Operations included herein (refer to Item 7).

GENERAL

We are a premier U.S.-based natural resources company with an industry-leading global portfolio of mineral assets and significant oil and natural gas resources. Our portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; significant mining operations in North and South America; the Tenke Fungurume (Tenke) minerals district in the Democratic Republic of Congo (DRC) in Africa; and significant U.S. oil and natural gas assets. Our principal executive offices are in Phoenix, Arizona, and our company was incorporated under the laws of the state of Delaware on November 10, 1987.

During 2015, in response to weak market conditions, we took actions to enhance our financial position, including significant reductions in capital spending, production curtailments at certain North and South America mines and actions to reduce operating, exploration and administrative costs. We are also taking continuing actions to reduce oil and gas costs and capital expenditures. Our oil and gas business (FCX Oil & Gas Inc., or FM O&G) is undertaking a near-term deferral of exploration and development expenditures by idling the three Deepwater Gulf of Mexico (GOM) drillships it has under contract. Refer to "Mining Operations" and "Oil and Gas Operations" for further discussion of revised operating plans.

Concerns about the global economy, and particularly the weakening of the Chinese economy, have dominated financial market sentiment and negatively impacted commodity prices, including copper. Oil prices have weakened to multi-year lows in response to excess global supplies and relatively weak economic conditions. Current market conditions and uncertainty about the timing of economic and commodity price recovery require us to continue taking actions to strengthen our financial position, reduce debt and re-focus our portfolio of assets. Our business strategy is focused on our position as a leading global copper producer. We will continue to manage our production activities, spending on capital projects and the administration of our business to enhance cash flows, and intend to complete asset sales to reduce debt. Several initiatives are currently being advanced, including an evaluation of alternatives for the oil and gas business as well as several potential transactions involving certain of our mining assets. In February 2016, we announced that we have entered into a definitive agreement to sell a 13 percent undivided interest in the Morenci unincorporated joint venture to Sumitomo Metal Mining Co., Ltd. for $1.0 billion in cash (refer to Note 18 for further discussion).

We are confident about the longer term outlook for copper prices based on the global demand and supply fundamentals. With our established reserves and large-scale current production base, our significant portfolio of undeveloped resources, and our global organization of highly qualified and dedicated workers and management, we believe we are well positioned to generate significant asset sale proceeds while retaining an attractive portfolio of high-quality assets.

Our Board of Directors is undertaking a strategic review of alternatives for FM O&G. We and our advisors are actively engaged with interested participants in a process to evaluate opportunities that include asset sales and joint venture arrangements to generate cash proceeds for debt repayment. We expect to advance the evaluation of these alternatives during the first half of 2016.




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Following are our ownership interests at December 31, 2015 , in operating mines through our subsidiaries, Freeport Minerals Corporation (FMC) and PT Freeport Indonesia (PT-FI), and in our oil and gas business through our subsidiary, FM O&G:
a.
FMC has an 85 percent undivided interest in Morenci via an unincorporated joint venture (as further discussed in Note 18 , we have entered into a definitive agreement to sell a 13 percent undivided interest in Morenci; the transaction is expected to close in mid-2016). Additionally, PT-FI has established an unincorporated joint venture with Rio Tinto plc (Rio Tinto) related to our Indonesia operations. Refer to Note 3 for further discussion of our ownership in subsidiaries and joint ventures.

As further discussed in Note 2 , in November 2014, we completed the sale of our 80 percent ownership interests in the Candelaria and Ojos del Salado copper mining operations in Chile. During 2014, we also completed the sale of our Eagle Ford shale assets in Texas and acquired additional oil and gas interests in the GOM.

Mining
At December 31, 2015 , our estimated consolidated recoverable proven and probable mineral reserves totaled 99.5 billion pounds of copper, 27.1 million ounces of gold, 3.05 billion pounds of molybdenum, 271.2 million ounces of silver and 0.87 billion pounds of cobalt. Following is a summary of our consolidated recoverable proven and probable mineral reserves at December 31, 2015 , by geographic location (refer to “Mining Operations” for further discussion):
 
Copper
 
Gold
 
Molybdenum
 
Silver
 
Cobalt
North America
34
%
 
1
%
 
78
%
 
29
%
 
%
South America
31

 

 
22

 
32

 

Indonesia
28

 
99

 

 
39

 

Africa
7

 

 

 

 
100

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%

In North America, we operate seven copper mines – Morenci, Bagdad, Safford, Sierrita and Miami in Arizona, and Chino and Tyrone in New Mexico, and two molybdenum mines – Henderson and Climax in Colorado. In addition to copper, certain of our North America copper mines also produce molybdenum concentrate and silver. In South America, we operate two copper mines – Cerro Verde in Peru and El Abra in Chile. In addition to copper, the Cerro Verde mine also produces molybdenum concentrate and silver. In Indonesia, our subsidiary PT-FI operates the mines in the Grasberg minerals district. In addition to copper, the Grasberg minerals district also produces significant quantities of gold and silver. In Africa, our subsidiary Tenke Fungurume Mining S.A. (TFM) operates the mines in the Tenke minerals district. In addition to copper, the Tenke minerals district also produces cobalt hydroxide.


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Following is a summary of our consolidated copper, gold and molybdenum production for the year 2015 by geographic location (refer to "Mining Operations" for further information):
 
Copper
 
Gold
 
Molybdenum
 
North America
48
%
 
2
%
 
92
%
a  
South America
22

 

 
8

 
Indonesia
19

 
98

 

 
Africa
11

 

 

 
 
100
%
 
100
%
 
100
%
 
a.
Our Henderson and Climax molybdenum mines produced 52 percent of consolidated molybdenum production, and our North America copper mines produced 40 percent .

The locations of our operating mines are shown on the world map below.
Oil and Gas
At December 31, 2015, our estimated proved oil and natural gas reserves (all of which are located in the U.S.) totaled 252 million barrels of oil equivalents (MMBOE), with 82 percent comprised of oil (including natural gas liquids, or NGLs) and 67 percent represented by proved developed reserves. Refer to “Oil and Gas Operations” for further discussion.

Our portfolio of oil and gas assets include significant oil production facilities and growth potential in the Deepwater GOM, established oil production onshore and offshore California, large onshore natural gas resources in the Haynesville shale in Louisiana, natural gas production from the Madden area in central Wyoming, and a position in the Inboard Lower Tertiary/Cretaceous natural gas trend onshore in South Louisiana.



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The locations of our U.S. oil and gas operations are shown on the map below:

COPPER, GOLD, MOLYBDENUM AND OIL

Following provides a brief discussion of our primary natural resources – copper, gold, molybdenum and oil. For further discussion of historical and current market prices of these commodities refer to MD&A and Item 1A. "Risk Factors."

Copper
Copper is an internationally traded commodity, and its prices are determined by the major metals exchanges – the London Metal Exchange (LME), New York Mercantile Exchange (NYMEX) and Shanghai Futures Exchange. Prices on these exchanges generally reflect the worldwide balance of copper supply and demand, and can be volatile and cyclical. During 2015 , the LME spot copper price averaged $2.49 per pound, ranging from a low of $2.05 per pound to a high of $2.92 per pound, and was $2.13 per pound at December 31, 2015 .

In general, demand for copper reflects the rate of underlying world economic growth, particularly in industrial production and construction. According to Wood Mackenzie, a widely followed independent metals market consultant, copper’s end-use markets (and their estimated shares of total consumption) are construction (30 percent), consumer products (28 percent), electrical applications (19 percent), transportation (12 percent) and industrial machinery (11 percent).

Gold
Gold is used for jewelry, coinage and bullion as well as various industrial and electronic applications. Gold can be readily sold on numerous markets throughout the world. Benchmark prices are generally based on London Bullion Market Association (London) PM quotations. During 2015 , the London PM gold price averaged $1,160 per ounce, ranging from a low of $1,049 per ounce to a high of $1,296 per ounce, and was $1,062 per ounce at December 31, 2015 .

Molybdenum
Molybdenum is a key alloying element in steel and the raw material for several chemical-grade products used in catalysts, lubrication, smoke suppression, corrosion inhibition and pigmentation. Molybdenum, as a high-purity metal, is also used in electronics such as flat-panel displays and in super alloys used in aerospace. Reference prices for molybdenum are available in several publications, including Metals Week , Ryan’s Notes and Metal Bulletin . During 2015 , the weekly average price of molybdenum quoted by Metals Week averaged $6.66 per pound, ranging from a low of $4.46 per pound to a high of $9.35 per pound, and was $5.23 per pound at December 31, 2015 .



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Oil
Oil products include transportation fuels, fuel oils for heating and electricity generation, asphalt and road oil, and the feedstocks used to make chemicals, plastics and synthetic materials. The price of crude oil is set in the global marketplace, with prices largely determined by regional benchmarks, including Brent, West Texas Intermediate (WTI) and Heavy Louisiana Sweet. Prices generally reflect the worldwide supply and demand balance, and can be volatile. During 2015, the Brent crude oil price averaged $53.64 per barrel, ranging from a low of $36.11 per barrel to a high of $67.77 per barrel, and was $37.28 per barrel at December 31, 2015 .

PRODUCTS AND SALES

FCX’s consolidated revenues for 2015 primarily included sales of copper ( 67 percent ), oil ( 11 percent ), gold ( 10 percent ) and molybdenum ( 5 percent ). Oil and gas sales to Phillips 66 Company represented 7 percent of our consolidated revenues in 2015 and 12 percent in 2014 ; no other customer accounted for more than 10 percent of our consolidated revenues in any of the past three years. Refer to Note 16 for a summary of our consolidated revenues and operating income (loss) by business segment and geographic area.

Copper Products
We are one of the world’s leading producers of copper concentrate, cathode and continuous cast copper rod. During 2015 , 43 percent of our mined copper was sold in concentrate, 33 percent as cathode and 24 percent as rod from North America operations.

Our copper ore is generally processed either by smelting and refining or by solution extraction and electrowinning (SX/EW). Before being subject to the smelting and refining process, ore is crushed and treated to produce a copper concentrate with copper content of approximately 20 to 30 percent. Copper concentrate is then smelted ( i.e. , subjected to extreme heat) to produce copper anode, which weighs between 800 and 900 pounds each and has an average copper content of 99.5 percent. The anode is further treated by electrolytic refining to produce copper cathode, which weighs between 100 and 350 pounds each and has an average copper content of 99.99 percent. For ore subject to the SX/EW process, copper is extracted from the ore by dissolving it with a weak sulphuric acid solution. The copper content of the solution is increased in two additional solution-extraction stages, and then the copper-bearing solution undergoes an electrowinning process to produce cathode that is, on average, 99.99 percent copper. Our copper cathode is used as the raw material input for copper rod, brass mill products and for other uses.

Copper Concentrate .  We produce copper concentrate at six of our mines. In North America, copper concentrate is produced at the Morenci, Bagdad, Sierrita and Chino mines, and a significant portion is shipped to our Miami smelter in Arizona. Copper concentrate is also produced at the Cerro Verde mine in Peru and the Grasberg minerals district in Indonesia.

Copper Cathode .  We produce copper cathode at our electrolytic refinery located in El Paso, Texas, and at 10 of our mines. SX/EW cathode is produced from the Morenci, Bagdad, Safford, Sierrita, Miami, Chino and Tyrone mines in North America; from the Cerro Verde and El Abra mines in South America; and from the Tenke minerals district in Africa . Copper cathode is also produced at Atlantic Copper (our wholly owned copper smelting and refining unit in Spain) and PT Smelting (PT-FI's 25 percent owned copper smelter and refinery in Indonesia). Refer to "Mining Operations - Smelting Facilities and Other Mining Properties" for further discussion of Atlantic Copper and PT Smelting.

Continuous Cast Copper Rod .  We manufacture continuous cast copper rod at our facilities in El Paso, Texas; Norwich, Connecticut; and Miami, Arizona, primarily using copper cathode produced at our North America copper mines.

Copper Sales
North America .  The majority of the copper produced at our North America copper mines and refined in our El Paso, Texas, refinery is consumed at our rod plants. The remainder of our North America copper production is sold in the form of copper cathode or copper concentrate under U.S. dollar-denominated annual contracts. Cathode and rod contract prices are generally based on the prevailing Commodity Exchange Inc. (COMEX - a division of NYMEX) monthly average spot price for the month of shipment and include a premium. Generally, copper rod is sold to wire and cable manufacturers, while cathode is sold to rod, brass or tube fabricators. During 2015 , 15 percent of our North America mines' copper sales volumes were shipped to Atlantic Copper in the form of copper concentrate.



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South America .   Production from our South America mines is sold as copper concentrate or copper cathode under U.S. dollar-denominated, annual and multi-year contracts. During 2015, our South America mines sold half of their copper production in concentrate and half as cathode.

Substantially all of South America’s copper concentrate and cathode sales contracts provide final copper pricing in a specified future month (generally one to four months from the shipment date) primarily based on quoted LME monthly average spot copper prices. Revenues from South America’s concentrate sales are recorded net of treatment and refining charges ( i.e., fees paid to smelters and refiners that are generally negotiated annually). In addition, because a portion of the metals contained in copper concentrate is unrecoverable from the smelting process, revenues from South America’s concentrate sales are also recorded net of allowances for unrecoverable metals, which are a negotiated term of the contracts and vary by customer.

Indonesia .   PT-FI sells its production in the form of copper concentrate, which contains significant quantities of gold and silver, under U.S. dollar-denominated, long-term contracts. PT-FI also sells a small amount of copper concentrate in the spot market. Following is a summary of PT-FI’s aggregate percentage concentrate sales to third parties, PT Smelting and Atlantic Copper for the years ended December 31:
 
2015
 
2014
 
2013
Third parties
61
%
 
36
%
 
50
%
PT Smelting
37

 
58

 
41

Atlantic Copper
2

 
6

 
9

 
100
%
 
100
%
 
100
%

Substantially all of PT-FI’s concentrate sales contracts provide final copper pricing in a specified future month (generally one to four months from the shipment date) primarily based on quoted LME monthly average spot copper prices. Revenues from PT-FI’s concentrate sales are recorded net of royalties, export duties, treatment charges and allowances for unrecoverable metals.

Africa .  TFM sells its production in the form of copper cathode under U.S. dollar-denominated contracts. Substantially all of TFM's cathode sales provide final copper pricing in the month after the shipment date based on quoted LME monthly average spot copper prices. Revenues from TFM's cathode sales are recorded net of royalties and also include adjustments for point-of-sale transportation costs that are negotiated in customer contracts.

Gold Products and Sales
We produce gold mostly from the Grasberg minerals district. Gold is primarily sold as a component of our copper concentrate or in slimes, which are a product of the smelting and refining process at Atlantic Copper. Gold generally is priced at the average London price for a specified month near the month of shipment. Revenues from gold sold as a component of our copper concentrate are recorded net of treatment and refining charges. Revenues from gold sold in slimes are recorded net of refining charges.

Molybdenum Products and Sales
We are the world’s largest producer of molybdenum and molybdenum-based chemicals. In addition to production from the Henderson and Climax molybdenum mines, we produce molybdenum concentrate at certain of the North America copper mines and the Cerro Verde copper mine in Peru. The majority of our molybdenum concentrate is processed in our own conversion facilities. During 2015, our molybdenum sales were generally priced based on the average Metals Week price for the month prior to the month of shipment. We have incorporated changes in the commercial pricing structure for our chemicals products to promote continuation of chemical-grade production.

Cobalt and Silver Products and Sales
We produce cobalt hydroxide at the Tenke minerals district. Cobalt hydroxide is priced at a discount to the average monthly low price as published by Metal Bulletin or using LME-based pricing for a specified month near the month of shipment. We also produce silver as a component of our copper concentrate or in slimes. Silver generally is priced at the average London price for a specified month near the month of shipment.

Oil and Gas Products and Sales
We produce and sell oil and gas in the U.S. Our oil production is primarily sold under contracts with prices based upon regional benchmarks, and approximately 30 percent of our gas sales is priced monthly using industry-recognized, published index pricing, and the remainder is priced daily on the spot market.



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Approximately 70 percent of our California production is attributable to heavy crude oil, which is primarily sold under a long-term contract with prices based upon regional benchmarks. In the GOM, our share of oil and gas production is sold under a series of contracts pursuant to which crude oil is sold directly to refineries in the Gulf Coast regions of Texas and Louisiana at prices based on widely used industry benchmarks.

LABOR MATTERS

At December 31, 2015 , we employed approximately 34,500 people (12,400 in the U.S., 12,100 in Indonesia, 5,200 in South America, 3,400 in Africa, and 1,400 in Europe and other locations), and also had contractors with personnel at many of our operations, including approximately 20,600 at the Grasberg minerals district, 6,300 at our South America mining operations, 6,000 at the Tenke minerals district, 4,100 in the U.S., and 500 in Europe and other locations. The number of employees represented by unions at December 31, 2015, and the expiration date of the applicable union agreements are listed below.

 
Location
Number of Unions
Number of
Union-
Represented Employees
Expiration Date
 
 
PT-FI – Indonesia
2
9,058

September 2017
 
 
TFM – DRC
11
3,326

N/A
a  
 
Cerro Verde – Peru
3
2,735

August 2018
 
 
El Abra – Chile
2
612

April 2016
b  
 
Atlantic Copper – Spain
2
423

December 2015
c  
 
Kokkola - Finland
3
414

November 2016
 
 
Rotterdam – The Netherlands
2
60

March 2015
c  
 
Stowmarket – United Kingdom
1
40

May 2017
 
 
Bayway – New Jersey
1
36

April 2016
 
a.
The Collective Labor Agreement (CLA) between TFM and its workers’ unions has no expiration date, but can be amended at any time in accordance with an established process. In September 2012, TFM negotiated a four-year salary scale with union-represented employees.
b.
In February 2016, El Abra and one of its workers’ unions (representing approximately one-third of El Abra’s union-represented employees) signed a new four-year CLA agreement, which expires April 2020.
c.
The CLA between Atlantic Copper and its workers' unions expired in December 2015, and the CLA between Rotterdam and its workers' unions expired in March 2015; new agreements are currently being negotiated.

Refer to Item 1A. "Risk Factors" for further information on labor matters.

ENVIRONMENTAL AND RECLAMATION MATTERS

The cost of complying with environmental laws is fundamental to and a substantial cost of our business. For information about environmental regulation, litigation and related costs, refer to Item 1A. “Risk Factors” and Notes 1 and 12 .

COMPETITION

The top 10 producers of copper comprise approximately half of total worldwide mined copper production. We currently rank second among those producers, with approximately eight percent of estimated total worldwide mined copper production. Our competitive position is based on the size, quality and grade of our ore bodies and our ability to manage costs compared with other producers. We have a diverse portfolio of mining operations with varying ore grades and cost structures. Our costs are driven by the location, grade and nature of our ore bodies, and the level of input costs, including energy, labor and equipment. The metals markets are cyclical, and our ability to maintain our competitive position over the long term is based on our ability to acquire and develop quality deposits, hire and retain a skilled workforce, and to manage our costs.

Within the oil and gas industry, our competitors include national and international oil companies, major integrated oil and gas companies, numerous independent oil and gas companies and others. There is substantial competition in the oil and gas industry. Our ability to identify and successfully develop additional prospects and to discover oil and


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gas reserves in the future will depend on capital availability and our ability to evaluate and select suitable properties, consummate transactions and manage our operations in a cost-efficient and effective manner in a highly competitive environment.

MINING OPERATIONS

Revised Operating Plans
During 2015, in response to weak market conditions, we took actions to enhance our financial position, including significant reductions in capital spending, production curtailments at certain North and South America mines (which resulted in aggregate annual reductions of 350 million pounds of copper and 34 million pounds of molybdenum) and actions to reduce operating, exploration and administrative costs. We continue to evaluate our mining operating plans and additional adjustments may be made as market conditions warrant.

Revised operating plans for the North America copper mines incorporate reductions in mining rates to reduce operating and capital costs, including the suspension of mining operations at the Miami mine, the suspension of production at the Sierrita mine, a 50 percent reduction in mining rates at the Tyrone mine and adjustments to mining rates at other North America mines. The revised plans at each of the operations also incorporated the impacts of lower energy, acid and other consumables, reduced labor costs and a significant reduction in capital spending plans.

The revised operating plan for our Henderson molybdenum mine incorporates lower operating rates, resulting in an approximate 65 percent reduction in annual production volumes. We have also incorporated changes in the commercial pricing structure for our chemical products to promote continuation of chemical-grade production.

Revised operating plans for the South America mines principally reflect adjustments at El Abra to reduce mining and stacking rates by approximately 50 percent to achieve lower operating and labor costs, defer capital expenditures and extend the life of the existing operation.

The revised operating plan for PT-FI incorporates improved operational efficiencies, reductions in input costs, supplies and contractor costs, and a deferral of 15 percent of capital expenditures that had been planned for 2016.

The revised operating plan for the Tenke mine incorporates a 50 percent reduction in capital spending that had been planned for 2016 and various initiatives to reduce operating, administrative and exploration costs.

Following are maps and descriptions of our mining operations in North America (including both copper and molybdenum operations), South America, Indonesia and Africa.

North America
In the U.S., most of the land occupied by our copper and molybdenum mines, concentrators, SX/EW facilities, smelter, refinery, rod mills, molybdenum roasters and processing facilities is generally owned by us or is located on unpatented mining claims owned by us. Certain portions of our Bagdad, Sierrita, Miami, Chino, Tyrone, Henderson and Climax operations are located on government-owned land and are operated under a Mine Plan of Operations or other use permit. Various federal and state permits or leases on government land are held for purposes incidental to mine operations.
 


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Morenci
 

We own an 85 percent undivided interest in Morenci, with the remaining 15 percent owned by Sumitomo Metal Mining Arizona, Inc. Each partner takes in kind its share of Morenci’s production.

As further discussed in Note 18 , we have entered into a definitive agreement to sell a 13 percent undivided interest in Morenci. Following completion of the transaction, we will own a 72 percent undivided interest in Morenci.

Morenci is an open-pit copper mining complex that has been in continuous operation since 1939 and previously was mined through underground workings. Morenci is located in Greenlee County, Arizona, approximately 50 miles northeast of Safford on U.S. Highway 191. The site is accessible by a paved highway and a railway spur.

The Morenci mine is a porphyry copper deposit that has oxide, secondary sulfide and primary sulfide mineralization. The predominant oxide copper mineral is chrysocolla. Chalcocite is the most important secondary copper sulfide mineral, with chalcopyrite as the dominant primary copper sulfide.

The Morenci operation consists of two concentrators capable of milling 115,000 metric tons of ore per day, which produce copper and molybdenum concentrate; a 68,000 metric ton-per-day, crushed-ore leach pad and stacking system; a low-grade run-of-mine (ROM) leaching system; four SX plants; and three EW tank houses that produce copper cathode. Total EW tank house capacity is approximately 900 million pounds of copper per year. During second-quarter 2015, Morenci’s concentrate leach, direct-electrowinning facility (which was placed on care-and-maintenance status in early 2009) resumed operation. Morenci's available mining fleet consists of one hundred and eleven 236-metric ton haul trucks loaded by 12 shovels with bucket sizes ranging from 47 to 57 cubic meters, which are capable of moving an average of 815,000 metric tons of material per day.

The Morenci mill expansion project, which commenced operations in May 2014, successfully achieved full rates in second-quarter 2015. The project expanded mill capacity from 50,000 metric tons of ore per day to approximately 115,000 metric tons of ore per day, which results in incremental annual production of approximately 225 million pounds of copper and an improvement in Morenci's cost structure. Over the next five years, Morenci's copper production, including our joint venture partner share, is expected to average approximately one billion pounds per year.

Morenci’s production, including our joint venture partner’s share, totaled 1.06 billion pounds of copper and 8 million pounds of molybdenum in 2015 , 812 million pounds of copper and less than 1 million pounds of molybdenum in 2014 , and 664 million pounds of copper and 2 million pounds of molybdenum in 2013 .

Morenci is located in a desert environment with rainfall averaging 13 inches per year. The highest bench elevation is 2,000 meters above sea level, and the ultimate pit bottom is expected to have an elevation of 840 meters above sea level. The Morenci operation encompasses approximately 68,250 acres, comprising 51,150 acres of patented mining claims and other fee lands, 14,050 acres of unpatented mining claims and 3,050 acres of land held by state or federal permits, easements and rights-of-way.

The Morenci operation's electrical power is primarily sourced from Tucson Electric Power Company, Arizona Public Service Company and the Luna Energy facility in Deming, New Mexico. Although we believe the Morenci operation has sufficient water sources to support current operations, we are a party to litigation that may impact our water rights claims or rights to continued use of currently available water supplies, which could adversely affect our water


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supply for the Morenci operation. Refer to Item 1A. "Risk Factors" and Item 3. “Legal Proceedings” for further discussion.
Bagdad

Our wholly owned Bagdad mine is an open-pit copper and molybdenum mining complex located in Yavapai County in west-central Arizona. It is approximately 60 miles west of Prescott and 100 miles northwest of Phoenix. The property can be reached by Arizona Highway 96, which ends at the town of Bagdad. The closest railroad is at Hillside, Arizona, approximately 24 miles southeast on Arizona Highway 96. The open-pit mining operation has been ongoing since 1945, and prior mining was conducted through underground workings.

The Bagdad mine is a porphyry copper deposit containing both sulfide and oxide mineralization. Chalcopyrite and molybdenite are the dominant primary sulfides and are the primary economic minerals in the mine. Chalcocite is the most common secondary copper sulfide mineral, and the predominant oxide copper minerals are chrysocolla, malachite and azurite.

The Bagdad operation consists of a 75,000 metric ton-per-day concentrator that produces copper and molybdenum concentrate, an SX/EW plant that can produce up to 32 million pounds per year of copper cathode from solution generated by low-grade stockpile leaching, and a pressure-leach plant to process molybdenum concentrate. The available mining fleet consists of thirty 235-metric ton haul trucks loaded by six shovels with bucket sizes ranging from 30 to 48 cubic meters, which are capable of moving an average of 250,000 metric tons of material per day.

Bagdad’s production totaled 210 million pounds of copper and 9 million pounds of molybdenum in 2015 , 237 million pounds of copper and 9 million pounds of molybdenum in 2014 , and 216 million pounds of copper and 8 million pounds of molybdenum in 2013 .

Bagdad is located in a desert environment with rainfall averaging 15 inches per year. The highest bench elevation is 1,200 meters above sea level, and the ultimate pit bottom is expected to be 310 meters above sea level. The Bagdad operation encompasses approximately 21,750 acres, comprising 21,150 acres of patented mining claims and other fee lands and 600 acres of unpatented mining claims.

Bagdad receives electrical power from Arizona Public Service Company. We believe the Bagdad operation has sufficient water sources to support current operations.


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Safford
 

Our wholly owned Safford mine has been in operation since 2007 and is an open-pit copper mining complex located in Graham County, Arizona, approximately 8 miles north of the town of Safford and 170 miles east of Phoenix. The site is accessible by paved county road off U.S. Highway 70.

The Safford mine includes two copper deposits that have oxide mineralization overlaying primary copper sulfide mineralization. The predominant oxide copper minerals are chrysocolla and copper-bearing iron oxides with the predominant copper sulfide material being chalcopyrite.

The property is a mine-for-leach project and produces copper cathode. The operation consists of two open pits feeding a crushing facility with a capacity of 103,000 metric tons per day. The crushed ore is delivered to leach pads by a series of overland and portable conveyors. Leach solutions feed a SX/EW facility with a capacity of 240 million pounds of copper per year. A sulfur burner plant is also in operation at Safford, providing a cost-effective source of sulphuric acid used in SX/EW operations. The available mining fleet consists of sixteen 235-metric ton haul trucks loaded by four shovels with bucket sizes ranging from 31 to 34 cubic meters, which are capable of moving an average of 225,000 metric tons of material per day.

Safford’s copper production totaled 202 million pounds in 2015 , 139 million pounds in 2014 and 146 million pounds in 2013 .

Safford is located in a desert environment with rainfall averaging 10 inches per year. The highest bench elevation is 1,250 meters above sea level, and the ultimate pit bottom is expected to have an elevation of 750 meters above sea level. The Safford operation encompasses approximately 25,000 acres, comprising 21,000 acres of patented lands, 3,950 acres of unpatented lands and 50 acres of land held by federal permit.

The Safford operation’s electrical power is primarily sourced from Tucson Electric Power Company, Arizona Public Service Company and the Luna Energy facility. Although we believe the Safford operation has sufficient water sources to support current operations, we are a party to litigation that may impact our water right claims or rights to continued use of currently available water supplies, which could adversely affect our water supply for the Safford operation. Refer to Item 1A. "Risk Factors" and Item 3. “Legal Proceedings” for further discussion.



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Sierrita

Our wholly owned Sierrita mine has been in operation since 1959 and is an open-pit copper and molybdenum mining complex located in Pima County, Arizona, approximately 20 miles southwest of Tucson and 7 miles west of the town of Green Valley and Interstate Highway 19. The site is accessible by a paved highway and by rail.

The Sierrita mine is a porphyry copper deposit that has oxide, secondary sulfide and primary sulfide mineralization. The predominant oxide copper minerals are malachite, azurite and chrysocolla. Chalcocite is the most important secondary copper sulfide mineral, and chalcopyrite and molybdenite are the dominant primary sulfides.

The Sierrita operation includes a 102,000 metric ton-per-day concentrator that produces copper and molybdenum concentrate. Sierrita also produces copper from a ROM oxide-leaching system. Cathode copper is plated at the Twin Buttes EW facility, which has a design capacity of approximately 50 million pounds of copper per year. The Sierrita operation also has molybdenum facilities consisting of a leaching circuit, two molybdenum roasters and a packaging facility. The molybdenum facilities process molybdenum concentrate produced by Sierrita, from our other mines and from third-party sources. The available mining fleet consists of twenty-five 235-metric ton haul trucks loaded by four shovels with bucket sizes ranging from 34 to 56 cubic meters, which are capable of moving an average of 200,000 metric tons of material per day.

In response to low copper and molybdenum prices, during December 2015, we announced plans to suspend production at the Sierrita mine. The plan consists of putting the mine and concentrator operations on care-and-maintenance status and producing copper through the oxide-leaching system. Additionally, Sierrita's molybdenum processing facility will continue to process material from our other mines. Sierrita’s production totaled 189 million pounds of copper and 21 million pounds of molybdenum in 2015 , 195 million pounds of copper and 24 million pounds of molybdenum in 2014 , and 171 million pounds of copper and 20 million pounds of molybdenum in 2013 .

Sierrita is located in a desert environment with rainfall averaging 12 inches per year. The highest bench elevation is 1,160 meters above sea level, and the ultimate pit bottom is expected to be 440 meters above sea level. The Sierrita operation, including the adjacent Twin Buttes site (refer to "Smelting Facilities and Other Mining Properties" for further discussion), encompasses approximately 37,650 acres, comprising 13,300 acres of patented mining claims and 24,350 acres of split-estate lands.

Sierrita receives electrical power through long-term contracts with the Tucson Electric Power Company. Although we believe the Sierrita operation has sufficient water sources to support current operations, we are a party to litigation that may impact our water rights claims or rights to continued use of currently available water supplies, which could adversely affect our water supply for the Sierrita operation. Refer to Item 1A. "Risk Factors" and Item 3. “Legal Proceedings” for further discussion.



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Miami

Our wholly owned Miami mine is an open-pit copper mining complex located in Gila County, Arizona, approximately 90 miles east of Phoenix and 6 miles west of the city of Globe on U.S. Highway 60. The site is accessible by a paved highway and by rail.

The Miami mine is a porphyry copper deposit that has leachable oxide and secondary sulfide mineralization. The predominant oxide copper minerals are chrysocolla, copper-bearing clays, malachite and azurite. Chalcocite and covellite are the most important secondary copper sulfide minerals.

Since about 1915, the Miami mining operation had processed copper ore using both flotation and leaching technologies.

As a result of current economic conditions, we have revised operating plans to suspend mining operations at the Miami mine and produce copper through leaching material already placed on stockpiles. The design capacity of the SX/EW plant is 200 million pounds of copper per year.

Miami’s copper production totaled 43 million pounds in 2015 , 57 million pounds in 2014 and 61 million pounds in 2013 .

Miami is located in a desert environment with rainfall averaging 18 inches per year. The highest bench elevation is 1,390 meters above sea level, and the ultimate pit bottom will have an elevation of 810 meters above sea level. The Miami operation encompasses approximately 9,100 acres, comprising 8,750 acres of patented mining claims and other fee lands and 350 acres of unpatented mining claims.

Miami receives electrical power through long-term contracts with the Salt River Project and natural gas through long-term contracts with El Paso Natural Gas as the transporter. Although we believe the Miami operation has sufficient water sources to support current operations, we are a party to litigation that may impact our water right claims or rights to continued use of currently available water supplies, which could adversely affect our water supply for the Miami operation. Refer to Item 1A. "Risk Factors" and Item 3. “Legal Proceedings” for further discussion.



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Chino and Tyrone

Chino
Our wholly owned Chino mine is an open-pit copper mining complex located in Grant County, New Mexico, approximately 15 miles east of the town of Silver City off of State Highway 180. The mine is accessible by paved roads and by rail. Chino has been in operation since 1910.

The Chino mine is a porphyry copper deposit with adjacent copper skarn deposits. There is leachable oxide, secondary sulfide and millable primary sulfide mineralization. The predominant oxide copper mineral is chrysocolla. Chalcocite is the most important secondary copper sulfide mineral, and chalcopyrite and molybdenite the dominant primary sulfides.

The Chino operation consists of a 36,000 metric ton-per-day concentrator that produces copper and molybdenum concentrate, and a 150 million pound-per-year SX/EW plant that produces copper cathode from solution generated by ROM leaching. The available mining fleet consists of thirty-seven 240-metric ton haul trucks loaded by four shovels with bucket sizes ranging from 42 to 48 cubic meters, which are capable of moving an average of 235,000 metric tons of material per day.

Chino's production totaled 314 million pounds of copper in 2015 , 250 million pounds of copper and less than 1 million pounds of molybdenum in 2014 , and 171 million pounds of copper and 2 million pounds of molybdenum in 2013 .

Chino is located in a desert environment with rainfall averaging 16 inches per year. The highest bench elevation is 2,250 meters above sea level, and the ultimate pit bottom is expected to be 1,500 meters above sea level. The Chino operation encompasses approximately 118,600 acres, comprising 113,200 acres of patented mining claims and other fee lands and 5,400 acres of unpatented mining claims.

Chino receives power from the Luna Energy facility and from the open market. We believe Chino has sufficient water resources to support current operations.

Tyrone
Our wholly owned Tyrone mine is an open-pit copper mining complex which has been in operation since 1967. It is located in Grant County, New Mexico, approximately 10 miles south of Silver City, New Mexico, along State Highway 90. The site is accessible by paved road and by rail.

The Tyrone mine is a porphyry copper deposit. Mineralization is predominantly secondary sulfide consisting of chalcocite, with leachable oxide mineralization consisting of chrysocolla.

Copper processing facilities consist of a SX/EW operation with a maximum capacity of approximately 100 million pounds of copper cathode per year. The available mining fleet consists of seven 240-metric ton haul trucks loaded by one shovel with a bucket size of 47 cubic meters, which is capable of moving an average of 49,000 metric tons of material per day.

The revised operating plans include a 50 percent reduction in mining rates at the Tyrone mine. Tyrone’s copper production totaled 84 million pounds in 2015 , 94 million pounds in 2014 and 96 million pounds in 2013 .



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Tyrone is located in a desert environment with rainfall averaging 16 inches per year. The highest bench elevation is 2,000 meters above sea level, and the ultimate pit bottom is expected to have an elevation of 1,500 meters above sea level. The Tyrone operation encompasses approximately 35,200 acres, comprising 18,750 acres of patented mining claims and other fee lands and 16,450 acres of unpatented mining claims.

Tyrone receives electrical power from the Luna Energy facility and from the open market. We believe the Tyrone operation has sufficient water resources to support current operations.

Henderson and Climax

Henderson
Our wholly owned Henderson molybdenum mine has been in operation since 1976 and is located approximately 42 miles west of Denver, Colorado, off U.S. Highway 40. Nearby communities include the towns of Empire, Georgetown and Idaho Springs. The Henderson mill site is located approximately 15 miles west of the mine and is accessible from Colorado State Highway 9. The Henderson mine and mill are connected by a 10-mile conveyor tunnel under the Continental Divide and an additional five-mile surface conveyor. The tunnel portal is located five miles east of the mill.

The Henderson mine is a porphyry molybdenum deposit, with molybdenite as the primary sulfide mineral.

The Henderson operation consists of a large block-cave underground mining complex feeding a concentrator with a current capacity of approximately 32,000 metric tons per day. Henderson has the capacity to produce approximately 40 million pounds of molybdenum per year. The majority of the molybdenum concentrate produced is shipped to our Fort Madison, Iowa, processing facility. The available underground mining equipment fleet consists of fifteen 9-metric ton load-haul-dump (LHD) units and seven 73-metric ton haul trucks, which deliver ore to a gyratory crusher feeding a series of three overland conveyors to the mill stockpiles.

The revised operating plans for the Henderson mine incorporate an approximate 65 percent reduction in operating rates. Henderson’s molybdenum production totaled 25 million pounds in 2015 , and 30 million pounds in both 2014 and 2013 .

The Henderson mine is located in a mountainous region with the main access shaft at 3,180 meters above sea level. The main production levels are currently at elevations of 2,200 and 2,350 meters above sea level. This region experiences significant snowfall during the winter months.

The Henderson mine and mill operations encompass approximately 11,900 acres, comprising 11,850 acres of patented mining claims and other fee lands and a 50-acre easement with the U.S. Forest Service for the surface portion of the conveyor corridor.

Henderson operations receive electrical power through long-term contracts with Xcel Energy and natural gas through long-term contracts with BP Energy Company (with Xcel Energy as the transporter). We believe the Henderson operation has sufficient water resources to support current operations.

Climax
Our wholly owned Climax mine is located 13 miles northeast of Leadville, Colorado, off Colorado State Highway 91 at the top of Fremont Pass. The mine is accessible by paved roads .



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The Climax ore body is a porphyry molybdenum deposit, with molybdenite as the primary sulfide mineral.

The Climax open-pit mine includes a 25,000 metric ton-per-day mill facility. Climax has the capacity to produce approximately 30 million pounds of molybdenum per year. The available mining fleet consists of nine 177-metric ton haul trucks loaded by two hydraulic shovels with bucket sizes of 34 cubic meters, which are capable of moving an average of 90,000 metric tons of material per day.

Molybdenum production from Climax totaled 23 million pounds in 2015 , 21 million pounds in 2014 and 19 million pounds in 2013 .

The Climax mine is located in a mountainous region. The highest bench elevation is approximately 4,050 meters above sea level, and the ultimate pit bottom is expected to have an elevation of approximately 3,100 meters above sea level. This region experiences significant snowfall during the winter months.

The operations encompass approximately 14,350 acres, consisting primarily of patented mining claims and other fee lands.

Climax operations receive electrical power through long-term contracts with Xcel Energy and natural gas through long-term contracts with Andarko Energy and BP Energy Company (with Xcel Energy as the transporter). We believe the Climax operation has sufficient water resources to support current operations.

South America
At our operations in South America, mine properties and facilities are controlled through mining claims or concessions under the general mining laws of the relevant country. The claims or concessions are owned or controlled by the operating companies in which we or our subsidiaries have a controlling ownership interest. Roads, power lines and aqueducts are controlled by easements.

Cerro Verde

We have a 53.56 percent ownership interest in Cerro Verde, with the remaining 46.44 percent held by SMM Cerro Verde Netherlands B.V. (21.0 percent), Compañia de Minas Buenaventura S.A.A. (19.58 percent) and other stockholders whose shares are publicly traded on the Lima Stock Exchange (5.86 percent).

Cerro Verde is an open-pit copper and molybdenum mining complex that has been in operation since 1976 and is located 20 miles southwest of Arequipa, Peru. The site is accessible by paved highway. A majority of Cerro Verde’s copper cathode production is sold locally, and the remaining copper cathode and concentrate production are transported approximately 70 miles by truck and by rail to the Port of Matarani for shipment to international markets.

The Cerro Verde mine is a porphyry copper deposit that has oxide, secondary sulfide and primary sulfide mineralization. The predominant oxide copper minerals are brochantite, chrysocolla, malachite and copper “pitch.” Chalcocite and covellite are the most important secondary copper sulfide minerals. Chalcopyrite and molybdenite are the dominant primary sulfides.

Cerro Verde’s operation consists of an open-pit copper mine, a 360,000 metric ton-per-day concentrator and SX/EW leaching facilities. Leach copper production is derived from a 39,000 metric ton-per-day crushed leach facility


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and a ROM leach system. This SX/EW leaching operation has a capacity of approximately 200 million pounds of copper per year.

The Cerro Verde expansion project commenced operations in September 2015 and is currently operating at full rates. Cerro Verde's expanded operations will benefit from its large-scale, long-lived reserves and cost efficiencies. The project expanded the concentrator facilities from 120,000 metric tons of ore per day to 360,000 metric tons of ore per day and is expected to provide incremental annual production of approximately 600 million pounds of copper and 15 million pounds of molybdenum.

The available fleet consists of six 290-metric ton haul trucks and eighty-two 230-metric ton haul trucks loaded by nine electric shovels with bucket sizes ranging in size from 33 to 57 cubic meters and two hydraulic shovels with a bucket size of 21 cubic meters. This fleet is capable of moving an average of approximately 725,000 metric tons of material per day.

Cerro Verde’s production totaled 545 million pounds of copper and 7 million pounds of molybdenum in 2015 , 500 million pounds of copper and 11 million pounds of molybdenum in 2014 , and 558 million pounds of copper and 13 million pounds of molybdenum in 2013 .

Cerro Verde is located in a desert environment with rainfall averaging 1.5 inches per year and is in an active seismic zone. The highest bench elevation is 2,750 meters above sea level, and the ultimate pit bottom is expected to be 1,570 meters above sea level. The Peruvian general mining law and Cerro Verde's mining stability agreement grants the surface rights of mining concessions located on government land. Additional government land if obtained prior to 1997, must be leased or purchased. Cerro Verde has a mining concession covering approximately 157,000 acres, including 14,500 acres rented from the Regional Government of Arequipa, plus 71 acres of owned property, and 80 acres of rights-of-way outside the mining concession area.

Cerro Verde receives electrical power under long-term contracts with Kallpa Generación SA and ElectroPeru to supply energy to the expanded facilities.

Water for our Cerro Verde processing operations comes from renewable sources through a series of storage reservoirs on the Rio Chili watershed that collect water primarily from seasonal precipitation. In 2015, Cerro Verde completed the construction of a wastewater treatment plant that intercepts raw sewage that would otherwise be discharged into the Rio Chile and processes it for both use at the Cerro Verde mine and for recharge of treated water into the Rio Chile. Prior to construction of the wastewater treatment plant, Cerro Verde reached agreement with the Regional Government of Arequipa, the National Government, the local water utility company, Servicio de Agua Potable y Alcantarillado de Arequipa S.A. (SEDAPAR), and other local institutions to allow it to reuse an annual average of one cubic meter per second of the treated water to support the recently completed concentrator expansion. For further discussion of risks associated with the availability of water, see Item 1A. “Risk Factors.”



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El Abra

We own a 51 percent interest in El Abra, and the remaining 49 percent interest is held by the state-owned copper enterprise Corporación Nacional del Cobre de Chile (CODELCO).

El Abra is an open-pit copper mining complex that has been in operation since 1996 and is located 47 miles north of Calama in Chile’s El Loa province, Region II. The site is accessible by paved highway and by rail.

The El Abra mine is a porphyry copper deposit that has sulfide and oxide mineralization. The predominant primary sulfide copper minerals are bornite and chalcopyrite. There is a minor amount of secondary sulfide mineralization
as chalcocite. The oxide copper minerals are chrysocolla and pseudomalachite. There are lesser amounts of copper-bearing clays and tenorite.

The El Abra operation consists of an open-pit copper mine and a SX/EW facility with a capacity of 500 million pounds of copper cathode per year from a 125,000 metric ton-per-day crushed leach circuit and a similar-sized ROM leaching operation. The available fleet consists of forty-one 220-metric ton haul trucks loaded by four shovels with buckets ranging in size from 34 to 63 cubic meters, which are capable of moving an average of 214,000 metric tons of material per day.

The revised operating plans for El Abra reduce mining and stacking rates by approximately 50 percent to achieve lower operating and labor costs, defer capital expenditures and extend the life of the existing operations. El Abra’s copper production totaled 324 million pounds in 2015 , 367 million pounds in 2014 and 343 million pounds in 2013 .

Exploration results in recent years at El Abra indicate a significant sulfide resource, which could potentially support a major mill project. Future investments will be dependent on technical studies, economic factors and global copper market conditions.

El Abra is located in a desert environment with rainfall averaging less than one inch per year and is in an active seismic zone. The highest bench elevation is 4,180 meters above sea level, and the ultimate pit bottom is expected to be 3,430 meters above sea level. El Abra controls a total of approximately 151,300 acres of mining claims covering the ore deposit, stockpiles, process plant, and water wellfield and pipeline. In addition, El Abra has land surface rights for the road between the processing plant and the mine, the water wellfield, power transmission lines and for the water pipeline from the Salar de Ascotán aquifer.

El Abra currently receives electrical power under a long-term contract with E-Cl. Water for our El Abra processing operations comes from the continued pumping of groundwater from the Salar de Ascotán aquifer pursuant to regulatory approval. We believe El Abra has sufficient water rights and regulatory approvals to support current operations. El Abra is conducting studies to assess the feasibility of constructing a desalination plant near the Pacific Ocean to treat seawater for possible increased sulfide ore production through ore mill processing. For a discussion of risks associated with the availability of water, refer to Item 1A. “Risk Factors.”



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Indonesia

Ownership . PT-FI is a limited liability company organized under the laws of the Republic of Indonesia. We directly own 81.28 percent of the outstanding common stock of PT-FI and indirectly own 9.36 percent through our wholly owned subsidiary, PT Indocopper Investama; the Indonesian government owns the remaining 9.36 percent.

PT-FI has established an unincorporated joint venture with Rio Tinto, under which Rio Tinto has a 40 percent interest in certain assets and future production exceeding specified annual amounts of copper, gold and silver through 2021 in Block A of PT-FI's Contract of Work (COW), and after 2021, a 40 percent interest in all production from Block A. Refer to Note 3 for further discussion of the joint venture agreement.

Contract of Work . PT-FI conducts its current exploration and mining operations in Indonesia through a COW with the Indonesian government. The COW governs our rights and obligations relating to taxes, exchange controls, royalties, repatriation and other matters, and was concluded pursuant to the 1967 Foreign Capital Investment Law, which expresses Indonesia’s foreign investment policy and provides basic guarantees of remittance rights and protection against nationalization, a framework for economic incentives and basic rules regarding other rights and obligations of foreign investors. Specifically, the COW provides that the Indonesian government will not nationalize or expropriate PT-FI’s mining operations. Any disputes regarding the provisions of the COW are subject to international arbitration; however, we have not had an arbitration during the more than 40 years we have operated in Indonesia.

PT-FI’s original COW was entered into in 1967 and was replaced by the current COW in 1991. The initial term of the current COW expires in 2021, but the COW explicitly provides that it can be extended for two 10-year periods subject to Indonesian government approval, which pursuant to the COW cannot be withheld or delayed unreasonably. The COW allows us to conduct exploration, mining and production activities in the 24,700-acre Block A area, which is where all of PT-FI’s proven and probable mineral reserves and all its current mining operations are located. Under the COW, PT-FI also conducts exploration activities in the Block B area currently covering 502,000 acres. Ongoing negotiations for an amended COW, discussed below and in Note 13 , may result in relinquishments of the Block B acreage.

Under the COW, PT-FI pays royalties on copper, gold and silver in the concentrate it sells (refer to Note 13 for further discussion of the royalty rates and the "Regulatory Matters" discussion below regarding the modifications resulting from the July 2014 Memorandum of Understanding (MOU) entered into with Indonesian government). A large part of the mineral royalties under Indonesian government regulations is designated to the provinces from which the minerals are extracted. In connection with its fourth concentrator mill expansion completed in 1998, PT-FI agreed to pay the Indonesian government additional royalties, which were not required by the COW, to provide further support to the local governments and to the people of the Indonesian province of Papua. PT-FI’s royalties totaled $114 million in 2015 , $115 million in 2014 and $109 million in 2013 .


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Regulatory Matters . In January 2014, the Indonesian government published regulations that among other things imposed a progressive export duty on copper concentrate and restricts concentrate exports after January 12, 2017. Despite PT-FI’s rights under its COW to export concentrate without the payment of duties, PT-FI was unable to obtain administrative approval for exports and operated at approximately half of its capacity from mid-January 2014 through July 2014.

In July 2014, PT-FI entered into a MOU with the Indonesian government. Under the MOU, PT-FI provided a $115 million assurance bond to support its commitment for smelter development, agreed to increase royalty rates and agreed to pay export duties (which were set at 7.5 percent, declining to 5.0 percent when smelter development progress exceeds 7.5 percent and are eliminated when development progress exceeds 30 percent). The MOU also anticipated an amendment of the COW within six months to address other matters; however, no terms of the COW other than those relating to the smelter bond, increased royalties and export duties were changed. In January 2015, the MOU was extended to July 25, 2015, and it expired on that date. The increased royalty rates, export duties and smelter assurance bond remain in effect. PT-FI paid export duties totaling $109 million in 2015 and $77 million in 2014 .

PT-FI is required to apply for renewal of export permits at six-month intervals. On July 29, 2015, PT-FI's export permit was renewed through January 28, 2016. In connection with the renewal, export duties were reduced to 5.0 percent as a result of smelter development progress. On February 9, 2016, PT-FI's export permit was renewed through August 8, 2016. PT-FI will continue to pay a 5.0 percent export duty on concentrate while it reviews its smelter progress with the Indonesian government.

PT-FI continues to engage in discussions with the Indonesian government regarding its COW and long-term operating rights. In October 2015, the Indonesian government provided a letter of assurance to PT-FI indicating that it will approve the extension of PT-FI's operations beyond 2021, and provide the same rights and the same level of legal and fiscal certainty provided under its current COW.

In connection with its COW negotiations and subject to concluding the agreement to extend PT-FI's operations beyond 2021 on acceptable terms, PT-FI has agreed to construct new smelter capacity in Indonesia and to divest an additional 20.64 percent in PT-FI at fair market value. PT-FI continues to advance plans for the smelter in parallel with completing its COW negotiations.

We cannot predict whether PT-FI will be successful in reaching a satisfactory agreement on the terms of its long-term mining rights. If PT-FI is unable to reach agreement with the Indonesian government on its long-term rights, we may be required to reduce or defer investments in underground development projects, which could have a material adverse effect on PT-FI’s future production and reserves. In addition, PT-FI would intend to pursue any and all claims against the Indonesian government for breach of contract through international arbitration. Refer to Item 1A. "Risk Factors" for further discussion of risks associated with operations in Indonesia.

Grasberg Minerals District .  PT-FI operates in the remote highlands of the Sudirman Mountain Range in the province of Papua, Indonesia, which is on the western half of the island of New Guinea. We and our predecessors have been the only operator of exploration and mining activities in Block A since 1967.

The Grasberg minerals district has three operating mines: the Grasberg open pit, the Deep Ore Zone (DOZ) underground mine and the Deep Mill Level Zone (DMLZ) underground mine. The Grasberg minerals district also includes the developed Big Gossan underground mine where operations are currently suspended and are expected to restart in the first half of 2017. PT-FI also has several projects in progress in the Grasberg minerals district related to the development of the large-scale, long-lived, high-grade underground ore bodies located beneath and nearby the Grasberg open pit. In aggregate, these underground ore bodies are expected to produce large-scale quantities of copper and gold following the transition from the Grasberg open pit, currently anticipated to occur in late 2017. Refer to MD&A for further discussion of these projects.

PT-FI’s production, including our joint venture partner’s share, totaled 752 million pounds of copper and 1.23 million ounces of gold in 2015 , 651 million pounds of copper and 1.13 million ounces of gold in 2014 and 928 million pounds of copper and 1.14 million ounces of gold in 2013 .

Our principal source of power for all our Indonesian operations is a coal-fired power plant that we built in 1998. Diesel generators supply peaking and backup electrical power generating capacity. A combination of naturally occurring mountain streams and water derived from our underground operations provides water for our operations.


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Although we typically have sufficient water for our Indonesian operations, lower rainfall resulting from El Niño weather conditions in the second half of 2015 has impacted operations, and may continue to impact operations in 2016. Our Indonesian operations are in an active seismic zone and experience average annual rainfall of approximately 200 inches.

Grasberg Open Pit  
PT-FI began open-pit mining of the Grasberg ore body in 1990. Mining operations are expected to continue through the end of 2017, and production from the ore stockpiles, which are located outside of the pit limits, are expected to continue until early 2019. Production in the open pit is currently at the 3,160- to 3,715-meter elevation level and totaled 42 million metric tons of ore in 2015 , which provided 70 percent of PT-FI's 2015 mill feed.

The current open-pit equipment fleet consists of over 500 units. The larger mining equipment directly associated with production includes an available fleet of 141 haul trucks with payloads ranging from 218 to 276 metric tons and 16 shovels with bucket sizes ranging from 17 to 42 cubic meters, which mined an average of 250,400 metric tons of material per day in 2015 , 298,400 metric tons per day in 2014 and 381,000 metric tons per day in 2013 .

Crushing and conveying systems are integral to the Grasberg mine and provide the capacity to transport more than 250,000 metric tons of ore per day. For the year 2015, Grasberg's crushing and conveying systems delivered an average of 116,000 metric tons of ore per day to the mill. Grasberg's overburden handling system is capable of delivering 175,000 metric tons per day. For the year 2015, the Grasberg overburden handling system delivered an average of 43,000 metric tons per day of overburden to the overburden stockpiles. The remaining overburden moved by haul trucks averaged 72,000 metric tons per day in 2015. Ore milled from the Grasberg open pit averaged 115,900 metric tons of ore per day in 2015 , 69,100 metric tons of ore per day in 2014 and 127,700 metric tons of ore per day in 2013.

DOZ Underground Mine
The DOZ ore body lies vertically below the now depleted Intermediate Ore Zone. PT-FI began production from the DOZ ore body in 1989 using open-stope mining methods, but suspended production in 1991 in favor of production from the Grasberg open pit. Production resumed in September 2000 using the block-cave method and is at the 3,110-meter elevation level.

The DOZ is a mature block-cave mine that previously operated at 80,000 metric tons of ore per day. Current operating rates from the DOZ underground mine, which range from 35,000 to 65,000 metric tons of ore per day, are driven by the value of the incremental DOZ ore grade compared to the ore from the Grasberg open pit and ore grade material from the development of the DMLZ and Grasberg Block Cave underground mines. During 2015, ore milled from the DOZ underground mine averaged 43,700 metric tons of ore per day. Production at the DOZ underground mine is expected to continue through 2021.

The DOZ mine fleet consists of over 250 pieces of mobile equipment. The primary mining equipment directly associated with production and development includes an available fleet of 52 LHD units and 21 haul trucks. Each production LHD unit typically carries approximately 11 metric tons of ore. Using ore passes and chutes, the LHD units transfer ore into 55-metric ton capacity haul trucks. The trucks dump into two gyratory crushers, and the ore is then conveyed to the surface stockpiles for processing.

The success of the development of the DOZ mine, one of the world’s largest underground mines, provides confidence in the future development of PT-FI’s large-scale, underground ore bodies.

DMLZ Underground Mine
The DMLZ ore body lies below the DOZ underground mine at the 2,590-meter elevation and represents the downward continuation of mineralization in the Ertsberg East Skarn system and neighboring Ertsberg porphyry. PT-FI began production from the DMLZ ore body in September 2015 using the block-cave method. Ore milled from the DMLZ underground mine averaged 2,900 metric tons of ore per day for the year 2015 ( 3,500 metric tons per day in fourth-quarter 2015). Targeted production rates once the DMLZ underground mine reaches full capacity are expected to approximate 80,000 metric tons of ore per day in 2021. Production at the DMLZ underground mine is expected to continue through 2040.

The DMLZ mine fleet consists of over 277 pieces of mobile equipment, which includes 33 LHD units and 19 haul trucks used in production and development activities.



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Big Gossan Underground Mine
Production from the Big Gossan ore body, which is currently suspended, is expected to restart in the first half of 2017 and ramp up to 7,000 metric tons of ore per day in 2019. The Big Gossan mine lies underground and adjacent to the current mill site. It is a tabular, near vertical ore body with approximate dimensions of 1,200 meters along strike and 800 meters down dip with varying thicknesses from 20 meters to 120 meters. The mine utilizes a blasthole stoping method with delayed paste backfill. Stopes of varying sizes are mined and the ore dropped down passes to a truck haulage level. Trucks are chute loaded and transport the ore to a jaw crusher. The crushed ore is then hoisted vertically via a two-skip production shaft to a level where it is loaded onto a conveyor belt. The belt carries the ore to one of the main underground conveyors where the ore is transferred and conveyed to the surface stockpiles for processing.

The Big Gossan mine fleet consists of over 135 pieces of mobile equipment, which includes five LHD units and three haul trucks used in development and production activities.

Description of Ore Bodies . Our Indonesia ore bodies are located within and around two main igneous intrusions, the Grasberg monzodiorite and the Ertsberg diorite. The host rocks of these ore bodies include both carbonate and clastic rocks that form the ridge crests and upper flanks of the Sudirman Range, and the igneous rocks of monzonitic to dioritic composition that intrude them. The igneous-hosted ore bodies (the Grasberg open pit and block cave, and portions of the DOZ block cave) occur as vein stockworks and disseminations of copper sulfides, dominated by chalcopyrite and, to a lesser extent, bornite. The sedimentary-rock hosted ore bodies (portions of the DOZ and all of the Big Gossan) occur as “magnetite-rich, calcium/magnesian skarn” replacements, whose location and orientation are strongly influenced by major faults and by the chemistry of the carbonate rocks along the margins of the intrusions.

The copper mineralization in these skarn deposits is dominated by chalcopyrite, but higher bornite concentrations are common. Moreover, gold occurs in significant concentrations in all of the district’s ore bodies, though rarely visible to the naked eye. These gold concentrations usually occur as inclusions within the copper sulfide minerals, though, in some deposits, these concentrations can also be strongly associated with pyrite.

The following diagram indicates the relative elevations (in meters) of our reported Indonesia ore bodies.


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The following map, which encompasses an area of approximately 42 square kilometers (approximately 16 square miles), indicates the relative positions and sizes of our reported Indonesia ore bodies and their locations.


Africa

TFM is organized under the laws of the DRC. We own an effective 56 percent interest in TFM, with the remaining ownership interests held by Lundin Mining Corporation (Lundin) (an effective 24 percent interest) and La Générale des Carrières et des Mines (Gécamines), which is wholly owned by the DRC government (a 20 percent non-dilutable interest).

TFM is entitled to mine in the DRC under an Amended and Restated Mining Convention (ARMC) with the DRC government. The original Mining Convention entered into in 1996 was replaced with the ARMC in 2005 and was further amended in 2010 (approved in 2011). The current ARMC will remain in effect for as long as the Tenke concessions are exploitable.

TFM pays a royalty of two percent of net revenues under the ARMC, which totaled $25 million in 2015 and $29 million in both 2014 and 2013 .

The Tenke minerals district is located in the Southeast region of the DRC approximately 110 miles northwest of Lubumbashi and is accessible by paved roads and by rail. The deposits are sediment-hosted copper and cobalt


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deposits with oxide, mixed oxide-sulfide and sulfide mineralization. The dominant oxide minerals are malachite, pseudomalachite and heterogenite. Important sulfide minerals consist of bornite, carrollite, chalcocite and chalcopyrite.

The Tenke minerals district contains an open-pit copper and cobalt mining complex, which commenced initial copper production in March 2009. TFM completed its second phase expansion project in early 2013, which included increasing mine, mill and processing capacity. Construction of a second sulphuric acid plant is under way, with completion expected in the first half of 2016. We continue to engage in exploration activities and metallurgical testing to evaluate the potential of the highly prospective minerals district at Tenke. Future development and expansion opportunities are being deferred pending improved market conditions.
The current equipment fleet includes three 17-cubic meter mass excavators, five 12-cubic meter front-end loaders, thirteen 7-cubic meter front-end loaders, thirty-six 91-metric ton haul trucks and six 80-metric ton haul trucks.

Copper and cobalt are recovered through an agitation-leach plant. Production from the Tenke minerals district totaled 449 million pounds of copper and 35 million pounds of cobalt in 2015 , 447 million pounds of copper and 29 million pounds of cobalt in 2014 , and 462 million pounds of copper and 28 million pounds of cobalt in 2013 .

The Tenke minerals district is located in a tropical region; however, temperatures are moderated by its higher altitudes. Weather in this region is characterized by a dry season and a wet season, each lasting about six months with average rainfall of 47 inches per year. The highest bench elevation is expected to be 1,520 meters above sea level, and the ultimate pit bottom is expected to be 1,110 meters above sea level. The Tenke deposits are covered by six exploitation permits totaling approximately 394,450 acres.

TFM has long-term power supply and infrastructure funding agreements with La Société Nationale d’Electricité, the state-owned electric utility company serving the region. The results of a recent water exploration program, as well as the regional geological and hydro-geological conditions, indicate that adequate water is available during the expected life of the operation.

Smelting Facilities and Other Mining Properties
Atlantic Copper . Our wholly owned Atlantic Copper smelter and refinery is located on land concessions from the Huelva, Spain, port authorities, which are scheduled to expire in 2027.

The design capacity of the smelter is approximately 300,000 metric tons of copper per year, and the refinery has a capacity of 285,000 metric tons of copper per year. During 2015 , Atlantic Copper treated 1.05 million metric tons of concentrate and scrap, and produced 293,100 metric tons of copper anode from its smelter and 284,800 metric tons of copper cathode from its refinery.

Following is a summary of Atlantic Copper's concentrate purchases from our copper mining operations and third parties for the years ended December 31:
 
2015
 
2014
 
2013
North America copper mines
23
%
 
21
%
 
13
%
South America mining
3

a  
21

 
32

Indonesia mining
3

 
8

 
16

Third parties
71

 
50

 
39

 
100
%
 
100
%
 
100
%
a.
The decrease in purchases from the South America mines, compared to the years 2014 and 2013, primarily reflects the impact of the November 2014 sale of the Candelaria and Ojos del Salado mines.

Atlantic Copper's major maintenance turnarounds typically occur approximately every eight years, with shorter-term maintenance turnarounds in the interim. Atlantic Copper completed a 68-day major maintenance turnaround in 2013 and the next short-term maintenance turnaround is scheduled for 2017.

PT Smelting . PT-FI’s COW required us to construct, or cause to be constructed, a smelter in Indonesia if we and the Indonesian government determined that such a project would be economically viable. In 1995, following the completion of a feasibility study, we entered into agreements relating to the formation of PT Smelting, an Indonesian company, and the construction of the copper smelter and refinery in Gresik, Indonesia. PT Smelting owns and operates the smelter and refinery. PT-FI owns 25 percent of PT Smelting, with the remainder owned by Mitsubishi


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Materials Corporation (60.5 percent), Mitsubishi Corporation Unimetals Ltd. (9.5 percent) and JX Nippon Mining & Metals Corporation (5 percent).

PT-FI’s contract with PT Smelting requires PT-FI to supply 100 percent of the copper concentrate requirements (at market rates subject to a minimum or maximum rate) necessary for PT Smelting to produce 205,000 metric tons of copper annually on a priority basis. PT-FI may also sell copper concentrate to PT Smelting at market rates for quantities in excess of 205,000 metric tons of copper annually. 

During 2015 , PT Smelting treated 744,800 metric tons of concentrate and produced 199,700 metric tons of copper anode from its smelter and 198,400 metric tons of copper cathode from its refinery. PT Smelting resumed operations in September 2015, following a temporary suspension in July 2015, and operated at approximately 80 percent capacity until November 2015 when required repairs of an acid plant cooling tower that was damaged during the suspension were completed.

PT Smelting's maintenance turnarounds (which range from two weeks to a month to complete) typically are expected to occur approximately every two years, with short-term maintenance turnarounds in the interim. PT Smelting completed a 23-day maintenance turnaround during 2014, and the next major maintenance turnaround is scheduled for third-quarter 2016.

Miami Smelter . We own and operate a smelter at our Miami mining operation in Arizona. The smelter has been operating for approximately 100 years and has been upgraded numerous times during that period to implement new technologies, to improve production and to comply with air quality requirements. The Miami smelter is installing emission control equipment that will allow it to operate in compliance with recently adopted enhanced air quality standards (refer to Item 1A. "Risk Factors" for further discussion).

The Miami smelter processes copper concentrate primarily from our North America copper mines. Concentrate processed through the smelter totaled 686,700 metric tons in 2015 . In addition, because sulphuric acid is a by-product of smelting concentrate, the Miami smelter is also the most significant source of sulphuric acid for our North America leaching operations (refer to Item 1A. "Risk Factors" for further discussion).

Major maintenance turnarounds (which take approximately three weeks to complete) typically occur approximately every 14 months for the Miami smelter, with short-term maintenance turnarounds in the interim. The Miami Smelter completed a major maintenance turnaround in third-quarter 2015, and the next major maintenance turnaround is scheduled for fourth-quarter 2016.

Rod & Refining Operations . Our Rod & Refining operations consist of conversion facilities located in North America, including a refinery in El Paso, Texas; rod mills in El Paso, Texas, Norwich, Connecticut, and Miami, Arizona; and a specialty copper products facility in Bayway, New Jersey. We refine our copper anode production from our Miami smelter at our El Paso refinery. The El Paso refinery has the potential to operate at an annual production capacity of about 900 million pounds of copper cathode, which is sufficient to refine all of the copper anode we produce at our Miami smelter. Our El Paso refinery also produces nickel carbonate, copper telluride and autoclaved slimes material containing gold, silver, platinum and palladium.

Molybdenum Conversion Facilities . We process molybdenum concentrate at our conversion plants in the U.S. and Europe into such products as technical-grade molybdic oxide, ferromolybdenum, pure molybdic oxide, ammonium molybdates and molybdenum disulfide. We operate molybdenum roasters in Sierrita, Arizona; Fort Madison, Iowa; and Rotterdam, the Netherlands, and we operate a molybdenum pressure-leach plant in Bagdad, Arizona. We also produce ferromolybdenum for customers worldwide at our conversion plant located in Stowmarket, United Kingdom.

Freeport Cobalt . In March 2013, we acquired a cobalt chemical refinery in Kokkola, Finland, and the related sales and marketing business. The acquisition provided direct end-market access for the cobalt hydroxide production at the Tenke minerals district. The joint venture operates under the name Freeport Cobalt, and we are the operator with an effective 56 percent ownership interest. The remaining effective ownership interest is held by our partners in TFM, including 24 percent by Lundin and 20 percent by Gécamines. The Kokkola refinery has an annual refining capacity of approximately 15,000 metric tons of cobalt, sufficient to refine the majority of the cobalt we produce in the Tenke minerals district.

Other North America Copper Mines . We also have five non-operating copper mines in North America – Ajo, Bisbee, Twin Buttes and Tohono in Arizona, and Cobre in New Mexico – that have been on care-and-maintenance status for


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several years and would require new or updated environmental studies, new permits, and additional capital investment, which could be significant, to return them to operating status.

Mining Development Projects and Exploration
We have several projects and potential opportunities to expand production volumes, extend mine lives and develop large-scale underground ore bodies. Our near-term major development projects include the underground development activities in Grasberg (refer to MD&A for further discussion). Considering the long-term nature and large size of our development projects, actual costs and timing could vary from estimates. We continue to review our mine development and processing plans to maximize the value of our mineral reserves.

Capital expenditures for mining operations totaled $3.3 billion (including $2.4 billion for major projects) in 2015 , $4.0 billion (including $2.9 billion for major projects) in 2014 and $3.8 billion (including $2.3 billion for major projects) in 2013 . Capital expenditures for major projects during the three years ended December 31, 2015, were primarily associated with the expansion projects at Morenci and Cerro Verde, and underground development activities at Grasberg. Capital expenditures for major projects at mining operations in the year 2016 are expected to approximate $1.4 billion and are primarily associated with underground development activities at Grasberg and remaining costs for the Cerro Verde expansion.

PT-FI is advancing plans for the construction of new smelter capacity in Indonesia in parallel with completing negotiations on its COW and long-term operating rights. PT-FI has identified sites, and project definition studies and early engineering are being advanced. We are also engaged in discussions with potential partners for the project. The preliminary scope of the facilities involves smelting and refining capacity of one to two million metric tons per year of copper concentrate from the Grasberg mine.

We also have an additional long-term underground mine development project in the Grasberg minerals district for the Kucing Liar ore body, which lies on the southern flank of and underneath the southern portion of the Grasberg open pit at the 2,605-meter elevation level. We expect to mine the Kucing Liar ore body using the block-cave method; aggregate capital cost estimates for development of the Kucing Liar ore body are projected to approximate $2.4 billion (which are expected to be made between 2019 and 2031). Additionally, our current mine development plans include approximately $5 billion of capital expenditures at our processing facilities to optimize the handling of underground ore types once the Grasberg open-pit operations cease. We expect substantially all of these expenditures to be m ade between 2018 and 2035.

Our mining exploration activities are generally near our existing mines, with a focus on opportunities to expand reserves and resources to support development of additional future production capacity in the large minerals districts where we currently operate. Exploration results continue to indicate opportunities for what we believe could be significant future potential reserve additions in North and South America, and in the Tenke minerals district. The drilling data in North America also indicates the potential for significantly expanded sulfide production. Drilling results and exploration modeling provide a long-term pipeline for future growth in reserves and production capacity in established minerals districts. Exploration spending associated with mining operations totaled $102 million in 2015, $96 million in 2014 and $182 million in 2013. Exploration spending continues to be reduced from historical levels as a result of market conditions and is expected to approximate $52 million for the year 2016.

Sources and Availability of Energy, Natural Resources and Raw Materials
Our copper mining operations require significant energy, principally diesel, electricity, coal and natural gas, most of which is obtained from third parties under long-term contracts. Energy represented 17 percent of our 2015 consolidated copper production costs and included purchases of approximately 250 million gallons of diesel fuel; 7,600 gigawatt hours of electricity at our North America, South America and Africa copper mining operations (we generate all of our power at our Indonesia mining operation); 800 thousand metric tons of coal for our coal power plant in Indonesia; and 1 million British thermal units (MMBtu) of natural gas at certain of our North America mines. Based on current cost estimates, we estimate energy will approximate 20 percent of our consolidated copper production costs for 2016.

Our mining operations also require significant quantities of water for mining, ore processing and related support facilities. The loss of water rights for any of our mines, in whole or in part, or shortages of water to which we have rights, could require us to curtail or shut down mining operations. For a further discussion of risks and legal proceedings associated with the availability of water, refer to Item 1A. “Risk Factors” and Item 3. “Legal Proceedings.”



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Sulphuric acid is used in the SX/EW process and is produced as a by-product of the smelting process at our smelters and from our sulfur burners at the Safford and Tenke mines. Sulphuric acid needs in excess of the sulphuric acid produced by our operations are purchased from third parties. As further discussed in Item 1A. "Risk Factors," if production were to be curtailed at the Miami Smelter, we would be required to export concentrate rather than process it ourselves and to purchase sulphuric acid from third parties, thereby increasing our operating costs.

Community and Human Rights
We have adopted policies that govern our working relationships with the communities where we operate and are designed to guide our practices and programs in a manner that respects human rights and the culture of the local people impacted by our operations. We continue to make significant expenditures on community development, education, training and cultural programs, which include:

comprehensive job training programs
basic education programs
public health programs, including malaria control and HIV                                                                                           
agricultural assistance programs
small and medium enterprise development programs
cultural promotion and preservation programs
clean water and sanitation projects
community infrastructure development
charitable donations

In December 2000, we endorsed the joint U.S. State Department-British Foreign Office Voluntary Principles on Human Rights and Security (Voluntary Principles). We participated in developing these Voluntary Principles with other major natural resource companies and international human rights organizations and they are incorporated into our human rights policy.

We completed a corporate level human rights impact assessment in 2014, the results of which were used to evaluate our human rights program, including a review of our human rights policy. In February 2015, we updated our human rights policy to, among other things, reflect our commitment to integrating the United Nations Guiding Principles on Business and Human Rights into our human rights program. We also participate in a multi-industry human rights working group to gain insight from peer companies and are integrating human rights due diligence into our business practices.

We believe that our social and economic development programs are responsive to the issues raised by the local communities near our areas of operation and should help us maintain good relations with the surrounding communities and avoid disruptions of mining operations. As part of our ongoing, annual commitment to sustainable community development, we have made significant investments in social programs, including in-kind support and administration, across our global operations. Over the last five years, these investments have averaged $180 million per year. Nevertheless, social and political instability in the areas of our operations may adversely impact our mining operations. Refer to Item 1A. “Risk Factors” for further discussion.

South America . Cerro Verde has provided a variety of community support projects over the years. Following engagements with regional and local governments, civic leaders and development agencies, in 2006, Cerro Verde committed to support the costs for a new potable water treatment plant to serve Arequipa. In addition, an agreement was reached with the Peruvian government for development of a water storage and distribution network, which was financed by the Cerro Verde Civil Association (the Association). The Association manages contributions made by Cerro Verde for projects that focus on education, training, health, cultural preservation and basic infrastructure.

Cerro Verde reached an agreement with the Regional Government of Arequipa, the National Government, SEDAPAR and other local institutions to allow it to finance, engineer and construct a wastewater treatment plant for the city of Arequipa, which is being used to supplement existing water supplies to support Cerro Verde's concentrator expansion. Treating this water will also improve the regional water quality, enhance agriculture products grown in the area and reduce waterborne illnesses. In addition to these projects, Cerro Verde annually makes significant community development investments in the Arequipa region.

Indonesia . In 1996, PT-FI established the Freeport Partnership Fund for Community Development (the Partnership Fund) through which PT-FI has made available funding and technical assistance to support community development initiatives in the areas of health, education and economic development of the area. PT-FI has


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committed through 2016 to provide one percent of its annual revenue for the development of the local people in its area of operations through the Partnership Fund. PT-FI recognized $27 million in 2015 , $31 million in 2014 and $41 million in 2013 for this commitment.

The Amungme and Kamoro Community Development Organization ( Lembaga Pengembangan Masyarakat Amungme dan Kamoro or LPMAK) oversees disbursement of the program funds we contribute to the Partnership Fund. LPMAK is governed by a board of commissioners and a board of directors, which are comprised of representatives from the local Amungme and Kamoro tribal communities, government leaders, church leaders, and one representative of PT-FI on each board. The Amungme and Kamoro people are original inhabitants of the land in our area of operations. In addition to the Partnership Fund, PT-FI annually makes significant investments in public health, education, community infrastructure and economic development.

Security Matters .   Consistent with our COW in Indonesia and our commitment to protect our employees and property, we have taken steps to provide a safe and secure working environment. As part of its security program, PT-FI maintains its own internal security department. Both employees and contractors are unarmed and perform functions such as protecting company facilities, monitoring shipments of supplies and products, assisting in traffic control and aiding in emergency response operations. The security department receives human rights training annually.

PT-FI’s share of costs for its internal civilian security department totaled $58 million for 2015 , $57 million for 2014 and $51 million for 2013 .

PT-FI, and all businesses and residents of Indonesia, rely on the Indonesian government for the maintenance of public order, upholding the rule of law and the protection of personnel and property. The Grasberg minerals district has been designated by the Indonesian government as one of Indonesia’s vital national assets. This designation results in the police, and to a lesser extent, the military, playing a significant role in protecting the area of our operations. The Indonesian government is responsible for employing police and military personnel and directing their operations.

From the outset of PT-FI’s operations, the Indonesian government has looked to PT-FI to provide logistical and infrastructure support and assistance for these necessary services because of the limited resources of the Indonesian government and the remote location of and lack of development in Papua. PT-FI’s financial support for the Indonesian government security institutions assigned to the operations area represents a prudent response to its requirements to protect its workforce and property, better ensuring that personnel are properly fed and lodged, and have the logistical resources to patrol PT-FI’s roads and secure its operating area. In addition, the provision of such support is consistent with PT-FI’s obligations under the COW, reflects our philosophy of responsible corporate citizenship, and is in keeping with our commitment to pursue practices that will promote human rights.

PT-FI’s share of support costs for the government-provided security was $21 million in 2015 , $27 million in 2014 and $25 million in 2013 . This supplemental support consists of various infrastructure and other costs, such as food, housing, fuel, travel, vehicle repairs, allowances to cover incidental and administrative costs, and community assistance programs conducted by the military and police.

Refer to Item 1A. "Risk Factors" for further discussion of security risks in Indonesia.

Africa . TFM has committed to assist the communities living within its concession area in the Southeast region of the DRC. Initiatives include an integrated malaria control program; construction, renovation and building of local health facilities; construction and renovation of local schools; installation of over 115 clean water wells in rural villages as well as construction of urban water distribution systems; and economic development programs supporting development and training of local entrepreneurs, contractors and farmers. We have also made significant investments in infrastructure in the region that will have lasting benefits to the country, including upgrading a portion of a national road and the regional power generation and transmission systems.

Through the ARMC, TFM also contributes 0.3 percent of its net sales revenue to a community development fund to assist the local communities with development of local infrastructure and related services including health, education and agriculture. The TFM Social Community Fund is managed by a board of directors comprised of two local community representatives, one representative nominated by the provincial governor, four TFM representatives and an observer representative from Gecamines. A stakeholder forum comprised of 40 community leaders provides for increased community participation and input regarding project priorities, community needs, and


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transparency of fund management. The TFM Social Community Fund contributions totaled $4 million in each of the years in 2015 , 2014 and 2013 .

Security Matters . TFM maintains an unarmed internal security department composed of both employees and contractors. The national government also has assigned Mines Police to the TFM concession areas. The Mines Police are a division of the Congolese National Police and are responsible for maintaining security in mining concessions throughout the DRC. TFM provides food, housing, medical services, supervised transportation, non-lethal equipment and monetary allowances as well as direct payments to the government for the provision of the security assigned to the concession areas. The total cost to TFM for this support, including in-kind support, approximated $1 million in 2015 , $2 million in 2014 and $1 million in 2013 .

TFM also participates in monthly security coordination meetings with host country security personnel, other mining companies, non-governmental organizations and representatives from the United Nations to discuss security issues and concerns. As an outcome of the coordination meetings, TFM has partnered with MONUSCO (United Nations Stabilization Mission in the DRC) to conduct human rights training in the TFM concessions for host government security personnel, local representatives and TFM security employees.



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Mining Production Data
 
Years Ended December 31,
 
(FCX’s net interest in %)
2015
 
2014
 
2013
 
2012
 
2011
 
COPPER  (millions of recoverable pounds)
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
 
 
 
 
 
 
 
Morenci (85%) a
902

 
691

 
564

 
537

 
522

 
Bagdad (100%)
210

 
237

 
216

 
197

 
194

 
Safford (100%)
202

 
139

 
146

 
175

 
151

 
Sierrita (100%)
189

 
195

 
171

 
157

 
177

 
Miami (100%)
43

 
57

 
61

 
66

 
66

 
Chino (100%)
314

 
250

 
171

 
144

 
69

 
Tyrone (100%)
84

 
94

 
96

 
83

 
76

 
Other (100%)
3

 
7

 
6

 
4

 
3

 
Total North America
1,947

 
1,670

 
1,431

 
1,363

 
1,258

 
South America
 
 
 
 
 
 
 
 
 
 
Cerro Verde (53.56%)
545

 
500

 
558

 
595

 
647

 
El Abra (51%)
324

 
367

 
343

 
338

 
274

 
Candelaria/Ojos del Salado (80%) b

 
284

 
422

 
324

 
385

 
Total South America
869

 
1,151

 
1,323

 
1,257

 
1,306

 
Indonesia
 
 
 
 
 
 
 
 
 
 
Grasberg (90.64%) c
752

 
636

 
915

 
695

 
846

 
Africa
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume (56%) d
449

 
447

 
462

 
348

 
281

 
Consolidated
4,017

 
3,904

 
4,131

 
3,663

 
3,691

 
Less noncontrolling interests
680

 
725

 
801

 
723

 
710

 
Net
3,337

 
3,179

 
3,330

 
2,940

 
2,981

 
 
 
 
 
 
 
 
 
 
 
 
GOLD  (thousands of recoverable ounces)
 
 
 
 
 
 
 
 
 
 
North America (100%) a
25

 
12

 
7

 
13

 
10

 
South America (80%) b

 
72

 
101

 
83

 
101

 
Indonesia (90.64%) c
1,232

 
1,130

 
1,142

 
862

 
1,272

 
Consolidated
1,257

 
1,214

 
1,250

 
958

 
1,383

 
Less noncontrolling interests
115

 
120

 
127

 
98

 
139

 
Net
1,142

 
1,094

 
1,123

 
860

 
1,244

 
 
 
 
 
 
 
 
 
 
 
 
MOLYBDENUM   (millions of recoverable pounds)
 
 
 
 
 
 
 
 
 
 
Henderson (100%)
25

 
30

 
30

 
34

 
38

 
Climax (100%) e
23

 
21

 
19

 
7

 

 
North America copper mines (100%) a
37

 
33

 
32

 
36

 
35

 
Cerro Verde (53.56%)
7

 
11

 
13

 
8

 
10

 
Consolidated
92

 
95

 
94

 
85

 
83

 
Less noncontrolling interest
3

 
5

 
6

 
4

 
5

 
Net
89

 
90

 
88

 
81

 
78

 
 
 
 
 
 
 
 
 
 
 
 
COBALT  (millions of contained pounds)
 
 
 
 
 
 
 
 
 
 
Consolidated - Tenke Fungurume (56%) d
35

 
29

 
28

 
26

 
25

 
Less noncontrolling interests
15

 
13

 
12

 
11

 
11

 
Net
20

 
16

 
16

 
15

 
14

 
 
 
 
 
 
 
 
 
 
 
 
a.
Amounts are net of Morenci’s 15 percent joint venture partner interest. As further discussed in Note 18 , we have entered into a definitive agreement to sell a 13 percent undivided interest in Morenci; the transaction is expected to close in mid-2016.
b.
On November 3, 2014, we completed the sale of our 80 percent interests in the Candelaria and Ojos del Salado mines.
c.
Amounts are net of Grasberg's joint venture partner interest, which varies in accordance with terms of the joint venture agreement (refer to Note 3). Under the joint venture agreement, PT-FI's share of copper production was 100 percent in 2015 , 98 percent in 2014 , 99 percent in 2013 , 100 percent in 2012 and 95 percent in 2011; PT-FI's share of gold production was 100 percent in 2015, 2014, 2013 and 2012, and 88 percent in 2011.
d.
Effective March 26, 2012, FCX's effective ownership interest in TFM was prospectively reduced from 57.75 percent to 56 percent.
e.
The Climax molybdenum mine began commercial operations in May 2012.


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Mining Sales Data
 
Years Ended December 31,
 
(FCX’s net interest in %)
2015
 
2014
 
2013
 
2012
 
2011
 
COPPER  (millions of recoverable pounds)
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
 
 
 
 
 
 
 
Morenci (85%) a
915

 
680

 
561

 
532

 
521

 
Bagdad (100%)
222

 
240

 
212

 
196

 
201

 
Safford (100%)
198

 
142

 
151

 
175

 
147

 
Sierrita (100%)
196

 
196

 
170

 
162

 
175

 
Miami (100%)
46

 
60

 
60

 
68

 
59

 
Chino (100%)
319

 
243

 
168

 
132

 
62

 
Tyrone (100%)
89

 
96

 
94

 
82

 
79

 
Other (100%)
3

 
7

 
6

 
4

 
3

 
Total North America
1,988

 
1,664

 
1,422

 
1,351

 
1,247

 
South America
 
 
 
 
 
 
 
 
 
 
Cerro Verde (53.56%)
544

 
501

 
560

 
589

 
657

 
El Abra (51%)
327

 
366

 
341

 
338

 
276

 
Candelaria/Ojos del Salado (80%) b

 
268

 
424

 
318

 
389

 
Total South America
871

 
1,135

 
1,325

 
1,245

 
1,322

 
Indonesia
 
 
 
 
 
 
 
 
 
 
Grasberg (90.64%) c
744

 
664

 
885

 
716

 
846

 
     Africa
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume (56%) d
467

 
425

 
454

 
336

 
283

 
Consolidated sales from mines
4,070

 
3,888

 
4,086

 
3,648

 
3,698

 
Less noncontrolling interests
688

 
715

 
795

 
717

 
717

 
Net
3,382

 
3,173

 
3,291

 
2,931

 
2,981

 
Consolidated sales from mines
4,070

 
3,888

 
4,086

 
3,648

 
3,698

 
Purchased copper
121

 
125

 
223

 
125

 
223

 
Total copper sales, including purchases
4,191

 
4,013

 
4,309

 
3,773

 
3,921

 
Average realized price per pound
$
2.42

 
$
3.09

 
$
3.30

 
$
3.60

 
$
3.86

 
 
 
 
 
 
 
 
 
 
 
 
GOLD   (thousands of recoverable ounces)
 
 
 
 
 
 
 
 
 
 
North America (100%) a
23

 
13

 
6

 
13

 
7

 
South America (80%) b

 
67

 
102

 
82

 
101

 
Indonesia (90.64%) c
1,224

 
1,168

 
1,096

 
915

 
1,270

 
Consolidated sales from mines
1,247

 
1,248

 
1,204

 
1,010

 
1,378

 
Less noncontrolling interests
115

 
123

 
123

 
102

 
139

 
Net
1,132

 
1,125

 
1,081

 
908

 
1,239

 
Average realized price per ounce
$
1,129

 
$
1,231

 
$
1,315

 
$
1,665

 
$
1,583

 
 
 
 
 
 
 
 
 
 
 
 
MOLYBDENUM   (millions of recoverable pounds)
 
 
 
 
 
 
 
 
 
 
Consolidated sales from mines
89

 
95

 
93

 
83

 
79

 
Less noncontrolling interests
4

 
5

 
5

 
4

 
4

 
Net
85

 
90

 
88

 
79

 
75

 
Average realized price per pound
$
8.70

 
$
12.74

 
$
11.85

 
$
14.26

 
$
16.98

 
 
 
 
 
 
 
 
 
 
 
 
COBALT  (millions of contained pounds)
 
 
 
 
 
 
 
 
 
 
Consolidated  -  Tenke Fungurume (56%) d
35

 
30

 
25

 
25

 
25

 
Less noncontrolling interests
15

 
13

 
11

 
11

 
10

 
Net
20

 
17

 
14

 
14

 
15

 
Average realized price per pound
$
8.21

 
$
9.66

 
$
8.02

 
$
7.83

 
$
9.99

 
 
 
 
 
 
 
 
 
 
 
 
a.
Amounts are net of Morenci’s 15 percent joint venture partner interest. As further discussed in Note 18 , we have entered into a definitive agreement to sell a 13 percent undivided interest in Morenci; the transaction is expected to close in mid-2016.
b.
On November 3, 2014, we completed the sale of our 80 percent interests in the Candelaria and Ojos del Salado mines.
c.
Amounts are net of Grasberg's joint venture partner interest, which varies in accordance with terms of the joint venture agreement (refer to Note 3). Under the joint venture agreement, PT-FI's share of copper sales was 100 percent in 2015 , 98 percent in 2014 , 99 percent in 2013 , 100 percent in 2012 and 96 percent in 2011; PT-FI's share of gold sales was 100 percent in 2015, 2014, 2013 and 2012, and 88 percent in 2011.
d.
Effective March 26, 2012, FCX's effective ownership interest in TFM was prospectively reduced from 57.75 percent to 56 percent.



31

Table of Contents


Mineral Reserves
Recoverable proven and probable reserves have been calculated in accordance with Industry Guide 7 as required by the Securities Exchange Act of 1934. Proven and probable reserves may not be comparable to similar information regarding mineral reserves disclosed in accordance with the guidance in other countries. Proven and probable reserves were determined by the use of mapping, drilling, sampling, assaying and evaluation methods generally applied in the mining industry, as more fully discussed below. The term “reserve,” as used in the reserve data presented here, means that part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve determination. The term “proven reserves” means reserves for which (i) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (ii) grade and/or quality are computed from the results of detailed sampling; and (iii) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “probable reserves” means reserves for which quantity and grade are computed from information similar to that used for proven reserves but the sites for sampling are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

Our mineral reserve estimates are based on the latest available geological and geotechnical studies. We conduct ongoing studies of our ore bodies to optimize economic values and to manage risk. We revise our mine plans and estimates of recoverable proven and probable mineral reserves as required in accordance with the latest available studies.

Estimated recoverable proven and probable reserves at December 31, 2015 , were determined using long-term average prices of $2.00 per pound for copper, $1,000 per ounce for gold and $10 per pound for molybdenum. For the three-year period ended December 31, 2015 , LME spot copper prices averaged $2.97 per pound, London PM gold prices averaged $1,276 per ounce and the weekly average price for molybdenum quoted by Metals Week averaged $9.45 per pound.

The recoverable proven and probable reserves presented in the table below represent the estimated metal quantities from which we expect to be paid after application of estimated metallurgical recovery rates and smelter recovery rates, where applicable. Recoverable reserves are that part of a mineral deposit that we estimate can be economically and legally extracted or produced at the time of the reserve determination.
 
Recoverable Proven and Probable Mineral Reserves
Estimated at December 31, 2015
 
Copper a
(billion pounds)
 
Gold
(million ounces)
 
Molybdenum
(billion pounds)
 
Silver b
(million ounces)
 
Cobalt b
(billion pounds)
North America
33.5

 
0.3

 
2.38

 
79.3

 

South America
30.8

 

 
0.67

 
85.2

 

Indonesia c
28.0

 
26.8

 

 
106.7

 

Africa
7.2

 

 

 

 
0.87

Consolidated basis d
99.5

 
27.1

 
3.05

 
271.2

 
0.87

Net equity interest e
79.3

 
24.6

 
2.73

 
221.6

 
0.49

a.
Consolidated recoverable copper reserves include 3.8 billion pounds in leach stockpiles and 1.0 billion pounds in mill stockpiles (refer to “Mill and Leach Stockpiles” for further discussion).
b.
Determined using long-term average prices of $15 per ounce for silver and $10 per pound for cobalt.
c.
Recoverable proven and probable reserves from Indonesia reflect estimates of minerals that can be recovered through the end of 2041 (refer to Note 13 for discussion of PT-FI's COW).
d.
Consolidated reserves represent estimated metal quantities after reduction for joint venture partner interests at the Morenci mine in North America and the Grasberg minerals district in Indonesia. Refer to Notes 3 and 18 for further discussion of our joint ventures.
e.
Net equity interest reserves represent estimated consolidated metal quantities further reduced for noncontrolling interest ownership. Refer to Note 3 for further discussion of our ownership in subsidiaries.


32

Table of Contents


 
 
 
Recoverable Proven and Probable Mineral Reserves
 
 
 
Estimated at December 31, 2015
 
 
 
Proven Reserves
 
Probable Reserves
 
 
 
 
 
 
Average Ore Grade
 
 
 
Average Ore Grade
 
 
Processing
 
Million
 
Copper
 
Gold
 
Moly
 
Silver
 
Cobalt
 
Million
 
Copper
 
Gold
 
Moly
 
Silver
 
Cobalt
 
 
Method
 
metric tons
 
%
 
g/t
 
%
 
g/t
 
%
 
metric tons
 
%
 
g/t
 
%
 
g/t
 
%
 
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morenci
Mill
 
636

 
0.43

 

 
0.02

 

 

 
116

 
0.40

 

 
0.02

 

 

 
 
Crushed leach
 
313

 
0.56

 

 

 

 

 
72

 
0.46

 

 

 

 

 
 
ROM leach
 
1,862

 
0.18

 

 

 

 

 
575

 
0.16

 

 

 

 

 
Bagdad
Mill
 
997

 
0.34

 

a  
0.02

 
1.45

 

 
152

 
0.32

 

a  
0.02

 
1.36

 

 
 
ROM leach
 
78

 
0.22

 

 

 

 

 
26

 
0.20

 

 

 

 

 
Safford
Crushed leach
 
57

 
0.44

 

 

 

 

 
27

 
0.42

 

 

 

 

 
Sierrita
Mill
 
2,135

 
0.24

 

a  
0.03

 
1.42

 

 
184

 
0.19

 

a  
0.02

 
1.14

 

 
Chino
Mill
 
93

 
0.56

 
0.04

 
0.01

 
0.51

 

 
56

 
0.52

 
0.04

 

a  
0.47

 

 
 
ROM leach
 
73

 
0.30

 

 

 

 

 
15

 
0.26

 

 

 

 

 
Tyrone
ROM leach
 
13

 
0.42

 

 

 

 

 

a  
0.40

 

 

 

 

 
Henderson
Mill
 
65

 

 

 
0.18

 

 

 
16

 

 

 
0.14

 

 

 
Climax
Mill
 
155

 

 

 
0.16

 

 

 
23

 

 

 
0.08

 

 

 
Cobre b
Mill
 
16

 
0.53

 

 

 

 

 

a  
0.53

 

 

 

 

 
 
ROM leach
 
62

 
0.31

 

 

 

 

 
1

 
0.40

 

   

 

 

 
 
 
 
6,555

 
 
 
 
 
 
 
 
 
 
 
1,263

 
 
 
 
 
 
 
 
 
 
 
South America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cerro Verde
Mill
 
925

 
0.39

 

 
0.02

 
1.61

 

 
2,778

 
0.37

 

 
0.01

 
1.53

 

 
 
Crushed leach
 
34

 
0.51

 

 

 

 

 
51

 
0.41

 

 

 

 

 
 
ROM leach
 
14

 
0.23

 

 

 

 

 
54

 
0.22

 

 

 

 

 
El Abra
Crushed leach
 
268

 
0.49

 

 

 

 

 
68

 
0.44

 

 

 

 

 
 
ROM leach
 
47

 
0.19

 

 

 

 

 
16

 
0.21

 

 

 

 

 
 
 
 
1,288

 
 
 
 
 
 
 
 
 
 
 
2,967

 
 
 
 
 
 
 
 
 
 
 
Indonesia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DMLZ
Mill
 
68

 
0.94

 
0.77

 

 
4.60

 

 
392

 
0.89

 
0.73

 

 
4.36

 

 
Grasberg open pit
Mill
 
50

 
1.52

 
2.02

 

 
3.93

 

 
79

 
0.80

 
0.82

 

 
2.20

 

 
DOZ
Mill
 
39

 
0.57

 
0.68

 

 
2.42

 

 
77

 
0.55

 
0.70

 

 
2.30

 

 
Big Gossan
Mill
 
17

 
2.39

 
1.02

 

 
15.15

 

 
37

 
2.20

 
0.98

 

 
13.22

 

 
Grasberg Block Cave b
Mill
 
444

 
1.20

 
0.96

 

 
3.73

 

 
518

 
0.88

 
0.62

 

 
3.29

 

 
Kucing Liar b
Mill
 
144

 
1.36

 
1.15

 

 
7.59

 

 
251

 
1.21

 
1.05

 

 
6.56

 

 
 
 
 
762

 
 
 
 
 
 
 
 
 
 
 
1,354

 
 
 
 
 
 
 
 
 
 
 
Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume
Agitation leach
 
57

 
3.45

 

 

 

 
0.39

 
42

 
2.85

 

 

 

 
0.35

 
Total FCX - 100% Basis
 
 
8,662

 
 
 
 
 
 
 
 
 
 
 
5,626

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a.
Grade not shown because of rounding.
b.
Undeveloped reserves that would require additional capital investment, which could be significant, to bring into production.

The reserve table above and the tables on the following pages utilize the abbreviations described below:
 
g/t – grams per metric ton
Moly – Molybdenum
ROM – Run of Mine


33

Table of Contents


 
 
 
Recoverable Proven and Probable Mineral Reserves
 
 
 
Estimated at December 31, 2015
 
 
 
(continued)
 
 
 
Proven and
 
 
 
 
 
 
 
Probable
 
Average Ore Grade
 
Recoveries a
 
Processing
 
Million
 
Copper
 
Gold
 
Moly
 
Silver
 
Cobalt
 
Copper
 
Gold
 
Moly
 
Silver
 
Cobalt
 
Method
 
metric tons
 
%
 
g/t
 
%
 
g/t
 
%
 
%
 
%
 
%
 
%
 
%
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morenci
Mill
 
752

 
0.42

 

 
0.02

 

 

 
81.2

 

 
50.4

 

 

 
Crushed leach
 
385

 
0.54

 

 

 

 

 
78.5

 

 

 

 

 
ROM leach
 
2,437

 
0.18

 

 

 

 

 
43.3

 

 

 

 

Bagdad
Mill
 
1,149

 
0.34

 

b  
0.02

 
1.43

 

 
86.2

 
59.1

 
70.8

 
49.3

 

 
ROM leach
 
104

 
0.21

 

 

 

 

 
24.6

 

 

 

 

Safford
Crushed leach
 
84

 
0.43

 

 

 

 

 
63.9

 

 

 

 

Sierrita
Mill
 
2,319

 
0.23

 

b  
0.03

 
1.40

 

 
83.2

 
59.9

 
79.9

 
49.3

 

Chino
Mill
 
149

 
0.55

 
0.04

 
0.01

 
0.50

 

 
79.4

 
77.9

 
33.7

 
78.5

 

 
ROM leach
 
88

 
0.29

 

 

 

 

 
39.4

 

 

 

 

Tyrone
ROM leach
 
13

 
0.42

 

 

 

 

 
68.4

 

 

 

 

Henderson
Mill
 
81

 

 

 
0.17

 

 

 

 

 
84.3

 

 

Climax
Mill
 
178

 

 

 
0.15

 

 

 

 

 
89.7

 

 

Cobre c
Mill
 
16

 
0.53

 

 

 

 

 
80.2

 

 

 

 

 
ROM leach
 
63

 
0.31

 

 

 

 

 
49.5

 

 

 

 

 
 
 
7,818

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
South America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cerro Verde
Mill
 
3,703

 
0.37

 

 
0.01

 
1.55

 

 
86.3

 

 
54.3

 
44.7

 

 
Crushed leach
 
85

 
0.45

 

 

 

 

 
79.9

 

 

 

 

 
ROM leach
 
68

 
0.22

 

 

 

 

 
53.5

 

 

 

 

El Abra
Crushed leach
 
336

 
0.48

 

 

 

 

 
58.2

 

 

 

 

 
ROM leach
 
63

 
0.20

 

 

 

 

 
39.6

 

 

 

 

 
 
 
4,255

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Indonesia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DMLZ
Mill
 
460

 
0.89

 
0.74

 

 
4.39

 

 
87.1

 
79.4

 

 
64.9

 

Grasberg open pit
Mill
 
129

 
1.08

 
1.29

 

 
2.87

 

 
85.2

 
82.0

 

 
44.2

 

DOZ
Mill
 
116

 
0.56

 
0.69

 

 
2.34

 

 
86.2

 
78.0

 

 
64.9

 

Big Gossan
Mill
 
54

 
2.26

 
0.99

 

 
13.82

 

 
91.6

 
65.8

 

 
63.8

 

Grasberg Block Cave c
Mill
 
962

 
1.03

 
0.78

 

 
3.50

 

 
84.4

 
64.7

 

 
57.2

 

Kucing Liar c
Mill
 
395

 
1.27

 
1.09

 

 
6.93

 

 
85.2

 
46.3

 

 
39.6

 

 
 
 
2,116

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume
Agitation leach
 
99

 
3.19

 

 

 

 
0.37

 
86.6

 

 

 

 
75.7

Total FCX - 100% Basis
 
 
14,288

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a.
Recoveries are net of estimated mill and smelter losses.
b.
Grade not shown because of rounding.
c.
Undeveloped reserves that would require additional capital investment, which could be significant, to bring into production.


34

Table of Contents


Recoverable Proven and Probable Mineral Reserves
Estimated at December 31, 2015
(continued)
 
 
 
 
 
Recoverable Reserves
 
 
 
 
 
Copper
 
Gold
 
Moly
 
Silver
 
Cobalt
 
FCX’s
 
Processing
 
billion
 
million
 
billion
 
million
 
billion
 
Interest
 
Method
 
lbs.
 
ozs.
 
lbs.
 
ozs.
 
lbs.
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
Morenci
85%
 
Mill
 
5.7

 

 
0.17

 

 

 
 
 
Crushed leach
 
3.6

 

 

 

 

 
 
 
ROM leach
 
4.1

 

 

 

 

Bagdad
100%
 
Mill
 
7.5

 
0.1

 
0.38

 
26.1

 

 
 
 
ROM leach
 
0.1

 

 

 

 

Safford
100%
 
Crushed leach
 
0.5

 

 

 

 

Sierrita
100%
 
Mill
 
9.9

 
0.1

 
1.04

 
51.3

 

Chino
100%
 
Mill
 
1.5

 
0.1

 
0.01

 
1.9

 

 
 
 
ROM leach
 
0.2

 

 

 

 

Tyrone
100%
 
ROM leach
 
0.1

 

 

 

 

Henderson
100%
 
Mill
 

 

 
0.25

 

 

Climax
100%
 
Mill
 

 

 
0.53

 

 

Cobre
100%
 
Mill
 
0.1

 

 

 

 

 
 
 
ROM leach
 
0.2

 

 

 

 

 
 
 
 
 
33.5

 
0.3

 
2.38

 
79.3

 

Recoverable metal in stockpiles a
 
 
 
2.1

 

 
0.02

 

 

100% operations
 
 
 
35.6

 
0.3

 
2.40

 
79.3

 

Consolidated b
 
 
 
33.5

 
0.3

 
2.38

 
79.3

 

Net equity interest c
 
 
 
33.5

 
0.3

 
2.38

 
79.3

 

South America
 
 
 
 
 
 
 
 
 
 
 
 
 
Cerro Verde
53.56%
 
Mill
 
26.2

 

 
0.65

 
82.3

 

 
 
 
Crushed leach
 
0.7

 

 

 

 

 
 
 
ROM leach
 
0.2

 

 

 

 

El Abra
51%
 
Crushed leach
 
2.1

 

 

 

 

 
 
 
ROM leach
 
0.1

 

 

 

 

 
 
 
 
 
29.3

 

 
0.65

 
82.3

 

Recoverable metal in stockpiles a
 
 
 
1.5

 

 
0.02

 
2.9

 

100% operations
 
 
 
30.8

 

 
0.67

 
85.2

 

Consolidated b
 
 
 
30.8

 

 
0.67

 
85.2

 

Net equity interest c
 
 
 
16.4

 

 
0.35

 
45.6

 

Indonesia
 
 
 
 
 
 
 
 
 
 
 
 
 
DMLZ
d
 
Mill
 
7.9

 
8.7

 

 
42.2

 

Grasberg open pit
d
 
Mill
 
2.6

 
4.4

 

 
5.3

 

DOZ
d
 
Mill
 
1.2

 
2.0

 

 
5.6

 

Big Gossan
d
 
Mill
 
2.5

 
1.1

 

 
15.3

 

Grasberg Block Cave
d
 
Mill
 
18.4

 
15.6

 

 
61.9

 

Kucing Liar
d
 
Mill
 
9.4

 
6.4

 

 
34.9

 

 
 
 
 
 
42.0

 
38.2

 

 
165.2

 

Recoverable metal in stockpiles a
 
 
 
0.1

 
0.1

 

 
0.2

 

100% operations
 
 
 
42.1

 
38.3

 

 
165.4

 

Consolidated b
 
 
 
28.0

 
26.8

 

 
106.7

 

Net equity interest c
 
 
 
25.3

 
24.3

 

 
96.7

 

Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume
56%
 
Agitation leach
 
6.0

 

 

 

 
0.61

Recoverable metal in stockpiles a
 
 
 
1.2

 

 

 

 
0.26

100% operations
 
 
 
7.2

 

 

 

 
0.87

Consolidated b
 
 
 
7.2

 

 

 

 
0.87

Net equity interest c
 
 
 
4.1

 

 

 

 
0.49

 
 
 
 
 
 
 
 
 
 
 
 
 
Total FCX –  100% basis
 
 
 
115.7

 
38.6

 
3.07

 
329.9

 
0.87

Total FCX –  Consolidated basis b
 
 
 
99.5

 
27.1

 
3.05

 
271.2

 
0.87

Total FCX –  Net equity interest c
 
 
 
79.3

 
24.6

 
2.73

 
221.6

 
0.49

a.
Refer to "Mill and Leach Stockpiles" for additional information.
b.
Consolidated reserves represent estimated metal quantities after reduction for joint venture partner interests at the Morenci mine in North America and the Grasberg minerals district in Indonesia. Refer to Notes 3 and 18 for further discussion of our joint ventures.
c.
Net equity interest represents estimated consolidated metal quantities further reduced for noncontrolling interest ownership. Refer to Note 3 for further discussion of our ownership in subsidiaries.
d.
Our joint venture agreement with Rio Tinto provides that PT-FI will receive cash flow from specified annual amounts of copper, gold and silver through 2021, calculated by reference to its proven and probable reserves as of December 31,1994, and 60 percent of all remaining cash flow.


35

Table of Contents


In defining our open-pit reserves, we apply a “variable cutoff grade” strategy. The objective of this strategy is to maximize the net present value of our operations. We use a "break-even cutoff grade" to define the in-situ reserves for our underground ore bodies. The break-even cutoff grade is defined for a metric ton of ore as that equivalent copper grade, once produced and sold, that generates sufficient revenue to cover all operating and administrative costs associated with our production.

Our copper mines may contain other commercially recoverable metals, such as gold, molybdenum, silver and cobalt. We value all commercially recoverable metals in terms of a copper equivalent percentage to determine a single cutoff grade. Copper equivalent percentage is used to express the relative value of multi-metal ores in terms of one metal. The calculation expresses the relative value of the ore using estimates of contained metal quantities, metals prices as used for reserve determination, recovery rates, treatment charges and royalties. Our molybdenum properties use a molybdenum cutoff grade.

The table below shows the minimum cutoff grade by process for each of our existing ore bodies as of December 31, 2015 :                
 
Copper Equivalent Cutoff Grade (Percent)
 
Molybdenum
Cutoff Grade
(Percent)
 
Mill
 
Crushed or
Agitation Leach
 
ROM
Leach
 
Mill
North America
 
 
 
 
 
 
 
Morenci
0.26
 
0.18
 
0.03
 
Bagdad
0.20
 
 
0.06
 
Safford
 
0.12
 
 
Sierrita
0.18
 
 
 
Chino
0.24
 
 
0.08
 
Tyrone
 
 
0.10
 
Henderson
 
 
 
0.12
Climax
 
 
 
0.05
Cobre
0.26
 
 
0.06
 
South America
 
 
 
 
 
 
 
Cerro Verde
0.17
 
0.19
 
0.14
 
El Abra
 
0.10
 
0.06
 
Indonesia
 
 
 
 
 
 
 
DMLZ
0.81
 
 
 
Grasberg open pit
0.25
 
 
 
DOZ
0.88
 
 
 
Big Gossan
1.88
 
 
 
Grasberg Block Cave
0.78
 
 
 
Kucing Liar
0.94
 
 
 
Africa
 
 
 
 
 
 
 
Tenke Fungurume
 
1.37
 
 


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Drill hole spacing data is used by mining professionals, such as geologists and geological engineers, in determining the suitability of data coverage (on a relative basis) in a given deposit type and mining method scenario so as to achieve a given level of confidence in the resource estimate. Drill hole spacing is only one of several criteria necessary to establish resource classification. Drilling programs are typically designed to achieve an optimum sample spacing to support the level of confidence in results that apply to a particular stage of development of a mineral deposit.

The following table sets forth the average drill hole spacing based on average sample distance or drill pattern spacing for proven and probable ore reserves by process type:
 
 
Average Drill Hole Spacing (in Meters)
 
 
 
Proven
 
Probable
 
Mining Unit
 
Mill
 
Leach
 
Mill
 
Leach
North America
 
 
 
 
 
 
 
 
 
Morenci
Open Pit
 
86
 
86
 
122
 
122
Bagdad
Open Pit
 
86
 
86
 
122
 
122
Safford
Open Pit
 
 
86
 
 
122
Sierrita
Open Pit
 
73
 
 
104
 
Miami
Open Pit
 
 
61
 
 
91
Chino
Open Pit
 
43
 
86
 
86
 
122
Tyrone
Open Pit
 
 
86
 
 
86
Henderson
Block Cave
 
47
 
 
96
 
Climax
Open Pit
 
61
 
 
91
 
Cobre
Open Pit
 
61
 
61
 
91
 
91
South America
 
 
 
 
 
 
 
 
 
Cerro Verde
Open Pit
 
50
 
50
 
100
 
100
El Abra
Open Pit
 
 
75
 
 
120
Indonesia
 
 
 
 
 
 
 
 
 
DMLZ
Block Cave
 
16
 
 
58
 
Grasberg open pit
Open Pit
 
35
 
 
75
 
DOZ
Block Cave
 
23
 
 
57
 
Big Gossan
Open Stope
 
12
 
 
36
 
Grasberg Block Cave
Block Cave
 
34
 
 
81
 
Kucing Liar
Block Cave
 
39
 
 
98
 
Africa
 
 
 
 
 
 
 
 
 
Tenke Fungurume
Open Pit
 
 
50
 
 
100



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Production Sequencing
The following chart illustrates our current plans for sequencing and producing our proven and probable reserves at each of our ore bodies and the years in which we currently expect production from each ore body and from related stockpiles. The chart also shows the term of PT-FI's COW. Production volumes are typically lower in the first few years for each ore body as development activities are ongoing and as the mine ramps up to full production and production volumes may also be lower as the mine reaches the end of its life. The sequencing dates shown in the chart below include development activity that results in metal production. The ultimate timing of the start of production from our undeveloped mines is dependent upon a number of factors, including the results of our exploration and development efforts, and may vary from the dates shown below. In addition, we develop our mine plans based on maximizing the net present value from the ore bodies. Significant additional capital expenditures will be required at many of these mines in order to achieve the life-of-mine plans reflected below.
Mill and Leach Stockpiles
Mill and leach stockpiles generally contain lower grade ores that have been extracted from an ore body and are available for copper recovery. Mill stockpiles contain sulfide ores and recovery of metal is through milling, concentrating, smelting and refining or, alternatively, by concentrate leaching. Leach stockpiles contain oxide ores and certain secondary sulfide ores and recovery of metal is through exposure to acidic solutions that dissolve contained copper and deliver it in solution to extraction processing facilities.

Because it is generally impracticable to determine copper contained in mill and leach stockpiles by physical count, reasonable estimation methods are employed. The quantity of material delivered to mill and leach stockpiles is based on surveyed volumes of mined material and daily production records. Sampling and assaying of blasthole cuttings determine the estimated copper grades of material delivered to mill and leach stockpiles.



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Expected copper recovery rates for mill stockpiles are determined by metallurgical testing. The recoverable copper in mill stockpiles, once entered into the production process, can be produced into copper concentrate almost immediately.

Expected copper recovery rates for leach stockpiles are determined using small-scale laboratory tests, small- to large-scale column testing (which simulates the production process), historical trends and other factors, including mineralogy of the ore and rock type. Total copper recovery in leach stockpiles can vary significantly from a low percentage to more than 90 percent depending on several variables, including processing methodology, processing variables, mineralogy and particle size of the rock. For newly placed material on active stockpiles, as much as 80 percent of total copper recovery may be extracted during the first year, and the remaining copper may be recovered over many years.

Processes and recovery rates are monitored regularly, and recovery rate estimates are adjusted periodically as additional information becomes available and as related technology changes.

Following are our stockpiles and the estimated recoverable copper contained within those stockpiles as of December 31, 2015 :
 
 
 
 
 
 
 
Recoverable
 
Million
 
Average
 
Recovery
 
Copper
 
Metric Tons
 
Ore Grade (%)
 
Rate (%)
 
(billion pounds)
Mill stockpiles
 
 
 
 
 
 
 
 
Cerro Verde
159

 
0.32

 
81.8

 
0.9

 
Grasberg minerals district
14

 
0.44

 
74.9

 
0.1

 
 
173

 
 
 
 
 
1.0

 
 
 
 
 
 
 
 
 
 
Leach stockpiles
 
 
 
 
 
 
 
 
Morenci
5,982

 
0.24

 
2.2

 
0.7

 
Bagdad
499

 
0.24

 
1.5

 

a  
Safford
213

 
0.44

 
14.3

 
0.3

 
Sierrita
650

 
0.15

 
11.0

 
0.3

 
Miami
498

 
0.39

 
2.9

 
0.1

 
Chino
1,695

 
0.26

 
5.3

 
0.5

 
Tyrone
1,121

 
0.28

 
2.3

 
0.2

 
Cerro Verde
388

 
0.52

 
5.0

 
0.2

 
El Abra
644

 
0.43

 
5.9

 
0.4

 
Tenke Fungurume
45

 
1.31

 
90.9

 
1.2

 
 
11,735

 
 
 
 
 
3.9

 
 
 
 
 
 
 
 
 
 
Total FCX - 100% basis
 
 
 
 
 
 
4.9

 
Total FCX - Consolidated basis b
 
 
 
 
 
 
4.8

 
Total FCX - Net equity interest c
 
 
 
 
 
 
3.5

 
 
 
 
 
 
 
 
 
 
a.
Amounts not shown because of rounding.
b.
Consolidated stockpiles represent estimated metal quantities after reduction for joint venture partner interests at the Morenci mine in North America and the Grasberg minerals district in Indonesia. Refer to Notes 3 and 18 for further discussion of our joint ventures.
c.
Net equity interest represents estimated consolidated metal quantities further reduced for noncontrolling interest ownership. Refer to Note 3 for further discussion of our ownership in subsidiaries.

Mineralized Material
We hold various properties containing mineralized material that we believe could be brought into production should market conditions warrant. However, permitting and significant capital expenditures would be required before operations could commence at these properties. Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support the reported tonnage and average metal grades. Such a deposit cannot qualify as recoverable proven and probable reserves until legal and economic feasibility are confirmed based upon a comprehensive evaluation of development costs, unit costs, grades, recoveries and other material factors. Estimated mineralized materials as presented on the following page were assessed using prices of $2.20 per pound for copper, $1,000 per ounce for gold, $12 per pound for molybdenum and $20 per ounce for silver.


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Mineralized Material
Estimated at December 31, 2015
 
 
 
 
Milling Material
 
Leaching Material
 
Total Mineralized Material
 
 
 
 
 
Million
 
 
 
 
 
 
 
 
 
Million
 
 
 
Million
 
 
 
FCX’s
 
metric
 
Copper
 
Gold
 
Moly
 
SIlver
 
metric
 
Copper
 
metric
 
 
 
Interest
 
tons
 
%
 
g/t
 
%
 
g/t
 
tons
 
%
 
tons
 
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Morenci
 
85%
 
598

 
0.28

 

 
0.02

 

 
921

 
0.21

 
1,519

 
Bagdad
 
100%
 
746

 
0.27

 

a  
0.02

 
1.2

 
3

 
0.22

 
749

 
Safford
 
100%
 
188

 
0.65

 
0.12

 

 
2.4

 
60

 
0.31

 
248

 
Sierrita
 
100%
 
1,370

 
0.19

 

a  
0.02

 
1.1

 

 

 
1,370

 
Chino
 
100%
 
180

 
0.47

 
0.03

 
0.01

 
0.4

 
37

 
0.26

 
217

 
Tyrone
 
100%
 

 

 

 

 

 
11

 
0.43

 
11

 
Henderson
 
100%
 
78

 

 

 
0.14

 

 

 

 
78

 
Climax
 
100%
 
337

 

 

 
0.13

 

 

 

 
337

 
Cobre
 
100%
 
34

 
0.50

 
0.09

 

 
1.3

 

 

 
34

 
Ajo
 
100%
 
437

 
0.40

 
0.06

 
0.01

 
0.8

 

 

 
437

 
Cochise/Bisbee
 
100%
 

 

 

 

 

 
250

 
0.46

 
250

 
Lone Star
 
100%
 

 

 

 

 

 
679

 
0.47

 
679

 
Sanchez
 
100%
 

 

 

 

 

 
148

 
0.29

 
148

 
Tohono
 
100%
 
220

 
0.72

 

 

 

 
270

 
0.67

 
490

 
Twin Buttes
 
100%
 
73

 
0.62

 

 
0.04

 
6.4

 
44

 
0.23

 
117

 
Christmas
 
100%
 
201

 
0.39

 
0.05

 

a  
1.0

 

 

 
201

 
South America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cerro Verde
 
53.56%
 
250

 
0.35

 

 
0.01

 
1.4

 
33

 
0.48

 
283

 
El Abra
 
51%
 
2,024

 
0.45

 
0.02

 
0.01

 
1.4

 
199

 
0.30

 
2,223

 
Indonesia
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grasberg minerals district
 
54.38% b
 
2,207

 
0.72

 
0.63

 

 
3.5

 

 

 
2,207

 
Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume c
 
56%
 
52

 
4.10

 

 

 

 
31

 
2.88

 
83

 
Kisanfu c
 
95%
 
49

 
2.48

 

 

 

 
47

 
3.16

 
96

 
Total FCX - 100% basis
 
 
 
9,044

 
 
 
 
 
 
 
 
 
2,733

 
 
 
11,777

 
Total FCX - Consolidated basis d
 
 
 
8,071

 
 
 
 
 
 
 
 
 
2,595

 
 
 
10,666

 
Total FCX - Net equity interest e
 
 
 
6,814

 
 
 
 
 
 
 
 
 
2,466

 
 
 
9,280

 
 
 
 
a.
Amounts not shown because of rounding.
b.
FCX's interest in the Grasberg minerals district reflects our 60 percent joint venture ownership further reduced by noncontrolling interest ownership.
c.
Stated tonnage also includes cobalt at Tenke Fungurume (0.31 percent) and Kisanfu (1.15 percent).
d.
Consolidated basis represents estimated mineralized materials after reduction for joint venture partner interests in the Morenci mine in North America and the Grasberg minerals district in Indonesia. Refer to Notes 3 and 18 for further discussion of our joint ventures.
e.
Net equity interest represents estimated consolidated mineralized material further reduced for noncontrolling interest ownership. Refer to Note 3 for further discussion of our ownership in subsidiaries.


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OIL AND GAS OPERATIONS

Through our wholly owned oil and gas subsidiary, FM O&G, our portfolio of oil and gas assets includes significant oil production facilities and growth potential in the Deepwater GOM, established oil production onshore and offshore California, large onshore natural gas resources in the Haynesville shale in Louisiana, natural gas production from the Madden area in central Wyoming, and a position in the Inboard Lower Tertiary/Cretaceous natural gas trend onshore in South Louisiana. For the year 2015 , 88 percent of our oil and gas revenues, excluding the impact of derivative contracts, were from sales of oil and NGLs.

Revised Operating Plans
We are taking continuing actions to reduce oil and gas costs and capital expenditures. FM O&G is undertaking a near-term deferral of exploration and development expenditures by idling the three Deepwater GOM drillships it has under contract. Refer to MD&A for further discussion.

Acreage
At December 31, 2015 , we owned interests in oil and gas leases covering 4.4 million gross acres ( 2.5 million acres net to our interest). Developed acres are acres spaced or assigned to productive wells and do not include undrilled acreage held by production under the terms of the lease. Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or gas, regardless of whether such acreage contains proved reserves. The following table summarizes, by geographic area, the developed and undeveloped oil and gas acreage in which we held interests at December 31, 2015 :

 
 
 
 
Developed
 
Undeveloped
 
 
 
 
 
Gross Acres
 
Net Acres
 
Gross Acres
 
Net Acres
 
U.S.:
 
 
 
 
 
 
 
 
 
Louisiana:
 
 
 
 
 
 
 
 
 
 
Onshore
388,392

 
79,141

 
105,257

 
80,074

 
 
 
Offshore
328,014

 
189,197

 
655,874

 
491,830

 
 
Texas:
 
 
 
 
 
 
 
 
 
 
Onshore
16,865

 
3,621

 
209

 
653

 
 
 
Offshore
28,800

 
15,906

 

 

 
 
California:
 
 
 
 
 
 
 
 
 
 
Onshore
60,898

 
60,406

 
65,259

 
40,847

 
 
 
Offshore
44,049

 
39,618

 
712

 
712

 
 
Wyoming
78,007

 
11,018

 
31,968

 
18,394

 
 
Nevada

 

 
246,073

 
246,073

 
 
Other states
1,324

 
368

 
181,342

 
137,293

 
 
 
946,349

 
399,275

 
1,286,694

 
1,015,876

 
 
Morocco

 

 
2,154,014

 
1,120,087

 
 
 
946,349

 
399,275

 
3,440,708

 
2,135,963

 

As of December 31, 2015, 84 percent of our total net leasehold acreage is undeveloped. Many of our oil and gas leases require us to drill wells that are commercially productive, and if we are unsuccessful, we could lose our rights under such leases.

At December 31, 2015, 24 percent of our total U.S. net undeveloped acres was covered by leases that expire from 2016 through 2018. As a result of declining crude oil prices, FM O&G’s current plans anticipate that the majority of expiring acreage will not be retained by drilling operations or other means.

Currently, FM O&G has a commitment to drill a second well in Morocco in 2016. However, FM O&G is actively negotiating with its partners to modify the work program, which, if successful, would result in changes in the timing, amount or type of future commitment. The exploration permits covering FM O&G's Morocco acreage expire at the end of 2016 ; however, FM O&G has the ability, under certain circumstances, to extend the exploration permits through 2019 .






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Properties
Our oil and gas properties are subject to customary royalty interests, liens incident to operating agreements, liens for current taxes and other burdens, including other mineral encumbrances and restrictions. We do not believe that any of these burdens materially interfere with our use of the properties in the operation of our business.

We believe that we have satisfactory title to or rights in all of our producing properties. As is customary in the oil and gas industry, we conduct minimal investigation of title at the time we acquire undeveloped properties. We conduct title investigations and receive title opinions of local counsel only before we commence drilling operations. We believe that we have satisfactory title to all of our other assets. Although title to our properties is subject to encumbrances in certain cases, we believe that none of these burdens will materially detract from the value of our properties or from our interest therein or will materially interfere with our use in the operation of our business.

Gulf of Mexico .
Deepwater GOM. FM O&G has a large strategic position in the Deepwater GOM with significant current oil production, strong cash margins and existing infrastructure with excess production and handling capacity. FM O&G’s Deepwater GOM properties and activities are principally located in four focus areas, which we refer to as Atwater Valley, Green Canyon, Mississippi Canyon and Keathley Canyon.

Following is a summary of FM O&G's Deepwater GOM platforms at December 31, 2015 :
 
 
 
 
 
 
 
 
 
 
 
 
Capacity per Day
Platform
 
Working Interest
 
Field Location
 
Type of Platform
 
Production Commenced
 
Water Depth (feet)
 
Oil (MBbls)
 
Gas (MMcf)
Holstein a
 
100%
 
Green Canyon Blocks 644, 645 and 688
 
Truss Spar
 
2004
 
4,300
 
113
 
142
Horn Mountain a
 
100%
 
Mississippi Canyon Blocks 126 and 127
 
Truss Spar
 
2002
 
5,400
 
75
 
72
Marlin Hub a
 
100%
 
Several b
 
Tension Leg
 
2000
 
3,200
 
60
 
235
Lucius
 
25.1%
c  
Keathley Canyon Blocks 874, 875, 918 and 919
 
Truss Spar
 
2015
 
7,200
 
80
 
450
Heidelberg
 
12.5%
 
Green Canyon Blocks 859, 903, 904 and 948
 
Truss Spar
 
2016 d
 
5,300
 
80
 
80
Ram Powell
 
31.0%
 
Viosca Knoll Blocks 911 to 913 and 955 to 957
 
Tension Leg
 
1997
 
3,200
 
70
 
310
Hoover
 
33.3%
 
Several e
 
Deep Draft Caisson Vessel
 
2000
 
4,800
 
100
 
325
a.
We are the operator of the Holstein, Horn Mountain and Marlin Hub platforms.
b.
The Marlin Hub is the production facility for the Marlin field (S/2 Viosca Knoll Block 871 and N/2 Viosca Knoll Block 915), the Dorado field (S/2 Viosca Knoll Block 915) and the King field (Mississippi Canyon Blocks 84, 85, and 129). The Marlin field currently produces via a combination of platform and subsea tie-back wells, while the Dorado and King fields currently produce exclusively via subsea wells and tie-back infrastructure.
c.
FM O&G's consolidated subsidiary Plains Offshore Operations Inc. (Plains Offshore), holds a 20 percent working interest in the Lucius development. FM O&G's combined ownership in the Lucius development, including the 20 percent held by Plains Offshore, is 25.1 percent. Refer to Note 2 for further discussion of Plains Offshore.
d.
In January 2016, first oil production commenced from three wells in the Heidelberg oil field.
e.
The Hoover platform is located in Alaminos Canyon Block 25. The Hoover field is located in Alaminos Canyon Blocks 25 and 26.

FM O&G has a 100-percent interest in the Holstein Deep development, which is located in Green Canyon Block 643, west of the 100-percent owned Holstein platform, in 3,890 feet of water. Completion activities for the initial three-well subsea tieback development program are progressing, with first production expected in mid-2016.

FM O&G also owns working interests in several oil discoveries in the Atwater Valley focus area, including Vito and Power Nap. FM O&G has an 18.67 percent interest in Vito, which is a deep subsalt Miocene oil discovery made in


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2009, located in 4,000 feet of water in the Mississippi Canyon area (Blocks 940, 941, 984 and 985) and a 50 percent interest in Power Nap, which is located in close proximity to Vito.

FM O&G's Deepwater GOM exploration portfolio consists of interests in 136 blocks containing 55 prospects in the Pliocene, Miocene and Lower Tertiary reservoirs.

GOM Shelf. The GOM Shelf properties are primarily located on the outer continental shelf in the shallow waters (less than 500 feet of water) of the GOM and onshore in the Gulf Coast area of Louisiana, with drilling depths not exceeding 15,000 feet considered to be traditional shelf prospects.

Inboard Lower Tertiary/Cretaceous. Prospects with drilling depths below the salt weld (generally at depths exceeding 25,000 feet) are considered Inboard Lower Tertiary/Cretaceous prospects. FM O&G is the operator and has a 72 percent working interest (an approximate 49 percent net revenue interest) in Highlander, located onshore in South Louisiana. In December 2015, gross rates from the Highlander well averaged 44 MMcf per day ( 21 MMcf per day net to FM O&G).

California . FM O&G’s California assets provide an established oil production base with low-decline production profiles and long-lived reserves.

Onshore California. FM O&G's onshore properties are located in the Los Angeles Basin and San Joaquin Basin. FM O&G holds a 100 percent working interest in the majority of its onshore positions including the Inglewood, Las Cienegas, Montebello, Packard and San Vicente fields in the Los Angeles Basin, and the Cymric, Midway Sunset, South Belridge, and North Belridge fields in the San Joaquin Basin. The Los Angeles Basin properties are characterized by light crude oil (21 to 32 degree American Petroleum Institute (API) gravity), have well depths ranging from 2,000 feet to over 10,000 feet and include both primary production and secondary recovery using waterflood methods (whereby water is injected into the reservoir formation to displace residual oil), where producing wells have a high ratio of water produced compared to total liquids produced (high water cuts). The San Joaquin Basin properties are characterized by heavier oil (12 to 16 degree API gravity) and shallow wells (generally less than 2,000 feet) that require enhanced oil recovery techniques, including steam injection.

FM O&G also holds a 100 percent working interest in the Arroyo Grande Field located in San Luis Obispo County, which is characterized by heavier oil (12 to 16 degree API gravity) and well depths averaging 1,700 feet requiring continuous steam injection.

Offshore California. All of the offshore California properties are located in federal waters approximately three to seven miles offshore in the Santa Maria Basin. FM O&G holds a 69.3 percent working interest in the Point Arguello Unit, composed of the Hidalgo, Hermosa and Harvest platforms, and the various partnerships owning the related transportation, processing and marketing infrastructure. Since second-quarter 2015, production from Point Arguello platforms has been shut in following the shutdowns of a third-party operated pipeline system that transports oil to various California refineries. FM O&G also holds a 100 percent working interest in the Point Pedernales field, which includes the Irene platform, that is utilized to access the Federal Outer Continental Shelf Monterey Reservoir by extended reach directional wells and support facilities which lie within the onshore Lompoc field.

Haynesville . As of December 31, 2015, in the Haynesville shale, FM O&G has a non-operated interest in over 1,450 producing wells with an average working interest of 8.6 percent and leases covering 72,000 net acres. The Haynesville shale is characterized by dry gas production from the Jurassic-aged Haynesville shale formation in Louisiana and eastern Texas, and typical well depth is 10,500 feet. The area has historically been developed with horizontal wells more than 4,000 feet at a measured total depth of 16,000 feet.

Madden . FM O&G owns a non-operated 14 percent working interest in the Madden Deep Unit and Lost Cabin Gas Plant located in central Wyoming. The Madden Deep Unit is a federal unit operated by a third party and consists of acreage in the Wind River Basin. The Madden area is characterized by gas production from multiple stratigraphic horizons of the Lower Fort Union, Lance, Mesaverde and Cody sands and the Madison Dolomite. Production from the Madden Deep Unit is typically found at depths ranging from 5,500 to 25,000 feet.

Exploration and Development Activities
FM O&G has significant proved, probable and possible reserves, with valuable infrastructure and associated resources with attractive long-term production and development potential.



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Since commencing development activities in 2014 at its three 100-percent-owned production platforms in the Deepwater GOM, FM O&G has drilled 14 wells in producing fields with positive results, including the King D-10 well in fourth-quarter 2015. Four of these wells have been brought on production, including the King D-12 well in November 2015. FM O&G plans to complete and place six additional wells on production in 2016.

Capital expenditures for our oil and gas operations totaled $3.0 billion in 2015 (including $2.5 billion incurred for Deepwater GOM and $0.2 billion for the Inboard Lower Tertiary/Cretaceous natural gas trend), $3.2 billion for the year 2014 (including $2.1 billion incurred for the Deepwater GOM and $0.7 billion for the Inboard Lower Tertiary/Cretaceous natural gas trend) and $1.45 billion for the seven-month period ending December 31, 2013 (including $0.4 billion incurred for Deepwater GOM and $0.2 billion for the Inboard Lower Tertiary/Cretaceous natural gas trend).

In response to market conditions, FM O&G is undertaking a near-term deferral of exploration and development expenditures by idling the three Deepwater GOM drillships it has under contract. FM O&G expects to incur idle rig costs associated with its drillship contracts totaling $0.6 billion in 2016 and $0.4 billion in 2017. Excluding amounts for idle rig costs, capital expenditures for oil and gas operations for the year 2016 are estimated to total $1.5 billion , with approximately 85 percent of the capital budget expected to be directed to the GOM. Refer to MD&A for further discussion of FM O&G's current exploration and development activities.

Production and Sales Data
Following presents summary oil and gas production and sales data for the years ended December 31, 2015 and 2014 , and the seven-month period ending December 31, 2013 :
 
Years Ended December 31,
 
Seven Months Ended
 
 
2015
 
2014
 
December 31, 2013
 
GOM a,b
 
 
 
 
 
 
Oil (MBbls)
22,161

 
19,681

 
11,364

 
Natural gas (MMcf)
35,878

c  
28,700

 
17,231

 
NGLs (MBbls)
2,209

 
2,027

 
1,049

 
MBOE
30,350

 
26,491

 
15,286

 
 
 
 
 
 
 
 
California
 
 
 
 
 
 
Oil (MBbls)
12,935

 
13,732

 
7,977

 
Natural gas (MMcf)
2,154

c  
2,368

c  
1,318

c  
NGLs (MBbls)
166

 
171

 
97

 
MBOE
13,460

 
14,298

 
8,293

 
 
 
 
 
 
 
 
Haynesville/Madden/Other
 
 
 
 
 
 
Oil (MBbls)
158

 
222

 
83

 
Natural gas (MMcf)
51,626

 
42,364

 
26,782

 
NGLs (MBbls)
50

 
35

 
27

 
MBOE
8,812

 
7,318

 
4,574

 
 
 
 
 
 
 
 
Eagle Ford d
 
 
 
 
 
 
Oil (MBbls)

 
6,481

 
7,206

 
Natural gas (MMcf)

 
7,410

 
8,844

 
NGLs (MBbls)

 
978

 
1,244

 
MBOE

 
8,694

 
9,924

 
 
 
 
 
 
 
 
Total U.S. oil and gas operations
 
 
 
 
 
 
Oil (MBbls)
35,254

 
40,116

 
26,630

 
Natural gas (MMcf)
89,658

 
80,842

 
54,175

 
NGLs (MBbls)
2,425

 
3,211

 
2,417

 
MBOE
52,622

 
56,801

 
38,077

 
Average cost per BOE:
 
 
 
 
 
 
Production costs e
$
17.14

 
$
18.00

 
$
15.18

 
Production and ad valorem taxes
1.45

 
2.08

 
1.96

 
Cash production costs f
$
18.59

 
$
20.08

 
$
17.14

 
a.
Includes properties in the Deepwater GOM and on the Shelf, including the Inboard Lower Tertiary /Cretaceous natural gas trend.
b.
Horn Mountain represented 17 percent of our proved oil and gas reserves at December 31, 2015. During 2015, production and sales from Horn Mountain totaled 3.2 MMBOE (consisting of 2.9 MMBbls of oil, 1.1 Bcf of natural gas and 0.1 MMBbls


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of NGLs). No individual fields represented 15 percent or more of our proved oil and gas reserves at December 31, 2014 and 2013.
c.
Natural gas sales from GOM are net of fuel used in operations totaling 1,125 MMcf in 2015. Natural gas sales from California are net of fuel used in operations totaling 588 MMcf in 2015, 1,190 MMcf in 2014 and 780 MMcf for the seven-month period ending December 31, 2013 .
d.
In June 2014, we completed the sale of Eagle Ford.
e.
Reflects costs incurred to operate and maintain wells and related equipment and facilities.
f.
Refer to MD&A for further discussion of cash production costs per BOE and for a reconciliation to production costs reported in our consolidated financial statements.

Oil and Gas Reserves
All of our estimated proved and probable reserves are based upon reserve reports prepared by Netherland, Sewell, & Associates, Inc. (NSAI) and Ryder Scott Company, L.P. (Ryder Scott), independent petroleum engineering firms. A copy of the independent petroleum engineering firms' reserve reports are filed as exhibits to this annual report on Form 10-K. Our reserve estimates are prepared in accordance with guidelines established by the SEC as prescribed by Regulation S-X, Rule 4-10. FM O&G's technical staff estimates, with reasonable certainty, the economically producible oil and gas. The practices for estimating hydrocarbons in place include, but are not limited to, mapping, seismic interpretation of two-dimensional and/or three-dimensional data, core analysis, mechanical properties of formations, thermal maturity, well logs of existing penetrations, correlation of known penetrations, decline curve analysis of producing locations with significant production history, well testing, static bottom hole testing, flowing bottom hole pressure analysis and pressure and rate transient analysis.

Internal Control and Qualifications of Third Party Engineers and Internal Staff. The technical personnel responsible for preparing the reserve estimates at NSAI and Ryder Scott meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Both NSAI and Ryder Scott are independent firms of petroleum engineers, geologists, geophysicists and petrophysicists; neither firm owns an interest in our properties nor are employed on a contingent fee basis. FM O&G's internal staff of petroleum engineers and geoscience professionals work closely with our independent reserve engineers to ensure the integrity, accuracy and timeliness of data furnished to NSAI and Ryder Scott in their reserves estimation process. Throughout each fiscal year, FM O&G internal technical staff meets with representatives of the independent reserve engineers to review properties and discuss methods and assumptions used in preparation of the proved reserves estimates. FM O&G provides historical information to the independent reserve engineers, including ownership interest, oil and gas production, well test data, commodity prices and operating and development costs. The NSAI and Ryder Scott reserve reports are reviewed with representatives of NSAI and Ryder Scott and FM O&G's internal technical staff before dissemination of the information. Additionally, FM O&G's senior management reviews the NSAI and Ryder Scott reserve reports.

The internal reservoir engineering staff are supervised by FM O&G's Vice President of Engineering, who has 39 years of technical experience in petroleum engineering and reservoir evaluation and analysis. This individual directs the activities of our internal reservoir engineering staff for the internal reserve estimation process and also to provide the appropriate data to NSAI and Ryder Scott for the year-end oil and gas reserves estimation process. The preparation of proved oil and gas reserve estimates are completed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include (i) the review and verification of historical production data; (ii) the review by FMO&G’s Vice President of Engineering of annually reported proved reserves, including the review of significant reserve changes and new proved undeveloped (PUD) reserves additions; (iii) the direct reporting responsibilities by FM O&G’s Vice President of Engineering to FM O&G’s President and Chief Operating Officer; (iv) the verification of property ownership by FM O&G’s land department; and (v) no employee’s compensation is tied to the amount of reserves reported.

Proved Reserves. Our proved reserve volumes have been determined in accordance with SEC guidelines, which require the use of an average price, calculated as the twelve-month historical average of the first-day-of-the-month historical reference price as adjusted for location and quality differentials, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions and the impact of derivatives. Our reference prices for reserve determination are the WTI spot price for crude oil and the Henry Hub price for natural gas, which were $50.28 per barrel of oil and $2.59 per MMBtu of natural gas at December 31, 2015 . These prices are held constant throughout the life of the oil and gas properties, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual escalations. In accordance with the guidelines and


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excluding the impact of derivative instruments, the average realized prices used in our reserve reports as of December 31, 2015 , were $47.80 per barrel of oil and $2.55 per Mcf of natural gas.
 
The scope and results of procedures employed by NSAI and Ryder Scott are summarized in their reserve reports. For purposes of reserve estimation, we and the independent petroleum engineers use technical and economic data including well logs, geologic maps, seismic data, well test data, production data, historical price and cost information, and property ownership interests. Our reserves have been estimated using deterministic methods. Standard engineering and geoscience methods were used, or a combination of methods, including performance analysis, volumetric analysis and analogy, which we and the independent petroleum engineers considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. A significant portion of these reserves are for undeveloped locations and are based on estimates of reserve volumes and recovery efficiencies along with analogy to properties with similar geologic and reservoir characteristics. Because these estimates depend on many assumptions, any or all of which may differ substantially from actual results, reserve estimates may differ from the quantities of oil and gas that FM O&G ultimately recovers.

Proved reserves represent quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and gas actually recovered will equal or exceed the estimate.
The following table presents our estimated proved oil and gas reserves as of December 31, 2015 , all of which are located in the U.S.:
 
 
Proved Oil and Gas Reserves
 
 
 
Estimated at December 31, 2015
 
 
 
Oil a
 
Gas
 
Total
 
 
 
(MMBbls)
 
(Bcf)
 
(MMBOE)
 
Proved Developed:
 
 
 
 
 
 
 
GOM
 
59

 
116

 
78

 
California
 
69

 
12

 
71

 
Haynesville/Madden/Other
 
1

 
117

 
20

 
 
 
129

 
245

 
169

 
Proved Undeveloped:
 
 
 
 
 
 
 
GOM
 
65

 
29

 
70

 
California
 
13

 

 
13

 
 
 
78

 
29

 
83

 
Total Proved Reserves
 
207

 
274

 
252

 
a. Includes 9 MMBbls of NGL proved reserves, consisting of 6 MMBbls of proved developed and 3 MMBbls of proved undeveloped.

At December 31, 2015 , we have an estimated total proved reserve life of 4.7 years and a proved developed reserve life of 3.2 years.
 
At December 31, 2015 , total proved oil and gas reserves were 252 MMBOE, including 83 MMBOE of PUD reserves. With the exception of one planned sidetrack development well in one of our Deepwater GOM properties that cannot be executed until the current producing well depletes, 98 percent of our PUD reserves are scheduled for development within five years, and $1.6 billion (or 97 percent) of our estimated future PUD capital is associated with the development of those reserves.

Total estimated PUD reserves of 83 MMBOE at December 31, 2015 , decreased from estimated PUD reserves of 144 MMBOE at December 31, 2014 , reflecting downward revisions of 72 MMBOE primarily related to lower oil and gas price realizations. These revisions were partly offset by increases of 11 MMBOE primarily associated with the continued development of our Deepwater GOM properties. 

At December 31, 2014, FM O&G had 1,176 PUD locations, including 132 injector wells, of which 122 PUD locations (with associated proved reserves of 28 MMBOE) were scheduled to be drilled during 2015. During 2015, FM O&G invested $0.6 billion to drill and complete 35 PUD locations, which resulted in converting 1 MMBOE from PUD reserves to proved developed reserves.  Of the remaining 87 PUD locations scheduled to be drilled in 2015, 81 locations (with associated proved reserves of 3 MMBOE) were eliminated based on the current price environment,


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4 locations (with associated proved reserves of 17 MMBOE) were drilled and are expected to be completed in 2016 and 2017, and 2 locations (with associated proved reserves of 7 MMBOE) were delayed to future periods.

At December 31, 2015, FM O&G had 186 PUD locations, including 4 injector wells. During 2016, 33 of these PUD locations (including 2 injector wells) with associated proved reserves of 35 MMBOE are scheduled to be developed.

During 2015 , FM O&G participated in 37 gross exploratory wells, of which 33 were successful, and 26 gross development wells, of which 24 were successful (refer to "Drilling Activities").

The following table reflects the present value of estimated future net cash flows before income taxes from the production and sale of our estimated proved reserves reconciled to the standardized measure of discounted net cash flows (standardized measure) at December 31, 2015 (in millions):
Estimated undiscounted future net cash flows before income taxes
 
$
1,638

Present value of estimated future net cash flows before income taxes (PV-10) a,b
 
$
1,392

Discounted future income taxes c
 

Standardized measure (refer to Note 21)
 
$
1,392

 
 
 
a. In accordance with SEC guidelines, estimates of future net cash flows from our proved reserves and the present value thereof are made using the twelve-month average of the first-day-of-the-month historical reference prices as adjusted for location and quality differentials. Refer to discussion above for pricing used in our reserve reports at December 31, 2015.
b. The present value of estimated future net cash flows before income taxes (PV-10) is not considered a U.S. generally accepted accounting principle (GAAP) financial measure. We believe that our PV-10 presentation is an important measure and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves before taking into account the related future income taxes, as such taxes may differ among companies because of differences in the amounts and timing of deductible basis, net operating loss carryforwards and other factors. We believe investors use our PV-10 as a basis for comparison of the relative size and value of our proved reserves to the reserve estimates of other companies. PV-10 is not a measure of financial or operating performance under U.S. GAAP and is not intended to represent the current market value of our estimated oil and gas reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure of discounted future net cash flows as defined under U.S. GAAP.
c. Future tax deductions are expected to be sufficient to fully offset future taxable income, resulting in no future income tax obligation at December 31, 2015 .

Refer to Note 21 for further discussion of our proved reserves.

Probable Reserves. All of our probable oil and gas reserves at December 31, 2015 , are based upon reserve reports prepared by the independent petroleum engineering firm of NSAI. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves, but which, together with proved reserves, are as likely as not to be recovered. In addition to the uncertainties inherent in estimating quantities and values of proved reserves, probable reserves may be assigned to areas where data control or interpretations of available data are less certain even if the interpreted reservoir continuity of structure or productivity does not meet the reasonably certain criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. Probable reserve estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves. Undeveloped reserves that meet the reasonably certain, economic and other requirements to be classified as proved undeveloped, except that they are not expected to be developed within five years, are classified as probable reserves.



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The following table presents our estimated probable oil and gas reserves at December 31, 2015 :
 
 
Probable Oil and Gas Reserves
 
 
 
Estimated at December 31, 2015
 
 
 
Oil a
 
Gas
 
Total
 
 
 
(MMBbls)
 
(Bcf)
 
(MMBOE)
 
Probable Developed b :
 
 
 
 
 
 
 
GOM
 
20

 
45

 
27

 
California
 
5

 

 
5

 
 
 
25

 
45

 
32

 
Probable Undeveloped:
 
 
 
 
 
 
 
GOM
 
65

 
29

 
70

 
California
 
27

 
2

 
27

 
 
 
92

 
31

 
97

 
Total Probable Reserves
 
117

 
76

 
129

 
 
 
 
 
 
 
 
 
a. Includes 5 MMBbls of NGL probable reserves, consisting of 2 MMBbls of probable developed and 3 MMBbls of probable undeveloped.
b. Reflects reserves associated with incremental recovery from existing production/injection wells that require minimal to no future development costs and reserves associated with work performed on existing producers/injectors that do not meet the reasonable certainty requirements to be classified as proved reserves.

Drilling Activities
The following table provides the total number of wells that we drilled during the years ended December 31, 2015 and 2014 , and the seven-month period ending December 31, 2013 :
 
 
 
Years Ended December 31,
 
Seven Months Ended
 
 
 
2015
 
2014
 
December 31, 2013
 
 
 
Gross
 
Net
 
Gross
 
Net
 
Gross
 
Net
Exploratory
 
 
 
 
 
 
 
 
 
 
 
 
Productive:
 
 
 
 
 
 
 
 
 
 
 
 
Oil
2

 
1

 
25

 
21

 
40

 
35

 
Gas
31

 
5

 
21

 
2

 
25

 
2

 
Dry
4

 
3

 
10

 
7

 
1

 
1

 
 
 
37

 
9

 
56

 
30

 
66

 
38

Development
 
 
 
 
 
 
 
 
 
 
 
 
Productive:
 
 
 
 
 
 
 
 
 
 
 
 
Oil
7

 
3

 
184

 
174

 
71

 
66

 
Gas
17

 
2

 
75

 
10

 
23

 
8

 
Dry
2

 
2

 
2

 

 
1

 
1

 
 
 
26

 
7

 
261

 
184

 
95

 
75

 
 
 
63

 
16

 
317

 
214

 
161

 
113


In addition to the wells drilled, there were 9 gross exploratory and 19 gross development wells (5 net exploratory and 7 net development wells) in progress at December 31, 2015 .

Productive Wells
We had working interests in 3,060 gross (2,976 net) active producing oil wells and 1,759 gross (213 net) active producing natural gas wells at December 31, 2015 ; 3,069 gross (2,991 net) active producing oil wells and 1,710 gross (211 net) active producing natural gas wells at December 31, 2014 ; and 3,310 gross (3,153 net) active producing oil wells and 1,651 gross (238 net) active producing natural gas wells at December 31, 2013 . One or more completions in the same well bore are considered one well. If any well in which one of the multiple completions is an oil completion, such well is classified as an oil well. At December 31, 2015 , we owned interests in five gross wells containing multiple completions.



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Item 1A. Risk Factors.

This report contains "forward-looking statements" within the meaning of United States (U.S.) federal securities laws. Forward-looking statements are all statements other than statements of historical facts, such as projections or expectations relating to ore grades and milling rates; production and sales volumes; unit net cash costs; cash production costs per barrel of oil equivalent (BOE); operating cash flows; capital expenditures; debt reduction initiatives; exploration efforts and results; development and production activities and costs; liquidity; tax rates; the impact of copper, gold, molybdenum, cobalt, crude oil and natural gas price changes; the impact of deferred intercompany profits on earnings; reserve estimates; future dividend payments; and share purchases and sales.

We undertake no obligation to update any forward-looking statements. We caution readers that forward-looking statements are not guarantees of future performance and our actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include the following:

Financial risks

Declines in the market prices of copper, gold and oil have adversely affected our earnings, cash flows and asset values and, if sustained or intensified, may adversely affect our ability to repay debt. Fluctuations in the market prices of copper, gold and oil have caused and may continue to cause significant volatility in our financial performance and in the trading prices of our debt and common stock.

Our financial results vary with fluctuations in the market prices of the commodities we produce, primarily copper, gold and oil, and to a lesser extent molybdenum, silver, cobalt and natural gas. As described below, during 2015 and in early 2016, copper and oil prices declined significantly. If low prices persist or decline further, they may continue to have a material adverse effect on our financial results, the value of our assets and/or our ability to repay our debt and meet our other fixed obligations; and may continue to depress the trading prices of our common stock and of our publicly traded debt securities.

In response to lower commodities prices, we have announced revised operating plans that incorporate significant reductions in capital spending, production curtailments at certain North and South America mines and actions to reduce operating, exploration and administrative costs, which may not achieve all the results we anticipate. If market prices for our primary commodities continue to decline or persist at low levels, we may have to further revise our operating plans, including curtailing production further, reducing operating costs and capital expenditures and discontinuing certain exploration and development programs. We may be unable to decrease our costs in an amount sufficient to offset reductions in revenues, in which case we may incur additional losses, and those losses may be material. We are also pursuing asset sales and joint venture arrangements to raise proceeds for debt reduction. We may be unable to receive favorable terms for asset sales or joint venture arrangements in the current market environment, which may prevent us from achieving our desired debt reduction levels.

Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand balances and inventory levels; global economic and political conditions; international regulatory, trade and tax policies; commodities investment activity and speculation; the price and availability of substitute products; and changes in technology.

In particular, copper prices may be affected by demand from China, which has become the largest consumer of refined copper in the world, and by changes in demand for industrial, commercial and residential products containing copper. Copper prices have declined significantly during 2015, with London Metal Exchange (LME) spot copper prices averaging $3.11 per pound in 2014 and $2.49 per pound in 2015. On December 31, 2015 , the LME spot copper price was $2.13 per pound. Copper prices weakened further in early 2016 with the LME spot copper price ranging from $1.96 per pound to $2.13 per pound from January 1, 2016, to February 19, 2016 . The decline in prices during 2015 resulted in non-cash charges for copper and molybdenum inventory adjustments ( $338 million ) and long-lived mining asset impairments ( $37 million ), as more fully discussed in Notes 4 and 5. Copper prices at or below the December 31, 2015 , level could result in additional inventory adjustments and impairment charges for our long-lived mining assets. Other events that could result in impairment of our long-lived mining assets include, but are not limited to, decreases in estimated proven and probable mineral reserves and any event that might otherwise have a material adverse effect on mine production costs.



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Factors affecting gold prices may include the relative strength of the U.S. dollar to other currencies, inflation and interest rate expectations, purchases and sales of gold by governments and central banks, demand from China and India, two of the world s largest consumers of gold, and global demand for jewelry containing gold. The London PM gold price averaged $1,160 per ounce in 2015 and $1,266 per ounce in 2014, and was $1,062 per ounce on December 31, 2015.

Crude oil prices have been and could be affected in the future by continued development of shale reserves through hydraulic fracturing, actions of the Organization of the Petroleum Exporting Countries and other major oil producing nations, political and weather conditions in oil producing regions, transportation and refinery capacity, the amount of foreign imports of oil into the U.S., and the impact of legislation adopted in December 2015 lifting 40-year old restrictions on exporting U.S. oil. Oil prices have declined significantly since mid-2014, with Brent crude oil prices averaging $99.45 per barrel in 2014 and $53.64 per barrel in 2015. On December 31, 2015 , the Brent crude oil price was $37.28 . In early 2016, oil prices weakened further to multi-year lows in response to excess global supplies and relatively weak economic conditions with Brent crude oil prices ranging from $27.88 per barrel to $37.22 per barrel from January 1, 2016, to February 19, 2016 . As further discussed in Note 1 and in Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), lower oil prices, and to a lesser extent natural gas prices, were a significant contributing factor to the non-cash impairment charges totaling $13.1 billion for the year 2015 and $3.7 billion for the year 2014 to write-down the carrying value of our proved oil and gas properties.

As further described in Note 1, under full cost accounting rules, a "ceiling test" is conducted each quarter to review the carrying value of proved oil and gas properties for impairment. The U.S. Securities and Exchange Commission (SEC) requires that the twelve-month average of the first-day-of-the-month historical reference prices be used to determine the ceiling test limitation. Using West Texas Intermediate (WTI) as the reference oil price, the average price was $50.28 per barrel at December 31, 2015 , compared with $94.99 per barrel at December 31, 2014. If the twelve-month historical average price remains below the December 31, 2015 , twelve-month average of $50.28 per barrel, the ceiling test limitation will decrease potentially resulting in additional ceiling test impairments of our oil and gas properties. The WTI spot oil price was $29.64 per barrel at February 19, 2016 .

In addition to declines in the trailing twelve-month average oil and natural gas prices, other factors that could result in future impairment of our oil and gas properties, include costs transferred from unevaluated properties to the full cost pool without corresponding proved oil and natural gas reserve additions, negative reserve revisions and the future incurrence of exploration, development and production costs. At December 31, 2015, carrying costs for unevaluated properties were $4.8 billion . These costs will be transferred into the full cost pool as the properties are evaluated and proved reserves are established or if impairment is determined. If these activities do not result in additions to discounted future net cash flows from proved oil and natural gas reserves at least equal to the related costs transferred (net of related tax effects), ceiling test impairments may occur. During 2015, we transferred $6.4 billion of costs associated with unevaluated properties to the full cost pool mostly reflecting impairment of the carrying values of unevaluated properties.

Our debt and other financial commitments may limit our financial and operating flexibility.

At December 31, 2015 , our total consolidated debt was $ 20.4 billion (see Note 8) and our total consolidated cash was $224 million . We also have various other financial commitments, including for reclamation and environmental obligations, take-or-pay contracts and leases. Our level of indebtedness and other financial commitments could have important consequences to our business, including the following:

Limiting our flexibility in planning for, or reacting to, changes in the industries in which we operate;

Increasing our vulnerability to general adverse economic and industry conditions;

Limiting our ability to fund future working capital and capital expenditures, to engage in future development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flows from operations to payments on our debt;

Requiring us to sell assets to reduce debt; or

Placing us at a competitive disadvantage compared to our competitors that have less debt and/or fewer financial commitments.


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On February 26, 2016, we reached agreement with our bank group to amend our revolving credit facility and term loan. The changes pursuant to the revolving credit facility and the term loan included modifications of the maximum leverage ratio and minimum interest expense coverage ratio to provide us with additional flexibility, and the commitment under our revolving credit facility has been reduced by $500 million from $4.0 billion to $3.5 billion. A springing collateral and guarantee trigger was added to the revolving credit facility and term loan. Under this provision, if we have not entered into definitive agreements for asset sales totaling $3.0 billion in aggregate by June 30, 2016, that are reasonably expected to close by December 31, 2016, we will be required to secure the revolving credit facility and term loan with a mutually acceptable collateral and guarantee package. If such asset sales totaling $3.0 billion in aggregate have not occurred by December 31, 2016, then the springing collateral and guarantee trigger will go into effect. Refer to Notes 8 and 18 for further information about the revolving credit facility and term loan.    

Any failure to comply with the financial and other covenants in our debt agreements may result in an event of default that would allow the creditors to accelerate the related debt, which in turn may trigger cross-acceleration or cross-default provisions in other debt agreements. Our cash flow would not be sufficient to fully repay borrowings under our debt instruments that are accelerated upon an event of default.

Since August 2015 and through January 5, 2016, we sold 210 million shares of our common stock at an average price of $9.47 per share under at-the-market equity programs that generated approximately $2 billion in gross proceeds. We may seek to raise additional equity capital to fund operations, reduce debt or improve our financial position, which may have a negative impact to our stock price. For additional information, see Note 10.

As of February 24, 2016, our senior unsecured debt was rated "BB" with a negative outlook by Standard & Poor’s (S&P), "BBB-" with a negative outlook by Fitch Ratings (Fitch), and "B1" with a negative outlook by Moody’s Investors Service (Moody's). There is no assurance that our credit ratings will not be downgraded in the future. For more information, refer to the risk factor below relating to mine closure and reclamation regulations and plugging and abandonment obligations related to our oil and gas operations.

Our strategic review of the oil and gas business and evaluation of other transactions may not result in increased stockholder value.

Our Board of Directors (the Board) is undertaking a strategic review of alternatives for our oil and gas business. We and our advisors are actively engaged with interested parties in a process to evaluate opportunities that include asset sales and joint venture arrangements that would generate cash proceeds for debt repayment. We are also evaluating transactions involving certain of our mining assets. These initiatives may not result in transactions or other events that will lead to debt reduction or an increase in stockholder value.

Mine closure and reclamation regulations impose substantial costs on our operations, and include requirements that we provide financial assurance supporting those obligations. We also have plugging and abandonment obligations related to our oil and gas properties, and are required to provide bonds or other forms of financial assurance in connection with those operations. Changes in or the failure to comply with these requirements could have a material adverse effect on us.

We are required by U.S. federal and state laws and regulations to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans for our mining properties if we are unable to do so. The U.S. Environmental Protection Agency (EPA) and state agencies may also require financial assurance for investigation and remediation actions that are required under settlements of enforcement actions under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) or equivalent state regulations. Refer to Note 12 for additional information regarding our financial assurance obligations.

With respect to our mining operations, most of our financial assurance obligations are imposed by state laws that vary significantly by jurisdiction. Currently there are no financial assurance requirements for active mining operations under CERCLA, but in August 2014, several environmental organizations initiated litigation against the EPA to require it to set a schedule for adopting financial assurance regulations under CERCLA governing the hard rock mining industry. The EPA and the environmental organizations reached a joint agreement and submitted it to the U.S. Court of Appeals for the District of Columbia Circuit for approval. Notwithstanding industry objections, the court approved the agreement on January 29, 2016, thereby requiring the EPA to propose financial assurance


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regulations for the hard rock mining industry by December 1, 2016, and to provide notice of its final action by December 1, 2017. The Court also ruled that the EPA has no obligation to promulgate rules at all and has until the end of 2016 to decide whether or not to proceed. It is uncertain how the new requirements, if promulgated, will affect the amount and form of our existing and future financial assurance obligations or the extent to which they will supplement or replace state requirements. Any new regulations may, however, be financially material and adverse.

We are also subject to financial assurance requirements in connection with our oil and gas operations under both state and federal laws. For example, permits, bonding and insurance are required to drill, operate, and plug and abandon wells. Financial responsibility requirements are also required under the Oil Pollution Act of 1990 to cover containment and cleanup costs resulting from an oil spill.

In order to cover the various obligations of lessees operating in federal waters, such as the cost to plug and abandon wells and decommission and remove platforms and pipelines at the end of production, the BOEM generally requires that lessees demonstrate financial strength and reliability according to regulatory standards sufficient to obtain a waiver from the requirement to post supplemental bonds, or post such bonds or other acceptable assurances that those obligations will be satisfied. Although we are currently exempt from the requirement to post security under the current rules, we may be required to post security under these rules if the BOEM determines we are no longer eligible for the exemption, which could have a material adverse effect on our financial condition and liquidity. In August 2014, the BOEM issued an Advanced Notice of Proposed Rulemaking in which the agency indicated that it was considering changing the financial assurance requirements, and it currently plans to publish a revised notice in 2016. Among other things, the Notice states that the BOEM intends to revise its supplemental bonding procedures to eliminate waivers from the requirement to post security. Substantial changes to BOEM’s financial assurance requirements, including a requirement to post significant amounts of security in the form of bonds or similar assurance, could have a material adverse effect on our financial condition and liquidity. The cost for bonds or assurances can be substantial, and there is no assurance that they can be obtained in all cases. Our failure to provide financial assurance, or failure to do the same by our co-lessees, could result in BOEM or the Bureau of Safety and Environmental Enforcement (BSEE) suspending or terminating operations on affected leases, which could materially and adversely affect our financial condition and results of operations.

As of December 31, 2015 , our financial assurance obligations associated with closure, reclamation and remediation of mining sites, and plugging and abandonment obligations in our oil and gas operations totaled approximately $2.6 billion, and a substantial portion of these obligations were satisfied by FCX and FM O&G guarantees and financial capability demonstrations. As a result of the downgrade of the credit ratings of our debt below investment grade by S&P's and Moody’s, we may be required to provide additional or alternative forms of financial assurance, such as letters of credit, surety bonds or collateral. These other forms of assurance would be costly to provide and, depending on our financial condition and market conditions, may be difficult or impossible to obtain. Failure to provide the required financial assurance could result in the closure of the affected mines or suspension of the affected oil and gas operations.

Refer to Notes 1 and 12 , for further discussion of our environmental and asset retirement obligations.

International risks

Our international operations are subject to political, social and geographic risks of doing business in countries outside the U.S.

We are a U.S.-based natural resources company with substantial mining assets located outside of the U.S. We conduct international mining operations in Indonesia, Peru, Chile and the Democratic Republic of Congo (DRC). Accordingly, in addition to the usual risks associated with conducting business in countries outside the U.S., our business may be adversely affected by political, economic and social uncertainties in each of these countries. Risks of conducting business in countries outside of the U.S. include:

Renegotiation, cancellation or forced modification of existing contracts;

Expropriation or nationalization of property;

Changes in another country's laws, regulations and policies, including those relating to labor, taxation, royalties, divestment, imports, exports, trade regulations, currency and environmental matters, which


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because of rising "resource nationalism" in countries around the world, may impose increasingly onerous requirements on foreign operations and investment;

Political instability, bribery, extortion, corruption, civil strife, acts of war, guerrilla activities, insurrection and terrorism;

Changes in the aspirations and expectations of local communities in which we operate with respect to our contributions to employee health and safety, infrastructure and community development and other factors that may affect our social license to operate, all of which lead to increased costs;

Foreign exchange controls and movements in foreign currency exchange rates; and

The risk of having to submit to the jurisdiction of an international court or arbitration panel or having to enforce the judgment of an international court or arbitration panel against a sovereign nation within its own territory.

Our insurance does not cover most losses caused by the above described risks. Accordingly, our exploration, development and production activities outside of the U.S. may be substantially affected by many unpredictable factors beyond our control, some of which could materially and adversely affect our results of operations and financial condition.

Our international operations must comply with the U.S. Foreign Corrupt Practices Act and similar anti-corruption and anti-bribery laws of the other jurisdictions in which we operate. There has been a substantial increase in the global enforcement of these laws in recent years, and a steadily increasing focus on enforcement of those laws continues. Any violation of those laws could result in significant criminal or civil fines and penalties, litigation, and loss of operating licenses or permits, and may damage our reputation, which could have a material adverse effect on our business, results of operations and financial condition.

We are involved in several significant tax proceedings and other tax disputes with the Indonesian and Peruvian tax authorities (refer to Note 12 for further discussion of these matters). Other risks specific to certain countries in which we operate are discussed in more detail below.

Because our Grasberg mining operations in Indonesia is a significant operating asset, our business may continue to be adversely affected by political, economic and social uncertainties and security risks in Indonesia.

Our mining operations in Indonesia are conducted by our subsidiary PT Freeport Indonesia (PT-FI) pursuant to a Contract of Work (COW) with the Indonesian government. Maintaining a good working relationship with the Indonesian government is important to us because of the significance of our Indonesia operations to our business, and because our mining operations there are among Indonesia's most significant business enterprises. Partially because of their significance to Indonesia's economy, the environmentally sensitive area in which they are located, and the number of people employed, our Indonesia operations have been the subject of political debates and of criticism in the Indonesian press, and have been the target of protests and occasional violence. For further discussion of the history of PT-FI's COW, refer to Note 13 .

The initial term of PT-FI's COW expires in 2021, but the COW explicitly provides that it can be extended for two 10-year periods subject to Indonesian government approval, which cannot be withheld or delayed unreasonably. PT-FI has been engaged in discussions with officials of the Indonesian government since 2012 regarding various provisions of its COW, including extending the term of the COW. Notwithstanding provisions in the COW prohibiting it from doing so, the Indonesian government has sought to modify existing mining contracts, including PT-FI’s COW, to address provisions contained in the mining law enacted in 2009, and mining regulations adopted thereunder, including matters with respect to the size of contract concessions, government revenues, domestic processing of minerals, divestment, provision of local goods and services, conversion from a COW to a licensing framework for extension periods, and a requirement that extensions may be applied for only within two years prior to a COW’s expiration.
 
Regulations published in January 2014 imposed, among other things, a progressive export duty on copper concentrate and restricts concentrate exports after January 12, 2017. Despite PT-FI’s rights under its COW to


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export concentrate without the payment of duties, PT-FI was unable to obtain administrative approval for exports and operated at approximately half of its capacity from mid-January 2014 through July 2014.

In July 2014, PT-FI entered into a Memorandum of Understanding (MOU) with the Indonesian government. Under the MOU, PT-FI provided a $115 million assurance bond to support its commitment for smelter development, agreed to increase royalty rates and agreed to pay export duties (which were set at 7.5 percent, declining to 5.0 percent when smelter development progress exceeds 7.5 percent and are eliminated when development progress exceeds 30 percent). The MOU also anticipated an amendment of the COW within six months to address other matters; however, no terms of the COW other than those relating to the smelter bond, increased royalties and export duties were changed. In January 2015, the MOU was extended to July 25, 2015, and it expired on that date. The increased royalty rates, export duties and smelter assurance bond remain in effect.

PT-FI is required to apply for renewal of export permits at six-month intervals. On July 29, 2015, PT-FI's export permit was renewed through January 28, 2016. In connection with the renewal, export duties were reduced to 5.0 percent, as a result of smelter development progress. On February 9, 2016, PT-FI's export permit was renewed through August 8, 2016. PT-FI will continue to pay a 5.0 percent export duty on concentrate while it reviews its smelter progress with the Indonesian government.

As of December 31, 2015, we owned 90.64 percent of PT-FI, and the remaining 9.36 percent was owned by the Indonesian government. Upon completion of an amended COW, which has not yet occurred, we and PT-FI have agreed to divest to the Indonesian national or local governments and/or Indonesian nationals up to a 30 percent interest (an additional 20.64 percent) in PT-FI at fair market value.

PT-FI is engaged in active discussions with the Indonesian government regarding an amended COW. The revisions to the COW are expected to result in additional costs for our Indonesian operations. We cannot predict whether we will be successful in reaching a satisfactory agreement on the terms of our long-term mining rights. It has been difficult to get firm or final commitments from the Indonesian government. As a result, the outcome of these discussions remains uncertain. If we are unable to reach agreement with the government on our long-term rights, we may be required to reduce or defer investments in our underground development projects, which would materially and adversely affect future production and reserves. In addition, we cannot predict whether our applications for renewal of export permits, which are required at six-month intervals, will be granted on a timely basis or whether we will be permitted to export concentrate after August 8, 2016. Recent media reports have indicated that the Indonesia government is considering revisions to the 2009 Mining Law. It is unclear how any such changes would impact our current negotiations with the Indonesian government related to the extension and amendment of the COW, smelter development, export permits and other significant issues.
Indonesia has long faced separatist movements and civil and religious strife in a number of provinces. Several separatist groups have sought increased political independence for the province of Papua, where our Grasberg minerals district is located. In Papua, there have been sporadic attacks on civilians by separatists and sporadic but highly publicized conflicts between separatists and the Indonesian military. In addition, illegal miners have periodically clashed with police who have attempted for years to move them away from our facilities. Social, economic and political instability in Papua could materially and adversely affect us if it results in damage to our property or interruption of our Indonesia operations.

In 2009, a series of shooting incidents occurred within the PT-FI project area, including along the road leading to our mining and milling operations. The shooting incidents have continued on a sporadic basis with the last incident occurring on January 1, 2015. During this time, there were 20 fatalities and 59 injuries to our employees, contractor employees, government security personnel and civilians. To date, no one person or group has claimed responsibility for the shootings. The safety of our workforce is a critical concern, and PT-FI continues to work with the Indonesian government to address security issues. The investigation of these incidents is ongoing. We also continue to limit the use of the road leading to our mining and milling operations to secured convoys.

We cannot predict whether additional incidents will occur that could disrupt or suspend our Indonesian operations. If other disruptive incidents occur, they could adversely affect our results of operations and financial condition in ways that we cannot predict at this time. For further discussion of labor disruptions at PT-FI, refer to the operational risk factor "Labor unrest and activism could disrupt our operations and may adversely affect our business, financial condition, results of operations and prospects."



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We will not mine all of our ore reserves in Indonesia before the initial term of our COW expires.

The initial term of PT-FI's COW expires in 2021, but can be extended for two 10-year periods subject to Indonesian government approval, which pursuant to the COW cannot be withheld or delayed unreasonably. Our proven and probable ore reserves in Indonesia reflect estimates of minerals that can be recovered through the end of 2041, and our current mine plan and planned operations are based on the assumption that we will receive the two 10-year extensions. As a result, we will not mine all of these ore reserves during the initial term of the current COW. Prior to the end of 2021, we expect to mine 21 percent of aggregate proven and probable recoverable ore at December 31, 2015 , representing 27 percent of PT-FI's share of recoverable copper reserves and 38 percent of its share of recoverable gold reserves. There can be no assurance that the Indonesian government will approve our COW extensions. For further discussion, refer to the above risk factor "Because our Grasberg minerals district is a significant operating asset, our business may continue to be adversely affected by political, economic and social uncertainties and security risks in Indonesia."

PT-FI's COW may be subject to termination if we do not comply with our contractual obligations, and if a dispute arises, we may have to submit to the jurisdiction of an international arbitration panel.

PT-FI's COW was entered into under Indonesia's 1967 Foreign Capital Investment Law, which provides guarantees of remittance rights and protection against nationalization. The COW may be subject to termination by the Indonesian government if we do not satisfy our contractual obligations, which include the payment of royalties and taxes to the government and the satisfaction of certain mining, environmental, safety and health requirements.

Recently adopted Indonesian laws and regulations conflict with the mining rights established under the COW. Although the COW grants to PT-FI the unencumbered right to operate in accordance with the COW, government agencies have sought and may continue to seek to impose additional restrictions on PT-FI that could affect exploration and operating requirements. For further discussion, refer to the above risk factor "Because our Grasberg minerals district is a significant operating asset, our business may continue to be adversely affected by political, economic and social uncertainties and security risks in Indonesia."

At times, certain government officials and others in Indonesia have questioned the validity of contracts entered into by the Indonesian government prior to May 1998 ( i.e., during the Suharto regime, which lasted over 30   years), including PT-FI's COW, which was signed in December 1991. We cannot provide assurance that the validity of, or our compliance with, the COW will not be challenged for political or other reasons.

PT-FI's COW requires that disputes with the Indonesian government be submitted to international arbitration. Accordingly, if a dispute arises under the COW, we face the risk of having to submit to the jurisdiction of an international arbitration panel, and if we prevail in such a dispute, we will face the additional risk of having to enforce the judgment of an international arbitration panel against Indonesia within its own territory. Additionally, our operations may be materially and adversely affected while resolution of a dispute is pending, and such a dispute could be pending for years.

The Tenke Fungurume (Tenke) minerals district is located in the Southeast region of the DRC, and may be adversely affected by security risks and political, economic and social instability in the DRC.

Since gaining independence in 1960, the DRC has undergone outbreaks of violence, changes in national leadership and financial crises. The DRC held its first democratic elections in 2006. President Joseph Kabila, elected in 2006 and currently serving his second five-year term, is not eligible under the DRC constitution for reelection. The next presidential election is scheduled to be held in November 2016 but recent reports indicate that the government may delay the elections, which could lead to additional unrest. These factors heighten the risk of abrupt changes in the national policy toward foreign investors, which in turn could result in unilateral modification of concessions or contracts, increased taxation, denial of permits or permit renewals or expropriation of assets. As part of a review of all mining contracts by the Ministry of Mines (the Ministry) in the DRC, in February 2008, we received notification that the Ministry wished to renegotiate several material provisions of Tenke Fungurume Mining S.A.'s (TFM) mining contracts. In October 2010, the DRC government concluded its review of TFM's existing mining contracts and confirmed that they were in good standing. In connection with the review, several amendments were made to TFM s mining contracts and governing documents, and in March 2012, FCX's effective ownership in TFM was reduced from 57.75 percent to 56 percent.



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Political, economic, social and security risks in the DRC are generally outside of our control and could adversely affect our business. These risks include legal and regulatory uncertainties with limited effective recourse through the courts; exposure to an environment of governmental corruption and bribery; unwarranted attempts to increase taxes or make claims for fees and penalties by governmental officials, including retroactive claims; administrative disputes; security risks resulting from political instability; risks associated with illegal mining activity on Tenke's concession; and risk of loss because of civil strife, acts of war, guerrilla activities, insurrection and terrorism.

In addition to ongoing conflict in the eastern region of the DRC, there have been acts of violence in the Southeast region of the DRC where the Tenke minerals district is located. The safety of our workforce at all of our operations is our highest priority, and TFM works cooperatively with government officials to address security issues; however, no assurance can be given that conflict or random acts of violence will not occur near or impact Tenke's operations.

Accordingly, our Tenke operations and future development activities at the Tenke minerals district may be substantially affected by factors beyond our control, any of which could interrupt TFM s operations or future development activities and have a material adverse effect on our results of operations and financial condition.

Operational risks

Our mining and oil and gas operations are subject to operational risks that could adversely affect our business.

Our mines are very large in scale and, by their nature are subject to significant operational risks, some of which are outside of our control, and many of which are not covered fully, or in some cases even partially, by insurance. These operational risks, which could materially and adversely affect our business, operating results and cash flow, include earthquakes, rainstorms, floods, and other natural disasters; equipment failures; accidents; wall failures and rock slides in our open-pit mines, and structural collapses of our underground mines or tailings impoundments; and lower than expected ore grades or recovery rates.

The waste rock (including overburden) and tailings produced in our mining operations represent our largest volume of waste. Managing the volume of waste rock and tailings presents significant environmental, safety and engineering challenges and risks. We maintain large leach pads and tailings impoundments containing viscous material, which are effectively large dams that must be engineered, constructed and monitored to assure structural stability and avoid leakages or structural collapse. Our tailings impoundments in arid areas must have effective programs to suppress fugitive dust emissions, and we must effectively monitor and treat acid rock drainage at all of our operations. In Indonesia, we use a river transport system for tailings management, which presents other risks, as discussed elsewhere in these risk factors.

The failure of tailings and other impoundments at any of our mining operations could cause severe property and environmental damage and loss of life, and we apply significant financial resources and both internal and external technical resources to the effective, safe management of all those facilities. The importance of careful design, management and monitoring of large impoundments was emphasized recently by large scale tailings dam failures at unaffiliated mines, which caused extensive property and environmental damage and resulted in the loss of life.

Our oil and gas operations are also subject to operating hazards, including well blowouts, cratering, explosions, fires, uncontrollable flows of oil, gas or well fluids and pipeline ruptures, as well as natural disasters such as earthquakes, mudslides and hurricanes. Our operations in California, including transportation of oil by pipelines within the city and county of Los Angeles, are especially susceptible to damage from earthquakes and involve increased risks of personal injury, property damage and marketing interruptions because of the population density of southern California. Our operations in the Gulf of Mexico (GOM) and Gulf Coast region are particularly susceptible to interruption and damage from hurricanes. Any of these operating hazards could cause personal injuries, fatalities, oil spills, discharge of hazardous substances into the air, soil, water and groundwater and other property or environmental damage, lost production and revenue, remediation and clean-up costs and liability for damages, all of which could adversely affect our financial condition and results of operations and may not be fully covered by our insurance.



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Labor unrest and activism could disrupt our operations and may adversely affect our business, financial condition, results of operations and prospects.

As of December 31, 2015 , 48 percent of our global labor force was covered by collective bargaining agreements and 4 percent of our global labor force was covered by agreements that expired in 2015 and are currently being negotiated or will expire during 2016, including the agreement covering employees at our El Abra mine in Chile. None of the employees of our oil and gas operations are represented by a union or covered by a collective labor agreement. Labor agreements are negotiated on a periodic basis, and may not be renewed on reasonably satisfactory terms to us or at all. If we do not successfully negotiate new collective bargaining agreements with our union workers, we may incur prolonged strikes and other work stoppages at our mining operations, which could adversely affect our financial condition and results of operations. Additionally, if we enter into a new labor agreement with any union that significantly increases our labor costs relative to our competitors, our ability to compete may be materially and adversely affected. Refer to Items 1. and 2., "Business and Properties," for additional information regarding labor matters, and expiration dates of such agreements.

We could also experience labor disruptions such as work stoppages, work slowdowns, union organizing campaigns, strikes, or lockouts which could adversely affect our operations. For example, our PT-FI operations were affected by work stoppages in 2011 and during first-quarter 2012. In October 2014, a large percentage of Grasberg open-pit operators did not report to their scheduled shifts, notwithstanding approval of resumption of operations by Indonesian authorities upon completion of their investigation of a fatal haul truck accident that occurred near the Grasberg open pit. Significant reductions in productivity or protracted work stoppages at one or more of our operations could significantly reduce our production and sales volumes, which could adversely affect our business, financial condition and results of operations.

Our mining operations depend on the availability of secure water supplies.

Our mining operations require physical availability and secure legal rights to significant quantities of water for mining and ore processing activities, and related support facilities. Most of our North and South America mining operations are in areas where competition for water supplies is significant. Continuous production at our mines is dependent on many factors, including our ability to maintain our water rights and claims, and the continuing physical availability of the water supplies.

In Arizona, where our operations use both surface and ground water, we are a participant in two active general stream adjudications in which the Arizona courts have been attempting, for over 40 years, to quantify and prioritize surface water claims for two of the state's largest river systems, which primarily affect our Morenci, Safford, Sierrita and Miami mines. The adjudications are addressing the state law claims of thousands of competing users, including us, as well as significant federal water claims that are potentially adverse to the state law claims of both surface water and groundwater users. Groundwater is treated differently from surface water under Arizona law, which historically allowed land owners to pump unlimited quantities of subsurface water, subject only to the requirement of putting it to "reasonable use." However, court decisions in one of the adjudications have concluded that underground water is often hydrologically connected to surface water so that it actually is surface water and is therefore subject to the Arizona doctrine of prior appropriation, as a result of which it would be subject to the adjudication and potentially unavailable to groundwater pumpers in the absence of valid surface water claims, which historic groundwater pumpers typically do not have. Any re-characterization of groundwater as surface water could affect the ability of consumers, farmers, ranchers, municipalities, and industrial users like us to continue to access water supplies that have been relied on for decades. Because we are a user of both groundwater and surface water in Arizona, we are an active participant in the adjudication proceedings.

Water for our Cerro Verde operation in Peru comes from renewable sources through a series of storage reservoirs on the Rio Chili watershed that collects water primarily from seasonal precipitation. As a result of occasional drought conditions, temporary supply shortages are possible that could affect our Cerro Verde operations. In January 2016, the Peruvian government declared a temporary state of emergency with respect to the water supply in the Rio Chili Basin because of drought conditions. As a result, the Cerro Verde water rights from the Rio Chili were temporarily decreased by 18 percent beginning in February 2016. The Peruvian government will continue to evaluate supply availability in the subsequent months dependent on monthly precipitation.

Water for our El Abra mining operation in Chile comes from the continued pumping of groundwater from the Salar de Ascotán aquifer. In 2010, El Abra obtained regulatory approval, for the continued pumping of groundwater from the Salar de Ascotán aquifer for its sulfide processing plant, which began operations in 2011. The agreement to


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pump from this aquifer is subject to continued monitoring of the aquifer level to ensure that environmentally sensitive areas are not impacted by our pumping. If impact occurs, we would have to reduce pumping to restore water levels which could affect production from El Abra.

Although we typically have sufficient water for our Indonesian operations, lower rainfall resulting from El Niño weather conditions in the second half of 2015 has impacted operations and may continue to impact operations in 2016.

Although each of our mining operations currently has access to sufficient water supplies to support current operational demands, as discussed above some supplies are subject to adjudication proceedings, the outcome of which we cannot predict, and the availability of additional supplies that may be required for potential future expansions is uncertain. The loss of a water right or currently available water supply could force us to curtail operations or force premature closures, thereby increasing and/or accelerating costs or foregoing profitable operations.

In addition to the usual risks encountered in the mining industry, our Indonesia and Africa mining operations involve additional risks because they are located in very remote areas and, in Indonesia, unusually difficult terrain.

The Grasberg minerals district is located in steep mountainous terrain in a remote area of Indonesia. These conditions have required us to overcome special engineering difficulties and develop extensive infrastructure facilities. In addition, the area receives considerable rainfall, which has led to periodic floods and mudslides. The mine site is also in an active seismic area and has experienced earth tremors from time to time. Our insurance may not sufficiently cover an unexpected natural or operating disaster.

Underground mining operations can be particularly dangerous, and in May 2013, a tragic accident, which resulted in 28 fatalities and 10 injuries, occurred at PT-FI when the rock structure above the underground ceiling of a training facility collapsed. PT-FI temporarily suspended mining and processing activities at the Grasberg complex to conduct inspections and resumed open-pit mining and concentrating activities on June 24, 2013, and underground operations on July 9, 2013. No assurance can be given that similar events will not occur in the future.

The Tenke minerals district is located in a remote area of the DRC and is subject to challenges, such as severely limited infrastructure, including road, bridge and rail access that is in disrepair and receives minimal maintenance; limited and unreliable energy supply from antiquated equipment and from power distribution corridors that are not maintained; difficulties in attracting and retaining experienced personnel; security risks; and limited health care in an area plagued by disease and other potential endemic health issues, including malaria, cholera and HIV.

Additionally, because of limited rail access, we currently truck a significant portion of the production from the Tenke minerals district approximately 1,900 miles to ports in South Africa. The Tenke minerals district and its future development may be substantially affected by factors beyond our control, which could adversely affect its contribution to our operating results and increase the cost of future development.

We must continually replace reserves depleted by production, but our exploration activities may not result in additional discoveries.

Our existing mineral and oil and natural gas reserves will be depleted over time by production from our operations. Because our profits are derived from our mining and oil and gas operations, our ability to replenish our reserves is essential to our long-term success. Our exploration projects involve many risks, require substantial expenditures and may not result in the discovery of additional deposits or reservoirs that can be produced profitably. We may not be able to discover, enhance, develop or acquire reserves in sufficient quantities to maintain or grow our current reserve levels, which could negatively affect our business and prospects.

Development projects are inherently risky and may require more capital than anticipated, which could adversely affect our business.

Consolidated capital expenditures are expected to approximate $3.4 billion for 2016, including $1.9 billion from the mining business (reflecting $1.4 billion for major projects primarily for underground development activities at Grasberg and remaining costs for the Cerro Verde expansion and $0.5 billion for sustaining capital) and $1.5 billion for oil and gas operations.


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There are many risks and uncertainties inherent in all development projects. The economic feasibility of development projects is based on many factors, including the accuracy of estimated reserves, estimated capital and operating costs, and estimated future prices of the relevant commodity. The capital expenditures and time required to develop new mines, wells, or other projects are considerable, and changes in costs or construction or drilling schedules can adversely affect project economics.

New development projects have no operating history upon which to base estimates of future cash flow. The actual costs, production rates and economic returns of our development projects may differ materially from our estimates, which may have a material adverse impact on our business and results of operations.

Operations in the Deepwater GOM present greater operating risks than operations in the shallower waters or onshore. In addition, our shallow water and onshore operations that target ultra-deep prospects involve greater risks and costs than conventional GOM Shelf and onshore Gulf Coast prospects.

The Deepwater GOM presents significant challenges because of risks associated with geological complexity, water depth and higher drilling and development costs. For example, in April 2010, the Deepwater Horizon, an unaffiliated offshore drilling rig located in the Deepwater GOM, sank following an explosion and fire, resulting in fatalities and the discharge of substantial amounts of oil into the GOM until mid-July 2010 when the flow of oil was finally stopped. The U.S. Department of Interior imposed a moratorium on deepwater drilling from May through October 2010 and also issued a series of rules and notices to lessees and operators imposing new and more stringent regulatory safety and performance requirements and permitting procedures for new wells to be drilled in the Deepwater GOM, all of which significantly and adversely disrupted oil and gas exploration activities in the GOM and resulted in increased costs.

The Deepwater GOM also lacks the infrastructure present in shallower waters, which can result in significant delays in obtaining or maintaining production. As a result, deepwater operations may require significant time between a discovery and marketability, thereby increasing the financial risk of these operations.

Our operations are subject to extensive regulations, some of which require permits and other approvals. These regulations increase our costs and in some circumstances may delay or suspend our operations.

Our operations are subject to extensive and complex laws and regulations that are subject to change and to changing interpretation by governmental agencies and other bodies vested with broad supervisory authority. As a natural resource company, compliance with environmental legal requirements is an integral and costly part of our business. For additional information, see "Environmental risks." We are also subject to extensive regulation of worker health and safety, including the requirements of the U.S. Occupational Safety and Health Act and similar laws of other jurisdictions. In the U.S., the operation of our mines is subject to regulation by the U.S. Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977. MSHA inspects our mines on a regular basis and issues citations and orders when it believes a violation has occurred. If such inspections result in an alleged violation, we may be subject to fines and penalties and, in instances of alleged significant violations, our mining operations could be subject to temporary or extended closures.

Our oil and gas operations are subject to extensive laws and regulations that require, among other things, permits for the drilling and operation of wells and bonding and insurance to drill, operate and plug and abandon wells, and that regulate the safety of our pipelines. Our U.S. offshore operations in federal waters are subject to broad regulation by the BOEM/BSEE, which among other things must issue permits in connection with our exploration, drilling, development and production plans. Under certain circumstances BOEM/BSEE may impose penalties and may suspend or terminate any of our operations on federal leases. Many other governmental bodies regulate our operations, and our failure to comply with these legal requirements can result in substantial penalties. In addition, new laws and regulations or changes to existing laws and regulations and new interpretations of existing laws and regulations by courts or regulatory authorities occur regularly, but are difficult to predict. Any such variations could have a material adverse effect on our business and prospects.

Our business may be adversely affected by information technology disruptions.

Cybersecurity incidents are increasing in frequency, evolving in nature and include, but are not limited to, installation of malicious software, unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the


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corruption of data. We have experienced cybersecurity incidents in the past and may experience them in the future. We believe we have implemented appropriate measures to mitigate potential risks. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we could be subject to manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our financial condition and results of operations.

Environmental risks

Our operations are subject to complex, evolving and increasingly stringent environmental laws and regulations. Compliance with environmental regulatory requirements involves significant costs and may constrain existing operations or expansion opportunities.

Our operations, both in the U.S. and internationally, are subject to extensive environmental laws and regulations governing the generation, storage, treatment, transportation and disposal of hazardous substances; solid waste disposal; air emissions; wastewater discharges; remediation, restoration and reclamation of environmental contamination, including oil spill cleanup; mine closures and reclamation; well plug and abandonment requirements; protection of endangered and protected species and designation of critical habitats; and other related matters. In addition, we must obtain regulatory permits and approvals to start, continue and expand operations.

Our Miami, Arizona smelter processes 44 percent of the aggregate copper concentrate produced by our North America copper mines. EPA regulations require us to invest in new pollution control equipment to reduce sulfur dioxide (SO 2 ) to meet both regional haze requirements and to allow the state of Arizona to demonstrate compliance with EPA's SO 2 ambient air quality standards. The deadline for the smelter to install the SO 2 pollution control equipment to comply with the regional haze rules is January 1, 2018. The Arizona rules for complying with the national ambient air quality standards are still being developed by state regulators and are subject to EPA approval, and it is not clear when they will become effective, but it is possible that they will be effective prior to January 1, 2018. We expect capital expenditures for this project (to meet both regulatory requirements) to total approximately $250 million, and we expect those expenditures to be made through 2018. If these expenditures are delayed or deferred for technical, financial or any other reasons, we may be forced to curtail production at the Miami smelter, which would require us to export concentrate rather than process it ourselves and to purchase sulphuric acid that would otherwise be generated during the smelting process, which would result in increased production costs.

Laws such as CERCLA and similar state laws may expose us to joint and several liability for environmental damages caused by previous owners or operators of properties we acquired or are currently operating or at sites where we sent materials for processing, recycling or disposal. As discussed in more detail in the next risk factor, we have substantial obligations for environmental remediation on mining properties previously owned or operated by Freeport Minerals Corporation (FMC) and certain of its affiliates. Some of our onshore California oil and gas fields have been in operation for more than 100 years, and legal requirements may require substantial expenditures to remediate the properties or to otherwise comply with these requirements. Noncompliance with these laws and regulations could result in material penalties or other liabilities. In addition, compliance with these laws may from time to time result in delays in or changes to our development or expansion plans. Compliance with these laws and regulations imposes substantial costs, which we expect will continue to increase over time because of increased regulatory oversight, adoption of increasingly stringent environmental standards, as well as other factors.

New or revised environmental regulatory requirements are frequently proposed, many of which result in substantially increased costs for our business, including those regarding financial assurance in the financial risk factor above. In addition, in 2015, the EPA promulgated rules that could reclassify certain mineral processing materials as "hazardous waste" under the Federal Resource Conservation and Recovery Act and subject the industry to significant new and costly waste management requirements. These rules are currently being challenged by multiple parties in court; however, if the legal challenges are unsuccessful, the reclassification of certain mineral processing materials as “hazardous waste’” could materially increase costs at our U.S. copper and molybdenum processing facilities.

The EPA also recently adopted rules that bring remote “tributaries” into the regulatory definition of “waters of the United States” that are protected by the Clean Water Act, thereby imposing significant additional restrictions on waterway discharges and land uses, and is in many ways aggressively attempting to expand its regulatory authority over air quality, water quality and solid wastes, among other things. Regulations are also being considered at various governmental levels to increase federal financial responsibility requirements both for mine closure and reclamation and for oil and gas decommissioning, and to increase regulation of or prohibit hydraulic fracturing.


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Adoption of these or similar new environmental regulations or more stringent application of existing regulations may materially increase our costs, threaten certain operating activities and constrain our expansion opportunities.

In February 2016, the Department of the Interior's Fish & Wildlife Service (FWS) adopted final rules that broaden the regulatory definitions of "critical habitat" and "destruction or adverse modification," both of which are integral to the FWS's implementation of the Endangered Species Act, which protects federally-listed endangered and threatened species. The new rules increase FWS's discretion to limit uses of land and water courses that may become suitable habitat for listed species in the future, or that are occasionally used by protected species. The new rules may limit the ability of landowners, including us, to obtain federal permits or authorizations needed for expansion of our operations, and may also affect our ability to obtain, retain or deliver water to some operations.

During 2015 , we incurred environmental capital expenditures and other environmental costs (including our joint venture partners' shares) to comply with applicable environmental laws and regulations that affect our operations of $421 million , compared with $405 million in 2014 and $595 million in 2013 . For 2016 , we expect to incur approximately $495 million of aggregate environmental capital expenditures and other environmental costs. The timing and amounts of estimated payments could change as a result of changes in regulatory requirements, changes in scope and costs of reclamation and plug and abandonment activities, the settlement of environmental matters and the rate at which actual spending occurs on continuing matters.

We incur significant costs for remediating environmental conditions on mining properties that have not been operated in many years.

FMC and its subsidiaries, and many of their affiliates and predecessor companies have been involved in exploration, mining, milling, smelting and manufacturing in the U.S. for more than a century. Activities that occurred in the late 19th century and the 20th century prior to the advent of modern environmental laws were not subject to environmental regulation and were conducted before American industrial companies fully understood the long-term effects of their operations on the surrounding environment.

With the passage of CERCLA in 1980, companies like FMC became legally responsible for remediating hazardous substances released into the environment from properties owned or operated by them as well as properties where they arranged for disposal of such substances, irrespective of when the release to the environment occurred or who caused it. That liability is often asserted on a joint and several basis with other prior and subsequent owners, operators and arrangers, meaning that each owner or operator of the property is, and each arranger may be, held fully responsible for the remediation, although in many cases some or all of the other responsible parties no longer exist, do not have the financial ability to respond or cannot be found. As a result, because of our acquisition of FMC in 2007, many of the subsidiary companies we now own are potentially responsible for a wide variety of environmental remediation projects throughout the U.S., and we expect to spend substantial sums annually for many years to address those remediation issues. We are also subject to claims where the release of hazardous substances is alleged to have damaged natural resources. At December 31, 2015 , we had more than 100 active remediation projects (including damaged natural resource claims) in 26 U.S. states. In addition, FMC and certain affiliates and predecessor companies were parties to agreements relating to the transfer of businesses or properties, which contained indemnification provisions relating to environmental matters, and which from time to time become the source of claims against us.

At December 31, 2015 , we had $1.2 billion recorded in our consolidated balance sheet for environmental obligations attributable to CERCLA or analogous state programs and for estimated future costs associated with environmental matters at closed facilities or closed portions of certain operating facilities. Our environmental obligation estimates are primarily based upon:

Our knowledge and beliefs about complex scientific and historical facts and circumstances that in many cases occurred many decades ago;

Our beliefs and assumptions regarding the nature, extent and duration of remediation activities that we will be required to undertake and the estimated costs of those remediation activities, which are subject to varying interpretations; and

Our beliefs regarding the requirements that are imposed on us by existing laws and regulations and, in some cases, the clarification of uncertain regulatory requirements that could materially affect our environmental obligation estimates.


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Significant adjustments to these estimates are likely to occur in the future as additional information becomes available. The actual environmental costs may exceed our current and future accruals for these costs, and any such changes could be material.

In addition, remediation standards imposed by the EPA and state environmental agencies have generally become more stringent over time and may become even more stringent in the future. Imposition of more stringent remediation standards poses a risk that additional remediation work could be required at our active remediation sites and at sites that we have already remediated to the satisfaction of the responsible governmental agencies, and may increase the risk of toxic tort litigation.

Refer to Note 12 for further discussion of our environmental obligations.

Our Indonesia mining operations create difficult and costly environmental challenges, and future changes in environmental laws, or unanticipated environmental impacts from those operations, could require us to incur increased costs.

Mining operations on the scale of our Indonesia operations involve significant environmental risks and challenges. Our primary challenge is to dispose of the large amount of crushed and ground rock material, called tailings, that results from the process by which we physically separate the copper-, gold- and silver-bearing materials from the ore that we mine. Our tailings management plan, which has been approved by the Indonesian government, uses the unnavigable river system in the highlands near our mine to transport the tailings to an engineered area in the lowlands where the tailings and natural sediments are managed in a deposition area. Lateral levees have been constructed to help contain the footprint of the tailings and to limit their impact in the lowlands.

Another major environmental challenge is managing overburden, which is the rock that must be moved aside in the mining process to reach the ore. In the presence of air, water and naturally occurring bacteria, some overburden can generate acid rock drainage, or acidic water containing dissolved metals that, if not properly managed, can adversely affect the environment. In addition, overburden stockpiles are subject to erosion caused by the large amounts of rainfall, with the eroded stockpile material eventually being deposited in the lowlands tailings management area; this additional material, while predicted in our environmental studies, could influence the deposition of finer tailings material in the estuary.

From time to time, certain Indonesian government officials have raised questions with respect to our tailings and overburden management plans, including a suggestion that we implement a pipeline system rather than the river transport system for tailings management and disposition. Because our Indonesia mining operations are remotely located in steep mountainous terrain and in an active seismic area, a pipeline system would be costly, difficult to construct and maintain, and more prone to catastrophic failure, and could therefore involve significant potentially adverse environmental issues. Based on our own studies and others conducted by third parties, we do not believe that a pipeline system is necessary or practical.

Regulation of greenhouse gas emissions and climate change issues may increase our costs and adversely   affect our operations.

Many scientists believe that emissions from the combustion of carbon-based fuels contribute to greenhouse effects and, therefore, contribute to climate change. Carbon-based energy is a significant input in our operations, and our revenues include sales of oil, natural gas liquids and natural gas, and other carbon-based energy products. The potential physical impacts of climate change on our operations are highly uncertain, and would vary by operation based on particular geographic circumstances. As a result of the Paris Agreement reached during the 21 st Conference of the Parties to the United Nations Framework Convention on Climate Change in 2015, a number of governments have pledged "Nationally Determined Contributions" to control and reduce greenhouse gas emissions. In the U.S., the EPA has finalized regulations governing greenhouse gas emissions from new, modified, and existing power plants. While these rules are being challenged in court, increased regulation of greenhouse gas emissions may increase our costs and may also affect the demand for the oil and gas we produce.



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Other risks

Our holding company structure may impact our ability to service debt and our stockholders ability to receive dividends .

We are a holding company with no material assets other than the capital stock of our subsidiaries. As a result, our ability to repay our indebtedness and pay dividends is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, loan, debt repayment or otherwise. Our subsidiaries do not have any obligation to make funds available to us to repay our indebtedness or pay dividends. Dividends from subsidiaries that are not wholly owned are shared with other equity owners. Cash at our international operations is also typically subject to foreign withholding taxes upon repatriation into the U.S.

In addition, our subsidiaries may not be able to, or be permitted to, make distributions to us or repay loans to us, to enable us to repay our indebtedness or pay dividends. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. Certain of our subsidiaries are parties to credit agreements that restrict their ability to make distributions or loan repayments to us if such subsidiary is in default under such agreements, to repay any subordinated loan we may make to such subsidiary unless specified conditions are met, or to transfer substantially all of the assets of such subsidiary without the consent of the lenders.
Our rights to participate in any distribution of our subsidiaries' assets upon their liquidation, reorganization or insolvency would generally be subject to the prior claims of the subsidiaries' creditors, including any trade creditors.

Anti-takeover provisions in our charter documents and Delaware law may make an acquisition of us more difficult.

Anti-takeover provisions in our charter documents and Delaware law may make an acquisition of us more difficult. These provisions:

Authorize the Board to issue preferred stock without stockholder approval and to designate the rights, preferences and privileges of each class; if issued, such preferred stock would increase the number of outstanding shares of our capital stock and could include terms that may deter an acquisition of us;

Establish advance notice requirements for nominations to the Board or for proposals that can be presented at stockholder meetings;

Limit who may call stockholder meetings; and

Require the approval of the holders of two thirds of our outstanding common stock to enter into certain business combination transactions, subject to certain exceptions, including if the consideration to be received by our common stockholders in the transaction is deemed to be a fair price.

These provisions may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, our common stock. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors other than the candidates nominated by the Board.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders from consummating a merger with, or acquisition of, us.

These provisions may deter an acquisition of us that might otherwise be attractive to stockholders.

Item 1B.  Unresolved Staff Comments.

Not applicable.



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Item 3. Legal Proceedings.

We are involved in numerous legal proceedings that arise in the ordinary course of our business or are associated with environmental issues arising from legacy operations conducted over the years by Freeport Minerals Corporation (FMC) and its affiliates. We are also involved periodically in inquiries, investigations and other proceedings initiated by or involving government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Management does not believe, based on currently available information, that the outcome of any legal proceeding will have a material adverse effect on our financial condition; although individual outcomes could be material to our operating results for a particular period, depending on the nature and magnitude of the outcome and the operating results for the period. Below is a discussion of our material water rights legal proceedings. Refer to Note 12 for discussion of our other material legal proceedings.

Water Rights Legal Proceedings

Our operations in the western United States (U.S.) require significant secure quantities of water for mining, ore processing and related support facilities. Continuous operation of our mines is dependent on, among other things, our ability to maintain our water rights and claims and the continuing physical availability of the water supplies. In the arid western U.S., where certain of our mines are located, water rights are often contested, and disputes over water rights are generally time-consuming, expensive and not necessarily dispositive unless they resolve both actual and potential claims. The loss of a water right, or a currently available water supply could force us to curtail operations, or force premature closures, thereby increasing and/or accelerating costs or foregoing profitable operations.

At our North America operations, certain of our water supplies are supported by surface water rights, which give us the right to use public waters for a statutorily defined beneficial use at a designated location. In Arizona, where our operations use both surface and groundwater, we are a participant in two active general stream adjudications in which the Arizona courts have been attempting, for over 40 years, to quantify and prioritize surface water claims for two of the state's largest river systems, which primarily affect our Morenci, Safford, Sierrita and Miami mines. The adjudications are addressing the state law claims of thousands of competing users, including us, as well as significant federal water claims that are potentially adverse to the state law claims of both surface water and groundwater users. Groundwater is treated differently from surface water under Arizona law, which historically allowed land owners to pump unlimited quantities of subsurface water, subject only to the requirement of putting it to "reasonable use." However, court decisions in one of the adjudications have concluded that underground water is often hydrologically connected to surface water so that it actually is surface water and is therefore subject to the Arizona doctrine of prior appropriation, as a result of which it would be subject to the adjudication and potentially unavailable to groundwater pumpers in the absence of valid surface water claims, which historic groundwater pumpers typically do not have. Any re-characterization of groundwater as surface water could affect the ability of consumers, farmers, ranchers, municipalities, and industrial users like us to continue to access water supplies that have been relied on for decades. Because we are a user of both groundwater and surface water in Arizona, we are an active participant in the adjudication proceedings.

In Re the General Adjudication of All Rights to Use Water in the Little Colorado Water System and Sources , Apache County, Superior Court, No. 6417, filed on or about February 17, 1978. The principal parties, in addition to us, include: the state of Arizona; the Salt River Project; the Arizona Public Service Company; the Navajo Nation, the Hopi Indian Tribe; the San Juan Southern Paiute Tribe; and the U.S. on behalf of those tribes, on its own behalf, and on behalf of the White Mountain Apache Tribe. This case involves adjudication of water rights claims, including federal claims, in the Little Colorado River watershed.

In Re The General Adjudication of All Rights to Use Water in the Gila River System and Sources , Maricopa County, Superior Court, Cause Nos. W-1 (Salt), W-2 (Verde), W-3 (Upper Gila), and W-4 (San Pedro). This case was originally initiated in 1974 with the filing of a petition with the Arizona State Land Department and was consolidated and transferred to the Maricopa County Superior Court in 1981. The principal parties, in addition to us, include: the state of Arizona; the Gila Valley Irrigation District; the Franklin Irrigation District; the San Carlos Irrigation and Drainage District; the Salt River Project; the San Carlos Apache Tribe; the Gila River Indian Community (GRIC); and the U.S. on behalf of those tribes, on its own behalf, and on behalf of the White Mountain Apache Tribe, the Fort McDowell Mohave-Apache Indian Community, the Salt River Pima-Maricopa Indian Community, and the Payson Community of Yavapai Apache Indians.



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Prior to January 1, 1983, various Indian tribes filed suits in the U.S. District Court in Arizona claiming superior rights to water being used by many other water users, including us, and claiming damages for prior use in derogation of their allegedly superior rights. These federal proceedings have either been stayed pending the Arizona Superior Court adjudications or have been settled.

The Maricopa County Superior Court issued a decision in 2005 in the Gila River adjudication that directed the Arizona Department of Water Resources (ADWR) to prepare detailed recommendations regarding the delineation of the “sub-flow” zone of the San Pedro River Basin, a tributary of the Gila River. According to the court, the sub-flow zone is the subsurface area adjacent to the river where the court may find that groundwater is connected to the surface water such that groundwater pumping may reduce surface flows in violation of rights of holders of surface water rights. Although we have minimal interests in the San Pedro River Basin, a decision that re-characterizes groundwater in that basin as surface water may set a precedent for other river systems in Arizona that could have material implications for many commercial, industrial, municipal and agricultural users of groundwater, including our Arizona operations.

ADWR produced its recommendations in June 2009 which were objected to by numerous parties. Following this and other court rulings in 2012 and 2013, ADWR submitted a revised report in 2014. The court held hearings in 2015 to address the parties' comments and objections, and the issue is currently under advisement with the court. Also in 2014, ADWR submitted a proposal for the next projects that it believes should be undertaken in the case, including the development of procedures for "cone of depression" analyses to determine whether a well located outside of the subflow zone creates a cone of depression that intersects the subflow zone and causes a drawdown in the subflow of the river. Based on the cone of depression analyses, wells outside of the subflow zone could be subject to the jurisdiction of the adjudication court, which might then require the owners of those wells to either demonstrate a valid surface water claim to support the pumping, refrain from pumping or pay damages. On November 6, 2014, the court held a hearing to address the parties’ comments to ADWR’s revised report. In May 2015, ADWR submitted a report concerning cone of depression testing, and in November 2015, several parties, including us, submitted comments to that report.
As part of the Gila River adjudication, the U.S. has asserted numerous claims for express and implied "reserved" surface water and groundwater rights on non-Indian federal lands throughout Arizona. These claims are related to reservations of federal land for specific purposes ( e.g. , national parks, military bases and wilderness areas). Unlike state law-based water rights, federal reserved water rights are given priority in the prior appropriation system based on the date the land was reserved, not the date that water was first used on the land. In addition, federal reserved water rights, if recognized by the court, may enjoy greater protection from groundwater pumping than is accorded to state law-based water rights.

Because federal reserved water rights have not yet been quantified, the task of determining how much water each federal reservation may use has been left to the Gila River adjudication court. Several “contested cases” to quantify reserved water rights for particular federal reservations in Arizona are currently pending in the adjudication. For instance, In re Aravaipa Canyon Wilderness Area is a contested case to resolve the U.S.'s claims to water for the Aravaipa Canyon Wilderness Area. These claims went to trial in 2015 and the parties are awaiting a decision. In Re Fort Huachuca concerns the U.S.'s claims to water for an Army base and is scheduled for trial in 2016. In Re Redfield Canyon Wilderness Area and In Re San Pedro Riparian National Conservation Area concern the U.S.'s claims to two other federal reservations, and these cases are expected to go to trial in 2017.

In multiple instances, the U.S. asserts a right to all water in a particular watershed that was not effectively appropriated under state law prior to the establishment of the federal reservation. This creates risks for both surface water users and groundwater users because such expansive claims may severely impede current and future uses of water within the same watershed. Federal reserved rights present additional risks to water users aside from the significant quantities of water claimed by the U.S. Of particular significance, federal reserved rights enjoy greater protection from groundwater pumping than is accorded to state law-based water rights.

Because there are numerous federal reservations in watersheds across Arizona, the reserved water right claims of the U.S. pose a significant risk to multiple operations, including Morenci and Safford in the Upper Gila River watershed, and Sierrita in the Santa Cruz watershed. Because federal reserved water rights may adversely affect water uses at each of these operations, we have been actively involved in litigation over these claims.

Given the legal and technical complexity of these adjudications, their long history, and their long-term legal, economic and political implications, it is difficult to predict the timing or the outcome of these proceedings. If we are


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unable to satisfactorily resolve the issues being addressed in the adjudications, our ability to pump groundwater could be diminished or curtailed, and our operations at Morenci, Safford, Sierrita and Miami could be adversely affected unless we are able to acquire alternative resources.
Item 4. Mine Safety Disclosures.

The safety and health of all employees is our highest priority. Management believes that safety and health considerations are integral to, and compatible with, all other functions in the organization and that proper safety and health management will enhance production and reduce costs. Our approach towards the health and safety of our workforce is to continuously improve performance through implementing robust management systems and providing adequate training, safety incentive and occupational health programs.

Our objective is zero work place injuries and occupational illnesses. We measure progress toward achieving our objective against regularly established benchmarks, including measuring company-wide Total Recordable Incident Rates (TRIR). Our TRIR (including contractors) was 0.56 per 200,000 man-hours worked in 2015 and 2014 , and 0.74 per 200,000 man-hours worked in 2013 . The metal mining sector industry average reported by the U.S. Mine Safety and Health Administration (MSHA) was 2.23 per 200,000 man-hours worked in 2014 and 2.39 per 200,000 man-hours worked in 2013 . The metal mining sector industry average for 2015 was not available at the time of this filing.

Refer to Exhibit 95.1 for mine safety disclosures required in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.

Executive Officers of the Registrant.

Certain information as of February 19, 2016 , about our executive officers is set forth in the following table and accompanying text:
Name
 
Age
 
Position or Office
Richard C. Adkerson
 
69
 
Vice Chairman of the Board, President and Chief Executive Officer
Kathleen L. Quirk
 
52
 
Executive Vice President, Chief Financial Officer and Treasurer
Harry M. "Red" Conger, IV
 
60
 
President and Chief Operating Officer - Americas and Africa Mining
Michael J. Arnold
 
63
 
Executive Vice President and Chief Administrative Officer
James C. Flores
 
56
 
FCX Oil & Gas Inc. Chairman of the Board and Chief Executive Officer

Richard C. Adkerson has served as Vice Chairman of the Board since June 2013, President since January 2008 and also from April 1997 to March 2007, Chief Executive Officer since December 2003 and a director since October 2006. Mr. Adkerson previously served as Chief Financial Officer from October 2000 to December 2003. Mr. Adkerson served as Co-Chairman of the Board of McMoRan Exploration Co. (MMR) from September 1998 until FCX's acquisition of MMR in 2013.

Kathleen L. Quirk has served as Executive Vice President since March 2007, Chief Financial Officer since December 2003 and Treasurer since February 2000. Ms. Quirk previously served as Senior Vice President from December 2003 to March 2007. Ms. Quirk served as the Senior Vice President of MMR from April 2002 and as Treasurer from January 2000 until FCX's acquisition of MMR in 2013.

Harry M. "Red" Conger, IV has served as Chief Operating Officer - Americas and Africa Mining since July 2015, and as President - Americas since 2007. He has also served as President and Chief Operating Officer - Rod and Refining since 2014. Prior to 2007, he served in a number of senior operations positions at Phelps Dodge Corporation.

Michael J. Arnold has served as Executive Vice President since March 2007 and   Chief Administrative Officer since December 2003.

James C. Flores has served as FCX Oil & Gas Inc. (FM O&G) Chief Executive Officer since June 2013 and as FM O&G Chairman of the Board since October 2015. He served as Vice Chairman of the Board of FCX from June 2013 to October 2015, and as President of FM O&G from June 2013 to July 2015. Mr. Flores previously served as


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Chairman of the Board, President and Chief Executive Officer of Plains Exploration & Production Company (PXP) from September 2002 until FCX's acquisition of PXP in 2013.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Unregistered Sales of Equity Securities

None.

Common Stock

Our common shares trade on the New York Stock Exchange (NYSE) under the symbol “FCX.” The FCX share price is reported daily in the financial press under “FMCG” in most listings of NYSE securities. The table below shows the NYSE composite tape common share price ranges during 2015 and 2014 :
 
 
2015
 
2014
 
 
High
 
Low
 
High
 
Low
First Quarter
 
$23.72
 
$16.43
 
$38.09
 
$30.38
Second Quarter
 
$23.97
 
$18.11
 
$36.51
 
$32.35
Third Quarter
 
$18.84
 
$7.76
 
$39.32
 
$32.29
Fourth Quarter
 
$14.20
 
$6.08
 
$32.91
 
$20.94

At February 19, 2016 , there were 14,544 holders of record of our common stock.

Common Stock Dividends

The declaration of dividends is at the discretion of the FCX Board of Directors (the Board) and will depend on our financial results, cash requirements, future prospects and other factors deemed relevant by the Board. In February 2012, the Board authorized an increase in the cash dividend on our common stock to an annual rate of $1.25 per share ($0.3125 per share quarterly). The Board declared a one-time special cash dividend of $0.1105 per share related to the settlement of the shareholder derivative litigation, which was paid in August 2015. In March 2015, the Board reduced the annual common stock dividend to $0.20 per share ($0.05 per share quarterly), and in December 2015, the Board suspended the annual common stock dividend. The Board will review its financial policy on an ongoing basis.
Below is a summary of dividends on FCX common stock for 2015 and 2014 :
 
 
2015
 
 
Per Share
Amount
 
Record Date
 
Payment Date
First Quarter
 
$0.3125
 
01/15/2015
 
02/02/2015
Second Quarter
 
$0.0500
 
04/15/2015
 
05/01/2015
Special Dividend
 
$0.1105
 
07/15/2015
 
08/03/2015
Third Quarter
 
$0.0500
 
07/15/2015
 
08/03/2015
Fourth Quarter
 
$0.0500
 
10/15/2015
 
11/02/2015
 
 
2014
 
 
Per Share
Amount
 
Record Date
 
Payment Date
First Quarter
 
$0.3125
 
01/15/2014
 
02/03/2014
Second Quarter
 
$0.3125
 
04/15/2014
 
05/01/2014
Third Quarter
 
$0.3125
 
07/15/2014
 
08/01/2014
Fourth Quarter
 
$0.3125
 
10/15/2014
 
11/03/2014



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Issuer Purchases of Equity Securities

The following table sets forth information with respect to shares of FCX common stock purchased by us during the three months ended December 31, 2015 :
Period
 
(a) Total
Number of
Shares Purchased
 
(b) Average
Price Paid Per Share
 
(c) Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs a
 
(d) Maximum Number of Shares That May
Yet Be Purchased Under the Plans or Programs a
October 1-31, 2015
 

 
$

 

 
23,685,500

November 1-30, 2015
 

 
$

 

 
23,685,500

December 1-31, 2015
 

 
$

 

 
23,685,500

Total
 

 
$

 

 
23,685,500

a.
On July 21, 2008, the Board approved an increase in our open-market share purchase program for up to 30 million shares. The program does not have an expiration date.

Item 6. Selected Financial Data.

FREEPORT-McMoRan INC.
SELECTED FINANCIAL AND OPERATING DATA
 
Years Ended December 31,
 
 
2015
 
2014
 
2013 a
 
2012
 
2011
 
CONSOLIDATED FINANCIAL DATA
(In millions, except per share amounts)
 
Revenues
$
15,877

b  
$
21,438

b  
$
20,921

b  
$
18,010

 
$
20,880

 
Operating (loss) income
$
(13,382
)
b,c,d  
$
97

b,c,e  
$
5,351

b,c,f  
$
5,814

c,g  
$
9,140

c,h  
Net (loss) income
$
(12,089
)
 
$
(745
)
 
$
3,441

 
$
3,980

 
$
5,747

 
Net (loss) income attributable to common stockholders
$
(12,236
)
b,c,d,i  
$
(1,308
)
b,c,e,j,k  
$
2,658

b,c,f,j,k,l  
$
3,041

c,g,j,k  
$
4,560

c,h,j,k  
Basic net (loss) income per share attributable to common stockholders
$
(11.31
)
 
$
(1.26
)
 
$
2.65

 
$
3.20

 
$
4.81

 
Basic weighted-average common shares outstanding
1,082

 
1,039

 
1,002

 
949

 
947

 
Diluted net (loss) income per share attributable to common stockholders
$
(11.31
)
b,c,d,i  
$
(1.26
)
b,c,e,j,k  
$
2.64

b,c,f,j,k,l  
$
3.19

c,g,j,k  
$
4.78

c,h,j,k  
Diluted weighted-average common shares outstanding
1,082

 
1,039

 
1,006

 
954

 
955

 
Dividends declared per share of common stock
$
0.2605

 
$
1.25

 
$
2.25

 
$
1.25

 
$
1.50

 
Operating cash flows
$
3,220

 
$
5,631

 
$
6,139

 
$
3,774

 
$
6,620

 
Capital expenditures
$
6,353

 
$
7,215

 
$
5,286

 
$
3,494

 
$
2,534

 
At December 31:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
224

 
$
464

 
$
1,985

 
$
3,705

 
$
4,822

 
Property, plant, equipment and mining development costs, net
$
27,509

 
$
26,220

 
$
24,042

 
$
20,999

 
$
18,449

 
Oil and gas properties, net
$
7,093

 
$
19,274

 
$
23,359

 
$

 
$

 
Goodwill
$

 
$

 
$
1,916

 
$

 
$

 
Total assets
$
46,577

 
$
58,674

m  
$
63,385

m  
$
35,421

m  
$
32,038

m  
Total debt, including current portion
$
20,428

 
$
18,849

m  
$
20,618

m  
$
3,508

m  
$
3,505

m  
Redeemable noncontrolling interest
$
764

 
$
751

 
$
716

 
$

 
$

 
Total stockholders’ equity
$
7,828

 
$
18,287

 
$
20,934

 
$
17,543

 
$
15,642

 
The selected consolidated financial data shown above is derived from our audited consolidated financial statements. These historical results are not necessarily indicative of results that you can expect for any future period. You should read this data in conjunction with Items 7. and 7A. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures about Market Risks (MD&A) and Item 8. Financial Statements and Supplementary Data thereto contained in our annual report on Form 10-K for the year ended December 31, 2015. All references to income or losses per share are on a diluted basis, unless otherwise noted.
a.
Includes the results of FCX Oil & Gas Inc. (FM O&G) beginning June 1, 2013.


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b.
Includes net noncash mark-to-market (losses) gains associated with crude oil and natural gas derivative contracts totaling $(319) million ( $(198) million to net loss attributable to common stockholders or $(0.18) per share) for 2015 , $627 million ( $389 million to net loss attributable to common stockholders or $0.37 per share) for 2014 and $(312) million ( $(194) million to net income attributable to common stockholders or $(0.19) per share) for the seven-month period from June 1, 2013 , to December 31, 2013 .
c.
Includes net charges (credits) for adjustments to environmental obligations and related litigation reserves of $43 million ( $28 million to net loss attributable to common stockholders or $0.03 per share) in 2015 , $76 million ( $50 million to net loss attributable to common stockholders or $0.05 per share) in 2014 , $19 million ( $17 million to net income attributable to common stockholders or $0.02 per share) in 2013 , $(62) million ($(40) million to net income attributable to common stockholders or $(0.04) per share) in 2012 and $107 million ($86 million to net income attributable to common stockholders or $0.09 per share) in 2011.
d.
The year 2015 includes net charges totaling $13.8 billion to operating loss ($12.0 billion to net loss attributable to common stockholders or $11.11 per share) consisting of (i) $13.1 billion ( $11.6 billion to net loss attributable to common stockholders) for impairment of oil and gas properties, (ii) $338 million ( $217 million to net loss attributable to common stockholders) for adjustments to copper and molybdenum inventories, (iii) $188 million ( $117 million to net loss attributable to common stockholders) for charges at oil and gas operations primarily associated with other asset impairments and inventory write-downs, idle/terminated rig costs and prior year non-income tax assessments related to the California properties, (iv) $156 million ( $94 million to net loss attributable to common stockholders) for charges at mining operations primarily associated with asset impairment, restructuring and other net charges and (v) $18 million ( $12 million to net loss attributable to common stockholders) for executive retirement benefits, partly offset by (vi) a net gain of $39 million ( $25 million to net loss attributable to common stockholders) for the sale of the Luna Energy power facility.
e.
The year 2014 includes net charges totaling $4.8 billion to operating income ($3.6 billion to net loss attributable to common stockholders or $3.46 per share) consisting of (i) $3.7 billion ( $2.3 billion to net loss attributable to common stockholders) for impairment of oil and gas properties, (ii) $1.7 billion ( $1.7 billion to net loss attributable to common stockholders) to impair the full carrying value of goodwill, (ii) $46 million ( $29 million to net loss attributable to common stockholders) for charges at oil and gas operations primarily associated with idle/terminated rig costs and inventory write-downs and (iv) $6 million ( $4 million to net loss attributable to common stockholders) for adjustments to molybdenum inventories, partly offset by (v) net gains on sales of assets of $717 million ( $481 million to net loss attributable to common stockholders) primarily from the sale of our 80 percent interests in the Candelaria and Ojos del Salado mining operations.
f.
The year 2013 includes net charges totaling $232 million to operating income ($137 million to net income attributable to common stockholders or $0.14 per share) consisting of (i) $80 million ( $50 million to net income attributable to common stockholders) for transaction and related costs principally associated with our oil and gas acquisitions, (ii) $76 million ($49 million to net income attributable to common stockholders) associated with updated mine plans at Morenci that resulted in a loss in recoverable leach stockpiles, (iii) $37 million ( $23 million to net income attributable to common stockholders) for restructuring an executive employment arrangement, (iv) $36 million ( $13 million to net income attributable to common stockholders) associated with a labor agreement at Cerro Verde and (v) $3 million ($2 million to net income attributable to common stockholders) for adjustments to molybdenum inventories.
g.
The year 2012 includes net charges totaling $16 million to operating income ($8 million to net income attributable to common stockholders or $0.01 per share) associated with a labor agreement at Candelaria.
h.
The year 2011 includes net charges totaling $57 million to operating income ($19 million to net income attributable to common stockholders or $0.02 per share) consisting of (i) $116 million ($50 million to net income attributable to common stockholders) associated with labor agreements at PT Freeport Indonesia (PT-FI), Cerro Verde and El Abra, partly offset by (ii) a gain of $59 million ($31 million to net income attributable to common stockholders) for the settlement of an insurance claim for business interruption and property damage related to PT-FI's concentrate pipelines.
i.
The year 2015 includes a gain of $92 million ($92 million to net loss attributable to common stockholders or $0.09 per share) related to net proceeds received from insurance carriers and other third parties related to the shareholder derivative litigation settlement.
j.
Includes after-tax net gains (losses) on early extinguishment of debt totaling $3 million (less than $0.01 per share) in 2014 , $(28) million ( $(0.03) per share) in 2013 , $(149) million ( $(0.16) per share) in 2012 and $(60) million ($(0.06) per share) in 2011.
k.
As further discussed in "Consolidated Results - Provision for Income Taxes" contained in MD&A , amounts include net tax charges of $121 million ( $103 million net of noncontrolling interests or $0.10 per share) in 2014 and a net tax benefit of $199 million ( $0.20 per share) in 2013. In addition, the year 2012 includes a net tax benefit of $205 million ($98 million net of noncontrolling interests or $0.11 per share) primarily for adjustments to Cerro Verde's deferred income taxes, and the year 2011 includes a tax charge of $53 million ($49 million net of noncontrolling interests or $0.05 per share) for additional taxes associated with Cerro Verde's election to pay a special mining burden.
l.
The year 2013 includes a gain of $128 million ($0.13 per share) related to our preferred stock investments in and the subsequent acquisition of McMoRan Exploration Co.
m.
Amounts restated to reflect adoption of new accounting guidance for debt issuance costs, which reduced total debt and total assets by $121 million at December 31, 2014 , $88 million at December 31, 2013 , $19 million at December 31, 2012 , and $32 million at December 31, 2011 .


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  FREEPORT-McMoRan INC.
SELECTED FINANCIAL AND OPERATING DATA (Continued)
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
 
2012
 
2011
 
CONSOLIDATED MINING OPERATING DATA
 
 
 
 
 
 
 
 
 
 
Copper
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
4,017

 
3,904

 
4,131

 
3,663

 
3,691

 
Production (thousands of recoverable metric tons)
1,822

 
1,771

 
1,874

 
1,662

 
1,674

 
Sales, excluding purchases (millions of recoverable pounds)
4,070

 
3,888

 
4,086

 
3,648

 
3,698

 
Sales, excluding purchases (thousands of recoverable metric tons)
1,846

 
1,764

 
1,853

 
1,655

 
1,678

 
Average realized price per pound
$
2.42

 
$
3.09

 
$
3.30

 
$
3.60

 
$
3.86

 
Gold
 
 
 
 
 
 
 
 
 
 
Production (thousands of recoverable ounces)
1,257

 
1,214

 
1,250

 
958

 
1,383

 
Sales, excluding purchases (thousands of recoverable ounces)
1,247

 
1,248

 
1,204

 
1,010

 
1,378

 
Average realized price per ounce
$
1,129

 
$
1,231

 
$
1,315

 
$
1,665

 
$
1,583

 
Molybdenum
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
92

 
95

 
94

 
85

 
83

 
Sales, excluding purchases (millions of recoverable pounds)
89

 
95

 
93

 
83

 
79

 
Average realized price per pound
$
8.70

 
$
12.74

 
$
11.85

 
$
14.26

 
$
16.98

 
NORTH AMERICA COPPER MINES
 
 
 
 
 
 
 
 
 
 
Operating Data, Net of Joint Venture Interest
 
 
 
 
 
 
 
 
 
 
Copper
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
1,947

 
1,670

 
1,431

 
1,363

 
1,258

 
Production (thousands of recoverable metric tons)
883

 
757

 
649

 
618

 
571

 
Sales, excluding purchases (millions of recoverable pounds)
1,988

 
1,664

 
1,422

 
1,351

 
1,247

 
Sales, excluding purchases (thousands of recoverable metric tons)
902

 
755

 
645

 
613

 
566

 
Average realized price per pound
$
2.47

 
$
3.13

 
$
3.36

 
$
3.64

 
$
3.99

 
Molybdenum
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
37

 
33

 
32

 
36

 
35

 
100% Operating Data
 
 
 
 
 
 
 
 
 
 
Solution extraction/electrowinning (SX/EW) operations
 
 
 
 
 
 
 
 
 
 
Leach ore placed in stockpiles (metric tons per day)
909,900

 
1,005,300

 
1,003,500

 
998,600

 
888,300

 
Average copper ore grade (percent)
0.26

 
0.25

 
0.22

 
0.22

 
0.24

 
Copper production (millions of recoverable pounds)
1,134

 
963

 
889

 
866

 
801

 
Mill operations
 
 
 
 
 
 
 
 
 
 
Ore milled (metric tons per day)
312,100

 
273,800

 
246,500

 
239,600

 
222,800

 
Average ore grade (percent):
 
 
 
 
 
 
 
 
 
 
Copper
0.49

 
0.45

 
0.39

 
0.37

 
0.38

 
Molybdenum
0.03

 
0.03

 
0.03

 
0.03

 
0.03

 
Copper recovery rate (percent)
85.4

 
85.8

 
85.3

 
83.9

 
83.1

 
Copper production (millions of recoverable pounds)
972

 
828

 
642

 
592

 
549

 
SOUTH AMERICA MINING a
 
 
 
 
 
 
 
 
 
 
Copper
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
869

 
1,151

 
1,323

 
1,257

 
1,306

 
Production (thousands of recoverable metric tons)
394

 
522

 
600

 
570

 
592

 
Sales (millions of recoverable pounds)
871

 
1,135

 
1,325

 
1,245

 
1,322

 
Sales (thousands of recoverable metric tons)
395

 
515

 
601

 
565

 
600

 
Average realized price per pound
$
2.38

 
$
3.08

 
$
3.30

 
$
3.58

 
$
3.77

 
Gold
 
 
 
 
 
 
 
 
 
 
Production (thousands of recoverable ounces)

 
72

 
101

 
83

 
101

 
Sales (thousands of recoverable ounces)

 
67

 
102

 
82

 
101

 
Average realized price per ounce

 
$
1,271

 
$
1,350

 
$
1,673

 
$
1,580

 
Molybdenum
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
7

 
11

 
13

 
8

 
10

 
SX/EW operations
 
 
 
 
 
 
 
 
 
 
Leach ore placed in stockpiles (metric tons per day)
193,900

 
275,200

 
274,600

 
229,300

 
245,200

 
Average copper ore grade (percent)
0.44

 
0.48

 
0.50

 
0.55

 
0.50

 
Copper production (millions of recoverable pounds)
430

 
491

 
448

 
457

 
439

 
Mill operations
 
 
 
 
 
 
 
 
 
 
Ore milled (metric tons per day)
152,100

 
180,500

 
192,600

 
191,400

 
189,200

 
Average ore grade:
 
 
 
 
 
 
 
 
 
 
Copper (percent)
0.46

 
0.54

 
0.65

 
0.60

 
0.66

 
Gold (grams per metric ton)

 
0.10

 
0.12

 
0.10

 
0.12

 
Molybdenum (percent)
0.02

 
0.02

 
0.02

 
0.02

 
0.02

 
Copper recovery rate (percent)
81.5

 
88.1

 
90.9

 
90.1

 
89.6

 
Copper production (millions of recoverable pounds)
439

 
660

 
875

 
800

 
867

 
 
 
 
 
 
 
 
 
 
 
 


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  FREEPORT-McMoRan INC.
SELECTED FINANCIAL AND OPERATING DATA (Continued)
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
 
2012
 
2011
 
INDONESIA MINING
 
 
 
 
 
 
 
 
 
 
Operating Data, Net of Joint Venture Interest
 
 
 
 
 
 
 
 
 
 
Copper
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
752

 
636

 
915

 
695

 
846

 
Production (thousands of recoverable metric tons)
341

 
288

 
415

 
315

 
384

 
Sales (millions of recoverable pounds)
744

 
664

 
885

 
716

 
846

 
Sales (thousands of recoverable metric tons)
337

 
301

 
401

 
325

 
384

 
Average realized price per pound
$
2.33

 
$
3.01

 
$
3.28

 
$
3.58

 
$
3.85

 
Gold
 
 
 
 
 
 
 
 
 
 
Production (thousands of recoverable ounces)
1,232

 
1,130

 
1,142

 
862

 
1,272

 
Sales (thousands of recoverable ounces)
1,224

 
1,168

 
1,096

 
915

 
1,270

 
Average realized price per ounce
$
1,129

 
$
1,229

 
$
1,312

 
$
1,664

 
$
1,583

 
100% Operating Data
 
 
 
 
 
 
 
 
 
 
Ore milled (metric tons per day): b
 
 
 
 
 
 
 
 
 
 
Grasberg open pit
115,900

 
69,100

 
127,700

 
118,800

 
112,900

 
Deep Ore Zone underground mine
43,700

 
50,500

 
49,400

 
44,600

 
51,700

 
Deep Mill Level Zone underground mine
2,900

 

 

 

 

 
Big Gossan underground mine

 
900

 
2,100

 
1,600

 
1,500

 
Total
162,500

 
120,500

 
179,200

 
165,000

 
166,100

 
Average ore grade:
 
 
 
 
 
 
 
 
 
 
Copper (percent)
0.67

 
0.79

 
0.76

 
0.62

 
0.79

 
Gold (grams per metric ton)
0.79

 
0.99

 
0.69

 
0.59

 
0.93

 
Recovery rates (percent):
 
 
 
 
 
 
 
 
 
 
Copper
90.4

 
90.3

 
90.0

 
88.7

 
88.3

 
Gold
83.4

 
83.2

 
80.0

 
75.7

 
81.2

 
Production:
 
 
 
 
 
 
 
 
 
 
Copper (millions of recoverable pounds)
752

 
651

 
928

 
695

 
882

 
Gold (thousands of recoverable ounces)
1,232

 
1,132

 
1,142

 
862

 
1,444

 
AFRICA MINING
 
 
 
 
 
 
 
 
 
 
Copper
 
 
 
 
 
 
 
 
 
 
Production (millions of recoverable pounds)
449

 
447

 
462

 
348

 
281

 
Production (thousands of recoverable metric tons)
204

 
203

 
210

 
158

 
127

 
Sales (millions of recoverable pounds)
467

 
425

 
454

 
336

 
283

 
Sales (thousands of recoverable metric tons)
212

 
193

 
206

 
152

 
128

 
Average realized price per pound
$
2.42

 
$
3.06

 
$
3.21

 
$
3.51

 
$
3.74

 
Cobalt
 
 
 
 
 
 
 
 
 
 
Production (millions of contained pounds)
35

 
29

 
28

 
26

 
25

 
Sales (millions of contained pounds)
35

 
30

 
25

 
25

 
25

 
Average realized price per pound
$
8.21

 
$
9.66

 
$
8.02

 
$
7.83

 
$
9.99

 
Ore milled (metric tons per day)
14,900

 
14,700

 
14,900

 
13,000

 
11,100

 
Average ore grade (percent):
 
 
 
 
 
 
 
 
 
 
Copper
4.00

 
4.06

 
4.22

 
3.62

 
3.41

 
Cobalt
0.43

 
0.34

 
0.37

 
0.37

 
0.40

 
Copper recovery rate (percent)
94.0

 
92.6

 
91.4

 
92.4

 
92.5

 
MOLYBDENUM MINES
 
 
 
 
 
 
 
 
 
 
Molybdenum production (millions of recoverable pounds)
48

 
51

 
49

 
41

c  
38

 
Ore milled (metric tons per day)
34,800

 
39,400

 
35,700

 
20,800

d  
22,300

d  
Average molybdenum ore grade (percent)
0.20

 
0.19

 
0.19

 
0.23

d  
0.24

d  
OIL AND GAS OPERATIONS e
 
 
 
 
 
 
 
 
 
 
Sales Volumes:
 
 
 
 
 
 
 
 
 
 
Oil (million barrels)
35.3

 
40.1

 
26.6

 
 
 
 
 
Natural gas (billion cubic feet)
89.7

 
80.8

 
54.2

 

 

 
Natural gas liquids (NGLs) (million barrels)
2.4

 
3.2

 
2.4

 

 

 
Million barrels of oil equivalents
52.6

 
56.8

 
38.1

 

 

 
Average Realizations:
 
 
 
 
 
 
 
 
 
 
Oil (per barrel)
$
57.11

 
$
90.00

 
$
98.32

 

 

 
Natural gas   (per million British thermal units)
$
2.59

 
$
4.23

 
$
3.99

 

 

 
NGLs (per barrel)
$
18.90

 
$
39.73

 
$
38.20

 

 

 
a.
Includes the results of the Candelaria and Ojos del Salado mines prior to their sale in November 2014.
b.
Represents the approximate average daily throughput processed at PT-FI’s mill facilities from each producing mine.
c.
Includes production from the Climax molybdenum mine, which began commercial operations in May 2012.
d.
The years 2012 and 2011 reflect operating data of only the Henderson mine.
e.
Represents the results of FM O&G beginning June 1, 2013.


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Ratio of Earnings to Fixed Charges
For the ratio of earnings to fixed charges calculation, earnings consist of income (loss) from continuing operations before income taxes, noncontrolling interests in consolidated subsidiaries, equity in affiliated companies’ net (losses) earnings, cumulative effect of accounting changes and fixed charges. Fixed charges include interest and that portion of rent deemed representative of interest. The ratio of earnings to fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges for the years presented because no shares of preferred stock were outstanding during these years. Our ratio of earnings to fixed charges was as follows for the years presented:
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Ratio of earnings to fixed charges
a  
b  
7.4x
 
19.8x
 
20.7x

a.
As a result of the loss recorded in 2015, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of $14.2 billion to achieve coverage of 1:1 in 2015.
b.
As a result of the loss recorded in 2014, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of $657 million to achieve coverage of 1:1 in 2014.

Items 7. and 7A.  Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk.

In Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, “we,” “us” and “our” refer to Freeport-McMoRan Inc. (FCX) and its consolidated subsidiaries. The results of operations reported and summarized below are not necessarily indicative of future operating results (refer to “Cautionary Statement” for further discussion). References to “Notes” are Notes included in our Notes to Consolidated Financial Statements. Throughout Management's Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk, all references to income or losses per share are on a diluted basis, unless otherwise noted.

OVERVIEW

We are a premier United States (U.S.)-based natural resources company with an industry-leading global portfolio of mineral assets and significant oil and natural gas resources. We are the world's largest publicly traded copper producer. Our portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; significant mining operations in North and South America; the Tenke Fungurume (Tenke) minerals district in the Democratic Republic of Congo (DRC) in Africa; and significant U.S. oil and natural gas assets, including reserves in the Deepwater Gulf of Mexico (GOM), onshore and offshore California and in the Haynesville shale in Louisiana, and a position in the Inboard Lower Tertiary/Cretaceous natural gas trend onshore in South Louisiana.

Our results for 2015 , compared with 2014, were significantly affected by lower price realizations from copper and oil. Results for both years were also impacted by impairment charges associated with oil and gas properties totaling $13.1 billion ( $11.6 billion to net loss attributable to common stockholders) in 2015 and $5.5 billion ( $4.0 billion to net loss attributable to common stockholders) in 2014 (refer to "Critical Accounting Estimates" and Note 2 for further discussion of these impairment charges). Refer to “Consolidated Results” for discussion of items impacting our consolidated results for the three years ended December 31, 2015 .

We have significant mineral reserves, resources and future development opportunities within our portfolio of mining assets. At December 31, 2015 , our estimated consolidated recoverable proven and probable mineral reserves totaled 99.5 billion pounds of copper, 27.1 million ounces of gold and 3.05 billion pounds of molybdenum, which were determined using long-term average prices of $2.00 per pound for copper, $1,000 per ounce for gold and $10 per pound for molybdenum. Refer to “Critical Accounting Estimates – Mineral Reserves” for further discussion.



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A summary of the sources of our consolidated copper, gold and molybdenum production for the year 2015 by geographic location follows:
 
Copper
 
Gold
 
Molybdenum
 
North America
48
%
 
2
%
 
92
%
a  
South America
22

 

 
8

 
Indonesia
19

 
98

 

 
Africa
11

 

 

 
 
100
%
 
100
%
 
100
%
 
a.
Our Henderson and Climax molybdenum mines produced 52 percent of consolidated molybdenum production, and our North America copper mines produced 40 percent .

Copper production from the Grasberg mine in Indonesia, Morenci mine in North America and Cerro Verde mine in South America together totaled 55 percent of our consolidated copper production in 2015 .

Our oil and gas business has significant proved, probable and possible reserves with organic growth opportunities. Our estimated proved oil and natural gas reserves at December 31, 2015 , totaled 252 million barrels of oil equivalents (MMBOE), with 82 percent comprised of oil and natural gas liquids (NGLs). For 2015, our oil and gas sales volumes totaled 52.6 MMBOE, including 35.3 million barrels (MMBbls) of crude oil, 89.7 billion cubic feet (Bcf) of natural gas and 2.4 MMBbls of NGLs. Refer to “Operations” for further discussion of our oil and gas operations and to “Critical Accounting Estimates – Oil and Natural Gas Reserves” for further discussion of our reserves.

Our Board of Directors (the Board) is undertaking a strategic review of alternatives for our oil and gas business (FCX Oil & Gas Inc., or FM O&G). We and our advisors are actively engaged with interested participants in a process to evaluate opportunities that include asset sales and joint venture arrangements that would generate cash proceeds for debt repayment. We expect to advance the evaluation of these alternatives during the first half of 2016.

At December 31, 2015, we had $20.4 billion in total debt. We have announced initiatives to accelerate our debt reduction plans. Several initiatives are currently being advanced, including an evaluation of alternatives for the oil and gas business as well as several potential transactions involving certain of our mining assets.  

In February 2016, we entered into a definitive agreement to sell a 13 percent undivided interest in the Morenci unincorporated joint venture to Sumitomo Metal Mining Co., Ltd. for $1.0 billion in cash and also reached agreement with our bank group to amend our revolving credit facility and term loan. Refer to Note 18 for further discussion.

REVISED OPERATING PLANS

During 2015, in response to weak market conditions, we took actions to enhance our financial position, including significant reductions in capital spending, production curtailments at certain North and South America mines (which resulted in aggregate annual reductions of 350 million pounds of copper and 34 million pounds of molybdenum) and actions to reduce operating, exploration and administrative costs (refer to “Operations” for further discussion). In addition, we generated approximately $2 billion in gross proceeds from at-the-market equity programs, and our Board reduced our annual common stock dividend from $1.25 per share to $0.20 per share in March 2015, and subsequently suspended the annual common stock dividend in December 2015 (refer to Note 10 and “Capital Resources and Liquidity” for further discussion).

Concerns about the global economy, and particularly the weakening of the Chinese economy, have dominated financial market sentiment and negatively impacted commodity prices, including copper. Oil prices have weakened to multi-year lows in response to excess global supplies and relatively weak economic conditions. Current market conditions and uncertainty about the timing of economic and commodity price recovery require us to continue taking actions to strengthen our financial position, reduce debt and re-focus our portfolio of assets. Our business strategy is focused on our position as a leading global copper producer. We will continue to manage our production activities, spending on capital projects and operations, and the administration of our business to enhance cash flows, and intend to complete significant asset sale transactions to reduce debt. We are confident about the longer term outlook for copper prices based on the global demand and supply fundamentals. With our established reserves and large-scale current production base, our significant portfolio of undeveloped resources, and our global


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organization of highly qualified and dedicated workers and management, we believe we are well positioned to generate significant asset sale proceeds while retaining an attractive portfolio of high-quality assets.

OUTLOOK

We view the long-term outlook for our business positively, supported by limitations on supplies of copper and by the requirements for copper and oil in the world’s economy. Our financial results vary as a result of fluctuations in market prices primarily for copper, gold, molybdenum and oil, as well as other factors. World market prices for these commodities have fluctuated historically and are affected by numerous factors beyond our control. Because we cannot control the price of our products, the key measures that management focuses on in operating our business are sales volumes, unit net cash costs for our mining operations, cash production costs per barrel of oil equivalents (BOE) for our oil and gas operations, operating cash flow and capital expenditures.

Projections included in this annual report on Form 10-K for the year ended December 31, 2015, do not reflect PT-FI continuing to pay a 5.0 percent export duty on concentrate or the results of any potential transactions with third parties to raise cash for debt reduction, including the recently announced transaction to sell a 13 percent undivided interest in Morenci (refer to Note 18 ). Additionally, projections for the year 2016 assume renewal of PT-FI's export permit after August 8, 2016,

Sales Volumes.   Following are our projected consolidated sales volumes for 2016 and actual consolidated sales volumes for 2015 :
 
2016
 
2015
 
 
(Projected)
 
(Actual)
 
Copper  (millions of recoverable pounds):
 
 
 
 
North America copper mines
1,820

 
1,988

 
South America mining
1,340

 
871

 
Indonesia mining
1,475

 
744

 
Africa mining
495

 
467

 
 
5,130

 
4,070

 
 
 
 
 
 
Gold  (thousands of recoverable ounces)
1,835

 
1,247

 
Molybdenum  (millions of recoverable pounds)
73

a  
89

 
Oil Equivalents  (MMBOE)
57.6

 
52.6

 
a.
Projected molybdenum sales include 30 million pounds produced by our Molybdenum mines and 43 million pounds produced by our North and South America copper mines.

Consolidated sales for first-quarter 2016 are expected to approximate 1.1 billion pounds of copper, 200 thousand ounces of gold, 19 million pounds of molybdenum and 12.4 MMBOE. Anticipated higher grades from Grasberg in the second half of 2016 are expected to result in approximately 55 percent of consolidated copper sales and 75 percent of consolidated gold sales occurring in the second half of the year. Projected sales volumes are dependent on operational performance and other factors. For other important factors that could cause results to differ materially from projections, refer to "Cautionary Statement."

Mining Unit Net Cash Costs. Unit net cash costs for 2016 are expected to decline significantly from 2015, principally reflecting higher anticipated copper and gold volumes, the impact of lower energy and other input costs and cost reduction initiatives. Assuming average prices of $1,100 per ounce of gold and $4.50 per pound of molybdenum, and achievement of current volume and cost estimates, consolidated unit net cash costs (net of by-product credits) for our copper mines are expected to average $1.10 per pound in 2016 , compared with $1.53 per pound in 2015. The impact of price changes in 2016 on consolidated unit net cash costs would approximate $0.015 per pound for each $50 per ounce change in the average price of gold and $0.015 per pound for each $2 per pound change in the average price of molybdenum. Quarterly unit net cash costs vary with fluctuations in volumes and average realized prices (primarily gold and molybdenum prices). Higher anticipated grades from Grasberg in the second half of 2016 are expected to result in lower unit net cash costs in the second half of 2016, compared to the first half of the year. Refer to “Consolidated Results – Production and Delivery Costs” for further discussion of consolidated production costs for our mining operations.


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Oil and Gas Cash Production Costs per BOE. Cash production costs per BOE for 2016 are expected to decline from 2015 per BOE costs, principally reflecting increased production from the Deepwater GOM and cost reduction efforts. Based on current sales volume and cost estimates, oil and gas cash production costs are expected to approximate $15 per BOE in 2016 , compared with $18.59 per BOE in 2015. Refer to “Operations – Oil and Gas Operations” for further discussion of oil and gas production costs.

Consolidated Operating Cash Flow. Our consolidated operating cash flows vary with volumes, prices realized from copper, gold, molybdenum and oil sales, production costs, income taxes, other working capital changes and other factors. Based on current sales volume and cost estimates, and assuming average prices of $2.00 per pound of copper, $1,100 per ounce of gold, $4.50 per pound of molybdenum and $34 per barrel of Brent crude oil, we estimate consolidated operating cash flows for 2016 of $3.4 billion (net of $0.6 billion in idle rig costs). Projected consolidated operating cash flows for 2016 also reflect an estimated income tax provision of $0.8 billion primarily associated with income from our international mining operations (refer to "Consolidated Results - Income Taxes" for further discussion of projected income taxes). The impact of price changes in 2016 on consolidated operating cash flows would approximate $440 million for each $0.10 per pound change in the average price of copper, $55 million for each $50 per ounce change in the average price of gold, $60 million for each $2 per pound change in the average price of molybdenum and $135 million for each $5 per barrel change in the average Brent crude oil price.

Consolidated Capital Expenditures. Consolidated capital expenditures are expected to approximate $3.4 billion for 2016, including $1.9 billion from the mining business (reflecting $1.4 billion for major projects primarily for underground development activities at Grasberg and remaining costs for the Cerro Verde expansion and $0.5 billion for sustaining capital) and $1.5 billion for oil and gas operations. Consolidated capital expenditures exclude $0.6 billion for idle rig costs associated with drillship contracts, which are included in projected operating cash flows above.



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MARKETS

Metals. World prices for copper, gold and molybdenum can fluctuate significantly. During the period from January 2006 through January 2016, the London Metal Exchange (LME) spot copper price varied from a low of $1.26 per pound in 2008 to a record high of $4.60 per pound in 2011; the London Bullion Market Association (London) PM gold price fluctuated from a low of $525 per ounce in 2006 to a record high of $1,895 per ounce in 2011, and the Metals Week Molybdenum Dealer Oxide weekly average price ranged from a low of $4.46 per pound in 2015 to a high of $33.88 per pound in 2008. Copper, gold and molybdenum prices are affected by numerous factors beyond our control as described further in our “Risk Factors” contained in Part I, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015 .


This graph presents LME spot copper prices and combined reported stocks of copper at the LME, Commodity Exchange Inc. (COMEX), a division of the New York Mercantile Exchange (NYMEX), and the Shanghai Futures Exchange from January 2006 through January 2016. Since mid-2014, copper prices have declined because of concerns about slowing growth rates in China, a stronger U.S. dollar and a broad-based decline in commodity prices. During 2015 , LME spot copper prices ranged from a low of $2.05 per pound to a high of $2.92 per pound, averaged $2.49 per pound and closed at $2.13 per pound on December 31, 2015 . The LME spot copper price closed at $2.08 per pound on February 19, 2016 .

We believe the underlying long-term fundamentals of the copper business remain positive, supported by the significant role of copper in the global economy and a challenging long-term supply environment attributable to difficulty in replacing existing large mines' output with new production sources. Future copper prices are expected to be volatile and are likely to be influenced by demand from China and emerging markets, as well as economic activity in the U.S. and other industrialized countries, the timing of the development of new supplies of copper and production levels of mines and copper smelters.



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This graph presents London PM gold prices from January 2006 through January 2016. An improving economic outlook, stronger U.S. dollar and positive equity performance contributed to lower demand for gold in 2014 and 2015, resulting in lower prices. During 2015 , London PM gold prices ranged from a low of $1,049 per ounce to a high of $1,296 per ounce, averaged $1,160 per ounce and closed at $1,062 per ounce on December 31, 2015 . Gold prices closed at $1,231 per ounce on February 19, 2016 .


This graph presents the Metals Week Molybdenum Dealer Oxide weekly average price from January 2006 through January 2016. Molybdenum prices have declined since mid-2014 because of weaker demand from global steel and stainless steel producers. During 2015 , the weekly average price for molybdenum ranged from a low of $4.46 per pound to a high of $9.35 per pound, averaged $6.66 per pound and was $5.23 per pound on December 31, 2015 . The Metals Week Molybdenum Dealer Oxide weekly average price was $5.26 per pound on February 19, 2016 .



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Oil and Gas. Market prices for crude oil and natural gas can fluctuate significantly. During the period from January 2006 through January 2016, the Brent crude oil price ranged from a low of $27.88 per barrel in 2016 to a high of $146.08 per barrel in 2008 and the NYMEX natural gas contract price fluctuated from a low of $2.03 per million British thermal units (MMBtu) in 2015 to a high of $13.11 per MMBtu in 2008. Crude oil and natural gas prices are affected by numerous factors beyond our control as described further in our “Risk Factors” contained in Part I, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015 .


This graph presents Brent crude oil prices and NYMEX natural gas contract prices from January 2006 through January 2016. Crude oil prices reached a record high in July 2008 as economic growth in emerging economies and the U.S. created high global demand for oil and lower inventories. Since mid-2014, oil prices have significantly declined associated with concerns of global oversupply. During 2015 , the Brent crude oil price ranged from a low of $36.11 per barrel to a high of $67.77 per barrel, averaged $53.64 per barrel and was $37.28 per barrel on December 31, 2015 . The Brent crude oil price was $33.01 per barrel on February 19, 2016 .

CRITICAL ACCOUNTING ESTIMATES

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles (GAAP) in the U.S. The preparation of these statements requires that we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We base these estimates on historical experience and on assumptions that we consider reasonable under the circumstances; however, reported results could differ from those based on the current estimates under different assumptions or conditions. The areas requiring the use of management’s estimates are also discussed in Note 1 under the subheading “Use of Estimates.” Management has reviewed the following discussion of its development and selection of critical accounting estimates with the Audit Committee of our Board.

Mineral Reserves
Recoverable proven and probable reserves are the part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve determination. The determination of reserves involves numerous uncertainties with respect to the ultimate geology of the ore bodies, including quantities, grades and recovery rates. Estimating the quantity and grade of mineral reserves requires us to determine the size, shape and depth of our ore bodies by analyzing geological data, such as samplings of drill holes, tunnels and other underground workings. In addition to the geology of our mines, assumptions are required to determine the economic feasibility of mining these reserves, including estimates of future commodity prices and demand, the mining methods we use and the related costs incurred to develop and mine our reserves. Our estimates of recoverable proven and probable mineral


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reserves are prepared by and are the responsibility of our employees. A majority of these estimates are reviewed annually and verified by independent experts in mining, geology and reserve determination.

At December 31, 2015 , our consolidated estimated recoverable proven and probable reserves were determined using long-term average prices of $2.00 per pound for copper, $1,000 per ounce for gold and $10 per pound for molybdenum. The following table summarizes changes in our estimated consolidated recoverable proven and probable copper, gold and molybdenum reserves during 2015 and 2014 :
 
 
Copper a
(billion
pounds)
 
Gold
(million
ounces)
 
Molybdenum
(billion
pounds)
Consolidated reserves at December 31, 2013
 
111.2

 
31.3
 
3.26
Net additions/revisions
 
(0.1
)
 
(0.6)
 
(0.05)
Production
 
(3.9
)
 
(1.2)
 
(0.10)
Sale of Candelaria and Ojos del Salado mines
 
(3.7
)
 
(1.0)
 
Consolidated reserves at December 31, 2014
 
103.5

 
28.5
 
3.11
Net additions/revisions
 

 
(0.1)
 
0.03
Production
 
(4.0
)
 
(1.3)
 
(0.09)
Consolidated reserves at December 31, 2015
 
99.5

 
27.1
 
3.05
 
 
 
 
 
 
 
a.
Includes estimated recoverable metals contained in stockpiles. See below for additional discussion of recoverable copper in stockpiles.

Refer to Note 20 for further information regarding estimated recoverable proven and probable mineral reserves.

As discussed in Note 1 , we depreciate our life-of-mine mining and milling assets and values assigned to proven and probable mineral reserves using the unit-of-production (UOP) method based on our estimated recoverable proven and probable mineral reserves. Because the economic assumptions used to estimate mineral reserves may change from period to period and additional geological data is generated during the course of operations, estimates of reserves may change, which could have a significant impact on our results of operations, including changes to prospective depreciation rates and impairments of long-lived asset carrying values. Excluding impacts associated with changes in the levels of finished goods inventories and based on projected copper sales volumes, if estimated copper reserves at our mines were 10 percent higher at December 31, 2015 , we estimate that our annual depreciation, depletion and amortization (DD&A) expense for 2016 would decrease by $76 million ($35 million to net income attributable to common stockholders), and a 10 percent decrease in copper reserves would increase DD&A expense by $93 million ($43 million to net income attributable to common stockholders). We perform annual assessments of our existing assets in connection with the review of mine operating and development plans. If it is determined that assigned asset lives do not reflect the expected remaining period of benefit, any change could affect prospective depreciation rates.

As discussed below and in Note 1 , we review and evaluate our long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amount of such assets may not be recoverable, and changes to our estimates of recoverable proven and probable mineral reserves could have an impact on our assessment of asset recoverability.

Recoverable Copper in Stockpiles
We record, as inventory, applicable costs for copper contained in mill and leach stockpiles that are expected to be processed in the future based on proven processing technologies. Mill and leach stockpiles are evaluated periodically to ensure that they are stated at the lower of weighted-average cost or net realizable value (refer to Note 4 and "Consolidated Results" for further discussion of inventory adjustments recorded for the three years ended December 31, 2015). Accounting for recoverable copper from mill and leach stockpiles represents a critical accounting estimate because (i) it is generally impracticable to determine copper contained in mill and leach stockpiles by physical count, thus requiring management to employ reasonable estimation methods and (ii) recovery rates from leach stockpiles can vary significantly. Refer to Note 1 for further discussion of our accounting policy for recoverable copper in stockpiles.

At December 31, 2015 , estimated consolidated recoverable copper was 3.8 billion pounds in leach stockpiles (with a carrying value of $3.4 billion ) and 1.0 billion pounds in mill stockpiles (with a carrying value of $617 million ),


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compared with 3.6 billion pounds in leach stockpiles (with a carrying value of $3.6 billion) and 0.9 billion pounds in mill stockpiles (with a carrying value of $446 million) at December 31, 2014.

Impairment of Long-Lived Mining Assets
As discussed in Note 1 , we assess the carrying values of our long-lived mining assets when events or changes in circumstances indicate that the related carrying amounts of such assets may not be recoverable. In evaluating our long-lived mining assets for recoverability, we use estimates of pre-tax undiscounted future cash flows of our individual mines are used. Estimates of future cash flows are derived from current business plans, which are developed using near-term metal price forecasts reflective of the current price environment and management's projections for long-term average metal prices. In addition to near- and long-term metal price assumptions, other key assumptions include estimates of commodity-based and other input costs; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; value beyond proven and probable mineral reserve estimates (refer to Note 1); and the use of appropriate discount rates in the measurement of fair value. We believe our estimates and models used to determine fair value are similar to what a market participant would use. As quoted market prices are unavailable for our individual mining operations, fair value is determined through the use of estimated discounted after-tax future cash flows.

As a result of declining copper and molybdenum prices, during 2015 we evaluated our long-lived mining assets for impairment, which resulted in net charges of $37 million at our Tyrone mine. The December 31, 2015, evaluations of the recoverability of our copper mines were based on near-term price assumptions reflecting prevailing copper futures prices, ranging from $2.15 per pound to $2.17 per pound for COMEX and from $2.13 per pound to $2.16 per pound for LME, and a long-term average price of $3.00 per pound. If low copper prices persist or decline further, we could incur potentially significant additional impairments of our long-lived mining assets. The December 31, 2015, evaluations of the recoverability of our molybdenum mines used near-term price assumptions that are consistent with current market prices for molybdenum and a long-term average of $10 per pound. While continued low molybdenum prices could result in impairments of our molybdenum mines, we have incorporated changes in the commercial pricing structure for our chemicals products to promote continuation of chemical-grade production.

In addition to decreases in future metal price assumptions, other events that could result in impairment of our long-lived mining assets include, but are not limited to, decreases in estimated recoverable proven and probable mineral reserves and any event that might otherwise have a material adverse effect on mine site production levels or costs.

Oil and Natural Gas Reserves
Proved reserves represent quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods and government regulations. The term “reasonable certainty” implies a high degree of confidence that the quantities of oil and gas actually recovered will equal or exceed the estimate. Engineering estimates of proved oil and natural gas reserves directly impact financial accounting estimates, including DD&A and the ceiling limitation under the full cost method. Our proved reserve volumes have been determined in accordance with the U.S. Securities and Exchange Commission (SEC) guidelines, which require the use of an average price, calculated as the twelve-month historical average of the first-day-of-the-month historical reference price as adjusted for location and quality differentials, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions and the impact of derivative contracts. Our reference prices for reserve determination are the West Texas Intermediate (WTI) spot price for crude oil and the Henry Hub price for gas, which were $50.28 per barrel of oil and $2.59 per MMBtu of natural gas at December 31, 2015. These prices are held constant throughout the life of the oil and gas properties, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual escalations. In accordance with the guidelines and excluding the impact of derivative instruments, the average realized prices used in our reserve reports as of December 31, 2015, were $47.80 per barrel of oil and $2.55 per thousand cubic feet (Mcf) of natural gas. Actual future prices and costs may be materially higher or lower than the average prices and costs as of the date of the reserves estimate.

There are numerous uncertainties inherent in estimating quantities and values of proved oil and natural gas reserves and in projecting future rates of production and the amount and timing of development expenditures, including many factors beyond our control. Future development and abandonment costs are determined at least annually for each of our properties based upon its geographic location, type of production structure, water depth, reservoir depth and characteristics, currently available procedures and consultations with engineering consultants. Because these costs typically extend many years into the future, estimating these future costs is difficult and requires management to make judgments that are subject to future revisions based upon numerous factors,


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including changing technology and the political and regulatory environment. Reserve engineering is a subjective process of estimating the recovery from underground accumulations of oil and natural gas that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Because all reserve estimates are to some degree subjective, the quantities of oil and natural gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures, and future oil and natural gas sales prices may all differ from those assumed in our estimates. Refer to Note 21 for further information regarding estimated proved oil and natural gas reserves.

Our average amortization rate per BOE was $33.46 in 2015, $39.74 for 2014 and $35.54 for 2013. Our oil and gas DD&A rate, after the effect of the ceiling test impairments through December 31, 2015, is expected to approximate $20 per BOE. Changes to estimates of proved reserves and other factors could result in changes to the prospective UOP amortization rate for our oil and gas properties, which could have a significant impact on our results of operations. Based on our estimated proved reserves and our net oil and gas properties subject to amortization at December 31, 2015, a 10 percent increase in our costs subject to amortization would increase our amortization rate by approximately $2 per BOE and a 10 percent reduction to proved reserves would increase our amortization rate by approximately $2 per BOE. Changes in estimates of proved oil and natural gas reserves may also affect our ceiling test calculation. Refer to Note 1 and "Impairment of Oil and Gas Properties" below for further discussion.

Impairment of Oil and Gas Properties
As discussed in Note 1 , we follow the full cost method of accounting for our oil and gas operations, whereby all costs associated with oil and gas property acquisition, exploration and development activities are capitalized and amortized to expense under the UOP method on a country-by-country basis using estimates of proved oil and natural gas reserves relating to each country where such activities are conducted. The costs of unproved oil and gas properties are excluded from amortization until the properties are evaluated.

Under full cost accounting rules, a "ceiling test" is conducted each quarter to review the carrying value of our oil and gas properties for impairment (refer to Note 1 for further discussion of the ceiling test calculation). The SEC requires that the twelve-month average of the first-day-of-the-month historical reference prices be used to determine the ceiling test limitation. Such prices are utilized except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts. The reference pricing in ceiling test impairment calculations may cause results that do not reflect current market conditions that exist at the end of an accounting period. For example, in periods of increasing oil and gas prices, the use of a twelve-month historical average price in the ceiling test calculation may result in an impairment. Conversely, in times of declining prices, ceiling test calculations may not result in an impairment.

Using WTI as the reference oil price, the average price was $50.28 per barrel at December 31, 2015 , compared with $94.99 per barrel at December 31, 2014. Each quarter end since September 30, 2014, net capitalized costs with respect to FM O&G's proved U.S. oil and gas properties have exceeded the ceiling test limitation specified by the SEC's full cost accounting rules, which resulted in the recognition of impairment charges totaling $13.0 billion in 2015 and $3.7 billion in 2014. In addition, during 2015 impairment charges of $164 million were recorded for international oil and gas properties, primarily related to Morocco (refer to "Operations - Oil and Gas" for further discussion).

If the twelve-month historical average price in 2016 remains below the December 31, 2015, twelve-month average of $50.28 per barrel, the ceiling test limitation will decrease potentially resulting in additional ceiling test impairments of our oil and gas properties. The WTI spot oil price was $29.64 per barrel at February 19, 2016 .

If the trailing twelve-month average prices for the period ended December 31, 2015, had been $46.03 per barrel of oil and $2.45 per MMBtu for natural gas, while all other inputs and assumptions remained constant, an additional pre-tax impairment charge of $0.6 billion would have been recorded to our oil and gas properties in 2015. These oil and natural gas prices were determined using a twelve-month simple average of the first-day-of-the-month for the eleven months ended February 2016, and the February 2016 prices were held constant for the remaining one month. This calculation solely reflects the impact of hypothetical lower oil and natural gas prices on our ceiling test limitation and proved reserves as of December 31, 2015. The oil and natural gas price is a single variable in the estimation of our proved reserves, and other factors, as described below, could have a significant impact on future reserves and the present value of future cash flows.



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In addition to declines in the trailing twelve-month average oil and natural gas prices, other factors that could result in future impairment of our oil and gas properties include costs transferred from unevaluated properties to the full cost pool without corresponding proved oil and natural gas reserve additions, negative reserve revisions and the future incurrence of exploration, development and production costs. During 2015 , we transferred $6.4 billion of costs associated with unevaluated properties to the full cost pool, mostly reflecting impairment of the carrying values of unevaluated properties. As FM O&G completes activities to assess its unevaluated properties, related costs currently recorded as unevaluated properties not subject to amortization will be transferred to the full cost pool. If these activities do not result in additions to discounted future net cash flows from proved oil and natural gas reserves at least equal to the related costs transferred (net of related tax effects), additional ceiling test impairments are expected to result at current price levels.

At December 31, 2015 , we had $4.8 billion of costs for unproved oil and gas properties, which are excluded from amortization. These costs will be transferred into the amortization base (i.e., full cost pool) as the properties are evaluated and proved reserves are established or if impairment is determined. We assess our unproved properties periodically (at least annually), and if impairment is indicated, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and subject to amortization. Accordingly, an impairment of unproved properties does not immediately result in the recognition of a charge to the consolidated statements of income, but rather increases the costs subject to amortization and the costs subject to the ceiling limitation under the full cost accounting method. Following a review of the carrying values of unevaluated properties during 2015, FM O&G determined that the carrying values of certain of its unevaluated properties were impaired primarily resulting from declines in oil prices and changes in operating plans. The transfer of costs into the amortization base involves a significant amount of judgment and may be subject to changes over time based on our drilling plans and results, geological and geophysical evaluations, the assignment of proved reserves, availability of capital and other factors.

Because the transfer of unevaluated property to the full cost pool requires significant judgment and the ceiling test used to evaluate impairment of our proved oil and gas properties requires us to make several estimates and assumptions that are subject to risk and uncertainty, changes in these estimates and assumptions could result in the impairment of our oil and gas properties. Events that could result in impairment of our oil and gas properties include, but are not limited to, decreases in future crude oil and natural gas prices, decreases in estimated proved oil and natural gas reserves, increases in production, development or abandonment costs and any event that might otherwise have a material adverse effect on our oil and gas production levels or costs.

Environmental Obligations
Our current and historical operating activities are subject to various national, state and local environmental laws and regulations that govern the protection of the environment, and compliance with those laws requires significant expenditures. Environmental expenditures are expensed or capitalized, depending upon their future economic benefits. The guidance provided by U.S. GAAP requires that liabilities for contingencies be recorded when it is probable that obligations have been incurred, and the cost can be reasonably estimated. At December 31, 2015 , environmental obligations recorded in our consolidated balance sheet totaled $1.2 billion , which reflect obligations for environmental liabilities attributed to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) or analogous state programs and for estimated future costs associated with environmental matters. Refer to Notes 1 and 12 for further discussion of environmental obligations, including a summary of changes in our estimated environmental obligations for the three years ended December 31, 2015 .

Accounting for environmental obligations represents a critical accounting estimate because changes to environmental laws and regulations and/or circumstances affecting our operations could result in significant changes to our estimates, which could have a significant impact on our results of operations. We perform a comprehensive annual review of our environmental obligations and also review changes in facts and circumstances associated with these obligations at least quarterly. Judgments and estimates are based upon currently available facts, existing technology, presently enacted laws and regulations, remediation experience, whether or not we are a potentially responsible party (PRP), the ability of other PRPs to pay their allocated portions and take into consideration reasonably possible outcomes. Our cost estimates can change substantially as additional information becomes available regarding the nature or extent of site contamination, updated cost assumptions (including increases and decreases to cost estimates), changes in the anticipated scope and timing of remediation activities, the settlement of environmental matters, required remediation methods and actions by or against governmental agencies or private parties.



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Asset Retirement Obligations
We record the fair value of our estimated asset retirement obligations (AROs) associated with tangible long-lived assets in the period incurred. Fair value is measured as the present value of cash flow estimates after considering inflation and a market risk premium. Our cost estimates are reflected on a third-party cost basis and comply with our legal obligation to retire tangible long-lived assets in the period incurred. These cost estimates may differ from financial assurance cost estimates for reclamation activities because of a variety of factors, including obtaining updated cost estimates for reclamation activities, the timing of reclamation activities, changes in scope and the exclusion of certain costs not considered reclamation and closure costs. At December 31, 2015 , AROs recorded in our consolidated balance sheet totaled $2.8 billion , including $1.1 billion associated with our oil and gas operations. Refer to Notes 1 and 12 for further discussion of reclamation and closure costs, including a summary of changes in our AROs for the three years ended December 31, 2015 .

Generally, ARO activities are specified by regulations or in permits issued by the relevant governing authority, and management judgment is required to estimate the extent and timing of expenditures. Accounting for AROs represents a critical accounting estimate because (i) we will not incur most of these costs for a number of years, requiring us to make estimates over a long period, (ii) reclamation and closure laws and regulations could change in the future and/or circumstances affecting our operations could change, either of which could result in significant changes to our current plans, (iii) the methods used or required to plug and abandon non-producing oil and gas wellbores, remove platforms, tanks, production equipment and flow lines, and restore the wellsite could change, (iv) calculating the fair value of our AROs requires management to estimate projected cash flows, make long-term assumptions about inflation rates, determine our credit-adjusted, risk-free interest rates and determine market risk premiums that are appropriate for our operations and (v) given the magnitude of our estimated reclamation, mine closure and wellsite abandonment and restoration costs, changes in any or all of these estimates could have a significant impact on our results of operations.

Taxes
In preparing our annual consolidated financial statements, we estimate the actual amount of income taxes currently payable or receivable as well as deferred income tax assets and liabilities attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or laws is recognized in income in the period in which such changes are enacted.

Our operations are in multiple jurisdictions where uncertainties arise in the application of complex tax regulations. Some of these tax regimes are defined by contractual agreements with the local government, while others are defined by general tax laws and regulations. We and our subsidiaries are subject to reviews of our income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of our contracts or laws. The final taxes paid may be dependent upon many factors, including negotiations with taxing authorities. In certain jurisdictions, we must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if we believe the amount is collectible.

A valuation allowance is provided for those deferred income tax assets for which the weight of available evidence suggests that the related benefits will not be realized. In determining the amount of the valuation allowance, we consider estimated future taxable income or loss as well as feasible tax planning strategies in each jurisdiction. If we determine that we will not realize all or a portion of our deferred income tax assets, we will increase our valuation allowance. Conversely, if we determine that we will ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced.

At December 31, 2015 , our valuation allowances totaled $4.2 billion , covering U.S. federal and state deferred tax assets, including all of our U.S. foreign tax credit carryforwards, U.S. minimum tax credit carryforwards, foreign net operating loss carryforwards, and a portion of our U.S. federal and state net operating loss carryforwards. Refer to "Consolidated Results - Income Taxes" for discussion of tax charges recording in 2015 associated with the impairment of U.S. oil and gas properties. At December 31, 2014 , valuation allowances totaled $2.4 billion , and covered a portion of our U.S. foreign tax credit carryforwards, foreign net operating loss carryforwards, U.S. state net operating loss carryforwards and U.S. state deferred tax assets. Refer to Note 11 for further discussion.



83

Table of Contents


CONSOLIDATED RESULTS
 
Years Ended December 31,
 
 
2015
 
2014 a
 
2013 a,b
 
SUMMARY FINANCIAL DATA
  (in millions, except per share amounts)
 
Revenues c,d,e
$
15,877

 
$
21,438

 
$
20,921

 
Operating (loss) income c,d,e,f,g
$
(13,382
)
h,i,j,k  
$
97

h,i,k  
$
5,351

l  
Net (loss) income attributable to common stockholders d,e,f,g,m
$
(12,236
)
h,i,j,k,n  
$
(1,308
)
h,i,k,o,p  
$
2,658

l,o,p,q  
Diluted net (loss) income per share attributable to common stockholders d,e,f,g,m
$
(11.31
)
h,i,j,k,n  
$
(1.26
)
h,i,k,o,p  
$
2.64

l,o,p,q  
Diluted weighted-average common shares outstanding
1,082

 
1,039

 
1,006

 
Operating cash flows r
$
3,220

 
$
5,631

 
$
6,139

 
Capital expenditures
$
6,353

 
$
7,215

 
$
5,286

 
At December 31:
 
 
 
 
 
 
Cash and cash equivalents
$
224

 
$
464

 
$
1,985

 
Total debt, including current portion
$
20,428

 
$
18,849

s  
$
20,618

s  
a.
Includes the results of the Candelaria and Ojos del Salado mines prior to their sale in November 2014, and the results of Eagle Ford prior to its sale in June 2014.
b.
Includes the results of FM O&G beginning June 1, 2013.
c. As further detailed in Note 16, following is a summary of revenues and operating income (loss) by operating division (in millions):
 
Years Ended December 31,
Revenues
2015
 
2014
 
2013
North America copper mines
$
5,126

 
$
5,616

 
$
5,183

South America mining
1,934

 
3,532

 
4,485

Indonesia mining
2,653

 
3,071

 
4,087

Africa mining
1,384

 
1,558

 
1,637

Molybdenum mines
348

 
587

 
522

Rod & Refining
4,154

 
4,655

 
5,022

Atlantic Copper Smelting & Refining
1,970

 
2,412

 
2,041

U.S. Oil & Gas operations
1,994

 
4,710

 
2,616

Other mining, corporate, other & eliminations
(3,686
)
 
(4,703
)
 
(4,672
)
Total revenues
$
15,877

 
$
21,438

 
$
20,921

 
 
 
 
 
 
Operating income (loss)
 
 
 
 
 
North America copper mines
$
648

 
$
1,698

 
$
1,506

South America mining
67

 
1,220

 
2,063

Indonesia mining
449

 
719

 
1,420

Africa mining
256

 
548

 
625

Molybdenum mines
(72
)
 
167

 
123

Rod & Refining
16

 
12

 
23

Atlantic Copper Smelting & Refining
67

 
(2
)
 
(75
)
U.S. Oil & Gas operations
(14,189
)
 
(4,479
)
 
450

Other mining, corporate, other & eliminations
(624
)
 
214

 
(784
)
Total operating (loss) income
$
(13,382
)
 
$
97

 
$
5,351

d.
Includes unfavorable adjustments to provisionally priced concentrate and cathode copper sales recognized in prior periods totaling $107 million ( $53 million to net loss attributable to common stockholders or $0.05 per share) in 2015 , $118 million ( $65 million to net loss attributable to common stockholders or $0.06 per share) in 2014 and $26 million ( $12 million to net income attributable to common stockholders or $0.01 per share) in 2013 . Refer to “Revenues” for further discussion. 
e.
Includes net noncash mark-to-market (losses) gains associated with crude oil and natural gas derivative contracts totaling $(319) million ( $(198) million to net loss attributable to common stockholders or $(0.18) per share) in 2015 , $627 million ( $389 million to net loss attributable to common stockholders or $0.37 per share) in 2014 and $(312) million ( $(194) million to net income attributable to common stockholders or $(0.19) per share) for the seven-month period from June 1, 2013 , to December 31, 2013. Refer to "Revenues" for further discussion.
f.
Includes net charges for adjustments to environmental obligations and related litigation reserves of $43 million ( $28 million to net loss attributable to common stockholders or $0.03 per share) in 2015 , $76 million ( $50 million to net loss attributable to common stockholders or $0.05 per share) in 2014 and $19 million ( $17 million to net income attributable to common stockholders or $0.02 per share) in 2013 .


84



g.
Includes charges at mining operations for adjustments to copper and molybdenum inventories totaling $338 million ( $217 million to net loss attributable to common stockholders or $0.20 per share) in 2015, and for adjustments to molybdenum inventories totaling $6 million ( $4 million to net loss attributable to common stockholders or less than $0.01 per share) in 2014 and $3 million ($2 million to net income attributable to common stockholders or less than $0.01 per share) in 2013.
h.
Includes charges to reduce the carrying value of oil and gas properties pursuant to full cost accounting rules of $13.1 billion ( $11.6 billion to net loss attributable to common stockholders or $10.72 per share) in 2015 and $3.7 billion ( $2.3 billion to net loss attributable to common stockholders or $2.24 per share) in 2014. The year 2014 also includes an impairment charge of $1.7 billion ( $1.7 billion to net loss attributable to common stockholders or $1.65 per share) for the full carrying value of goodwill. As a result of the impairment to U.S. oil and gas properties, we recorded tax charges of $3.3 billion in 2015 to establish valuation allowances against U.S. federal and state deferred tax assets that will not generate a future benefit. These tax charges have been reflected in the after tax impacts for the impairment of oil and gas properties in 2015.
i.
Includes charges at oil and gas operations totaling $188 million ( $117 million to net loss attributable to common stockholders or $0.11 per share) in 2015 , primarily for other asset impairments and inventory write-downs, idle/terminated rig costs and prior year non-income tax assessments related to the California properties, and $46 million ( $29 million to net loss attributable to common stockholders or $0.03 per share) in 2014, primarily for idle/terminated rig costs and inventory write-downs.
j.
The year 2015 includes charges at mining operations for impairment, restructuring and other net charges totaling $156 million ($94 million to net loss attributable to common stockholders or $0.09 per share) and charges for executive retirement benefits totaling $18 million ($12 million to net loss attributable to common stockholders or $0.01 per share).
k.
Includes net gains on sales of assets of $39 million ( $25 million to net loss attributable to common stockholders or $0.02 per share) in 2015 associated with the sale of our one-third interest in the Luna Energy power facility and $717 million ( $481 million to net loss attributable to common stockholders or $0.46 per share) in 2014 primarily from the sale of our 80 percent interests in the Candelaria and Ojos del Salado mines.
l.
The year 2013 includes charges of (i) $80 million ( $50 million to net income attributable to common stockholders or $0.05 per share) for transaction and related costs associated with the oil and gas acquisitions, (ii) $76 million ($49 million to net income attributable to common stockholders or $0.05 per share) associated with updated mine plans at Morenci that resulted in a loss in recoverable leach stockpiles, (iii) $37 million ( $23 million to net income attributable to common stockholders or $0.02 per share) for restructuring an executive employment arrangement and (iv) $36 million ( $13 million to net income attributable to common stockholders or $0.01 per share) associated with Cerro Verde’s new labor agreements.
m.
We defer recognizing profits on intercompany sales until final sales to third parties occur. Refer to "Operations - Smelting & Refining" for a summary of net impacts from changes in these deferrals.
n.
The year 2015 includes a gain of $92 million ($92 million to net loss attributable to common stockholders or $0.09 per share) related to net proceeds received from insurance carriers and other third parties related to the shareholder derivative litigation settlement.
o.
Includes net gains (losses) on early extinguishment of debt totaling $73 million ( $3 million to net loss attributable to common stockholders or less than $0.01 per share) in 2014 and $(35) million ( $(28) million to net income attributable to common stockholders or $(0.03) per share) in 2013 . Refer to Note 8 for further discussion.
p.
Includes net tax charges of $103 million ( $0.10 per share) in 2014 and net tax benefits of $199 million ( $0.20 per share) in 2013. Refer to Note 11 and "Provision for Income Taxes" below for further discussion.
q.
The year 2013 includes a gain of $128 million ($128 million to net income attributable to common stockholders or $0.13 per share) related to our preferred stock investment in and the subsequent acquisition of McMoRan Exploration Co. (MMR).
r.
Includes net working capital sources (uses) and changes in other tax payments of $373 million in 2015 , $(632) million in 2014 and $(377) million in 2013 .
s.
Amounts restated to reflect adoption of new accounting guidance for debt issuance costs, which reduced total debt and assets by $121 million in 2014 and $88 million in 2013.



85



 
Years Ended December 31,
 
 
2015
 
2014 a,b
 
2013 a,b,c
 
SUMMARY OPERATING DATA
 
 
 
 
 
 
Copper
 
 
 
 
 
 
Production (millions of recoverable pounds)
4,017

 
3,904

 
4,131

 
Sales, excluding purchases (millions of recoverable pounds)
4,070

 
3,888

 
4,086

 
Average realized price per pound
$
2.42

 
$
3.09

 
$
3.30

 
Site production and delivery costs per pound d
$
1.78

 
$
1.90

 
$
1.88

 
Unit net cash costs per pound d
$
1.53

 
$
1.51

 
$
1.49

 
Gold
 
 
 
 
 
 
Production (thousands of recoverable ounces)
1,257

 
1,214

 
1,250

 
Sales, excluding purchases (thousands of recoverable ounces)
1,247

 
1,248

 
1,204

 
Average realized price per ounce
$
1,129

 
$
1,231

 
$
1,315

 
Molybdenum
 
 
 
 
 
 
Production (millions of recoverable pounds)
92

 
95

 
94

 
Sales, excluding purchases (millions of recoverable pounds)
89

 
95

 
93

 
Average realized price per pound
$
8.70

 
$
12.74

 
$
11.85

 
Oil Equivalents
 
 
 
 
 
 
Sales volumes:
 
 
 
 
 
 
MMBOE
52.6

 
56.8

 
38.1

 
Thousand BOE (MBOE) per day
144

 
156

 
178

 
Cash operating margin per BOE: e
 
 
 
 
 
 
Realized revenues
$
43.54

 
$
71.83

 
$
76.87

 
Cash production costs
18.59

 
20.08

 
17.14

 
Cash operating margin
$
24.95

 
$
51.75

 
$
59.73

 
a.
Includes the results of the Candelaria and Ojos del Salado mines prior to their sale in November 2014. Sales volumes from the Candelaria and Ojos del Salado mines totaled 268 million pounds of copper and 67 thousand ounces of gold in 2014 and 424 million pounds of copper and 102 thousand ounces of gold in 2013.
b.
Includes the results of Eagle Ford prior to its sale in June 2014. Sales volumes from Eagle Ford totaled 8.7 MMBOE ( 24 MBOE per day) in 2014; excluding Eagle Ford, oil and gas cash production costs were $21.36 per BOE for the year 2014. Sales volumes from Eagle Ford totaled 9.9 MMBOE ( 46 MBOE per day) in 2013; excluding Eagle Ford, oil and gas cash production costs were $18.95 per BOE for the year 2013.
c.
Includes the results of FM O&G beginning June 1, 2013.
d.
Reflects per pound weighted-average production and delivery costs and unit net cash costs (net of by-product credits) for all copper mines, excluding net noncash and other costs. For reconciliations of the per pound unit costs by operating division to production and delivery costs applicable to sales reported in our consolidated financial statements, refer to “Product Revenues and Production Costs.”
e.
Cash operating margin for oil and gas operations reflects realized revenues less cash production costs. Realized revenues exclude noncash mark-to-market adjustments on derivative contracts, and cash production costs exclude accretion and other costs. For reconciliations of realized revenues and cash production costs per BOE to revenues and production and delivery costs reported in our consolidated financial statements, refer to "Product Revenues and Production Costs."



86



Revenues
Consolidated revenues totaled $15.9 billion in 2015 , $21.4 billion in 2014 and $20.9 billion in 2013 . Revenues include the sale of copper concentrate, copper cathode, copper rod, gold, molybdenum, silver, cobalt and beginning June 1, 2013, the sale of oil, natural gas and NGLs by our oil and gas operations. Our consolidated revenues for 2015 include sales of copper ( 67 percent ), oil ( 11 percent ), gold ( 10 percent ) and molybdenum ( 5 percent ). Following is a summary of changes in our consolidated revenues between periods (in millions):
 
2015
 
2014
 
 
 
 
 
 
Consolidated revenues - prior year
$
21,438

 
$
20,921

 
Mining operations:
 
 
 
 
Higher (lower) sales volumes from mining operations:
 
 
 
 
Copper
562

 
(650
)
 
Gold
(1
)
 
58

 
Molybdenum
(72
)
 
17

 
(Lower) higher price realizations from mining operations:
 
 
 
 
Copper
(2,727
)
 
(817
)
 
Gold
(127
)
 
(105
)
 
Molybdenum
(360
)
 
84

 
Net adjustments for prior year provisionally priced copper sales
11

 
(92
)
 
Lower revenues from purchased copper
(95
)
 
(361
)
 
(Lower) higher Atlantic Copper revenues
(442
)
 
371

 
Oil and gas operations:
 
 
 
 
Lower oil sales volumes
(438
)
 

a  
Lower oil average realized prices, including cash gains (losses) on derivative contracts
(1,159
)
 

a  
Higher oil and gas revenues, including cash losses on derivative contracts

 
1,155

 
Net noncash mark-to-market adjustments on derivative contracts
(946
)
 
939

 
Other, including intercompany eliminations
233

 
(82
)
 
Consolidated revenues - current year
$
15,877

 
$
21,438

 
a. Oil sales volumes and realized prices for the year 2014, are not comparable to the year 2013, as 2013 only includes FM O&G's results beginning June 1, 2013.

Mining Operations
Sales Volumes. Consolidated sales volumes from our mines totaled 4.1 billion pounds of copper, 1.25 million ounces of gold and 89 million pounds of molybdenum in 2015 ; 3.9 billion pounds of copper, 1.25 million ounces of gold and 95 million pounds of molybdenum in 2014 ; and 4.1 billion pounds of copper, 1.2 million ounces of gold and 93 million pounds of molybdenum in 2013 . Higher consolidated copper sales volumes in 2015 , compared with 2014 , primarily reflect higher volumes from North America associated with increased production from the Morenci mill expansion project and higher ore grades at the Chino mine, and higher volumes from Indonesia associated with higher mill throughput because of export restrictions in 2014, partly offset by lower volumes from South America as a result of the sale of the Candelaria and Ojos del Salado mines in November 2014.

Lower consolidated copper sales volumes in 2014 , compared with 2013 , primarily reflect decreased volumes in Indonesia and South America, partly offset by higher volumes from our North America copper mines.

Refer to “Operations” for further discussion of sales volumes at our operating divisions.

Metal Price Realizations. Our consolidated revenues can vary significantly as a result of fluctuations in the market prices of copper, gold and molybdenum, and to a lesser extent silver and cobalt. Our average realized prices were 22 percent lower for copper, 8 percent lower for gold and 32 percent lower for molybdenum in 2015 , compared with 2014 . In 2014 our average realized prices for copper and gold were 6 percent lower, compared with 2013, and our average realized price for molybdenum was 8 percent higher, compared with 2013.


87



Provisionally Priced Copper Sales. Impacts of net adjustments for prior year provisionally priced sales primarily relate to copper sales. Substantially all of our copper concentrate and cathode sales contracts provide final copper pricing in a specified future month (generally one to four months from the shipment date) based primarily on quoted LME monthly average spot copper prices (refer to "Disclosures About Market Risks-Commodity Price Risk" for further discussion). Revenues include unfavorable net adjustments to prior years' provisionally priced copper sales totaling $107 million in 2015 , $118 million in 2014 and $26 million in 2013 .

Purchased Copper. We purchased copper cathode for processing by our Rod & Refining segment totaling 121 million pounds in 2015, 125 million pounds in 2014 and 223 million pounds in 2013. Lower purchased copper revenues in 2015, compared with 2014, primarily reflect lower copper prices. Lower purchased copper revenues in 2014, compared with 2013, primarily reflect lower purchased copper volumes and prices.

Atlantic Copper Revenues. Lower Atlantic Copper revenues in 2015, compared with 2014, primarily reflect lower copper prices. Higher Atlantic Copper revenues in 2014, compared with 2013, primarily reflect the impact of a major maintenance turnaround in 2013.

Oil & Gas Operations
Sales Volumes. Oil sales volumes totaled 35.3 MMBbls in 2015 , 40.1 MMBbls in 2014 , and 26.6 MMBbls for the seven-month period from June 1, 2013, to December 31, 2013. Oil sales volumes were lower in 2015, compared with 2014, primarily reflecting the sale of the Eagle Ford shale assets in June 2014, partly offset by higher volumes in the GOM. Oil sales volumes for 2014, were higher than sales volumes for the seven-month period from June 1, 2013, to December 31, 2013, primarily reflecting a full year of production in 2014.

Refer to “Operations” for further discussion of sales volumes at our oil and gas operations.

Realized Oil Prices and Derivative Contracts. Our average realized price for oil (excluding the impact of derivative contracts) of $45.58 per barrel in 2015 was 51 percent lower than our average realized price of $92.76 per barrel in 2014 . Our average realized price for oil (excluding the impact of derivative contracts) in 2014 was 7 percent lower than our average realized price of $99.67 per barrel for the seven-month period from June 1, 2013, to December 31, 2013.

In connection with the acquisition of our oil and gas business, we had derivative contracts for 2015 consisting of crude oil options, and for 2014 and 2013, we had derivative contracts that consisted of crude oil options, and crude oil and natural gas swaps (refer to Note 14 for further discussion of oil and gas derivative contracts). These crude oil and natural gas derivative contracts were not designated as hedging instruments; accordingly, they were recorded at fair value with the mark-to-market gains and losses recorded in revenues each period. Cash gains (losses) on crude oil and natural gas derivative contracts totaled $406 million in 2015 , compared with $(122) million in 2014 and $(22) million for the seven-month period from June 1, 2013, to December 31, 2013. Net noncash mark-to-market (losses) gains on crude oil and natural gas derivative contracts totaled $(319) million in 2015 , compared with $627 million for 2014 and $(312) million for the seven-month period from June 1, 2013, to December 31, 2013. FM O&G currently has no derivative contracts in place for 2016 and future years.

Production and Delivery Costs
Consolidated production and delivery costs totaled $11.5 billion in 2015 , $11.9 billion in 2014 and $11.8 billion in 2013 . Consolidated production and delivery costs in 2015 include asset impairment, restructuring and other net charges at mining operations totaling $156 million and charges at oil and gas operations totaling $188 million, primarily for other asset impairments and inventory write-downs, idle/terminated rig costs and prior year non-income tax assessments related to the California properties. Consolidated production and delivery costs in 2014 include charges at oil and gas operations totaling $46 million, primarily for idle/terminated rig costs and inventory write-downs. Excluding these amounts, lower production and delivery costs from mining operations in 2015 , compared with 2014 , primarily reflect lower costs at our South America mines as a result of the sale of the Candelaria and Ojos del Salado mines in November 2014 and lower diesel costs in Indonesia, partly offset by higher costs at our North America mines associated with higher volumes. Lower oil and gas production and delivery costs in 2015, compared with 2014, primarily reflect the sale of Eagle Ford in June 2014 and lower well workover expense and steam costs in California.

Higher production and delivery costs for 2014, compared with 2013, were primarily associated with our oil and gas operations, which include a full year of results for 2014, partly offset by lower costs for our mining operations mostly associated with lower volumes in South America and Indonesia.


88



Mining Unit Site Production and Delivery Costs
Site production and delivery costs for our copper mining operations primarily include labor, energy and commodity-based inputs, such as sulphuric acid, reagents, liners, tires and explosives. Consolidated unit site production and delivery costs (before net noncash and other costs) for our copper mines averaged $1.78 per pound of copper in 2015 , $1.90 per pound in 2014 and $1.88 per pound in 2013. Lower consolidated unit site production and delivery costs in 2015 , compared with 2014, primarily reflects higher copper sales volumes in North America and Indonesia. Higher consolidated unit site production and delivery costs in 2014, compared with 2013, primarily reflects the impact of lower copper sales volumes in South America and Indonesia, partly offset by higher volumes in North America. Refer to “Operations – Unit Net Cash Costs” for further discussion of unit net cash costs associated with our operating divisions, and to “Product Revenues and Production Costs” for reconciliations of per pound costs by operating division to production and delivery costs applicable to sales reported in our consolidated financial statements.

Our copper mining operations require significant energy, principally diesel, electricity, coal and natural gas, most of which is obtained from third parties under long-term contracts. Energy represented 17 percent of our consolidated copper production costs in 2015 , including purchases of approximately 250 million gallons of diesel fuel; 7,600 gigawatt hours of electricity at our North America, South America and Africa copper mining operations (we generate all of our power at our Indonesia mining operation); 800 thousand metric tons of coal for our coal power plant in Indonesia; and 1 MMBtu of natural gas at certain of our North America mines. Based on current cost estimates, we estimate energy will approximate 20 percent of our consolidated copper production costs for 2016 .

Oil and Gas Production Costs per BOE
Production costs for our oil and gas operations primarily include costs incurred to operate and maintain wells and related equipment and facilities, such as lease operating expenses, steam gas costs, electricity, production and ad valorem taxes, and gathering and transportation expenses. Cash production costs for our oil and gas operations averaged $18.59 per BOE in 2015, $20.08 per BOE in 2014 and $17.14 for the seven-month period from June 1, 2013, to December 31, 2013. Lower cash production costs in 2015 , compared with 2014, primarily reflects lower well workover expense and steam costs in California. Higher cash production costs in 2014, compared with 2013, primarily reflects the sale of lower cost Eagle Ford properties in June 2014 and higher operating costs in California and the GOM. Refer to "Operations" for further discussion of cash production costs at our oil and gas operations.

Depreciation, Depletion and Amortization
Depreciation will vary under the UOP method as a result of changes in sales volumes and the related UOP rates at our mining and oil and gas operations. Consolidated DD&A totaled $3.5 billion in 2015 , $3.9 billion in 2014 and $2.8 billion in 2013 . DD&A from our oil and gas operations was $487 million lower in 2015 , compared with 2014 , primarily reflecting lower DD&A rates as a result of impairments of oil and gas properties and DD&A from our mining operations was $121 million higher in 2015, compared with 2014, mostly associated with higher sales volumes in North America and Indonesia.

Higher DD&A in 2014 , compared with 2013 , was primarily associated with a full year of expense for oil and gas operations ( $2.3 billion in 2014 , compared with $1.4 billion for the seven-month period from June 1, 2013, to December 31, 2013).

Impairment of Oil and Gas Properties
Under the full cost accounting rules, a "ceiling test" is conducted each quarter to review the carrying value of the oil and gas properties for impairment. Each quarter end since September 30, 2014, net capitalized costs with respect to our proved U.S. oil and gas properties have exceeded the related ceiling test limitation, which resulted in the recognition of impairment charges totaling $13.0 billion in 2015 and $3.7 billion in 2014. During 2015 we also recognized impairment charges of $164 million for international oil and gas properties, primarily related to unsuccessful exploration activities in Morocco. Refer to Note 1 and "Critical Accounting Estimates" for further discussion, including discussion of potentially significant additional ceiling test impairments.

Copper and Molybdenum Inventory Adjustments
Lower copper and molybdenum prices resulted in adjustments to inventory carrying values totaling $338 million in 2015 for copper and molybdenum, and $6 million in 2014 and $3 million in 2013 for molybdenum. Refer to Notes 1 and 4 for further discussion.



89



Selling, General and Administrative Expenses
Consolidated selling, general and administrative expenses totaled $569 million in 2015 , $592 million in 2014 and $657 million in 2013 . Lower consolidated selling, general and administrative expenses, compared with 2014 , primarily reflects lower incentive compensation, partly offset by a charge totaling $18 million for executive retirement benefits in 2015. Excluding amounts for our oil and gas operations ( $207 million in 2014 and $120 million for the seven-month period from June 1, 2013, to December 31, 2013) selling, general and administrative expenses were lower in 2014, compared with 2013, primarily because of transaction and related costs incurred during 2013 totaling $80 million associated with the oil and gas acquisitions.

We expect selling, general and administrative expenses to decline further in 2016, compared with 2015, as a result of ongoing initiatives to reduce costs.

Consolidated selling, general and administrative expenses exclude capitalized general and administrative expenses at our oil and gas operations totaling $124 million in 2015 , $143 million in 2014 and $67 million for the seven-month period from June 1, 2013, to December 31, 2013.

Mining Exploration and Research Expenses
Consolidated exploration and research expenses for our mining operations totaled $127 million in 2015 , $126 million in 2014 and $210 million in 2013 . Our exploration activities are generally near our existing mines with a focus on opportunities to expand reserves and resources to support development of additional future production capacity in the large mineral districts where we currently operate. Exploration results continue to indicate opportunities for what we believe could be significant future potential reserve additions in North and South America, and in the Tenke minerals district. The drilling data in North America also indicates the potential for significantly expanded sulfide production. Drilling results and exploration modeling provide a long-term pipeline for future growth in reserves and production capacity in an established minerals district.

Exploration spending continues to be reduced from historical levels as a result of market conditions and is expected to approximate $52 million in 2016 .

As further discussed in Note 1, exploration costs for our oil and gas operations are capitalized to oil and gas properties.

Environmental Obligations and Shutdown Costs
Environmental obligation costs reflect net revisions to our long-term environmental obligations, which vary from period to period because of changes to environmental laws and regulations, the settlement of environmental matters and/or circumstances affecting our operations that could result in significant changes in our estimates (refer to "Critical Accounting Estimates - Environmental Obligations" for further discussion). Shutdown costs include care and maintenance costs and any litigation, remediation or related expenditures associated with closed facilities or operations. Net charges for environmental obligations and shutdown costs totaled $78 million in 2015 , $119 million in 2014 and $66 million in 2013 . Refer to Note 12 for further discussion of environmental obligations and litigation matters.

Goodwill Impairment
As further discussed in Notes 1 and 2, the fourth-quarter 2014 goodwill assessment resulted in an impairment charge of $1.7 billion for the full carrying value of goodwill.

Net Gain on Sales of Assets
Net gain on sales of assets totaled $39 million in 2015 related to the sale of our one-third interest in the Luna Energy power facility in New Mexico and $717 million in 2014 primarily related to the sale of our 80 percent interests in the Candelaria and Ojos del Salado mines. Refer to Note 2 for further discussion.

Interest Expense, Net
Consolidated interest expense (excluding capitalized interest) totaled $860 million in 2015 , $866 million in 2014 and $692 million in 2013 . Higher interest expense in 2015 and 2014, compared with 2013, reflects higher borrowings related to the oil and gas acquisitions.

Capitalized interest varies with the level of expenditures for our development projects and average interest rates on our borrowings, and totaled $215 million in 2015 , $236 million in 2014 and $174 million in 2013 . Refer to


90



"Operations" and "Capital Resources and Liquidity - Investing Activities" for further discussion of current development projects.

Net Gain (Loss) on Early Extinguishment of Debt
Net gains (losses) on early extinguishment of debt totaled $73 million in 2014, primarily related to senior note redemptions and tender offers and $(35) million in 2013, associated with the termination of the bridge loan facilities for the oil and gas acquisitions, partly offset by a gain on the redemption of MMR's remaining outstanding 11.875% Senior Notes. Refer to Note 8 for further discussion.

Gain on Investment in MMR
During 2013, we recorded a gain totaling $128 million related to the carrying value of our preferred stock investment in and the subsequent acquisition of MMR. Refer to Note 2 for further discussion.

Other Income (Expense), Net
Other income (expense) primarily includes foreign currency translation adjustments and interest income, and totaled $6 million in 2015, $36 million in 2014 and $(13) million in 2013. The year 2015 also includes a gain of $92 million associated with net proceeds received from insurance carriers and other third parties related to the shareholder derivative litigation (refer to Note 12 for further discussion).

Income Taxes
Following is a summary of the approximate amounts used in the calculation of our consolidated benefit from (provision for) income taxes for the years ended December 31 (in millions, except percentages):
 
2015
 
2014
 
 
Income (Loss) a
 
Effective
Tax Rate
 
Income Tax
(Provision)
Benefit
 
Income (Loss) a
 
Effective
Tax Rate
 
Income Tax
(Provision)
Benefit
 
U.S.
$
(1,654
)
b  
44%
 
$
720

 
$
1,857

 
30%
 
$
(550
)
c,d  
South America
(40
)
 
(10)%
 
(4
)
 
1,221

 
43%
 
(531
)
e  
Indonesia
430

 
45%
 
(195
)
 
709

 
41%
 
(293
)
 
Africa
120

 
40%
 
(48
)
 
379

 
31%
 
(116
)
 
Impairment of oil and gas properties
(13,144
)
 
37%
 
4,884

 
(3,737
)
 
38%
 
1,413

 
Valuation allowance, net

 
N/A
 
(3,338
)
f  

 
N/A
 

 
Gain on sale of Candelaria and Ojos del Salado

 
N/A
 

 
671

 
33%
 
(221
)
 
Eliminations and other
267

 
N/A
 
(84
)
 
193

 
N/A
 
(26
)
 
 
(14,021
)
 
14%
h  
1,935

 
1,293

 
25%
 
(324
)
 
Goodwill impairment

 
N/A
 

 
(1,717
)
g  
N/A
 

 
Consolidated FCX
$
(14,021
)
 
14%
h  
$
1,935

 
$
(424
)
 
(76)%
 
$
(324
)
 
a.
Represents income (loss) by geographic location before income taxes and equity in affiliated companies’ net (losses) earnings.
b.
Includes a gain of $92 million related to net proceeds received from insurance carriers and other third parties related to the shareholder derivative litigation settlement for which there is no related tax provision.
c.
Includes a charge for deferred taxes recorded in connection with the allocation of goodwill to the sale of Eagle Ford shale assets totaling $84 million .
d.
Includes a net benefit of $41 million , comprised of $57 million related to changes in U.S. state income tax filing positions, partly offset by a charge of $16 million for a change in U.S. federal income tax law regulations.
e.
Includes charges related to changes in Chilean and Peruvian tax rules totaling $78 million ( $60 million net of noncontrolling interests).
f.
As a result of the impairment to U.S. oil and gas properties, we recorded tax charges to establish valuation allowances against U.S. federal and state deferred tax assets that will not generate a future benefit.
g.
Reflects goodwill impairment charges, which were non-deductible for tax purposes.
h.
Our consolidated effective income tax rate is a function of the combined effective tax rates for the jurisdictions in which we operate. Accordingly, variations in the relative proportions of jurisdictional income result in fluctuations to our consolidated effective income tax rate. Assuming achievement of current sales volume and cost estimates and average prices of $2.00 per pound for copper, $1,100 per ounce for gold, $4.50 per pound for molybdenum and $34 per barrel of Brent crude oil for


91



2016 , we estimate our consolidated effective tax rate for the year 2016 will approximate 40 percent excluding U.S. domestic losses for which no benefit is expected to be realized.

Following is a summary of the approximate amounts used in the calculation of our consolidated provision for income taxes for the year ended December 31 (in millions, except percentages):
 
2013
 
 
Income a
 
Effective
Tax Rate
 
Income Tax
(Provision)
Benefit
 
U.S.
$
1,080

 
23%
 
$
(243
)
 
South America
2,021

 
36%
 
(720
)
 
Indonesia
1,370

 
44%
 
(603
)
 
Africa
425

 
31%
 
(131
)
 
Eliminations and other
17

 
N/A
 
23

 
 
4,913

 
34%
 
(1,674
)
 
Adjustments

 
N/A
 
199

b  
Consolidated FCX
$
4,913

 
30%
 
$
(1,475
)
 
a.
Represents income by geographic location before income taxes and equity in affiliated companies’ net earnings.
b.
Reflects net reductions in our deferred tax liabilities and deferred tax asset valuation allowances resulting from the oil and gas acquisitions.

Refer to Note 11 for further discussion of income taxes.

OPERATIONS

North America Copper Mines
We operate seven open-pit copper mines in North America – Morenci, Bagdad, Safford, Sierrita and Miami in Arizona, and Chino and Tyrone in New Mexico. All of the North America mining operations are wholly owned, except for Morenci. We record our 85 percent joint venture interest in Morenci using the proportionate consolidation method.

As further discussed in Note 18 , we have entered into a definitive agreement to sell a 13 percent undivided interest in Morenci. Following completion of the transaction, we will own a 72 percent undivided interest in Morenci.

The North America copper mines include open-pit mining, sulfide ore concentrating, leaching and solution extraction/electrowinning (SX/EW) operations. A majority of the copper produced at our North America copper mines is cast into copper rod by our Rod & Refining segment. The remainder of our North America copper sales is in the form of copper cathode or copper concentrate, a portion of which is shipped to Atlantic Copper (our wholly owned smelter). Molybdenum concentrate and silver are also produced by certain of our North America copper mines .

Operating and Development Activities. We have significant undeveloped reserves and resources in North America and a portfolio of potential long-term development projects. In the near term, we are deferring developing new projects as a result of current market conditions. Future investments will be undertaken based on the results of economic and technical feasibility studies and market conditions.

The Morenci mill expansion project, which commenced operations in May 2014, successfully achieved full rates in second-quarter 2015. The project expanded mill capacity from 50,000 metric tons of ore per day to approximately 115,000 metric tons of ore per day, which results in incremental annual production of approximately 225 million pounds of copper and an improvement in Morenci's cost structure. Over the next five years, Morenci's copper production, including our joint venture partner share, is expected to average approximately one billion pounds per year.

Our revised operating plans for the North America copper mines incorporate reductions in mining rates to reduce operating and capital costs, including the suspension of mining operations at the Miami mine (which produced 43 million pounds of copper for the year 2015 ), the suspension of production at the Sierrita mine (which produced 189 million pounds of copper and 21 million pounds of molybdenum for the year 2015 ), a 50 percent reduction in mining rates at the Tyrone mine (which produced 84 million pounds of copper for the year 2015 ) and adjustments to mining


92



rates at other North America mines. The revised plans at each of the operations incorporate the impacts of lower energy, acid and other consumables, reduced labor costs and a significant reduction in capital spending plans. These plans will continue to be reviewed and additional adjustments may be made as market conditions warrant.

Operating Data. Following is summary operating data for the North America copper mines for the years ended December 31:
 
2015
 
2014
 
2013
Operating Data, Net of Joint Venture Interest
 
 
 
 
 
Copper  
 
 
 
 
 
Production (millions of recoverable pounds)
1,947

 
1,670

 
1,431

Sales, excluding purchases (millions of recoverable pounds)
1,988

 
1,664

 
1,422

Average realized price per pound
$
2.47

 
$
3.13

 
$
3.36

 
 
 
 
 
 
Molybdenum  
 
 
 
 
 
Production (millions of recoverable pounds) a
37

 
33

 
32

 
 
 
 
 
 
100% Operating Data
 
 
 
 
 
SX/EW operations
 
 
 
 
 
Leach ore placed in stockpiles (metric tons per day)
909,900

 
1,005,300

 
1,003,500

Average copper ore grade (percent)
0.26

 
0.25

 
0.22

Copper production (millions of recoverable pounds)
1,134

 
963

 
889

 
 
 
 
 
 
Mill operations
 
 
 
 
 
Ore milled (metric tons per day)
312,100

 
273,800

 
246,500

Average ore grade (percent):
 
 
 
 
 
Copper
0.49

 
0.45

 
0.39

Molybdenum
0.03

 
0.03

 
0.03

Copper recovery rate (percent)
85.4

 
85.8

 
85.3

Copper production (millions of recoverable pounds)
972

 
828

 
642

a.
Refer to "Consolidated Results" for our consolidated molybdenum sales volumes, which includes sales of molybdenum produced at the North America copper mines.

2015 Compared with 2014
Copper sales volumes from our North America copper mines increased to 2.0 billion pounds in 2015 , compared with 1.66 billion pounds in 2014 , primarily because of higher mining and milling rates at Morenci and higher ore grades at Morenci, Chino and Safford. Sales from the Morenci mine represented 46 percent of total North America copper sales in 2015 and 41 percent in 2014.

Copper sales from North America are expected to approximate 1.8 billion pounds in 2016 . Refer to "Outlook" for projected molybdenum sales volumes.

2014 Compared with 2013
Copper sales volumes from our North America copper mines increased to 1.66 billion pounds in 2014 , compared with 1.42 billion pounds in 2013 , primarily reflecting higher mining and milling rates at Morenci and higher ore grades at Chino.

Unit Net Cash Costs. Unit net cash costs per pound of copper is a measure intended to provide investors with information about the cash-generating capacity of our mining operations expressed on a basis relating to the primary metal product for our respective operations. We use this measure for the same purpose and for monitoring operating performance by our mining operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. This measure is presented by other metals mining companies, although our measure may not be comparable to similarly titled measures reported by other companies.



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Gross Profit per Pound of Copper and Molybdenum

The following tables summarize unit net cash costs and gross profit per pound at our North America copper mines for the years ended December 31. Refer to “Product Revenues and Production Costs” for an explanation of the “by-product” and “co-product” methods and a reconciliation of unit net cash costs per pound to production and delivery costs applicable to sales reported in our consolidated financial statements.
 
2015
 
2014
 
By-
 
Co-Product Method
 
By-
 
Co-Product Method
 
Product
Method
 
Copper
 
Molyb-
denum a
 
Product
Method
 
Copper
 
Molyb-
denum a
Revenues, excluding adjustments
$
2.47

 
$
2.47

 
$
7.02

 
$
3.13

 
$
3.13

 
$
11.74

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
 
 
and other costs shown below
1.68

 
1.59

 
5.61

 
1.85

 
1.73

 
6.85

By-product credits
(0.13
)
 

 

 
(0.24
)
 

 

Treatment charges
0.12

 
0.12

 

 
0.12

 
0.12

 

Unit net cash costs
1.67

 
1.71

 
5.61

 
1.73

 
1.85

 
6.85

Depreciation, depletion and amortization
0.28

 
0.27

 
0.53

 
0.29

 
0.27

 
0.60

Copper and molybdenum inventory adjustments
0.07

 
0.07

 
0.07

 

 

 

Noncash and other costs, net
0.12

b  
0.11

 
0.16

 
0.09

 
0.09

 
0.07

Total unit costs
2.14

 
2.16

 
6.37

 
2.11

 
2.21

 
7.52

Revenue adjustments, primarily for pricing on prior period open sales
(0.01
)
 
(0.01
)
 

 

 

 

Gross profit per pound
$
0.32

 
$
0.30

 
$
0.65

 
$
1.02

 
$
0.92

 
$
4.22

 
 
 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,985

 
1,985

 
 
 
1,657

 
1,657

 
 
Molybdenum sales (millions of recoverable pounds) a
 
 
 
 
37

 
 
 
 
 
33

a.
Reflects sales of molybdenum produced by certain of the North America copper mines to our molybdenum sales company at market-based pricing.
b.
Includes $0.05 per pound in 2015 for asset impairment, restructuring and other net charges.

Our North America copper mines have varying cost structures because of differences in ore grades and characteristics, processing costs, by-product credits and other factors. During 2015 , average unit net cash costs (net of by-product credits) for the North America copper mines ranged from $1.56 per pound to $2.23 per pound at the individual mines and averaged $1.67 per pound. Lower average unit net cash costs (net of by-product credits) in 2015 , compared with $1.73 per pound in 2014 , reflects favorable impacts from higher copper sales volumes, partly offset by lower by-product credits.

Because certain assets are depreciated on a straight-line basis, North America's average unit depreciation rate may vary with asset additions and the level of copper production and sales.

Assuming achievement of current volume and cost estimates and an average price of $4.50 per pound of molybdenum for 2016 , average unit net cash costs (net of by-product credits) for our North America copper mines are expected to approximate $1.49 per pound of copper in 2016 . North America's average unit net cash costs for 2016 would change by approximately $0.02 per pound for each $2 per pound change in the average price of molybdenum during 2016 .


94



 
2014
 
2013
 
By-
 
Co-Product Method
 
By-
 
Co-Product Method
 
Product
Method
 
Copper
 
Molyb-
denum a
 
Product
Method
 
Copper
 
Molyb-
denum a
Revenues, excluding adjustments
$
3.13

 
$
3.13

 
$
11.74

 
$
3.36

 
$
3.36

 
$
10.79

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
 
 
and other costs shown below
1.85

 
1.73

 
6.85

 
2.00

 
1.94

 
3.79

By-product credits
(0.24
)
 

 

 
(0.24
)
 

 

Treatment charges
0.12

 
0.12

 

 
0.11

 
0.11

 

Unit net cash costs
1.73

 
1.85

 
6.85

 
1.87

 
2.05

 
3.79

Depreciation, depletion and amortization
0.29

 
0.27

 
0.60

 
0.28

 
0.27

 
0.22

Noncash and other costs, net
0.09

 
0.09

 
0.07

 
0.14

b  
0.14

 
0.04

Total unit costs
2.11

 
2.21

 
7.52

 
2.29

 
2.46

 
4.05

Revenue adjustments, primarily for pricing on prior period open sales

 

 

 

 

 

Gross profit per pound
$
1.02

 
$
0.92

 
$
4.22

 
$
1.07

 
$
0.90

 
$
6.74

 
 
 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,657

 
1,657

 
 
 
1,416

 
1,416

 
 
Molybdenum sales (millions of recoverable pounds) a
 
 
 
 
33

 
 
 
 
 
32

a.
Reflects sales of molybdenum produced by certain of the North America copper mines to our molybdenum sales company at market-based pricing.
b.
Includes $0.05 per pound associated with updated mine plans at Morenci that resulted in a loss in recoverable copper in leach stockpiles.

Unit net cash costs (net of by-product credits) for our North America copper mines decreased to $1.73 per pound of copper in 2014 , compared with $1.87 per pound in 2013 , primarily reflecting higher copper sales volumes.

South America Mining
We operate two copper mines in South America – Cerro Verde in Peru (in which we own a 53.56 percent interest) and El Abra in Chile (in which we own a 51 percent interest). These operations are consolidated in our financial statements.

South America mining includes open-pit mining, sulfide ore concentrating, leaching and SX/EW operations. Production from our South America mines is sold as copper concentrate or copper cathode under long-term contracts. Our South America mines also ship a portion of their copper concentrate and cathode to Atlantic Copper. In addition to copper, the Cerro Verde mine produces molybdenum concentrate and silver.

As further discussed in Note 2, on November 3, 2014, we completed the sale of our 80 percent ownership interests in the Candelaria and Ojos del Salado mines.

Operating and Development Activities. The Cerro Verde expansion project commenced operations in September 2015 and is currently operating at full rates. Cerro Verde's expanded operations will benefit from its large-scale, long-lived reserves and cost efficiencies. The project included expanding the concentrator facilities from 120,000 metric tons of ore per day to 360,000 metric tons of ore per day and is expected to provide incremental annual production of approximately 600 million pounds of copper and 15 million pounds of molybdenum.

Our revised operating plans for our South America mines principally reflect adjustments to our mine plan at El Abra (which produced 324 million pounds of copper for the year 2015) to reduce mining and stacking rates by approximately 50 percent to achieve lower operating and labor costs, defer capital expenditures and extend the life of the existing operations.



95



Operating Data. Following is summary operating data for our South America mining operations for the years ended December 31.
 
2015
 
2014 a
 
2013 a
Copper  
 
 
 
 
 
Production (millions of recoverable pounds)
869

 
1,151

 
1,323

Sales (millions of recoverable pounds)
871

 
1,135

 
1,325

Average realized price per pound
$
2.38

 
$
3.08

 
$
3.30

 
 
 
 
 
 
Gold  
 
 
 
 
 
Production (thousands of recoverable ounces)

 
72

 
101

Sales (thousands of recoverable ounces)

 
67

 
102

Average realized price per ounce

 
$
1,271

 
$
1,350

 
 
 
 
 
 
Molybdenum  
 
 
 
 
 
Production (millions of recoverable pounds) b
7

 
11

 
13

 
 
 
 
 
 
SX/EW operations
 
 
 
 
 
Leach ore placed in stockpiles (metric tons per day)
193,900

 
275,200

 
274,600

Average copper ore grade (percent)
0.44

 
0.48

 
0.50

Copper production (millions of recoverable pounds)
430

 
491

 
448

 
 
 
 
 
 
Mill operations
 
 
 
 
 
Ore milled (metric tons per day)
152,100

 
180,500

 
192,600

Average ore grade:
 
 
 
 
 
Copper (percent)
0.46

 
0.54

 
0.65

Gold (grams per metric ton)

 
0.10

 
0.12

Molybdenum (percent)
0.02

 
0.02

 
0.02

Copper recovery rate (percent)
81.5

 
88.1

 
90.9

Copper production (millions of recoverable pounds)
439

 
660

 
875

a.
Includes the results of the Candelaria and Ojos del Salado mines, prior to their sale in November 2014 and had sales volumes totaling 268 million pounds of copper and 67 thousand ounces of gold in 2014 and 424 million pounds of copper and 102 thousand ounces of gold in 2013.
b.
Refer to "Consolidated Results" for our consolidated molybdenum sales volumes, which includes sales of molybdenum produced at Cerro Verde.

2015 Compared with 2014
Lower consolidated copper sales volumes from South America of 871 million pounds in 2015 , compared with 1.14 billion in 2014 , primarily reflect the November 2014 sale of the Candelaria and Ojos del Salado mines and lower ore grades at El Abra, partly offset by higher mining and milling rates at Cerro Verde.

For the year 2016, consolidated sales volumes from South America mines are expected to approximate 1.3 billion pounds of copper. Refer to "Outlook" for projected molybdenum sales volumes. As discussed in "Risk Factors" contained in Part I, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015 , in January 2016, the Peruvian government declared a temporary state of emergency with respect to the water supply in the Rio Chili Basin because of drought conditions, which could have a negative impact on production at Cerro Verde.

2014 Compared with 2013
Copper sales volumes from our South America mining operations totaled 1.14 billion pounds in 2014 , compared with 1.33 billion pounds in 2013 , primarily reflecting lower ore grades at Candelaria and Cerro Verde, and the sale of the Candelaria and Ojos del Salado mines in November 2014.

Unit Net Cash Costs. Unit net cash costs per pound of copper is a measure intended to provide investors with information about the cash-generating capacity of our mining operations expressed on a basis relating to the primary metal product for our respective operations. We use this measure for the same purpose and for monitoring operating performance by our mining operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. This measure is presented by other metals mining companies, although our measure may not be comparable to similarly titled measures reported by other companies.


96



Gross Profit per Pound of Copper

The following tables summarize unit net cash costs and gross profit per pound at our South America mining operations for the years ended December 31. Unit net cash costs per pound of copper are reflected under the by-product and co-product methods as the South America mining operations also had small amounts of molybdenum, gold and silver sales. Refer to “Product Revenues and Production Costs” for an explanation of the “by-product” and “co-product” methods and a reconciliation of unit net cash costs per pound to production and delivery costs applicable to sales reported in our consolidated financial statements.
 
2015
 
2014
 
By-Product
Method
 
Co-Product
Method
 
By-Product
Method
 
Co-Product
Method
Revenues, excluding adjustments
$
2.38

 
$
2.38

 
$
3.08

 
$
3.08

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.60

 
1.56

 
1.62

 
1.51

By-product credits
(0.05
)
 

 
(0.22
)
 

Treatment charges
0.19

 
0.19

 
0.17

 
0.17

Royalty on metals

 

 
0.01

 

Unit net cash costs
1.74

 
1.75

 
1.58

a  
1.68

Depreciation, depletion and amortization
0.40

 
0.39

 
0.32

 
0.31

Copper inventory adjustments
0.08

 
0.08

 

 

Noncash and other costs, net
0.05

 
0.05

 
0.06

 
0.06

Total unit costs
2.27

 
2.27

 
1.96

 
2.05

Revenue adjustments, primarily for pricing on
 
 
 
 
 
 
 
prior period open sales
(0.03
)
 
(0.03
)
 
(0.05
)
 
(0.05
)
Gross profit per pound
$
0.08

 
$
0.08

 
$
1.07

 
$
0.98

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
871

 
871

 
1,135

 
1,135

a.
Excluding the results of the Candelaria and Ojos del Salado mines, South America mining's unit net cash costs averaged $1.57 per pound in 2014.

During 2015 , unit net cash costs (net of by-product credits) for the South America mines ranged from $1.64 per pound for the Cerro Verde mine to $1.91 per pound for the El Abra mine and averaged $1.74 per pound. Higher average unit net cash costs (net of by-product credits) for our South America mining operations in 2015 , compared with $1.58 per pound in 2014 , primarily reflect lower by-product credits.

Because certain assets are depreciated on a straight-line basis, South America's unit depreciation rate may vary with asset additions and the level of copper production and sales. The unit depreciation rate increased in 2015, compared with 2014, primarily because of the Cerro Verde expansion assets being placed in service in 2015.

Revenue adjustments primarily result from changes in prices on provisionally priced copper sales recognized in prior periods. Refer to “Consolidated Results - Revenues” for further discussion of adjustments to prior period provisionally priced copper sales.

Assuming achievement of current volume and cost estimates and average prices of $4.50 per pound of molybdenum in 2016 , we estimate that average unit net cash costs (net of by-product credits) for our South America mining operations would approximate $1.50 per pound of copper in 2016 .



97



 
2014
 
2013
 
By-Product
Method
 
Co-Product
Method
 
By-Product
Method
 
Co-Product
Method
Revenues, excluding adjustments
$
3.08

 
$
3.08

 
$
3.30

 
$
3.30

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.62

 
1.51

 
1.53

a  
1.42

By-product credits
(0.22
)
 

 
(0.27
)
 

Treatment charges
0.17

 
0.17

 
0.17

 
0.17

Royalty on metals
0.01

 

 

 

Unit net cash costs
1.58

b  
1.68

 
1.43

b  
1.59

Depreciation, depletion and amortization
0.32

 
0.31

 
0.26

 
0.24

Noncash and other costs, net
0.06

 
0.06

 
0.04

 
0.03

Total unit costs
1.96

 
2.05

 
1.73

 
1.86

Revenue adjustments, primarily for pricing on
 
 
 
 
 
 
 
prior period open sales
(0.05
)
 
(0.05
)
 
(0.03
)
 
(0.03
)
Gross profit per pound
$
1.07

 
$
0.98

 
$
1.54

 
$
1.41

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,135

 
1,135

 
1,325

 
1,325

a.
Includes labor agreement costs at Cerro Verde totaling $0.03 per pound.
b.
Excluding the results of Candelaria and Ojos del Salado mines, South America mining's unit net cash costs averaged $1.57 per pound in 2014 and $1.48 per pound in 2013.

Unit net cash costs (net of by-product credits) for our South America mining operations increased to $1.58 per pound of copper in 2014 , compared with $1.43 per pound in 2013 , primarily reflecting lower sales volumes and by-product credits.

Indonesia Mining
Indonesia mining includes PT-FI’s Grasberg minerals district, one of the world's largest copper and gold deposits, in Papua, Indonesia. We own 90.64 percent of PT-FI, including 9.36 percent owned through our wholly owned subsidiary, PT Indocopper Investama.

PT-FI proportionately consolidates an unincorporated joint venture with Rio Tinto plc (Rio Tinto), under which Rio Tinto has a 40 percent interest in certain assets and a 40 percent interest through 2021 in production exceeding specified annual amounts of copper, gold and silver. After 2021, all production and related revenues and costs are shared 60 percent PT-FI and 40 percent Rio Tinto. Refer to Note 3 for further discussion of our joint venture with Rio Tinto. Under the joint venture arrangements, PT-FI was allocated nearly 100 percent of copper, gold and silver production and sales for each of the three years ended December 31, 2015. At December 31, 2015 , the amounts allocated 100 percent to PT-FI remaining to be produced totaled 6.4 billion pounds of copper, 9.7 million ounces of gold and 19.5 million ounces of silver. Based on the current mine plans, PT-FI anticipates that it will be allocated most of the production and related revenues and costs through 2021.

PT-FI produces copper concentrate that contains significant quantities of gold and silver. Substantially all of PT-FI’s copper concentrate is sold under long-term contracts, and in 2015 , approximately 37 percent of PT-FI's copper concentrate was sold to PT Smelting, its 25-percent-owned smelter and refinery in Gresik, Indonesia.

Regulatory Matters. In January 2014, the Indonesian government published regulations that among other things imposed a progressive export duty on copper concentrate and restricts concentrate exports after January 12, 2017. Despite PT-FI’s rights under its Contract of Work (COW) to export concentrate without the payment of duties, PT-FI was unable to obtain administrative approval for exports and operated at approximately half of its capacity from mid-January 2014 through July 2014.

In July 2014, PT-FI entered into a Memorandum of Understanding (MOU) with the Indonesian government. Under the MOU, PT-FI provided a $115 million assurance bond to support its commitment for smelter development, agreed to increase royalty rates and agreed to pay export duties (7.5 percent, declining to 5.0 percent when smelter development progress exceeds 7.5 percent and none when development progress exceeds 30 percent). The MOU also anticipated an amendment of the COW within six months to address other matters; however, no terms of the COW other than those relating to the smelter bond, increased royalties and export duties were changed. In January


98



2015, the MOU was extended to July 25, 2015, and it expired on that date. The increased royalty rates, export duties and smelter assurance bond remain in effect.

PT-FI is required to apply for renewal of export permits at six-month intervals. On July 29, 2015, PT-FI's export permit was renewed through January 28, 2016. In connection with the renewal, export duties were reduced to 5.0 percent, as a result of smelter development progress. On February 9, 2016, PT-FI's export permit was renewed through August 8, 2016. PT-FI will continue to pay a 5.0 percent export duty on concentrate while it reviews its smelter progress with the Indonesian government.

PT-FI continues to engage in discussions with the Indonesian government regarding its COW and long-term operating rights. In October 2015, the Indonesian government provided a letter of assurance to PT-FI indicating that it will approve the extension of operations beyond 2021, and provide the same rights and the same level of legal and fiscal certainty provided under its current COW.

In connection with its COW negotiations and subject to concluding the agreement to extend PT-FI's operations beyond 2021 on acceptable terms, PT-FI has agreed to construct new smelter capacity in Indonesia and to divest an additional 20.64 percent interest in PT-FI at fair market value. PT-FI continues to advance plans for the smelter in parallel with completing its COW negotiations. Refer to Note 13 for further discussion.

We cannot predict whether PT-FI will be successful in reaching a satisfactory agreement on the terms of its long-term mining rights. If PT-FI is unable to reach agreement with the Indonesian government on its long-term rights, we may be required to reduce or defer investments in underground development projects, which could have a material adverse effect on PT-FI’s future production and reserves. In addition, PT-FI would intend to pursue any and all claims against the Indonesian government for breach of contract through international arbitration.

Refer to "Risk Factors" contained in Part I, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015 , for discussion of risks associated with our operations in Indonesia.

Operating and Development Activities . During 2015, PT-FI revised its plans to incorporate improved operational efficiencies, reductions in input costs, supplies and contractor costs, foreign exchange impacts and a deferral of 15 percent of capital expenditures that had been planned for 2016.

PT-FI has several projects in progress in the Grasberg minerals district related to the development of its large-scale, long-lived, high-grade underground ore bodies. In aggregate, these underground ore bodies are expected to produce large-scale quantities of copper and gold following the transition from the Grasberg open pit, currently anticipated to occur in late 2017. Development of the Grasberg Block Cave and Deep Mill Level Zone (DMLZ) underground mines is advancing. Production from the DMLZ mine commenced during September 2015, and the Grasberg Block Cave mine is anticipated to commence production in 2018.

From 2016 to 2020, estimated aggregate capital spending on these projects is currently expected to average $1.0 billion per year ( $0.8 billion per year net to PT-FI). Considering the long-term nature and size of these projects, actual costs could vary from these estimates. In response to recent market conditions and the uncertain global economic environment, the timing of these expenditures continues to be reviewed.

The following provides additional information on the continued development of the Common Infrastructure project, the Grasberg Block Cave underground mine and the DMLZ ore body that lies below the Deep Ore Zone (DOZ) underground mine.

Common Infrastructure and Grasberg Block Cave Mine. In 2004, PT-FI commenced its Common Infrastructure project to provide access to its large undeveloped underground ore bodies located in the Grasberg minerals district through a tunnel system located approximately 400 meters deeper than its existing underground tunnel system. In addition to providing access to our underground ore bodies, the tunnel system will enable PT-FI to conduct future exploration in prospective areas associated with currently identified ore bodies. The tunnel system was completed to the Big Gossan terminal, and the Big Gossan mine was brought into production in 2010. Production from the Big Gossan mine, which is currently suspended, is expected to restart in the first half of 2017 and ramp up to 7,000 metric tons of ore per day in 2019. Development of the DMLZ and Grasberg Block Cave underground mines is advancing using the Common Infrastructure project tunnels as access.



99



The Grasberg Block Cave underground mine accounts for more than 45 percent of our recoverable proven and probable reserves in Indonesia. Production from the Grasberg Block Cave mine is expected to commence in 2018, following the end of mining of the Grasberg open pit. Targeted production rates once the Grasberg Block Cave mining operation reaches full capacity are expected to approximate 160,000 metric tons of ore per day. As a result of current market conditions, PT-FI is reviewing its operating plans to determine the optimum mine plan for the Grasberg Block Cave.

Aggregate mine development capital for the Grasberg Block Cave mine and associated Common Infrastructure is expected to approximate $6.0 billion (incurred between 2008 to 2022), with PT-FI’s share totaling approximately $5.5 billion. Aggregate project costs totaling $2.2 billion have been incurred through December 31, 2015 ($0.5 billion during 2015 ).

DMLZ. The DMLZ ore body lies below the DOZ underground mine at the 2,590-meter elevation and represents the downward continuation of mineralization in the Ertsberg East Skarn system and neighboring Ertsberg porphyry. The ore body is mined using a block-cave method. Production from the DMLZ underground mine commenced in September 2015. Ore milled from the DMLZ underground mine averaged 2,900 metric tons of ore per day in 2015 ( 3,500 metric tons of ore per day in fourth-quarter 2015). Targeted production rates once the DMLZ underground mine reaches full capacity are expected to approximate 80,000 metric tons of ore per day in 2021.

Drilling efforts continue to determine the extent of the DMLZ ore body. Aggregate mine development capital costs for the DMLZ underground mine are expected to approximate $2.6 billion (incurred between 2009 to 2020), with PT-FI’s share totaling approximately $1.6 billion. Aggregate project costs totaling $1.5 billion have been incurred through December 31, 2015 ($0.3 billion during 2015 ).

Operating Data. Following is summary operating data for our Indonesia mining operations for the years ended December 31.
 
2015
 
2014
 
2013
Operating Data, Net of Joint Venture Interest
 
 
 
 
 
Copper
 
 
 
 
 
Production (millions of recoverable pounds)
752

 
636

 
915

Sales (millions of recoverable pounds)
744

 
664

 
885

Average realized price per pound
$
2.33

 
$
3.01

 
$
3.28

 
 
 
 
 
 
Gold  
 
 
 
 
 
Production (thousands of recoverable ounces)
1,232

 
1,130

 
1,142

Sales (thousands of recoverable ounces)
1,224

 
1,168

 
1,096

Average realized price per ounce
$
1,129

 
$
1,229

 
$
1,312

 
 
 
 
 
 
100% Operating Data
 
 
 
 
 
Ore milled (metric tons per day): a
 
 
 
 
 
Grasberg open pit
115,900

 
69,100

 
127,700

DOZ underground mine b
43,700

 
50,500

 
49,400

DMLZ underground mine c
2,900

 

 

Big Gossan underground mine d

 
900

 
2,100

Total
162,500

 
120,500

 
179,200

 
 
 
 
 
 
Average ore grade:
 
 
 
 
 
Copper (percent)
0.67

 
0.79

 
0.76

Gold (grams per metric ton)
0.79

 
0.99

 
0.69

Recovery rates (percent):
 
 
 
 
 
Copper
90.4

 
90.3

 
90.0

Gold
83.4

 
83.2

 
80.0

Production (recoverable):
 
 
 
 
 
Copper (millions of pounds)
752

 
651

 
928

Gold (thousands of ounces)
1,232

 
1,132

 
1,142

a.
Amounts represent the approximate average daily throughput processed at PT-FI’s mill facilities from each producing mine.
b.
Ore milled from the DOZ underground mine is expected to ramp up to over 60,000 metric tons of ore per day in 2017.


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c.
Production from the DMLZ underground mine commenced in September 2015.
d.
Production from the from the Big Gossan underground mine is expected to restart in the first half of 2017 and ramp up to 7,000 metric tons of ore per day in 2019.

2015 Compared with 2014
Sales volumes from our Indonesia mining operations increased to 744 million pounds of copper and 1.2 million ounces of gold in 2015 , compared with 664 million pounds of copper and 1.2 million ounces of gold in 2014 , primarily reflecting higher mill rates because of the 2014 export restrictions, partly offset by lower ore grades.

At the Grasberg mine, the sequencing of mining areas with varying ore grades causes fluctuations in quarterly and annual production of copper and gold. PT-FI expects ore grades to improve significantly beginning in the second-half of 2016 with access to higher grade sections of the Grasberg open pit, resulting in higher production and lower unit net cash costs. Consolidated sales volumes from our Indonesia mining operations are expected to approximate 1.5 billion pounds of copper and 1.8 million ounces of gold for 2016, with approximately 65 percent of copper sales and 75 percent of gold sales anticipated in the second half of the year. Damages to semi-autogenous griding (SAG) mill electrical components in January 2016 will require repairs in the first half of 2016 or as late as 2017, which are expected to have a negative impact on production at PT-FI.

2014 Compared with 2013
Sales volumes from our Indonesia mining operations totaled 664 million pounds of copper and 1.2 million ounces of gold in 2014 , compared with 885 million pounds of copper and 1.1 million ounces of gold in 2013 , reflecting lower mill throughput resulting from the export restrictions and labor-related work stoppages in 2014, partly offset by higher gold ore grades.
 
Unit Net Cash Costs. Unit net cash costs per pound of copper is a measure intended to provide investors with information about the cash-generating capacity of our mining operations expressed on a basis relating to the primary metal product for our respective operations. We use this measure for the same purpose and for monitoring operating performance by our mining operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. This measure is presented by other metal mining companies, although our measure may not be comparable to similarly titled measures reported by other companies.



101



Gross Profit per Pound of Copper and per Ounce of Gold

The following tables summarize the unit net cash costs and gross profit per pound of copper and per ounce of gold at our Indonesia mining operations for the years ended December 31. Refer to “Production Revenues and Production Costs” for an explanation of “by-product” and “co-product” methods and a reconciliation of unit net cash costs per pound to production and delivery costs applicable to sales reported in our consolidated financial statements.
 
2015
 
2014
 
By-
Product
 
Co-Product Method
 
By-
Product
 
Co-Product Method
 
Method
 
Copper
 
Gold
 
Method
 
Copper
 
Gold
Revenues, excluding adjustments
$
2.33

 
$
2.33

 
$
1,129

 
$
3.01

 
$
3.01

 
$
1,229

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
 
 
and other costs shown below
2.39

 
1.32

 
638

 
2.76

a  
1.59

 
648

Gold and silver credits
(1.91
)
 

 

 
(2.25
)
 

 

Treatment charges
0.31

 
0.17

 
83

 
0.26

 
0.15

 
61

Export duties
0.15

 
0.08

 
39

 
0.12

 
0.06

 
27

Royalty on metals
0.15

 
0.09

 
41

 
0.17

 
0.10

 
41

Unit net cash costs
1.09

 
1.66

 
801

 
1.06

 
1.90

 
777

Depreciation and amortization
0.39

 
0.22

 
105

 
0.40

 
0.23

 
94

Noncash and other costs, net
0.05

 
0.03

 
14

 
0.29

a  
0.17

 
68

Total unit costs
1.53

 
1.91

 
920

 
1.75

 
2.30

 
939

Revenue adjustments, primarily for pricing on
 
 
 
 
 
 
 
 
 
 
 
prior period open sales
(0.07
)
 
(0.06
)
 
7

 
(0.08
)
 
(0.08
)
 
15

PT Smelting intercompany profit
0.01

 
0.01

 
4

 
0.05

 
0.03

 
12

Gross profit per pound/ounce
$
0.74

 
$
0.37

 
$
220

 
$
1.23

 
$
0.66

 
$
317

 
 
 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
744

 
744

 
 
 
664

 
664

 
 
Gold sales (thousands of recoverable ounces)
 
 
 
 
1,224

 
 
 
 
 
1,168

a.
Fixed costs totaling $0.22 per pound of copper charged directly to cost of sales as a result of the impact of export restrictions on PT-FI's operating rates are excluded from site production and delivery and included in net noncash and other costs in 2014 .

A significant portion of PT-FI's costs are fixed and unit costs vary depending on volumes and other factors. Indonesia's unit net cash costs (including gold and silver credits) of $1.09 per pound of copper in 2015 were higher than unit net cash costs of $1.06 per pound in 2014 , primarily reflecting lower gold and silver credits, partly offset by lower site production and delivery mostly associated with lower diesel costs and foreign exchange impacts.

PT-FI's royalties totaled $114 million in 2015 , $115 million in 2014 and $109 million in 2013 , and export duties totaled $109 million in 2015 and $77 million in 2014 . Refer to Note 13 for further discussion of PT-FI's royalties.

Because certain assets are depreciated on a straight-line basis, PT-FI’s unit depreciation rate varies with the level of copper production and sales.

Revenue adjustments primarily result from changes in prices on provisionally priced copper sales recognized in prior periods. Refer to “Consolidated Results - Revenues” for further discussion of adjustments to prior period provisionally priced copper sales.

PT Smelting intercompany profit represents the change in the deferral of 25 percent of PT-FI's profit on sales to PT Smelting. Refer to "Operations - Smelting & Refining" for further discussion.

Assuming achievement of current volume and cost estimates, and an average gold price of $1,100 per ounce for 2016 , Indonesia's unit net cash costs (net of gold and silver credits) are expected to approximate $0.17 per pound of copper for the year 2016 . Indonesia's projected unit net cash costs would change by approximately $0.06 per pound for each $50 per ounce change in the average price of gold during 2016 . Because of the fixed nature of a large portion of Indonesia's costs, unit costs vary from quarter to quarter depending on copper and gold volumes. Higher anticipated ore grades from Grasberg in the second half of 2016 are expected to result in lower unit net cash costs in the second half of 2016.


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2014
 
2013
 
By-
Product
 
Co-Product Method
 
By-
Product
 
Co-Product Method
 
Method
 
Copper
 
Gold
 
Method
 
Copper
 
Gold
Revenues, excluding adjustments
$
3.01

 
$
3.01

 
$
1,229

 
$
3.28

 
$
3.28

 
$
1,312

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
 
 
and other costs shown below
2.76

a  
1.59

 
648

 
2.46

 
1.62

 
648

Gold and silver credits
(2.25
)
 

 

 
(1.69
)
 

 

Treatment charges
0.26

 
0.15

 
61

 
0.23

 
0.15

 
61

Export duties
0.12

 
0.06

 
27

 

 

 

Royalty on metals
0.17

 
0.10

 
41

 
0.12

 
0.08

 
33

Unit net cash costs
1.06

 
1.90

 
777

 
1.12

 
1.85

 
742

Depreciation and amortization
0.40

 
0.23

 
94

 
0.28

 
0.19

 
73

Noncash and other costs, net
0.29

a  
0.17

 
68

 
0.13

 
0.09

 
35

Total unit costs
1.75

 
2.30

 
939

 
1.53

 
2.13

 
850

Revenue adjustments, primarily for pricing on
 
 
 
 
 
 
 
 
 
 
 
prior period open sales
(0.08
)
 
(0.08
)
 
15

 

 

 
(1
)
PT Smelting intercompany profit (loss)
0.05

 
0.03

 
12

 
(0.02
)
 
(0.01
)
 
(6
)
Gross profit per pound/ounce
$
1.23

 
$
0.66

 
$
317

 
$
1.73

 
$
1.14

 
$
455

 
 
 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
664

 
664

 
 
 
885

 
885

 
 
Gold sales (thousands of recoverable ounces)
 
 
 
 
1,168

 
 
 
 
 
1,096

a.
Fixed costs totaling $0.22 per pound of copper charged directly to cost of sales as a result of the impact of export restrictions on PT-FI's operating rates are excluded from site production and delivery and included in net noncash and other costs in 2014 .

Unit net cash costs (net of gold and silver credits) for our Indonesia mining operations of $1.06 per pound of copper in 2014 were lower than unit net cash costs of $1.12 per pound in 2013 , primarily reflecting lower copper sales volumes, the impact of export duties and increased royalty rates, which were more than offset by higher gold and silver credits as a result of lower copper sales volumes.

Africa Mining
Africa mining includes Tenke Fungurume Mining S.A.'s (TFM) Tenke minerals district. We hold an effective 56 percent interest in the Tenke copper and cobalt mining concessions in the Southeast region of the DRC through our consolidated subsidiary TFM, and we are the operator of Tenke.

The Tenke operation includes open-pit mining, leaching and SX/EW operations. Copper production from the Tenke minerals district is sold as copper cathode. In addition to copper, the Tenke minerals district produces cobalt hydroxide.

Operating and Development Activities. TFM completed its second phase expansion project in early 2013, which included increasing mine, mill and processing capacity. Construction of a second sulphuric acid plant is substantially complete. We continue to engage in exploration activities and metallurgical testing to evaluate the potential of the highly prospective minerals district at Tenke. Future development and expansion opportunities are being deferred pending improved market conditions.

Our revised plans at Tenke incorporate a 50 percent reduction in capital spending that had been planned for 2016 and various initiatives to reduce operating, administrative and exploration costs.



103



Operating Data. Following is summary operating data for our Africa mining operations for the years ended December 31.
 
2015
 
2014
 
2013
 
Copper  
 
 
 
 
 
 
Production (millions of recoverable pounds)
449

 
447

 
462

 
Sales (millions of recoverable pounds)
467

 
425

 
454

 
Average realized price per pound a
$
2.42

 
$
3.06

 
$
3.21

 
 
 
 
 
 
 
 
Cobalt  
 
 
 
 
 
 
Production (millions of contained pounds)
35

 
29

 
28

 
Sales (millions of contained pounds)
35

 
30

 
25

 
Average realized price per pound
$
8.21

 
$
9.66

 
$
8.02

 
 
 
 
 
 
 
 
Ore milled (metric tons per day)
14,900

 
14,700

 
14,900

 
Average ore grade (percent):
 
 
 
 
 
 
Copper
4.00

 
4.06

 
4.22

 
Cobalt
0.43

 
0.34

 
0.37

 
Copper recovery rate (percent)
94.0

 
92.6

 
91.4

 
a.
Includes point-of-sale transportation costs as negotiated in customer contracts.

2015 Compared with 2014
Copper sales volumes from TFM increased to 467 million pounds of copper and 35 million pounds of cobalt in 2015 , compared with 425 million pounds of copper and 30 million pounds of cobalt in 2014 . Higher copper sales volumes primarily reflect timing of shipments and higher cobalt sales volumes primarily reflect higher ore grades.

Consolidated sales volumes from TFM are expected to approximate 495 million pounds of copper and 35 million pounds of cobalt in 2016 . Higher projected copper sales volumes from TFM in 2016 primarily reflect higher projected ore grades.

2014 Compared with 2013
Copper sales volumes from TFM decreased to 425 million pounds of copper in 2014 , compared with 454 million pounds of copper in 2013 , primarily because of lower ore grades.

Unit Net Cash Costs. Unit net cash costs per pound of copper is a measure intended to provide investors with information about the cash-generating capacity of our mining operations expressed on a basis relating to the primary metal product for our respective operations. We use this measure for the same purpose and for monitoring operating performance by our mining operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. This measure is presented by other metals mining companies, although our measure may not be comparable to similarly titled measures reported by other companies.



104



Gross Profit per Pound of Copper and Cobalt

The following tables summarize the unit net cash costs and gross profit per pound of copper and cobalt at our Africa mining operations for the years ended December 31. Refer to “Production Revenues and Production Costs” for an explanation of “by-product” and “co-product” methods and a reconciliation of unit net cash costs per pound to production and delivery costs applicable to sales reported in our consolidated financial statements.
 
2015
 
2014
 
By-Product
 
Co-Product Method
 
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Cobalt
 
Method
 
Copper
 
Cobalt
Revenues, excluding adjustments a
$
2.42

 
$
2.42

 
$
8.21

 
$
3.06

 
$
3.06

 
$
9.66

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
 
 
and other costs shown below
1.58

 
1.37

 
5.40

 
1.56

 
1.39

 
5.30

Cobalt credits b
(0.42
)
 

 

 
(0.48
)
 

 

Royalty on metals
0.05

 
0.04

 
0.14

 
0.07

 
0.06

 
0.16

Unit net cash costs
1.21

 
1.41

 
5.54

 
1.15

 
1.45

 
5.46

Depreciation, depletion and amortization
0.55

 
0.46

 
1.26

 
0.54

 
0.46

 
1.13

Noncash and other costs, net
0.07

 
0.06

 
0.16

 
0.05

 
0.04

 
0.11

Total unit costs
1.83

 
1.93

 
6.96

 
1.74

 
1.95

 
6.70

Revenue adjustments, primarily for pricing on
 
 
 
 
 
 
 
 
 
 
 
prior period open sales
(0.01
)
 
(0.01
)
 
(0.02
)
 

 

 
0.07

Gross profit per pound
$
0.58

 
$
0.48

 
$
1.23

 
$
1.32

 
$
1.11

 
$
3.03

 
 
 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
467

 
467

 
 
 
425

 
425

 
 
Cobalt sales (millions of contained pounds)
 
 
 
 
35

 
 
 
 
 
30

a.
Includes point-of-sale transportation costs as negotiated in customer contracts.
b.
Net of cobalt downstream processing and freight costs.

Higher unit net cash costs (net of cobalt credits) for our Africa mining operations of $1.21 per pound of copper in 2015 , compared with $1.15 per pound of copper in 2014 , primarily reflects lower cobalt credits. Assuming achievement of current volume and cost estimates, and an average cobalt market price of $10 per pound for 2016 , average unit net cash costs (net of cobalt credits) are expected to approximate $1.32 per pound of copper in 2016 . Africa's projected unit net cash costs for 2016 would change by $0.09 per pound for each $2 per pound change in the average price of cobalt during 2016 .
 
2014
 
2013
 
By-Product
 
Co-Product Method
 
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Cobalt
 
Method
 
Copper
 
Cobalt
Revenues, excluding adjustments a
$
3.06

 
$
3.06

 
$
9.66

 
$
3.21

 
$
3.21

 
$
8.02

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
 
 
and other costs shown below
1.56

 
1.39

 
5.30

 
1.43

 
1.35

 
4.35

Cobalt credits b
(0.48
)
 

 

 
(0.29
)
 

 

Royalty on metals
0.07

 
0.06

 
0.16

 
0.07

 
0.06

 
0.14

Unit net cash costs
1.15

 
1.45

 
5.46

 
1.21

 
1.41

 
4.49

Depreciation, depletion and amortization
0.54

 
0.46

 
1.13

 
0.54

 
0.48

 
1.00

Noncash and other costs, net
0.05

 
0.04

 
0.11

 
0.06

 
0.06

 
0.11

Total unit costs
1.74

 
1.95

 
6.70

 
1.81

 
1.95

 
5.60

Revenue adjustments, primarily for pricing on
 
 
 
 
 
 
 
 
 
 
 
prior period open sales

 

 
0.07

 

 

 
0.09

Gross profit per pound
$
1.32

 
$
1.11

 
$
3.03

 
$
1.40

 
$
1.26

 
$
2.51

 
 
 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
425

 
425

 
 
 
454

 
454

 
 
Cobalt sales (millions of contained pounds)
 
 
 
 
30

 
 
 
 
 
25

a.
Includes point-of-sale transportation costs as negotiated in customer contracts.
b.
Net of cobalt downstream processing and freight costs.


105




Unit net cash costs (net of cobalt credits) for our Africa mining operations of $1.15 per pound of copper in 2014 were lower than unit net cash costs of $1.21 per pound of copper in 2013 , primarily reflecting higher cobalt credits, partly offset by higher site production and delivery costs associated with input and mine logistics support costs.

Molybdenum Mines
We have two wholly owned molybdenum mines in North America – the Henderson underground mine and the Climax open-pit mine, both in Colorado. The Henderson and Climax mines produce high-purity, chemical-grade molybdenum concentrate, which is typically further processed into value-added molybdenum chemical products. The majority of molybdenum concentrate produced at the Henderson and Climax mines, as well as from our North and South America copper mines, is processed at our own conversion facilities.

Operating and Development Activities. The revised plans for our Henderson molybdenum mine incorporate lower operating rates, resulting in an approximate 65 percent reduction in Henderson's projected annual production volumes. We have also adjusted production plans at our by-product mines, including the impacts of a planned shutdown at our Sierrita mine. Additionally, we have incorporated changes in the commercial pricing structure for our chemical products to promote continuation of chemical-grade production.

Production from our molybdenum mines totaled 48 million pounds of molybdenum in 2015 , 51 million pounds in 2014 and 49 million pounds in 2013 . Refer to "Consolidated Results" for our consolidated molybdenum operating data, which includes sales of molybdenum produced at our molybdenum mines and at our North and South America copper mines, and refer to "Outlook" for projected consolidated molybdenum sales volumes.

Unit Net Cash Costs Per Pound of Molybdenum. Unit net cash costs per pound of molybdenum is a measure intended to provide investors with information about the cash-generating capacity of our mining operations expressed on a basis relating to the primary metal product for our respective operations. We use this measure for the same purpose and for monitoring operating performance by our mining operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. This measure is presented by other metals mining companies, although our measure may not be comparable to similarly titled measures reported by other companies.

Average unit net cash costs for our molybdenum mines totaled $7.11 per pound of molybdenum in 2015 , $7.08 per pound in 2014 and $7.15 per pound in 2013 . Assuming achievement of current volume and cost estimates, we estimate unit net cash costs for the molybdenum mines to average $8.25 per pound of molybdenum in 2016 , primarily reflecting lower projected molybdenum production. Refer to "Product Revenues and Production Costs" for a reconciliation of unit net cash costs per pound to production and delivery costs applicable to sales reported in our consolidated financial statements.

Smelting & Refining
We wholly own and operate a smelter in Arizona (Miami Smelter) and a smelter and refinery in Spain (Atlantic Copper). Additionally, PT-FI owns 25 percent of a smelter and refinery in Gresik, Indonesia (PT Smelting). Treatment charges for smelting and refining copper concentrate consist of a base rate per pound of copper and per ounce of gold and are generally fixed. Treatment charges represent a cost to our mining operations and income to Atlantic Copper and PT Smelting. Thus, higher treatment charges benefit our smelter operations and adversely affect our mining operations. Our North America copper mines are less significantly affected by changes in treatment charges because these operations are largely integrated with our Miami smelter. Through this form of downstream integration, we are assured placement of a significant portion of our concentrate production. During 2015, approximately 40 percent of our consolidated concentrate production was processed through the Miami smelter, Atlantic Copper and PT Smelting's facilities.



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Atlantic Copper smelts and refines copper concentrate and markets refined copper and precious metals in slimes. Following is a summary of Atlantic Copper's concentrate purchases from our copper mining operations and third parties for the years ended December 31.
 
2015
 
2014
 
2013
North America copper mines
23
%
 
21
%
 
13
%
South America mining
3

a  
21

 
32

Indonesia mining
3

 
8

 
16

Third parties
71

 
50

 
39

 
100
%
 
100
%
 
100
%
a.
The decrease in purchases from the South America mines, compared to the years 2014 and 2013, primarily reflects the impact of the November 2014 sale of the Candelaria and Ojos del Salado mines.

PT-FI's contract with PT Smelting requires PT-FI to supply 100 percent of the copper concentrate requirements (at market rates subject to a minimum or maximum rate) necessary for PT Smelting to produce 205,000 metric tons of copper annually on a priority basis. PT-FI may also sell copper concentrate to PT Smelting at market rates for quantities in excess of 205,000 metric tons of copper annually. PT-FI supplied approximately 80 percent of PT Smelting's concentrate requirements in each of the three years ended December 31, 2015, and PT Smelting processed 37 percent in 2015 , 58 percent in 2014 and 41 percent in 2013 of PT-FI's concentrate production. PT-Smelting resumed operations in September 2015, following a temporary suspension in July 2015, and operated at approximately 80 percent capacity until November 2015 when required repairs of an acid plant cooling tower that was damaged during the suspension, were completed.

We defer recognizing profits on sales from our mining operations to Atlantic Copper and on 25 percent of Indonesia mining's sales to PT Smelting until final sales to third parties occur. Changes in these deferrals attributable to variability in intercompany volumes resulted in net additions (reductions) to net income attributable to common stockholders totaling $42 million ( $0.04 per share) in 2015 , $43 million ( $0.04 per share) in 2014 and $(17) million ( $(0.02) per share) in 2013 . Our net deferred profits on inventories at Atlantic Copper and PT Smelting to be recognized in future periods' net income attributable to common stockholders totaled $14 million at December 31, 2015 . Quarterly variations in ore grades, the timing of intercompany shipments and changes in product prices will result in variability in our net deferred profits and quarterly earnings.

Oil and Gas Operations
Through our wholly owned oil and gas subsidiary, FM O&G, our portfolio of oil and gas assets includes significant oil production facilities and growth potential in the Deepwater GOM, established oil production onshore and offshore California, large onshore natural gas resources in the Haynesville shale in Louisiana, natural gas production from the Madden area in central Wyoming, and a position in the Inboard Lower Tertiary/Cretaceous natural gas trend onshore in South Louisiana. For the year 2015, 88 percent of our oil and gas revenues, excluding the impact of derivative contracts, were from oil and NGLs.

Impairment of Oil and Gas Properties. Under the SEC's full cost accounting rules, a "ceiling test" is conducted each quarter to review the carrying value of the oil and gas properties for impairment. Each quarter end since September 30, 2014, net capitalized costs with respect to FM O&G's proved U.S. oil and gas properties exceeded the ceiling test limitation specified by full cost accounting rules, which resulted in the recognition of impairment charges totaling $13.0 billion in 2015 and $3.7 billion in 2014. Refer to "Critical Accounting Estimates" for further discussion of impairment of oil and gas properties.

In 2015, FM O&G also recognized impairment charges of $164 million for international oil and gas properties, primarily related to unsuccessful exploration activities in Morocco. Costs associated with the exploration blocks offshore Morocco were transferred to the Morocco full cost pool when drilling of the MZ-1 well associated with the Ouanoukrim prospect was completed to its targeted depth below 20,000 feet to evaluate the primary objectives and did not contain hydrocarbons. As FM O&G does not have proved reserves or production in Morocco, an impairment charge was recorded.



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U.S. Oil and Gas Operations. Following is summary operating results for the U.S. oil and gas operations for the years ended December 31:
 
 
2015
 
2014 a
 
2013 a,b
Sales Volumes
 
 
 
 
 
 
  Oil (MMBbls)
 
35.3

 
40.1

 
26.6

  Natural gas (Bcf)
 
89.7

 
80.8

 
54.2

NGLs (MMBbls)
 
2.4

 
3.2

 
2.4

MMBOE
 
52.6

 
56.8

 
38.1

 
 
 
 
 
 
 
Average Realizations c
 
 
 
 
 
 
Oil (per barrel)
 
$
57.11

 
$
90.00

 
$
98.32

Natural gas   (per MMBtu)
 
$
2.59

 
$
4.23

 
$
3.99

NGLs (per barrel)
 
$
18.90

 
$
39.73

 
$
38.20

 
 
 
 
 
 
 
Gross (Loss) Profit per BOE
 
 
 
 
 
 
Realized revenues c
 
$
43.54

 
$
71.83

 
$
76.87

Less: cash production costs c
 
18.59

 
20.08

 
17.14

Cash operating margin c
 
24.95

 
51.75

 
59.73

Less: depreciation, depletion and amortization
 
34.28

 
40.34

 
35.81

Less: impairment of oil and gas properties
 
246.67

 
65.80

 

Less: accretion and other costs
 
4.41

d  
1.69

 
0.79

Plus: net noncash mark-to-market (losses) gains on derivative contracts
 
(6.07
)
 
11.03

 
(8.20
)
Plus: other net adjustments
 
0.43

 
0.06

 
0.04

Gross (loss) profit
 
$
(266.05
)
 
$
(44.99
)
 
$
14.97

a.
Includes results of Eagle Ford prior to its sale in June 2014.
b.
Reflects the results of FM O&G beginning June 1, 2013.
c.
Cash operating margin for oil and gas operations reflects realized revenues less cash production costs. Realized revenues exclude noncash mark-to-market adjustments on derivative contracts, and cash production costs exclude accretion and other costs. For reconciliations of realized revenues (including average realizations for oil, natural gas and NGLs) and cash production costs to revenues and production and delivery costs reported in our consolidated financial statements, refer to the supplemental schedule, "Product Revenues and Production Costs."
d.
Includes $3.58 per BOE primarily for other asset impairments and inventory write-downs, idle/terminated rig costs and prior year non-income tax assessments at the California properties.

Excluding the impact of realized cash gains (losses) on derivative contracts of $11.53 per barrel for 2015 , $(2.76) per barrel in 2014 and $(1.35) per barrel for the seven-month period from June 1, 2013, to December 31, 2013, the average realized price for crude oil was $45.58 per barrel in 2015 ( 85 percent of the average Brent crude oil price of $53.64 per barrel), $92.76 per barrel in 2014 (93 percent of the average Brent crude oil price of $99.45 per barrel) and $99.67 per barrel in for the seven-month period from June 1, 2013, to December 31, 2013 (92 percent of the average Brent crude oil price of $108.66 per barrel).

FM O&G's average realized price for natural gas was $2.59 per MMBtu in 2015 , $4.23 per MMBtu in 2014 ($4.37 per MMBtu excluding the impact of derivative contracts) and $3.99 per MMBtu ($3.73 per MMBtu excluding the impact of derivative contracts) for the seven-month period from June 1, 2013, to December 31, 2013, compared to the NYMEX natural gas price average of $2.66 per MMBtu for the year 2015 contracts, $4.41 per MMBtu for the year 2014 contracts, and $3.67 per MMBtu for the June through December 2013 contracts.

2015 Compared with 2014
Realized revenues for oil and gas operations of $43.54 per BOE for the year 2015 were lower than realized revenues of $71.83 per BOE for the year 2014, primarily reflecting lower oil prices, partly offset by the impact of higher cash gains on derivative contracts (cash gains of $7.72 per BOE in 2015, compared with cash losses of $2.15 per BOE in 2014).

Cash production costs for oil and gas operations of $18.59 per BOE for the year 2015 were lower than cash production costs of $20.08 for the year 2014, primarily reflecting lower well workover expense and steam costs in California.



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Based on current sales volume and cost estimates, cash production costs are expected to decline to approximately $15 per BOE for the year 2016 , primarily reflecting increased production from the Deepwater GOM and cost reduction efforts.

2014 Compared with 2013
Realized revenues for oil and gas operations of $71.83 per BOE for the year 2014 were lower than realized revenues of $76.87 per BOE for the seven-month period from June 1, 2013, to December 31, 2013, primarily reflecting lower oil prices and higher cash losses on derivative contracts (cash losses of $2.15 per BOE in 2014, compared with $0.58 per BOE for the seven-month period from June 1, 2013, to December 31, 2013).

Cash production costs of $20.08 per BOE for the year 2014 were higher than cash production costs of $17.14 per BOE for the seven-month period from June 1, 2013, to December 31, 2013, primarily reflecting the sale of lower cost Eagle Ford properties in June 2014 and higher operating costs in California and the GOM.

Daily Sales Volumes . Following is a summary of average sales volumes per day by region for oil and gas operations for the years ended December 31:
 
 
2015
 
2014
 
2013 a
 
Sales Volumes (MBOE per day):
 
 
 
 
 
 
 
GOM b
 
83

 
73

 
72

 
California
 
37

 
39

 
39

 
Haynesville/Madden/Other
 
24

 
20

c  
21

 
Eagle Ford
 

 
24

 
46

 
Total oil and gas operations
 
144

 
156

 
178

 
a.
Reflects the results of FM O&G beginning June 1, 2013.
b.
Includes sales from properties on the GOM Shelf and in the Deepwater GOM; 2015 also includes sales from properties in the Inboard Lower Tertiary/Cretaceous natural gas trend.
c.
Results include volume adjustments related to Eagle Ford's pre-close sales; FM O&G completed the sale of Eagle Ford in June 2014.

Daily sales volumes averaged 144 MBOE for the year 2015 , including 96 MBbls of crude oil, 246 MMcf of natural gas and 7 MBbls of NGLs; 156 MBOE for the year 2014, including 110 MBbls of crude oil, 221 MMcf of natural gas and 9 MBbls of NGLs; and 178 MBOE for the seven-month period from June 1, 2013, including 124 MBbls of crude oil, 254 MMcf of natural gas and 11 MBbls of NGLs. Oil and gas sales volumes are expected to average 158 MBOE per day for the year 2016 , comprised of 74 percent oil, 21 percent natural gas and 5 percent NGLs.

Exploration, Operating and Development Activities. Our oil and gas business has significant proved, probable and possible reserves with valuable infrastructure and associated resources with long-term production and development potential.

Since commencing development activities in 2014 at its three 100-percent-owned production platforms in the Deepwater GOM, FM O&G has drilled 14 wells in producing fields with positive results, including the King D-10 well in fourth-quarter 2015. Four of these wells have been brought on production, including the King D-12 well in November 2015. FM O&G plans to complete and place six additional wells on production in 2016.

We are taking continuing actions to reduce oil and gas costs and capital expenditures, including undertaking a near-term deferral of exploration and development activities by idling the three Deepwater GOM drillships FM O&G has under contract. Past investments are expected to enable production to be increased from rates of 144 MBOE per day in 2015 to an average of 157 MBOE per day in 2016 and 2017, and cash production costs to decline to approximately$15 per BOE in 2016 and 2017.

FM O&G expects to incur idle rig costs associated with its drillship contracts totaling an estimated $0.6 billion in 2016 and $0.4 billion in 2017.

Oil and Gas Capital Expenditures. Capital expenditures for our oil and gas operations totaled $3.0 billion in 2015 (including $2.5 billion incurred for Deepwater GOM and $0.2 billion for the Inboard Lower Tertiary/Cretaceous natural gas trend). Capital expenditures for oil and gas operations for the year 2016 are estimated to total $1.5


109



billion , which excludes $0.6 billion for idle rig costs. Approximately 85 percent of the 2016 capital budget is expected to be directed to the GOM. 

Deepwater GOM . FM O&G operates and owns 100-percent working interests in the large-scale Holstein, Marlin and Horn Mountain deepwater production platforms, which in total have processing capacity of 250 MBbls of oil per day. In addition, FM O&G has interests in the Lucius and Heidelberg oil fields and in the Atwater Valley focus area, as well as interests in the Ram Powell and Hoover deepwater production platforms.

During 2015, field development continued at Heidelberg in the Green Canyon focus area and first oil production commenced in January 2016. Three wells are expected to begin producing during the initial phase and another two wells are scheduled to be drilled and come on line at a later date. Heidelberg is a subsea development consisting of five subsea wells tied back to a truss spar hull located in 5,300 feet of water. Heidelberg field was discovered in November 2008 and the subsequent development project was sanctioned in early 2013. FM O&G has a 12.5 percent working interest in Heidelberg.

During 2015, FM O&G continued drilling at Holstein Deep. Completion activities for the initial three-well subsea tieback development program are progressing on schedule, with first production expected by mid-2016. In aggregate, the three wells are estimated to commence production at approximately 24 MBOE per day. The Holstein Deep development is located in Green Canyon Block 643, west of the 100-percent-owned Holstein platform in 3,890 feet of water, with production facilities capable of processing 113 MBbls of oil per day.

FM O&G’s 100-percent-owned Marlin Hub is located in the Mississippi Canyon focus area and has production facilities capable of processing 60 MBbls of oil per day. FM O&G has drilled five successful tieback opportunities in the area since 2014, including the 100-percent-owned Dorado and King development projects.

During 2015, FM O&G drilled three successful wells at the King field, which is located in Mississippi Canyon south of the Marlin facility in 5,200 feet of water. During fourth-quarter 2015, FM O&G established production from the first King well (D-12) and logged oil pay in the King D-10 well. In 2016, FM O&G plans to complete and tieback the King D-13 well to the Marlin production platform. The King D-9 and D-10 wells are expected to be completed in future periods.

FM O&G’s 100-percent-owned Horn Mountain field is also located in the Mississippi Canyon focus area and has production facilities capable of processing 75 MBbls of oil per day. During 2015, FM O&G successfully drilled three wells in the Horn Mountain area, including the Quebec/Victory (Q/V), Kilo/Oscar (K/O) and Horn Mountain Deep wells. To enhance recovery of remaining oil in place, future development plans will target subsea tieback from multiple stacked sands in the area. In 2016, FM O&G plans to complete and tie back two wells to the Horn Mountain production platform, including the Q/V and K/O wells.

FM O&G has a broad set of assets with valuable infrastructure and associated resources with attractive long-term production and development potential, including the Vito and Power Nap oil discoveries in the Atwater Valley area and a large Deepwater GOM project inventory with over 150 undeveloped locations.

Inboard Lower Tertiary/Cretaceous . FM O&G has a position in the Inboard Lower Tertiary/Cretaceous natural gas trend, located onshore in South Louisiana. During November 2015, FM O&G completed the installation of additional processing facilities to accommodate higher flow rates from the Highlander well, which began production in February 2015. In December 2015, gross rates from the Highlander well averaged approximately 44 MMcf per day (approximately 21 MMcf per day net to FM O&G). FM O&G is the operator and has a 72 percent working interest and an approximate 49 percent net revenue interest in Highlander.

California . Sales volumes from California averaged 37 MBOE per day for 2015, compared with 39 MBOE per day for 2014. FM O&G’s position in California is located onshore in the San Joaquin Valley and Los Angeles Basin, and offshore in the Point Pedernales field. Since second-quarter 2015, production from Point Arguello platforms has been shut in following the shutdown of a third-party operated pipeline system that transports oil to various California refineries.

Haynesville . FM O&G has rights to a substantial natural gas resource, located in the Haynesville shale in Louisiana. Drilling activities remain constrained in response to low natural gas prices in order to maximize near-term cash flows and to preserve the resource for potentially higher future natural gas prices.



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CAPITAL RESOURCES AND LIQUIDITY

Our consolidated operating cash flows vary with prices realized from copper, gold, molybdenum and oil sales, our sales volumes, production costs, income taxes, other working capital changes and other factors. During 2015, in response to weak market conditions, we took actions to enhance our financial position, including significant reductions in capital spending, production curtailments at certain North and South America mines and actions to reduce operating, exploration and administrative costs (refer to “Operations” for further discussion). In addition, we generated approximately $2 billion in gross proceeds from at-the-market equity programs, and our Board reduced our annual common stock dividend from $1.25 per share to $0.20 per share in March 2015, and subsequently suspended the annual common stock dividend in December 2015. Further weakening of commodity prices in early 2016, and the uncertainty about the timing of economic and commodity price recovery require us to continue taking actions to strengthen our financial position, reduce debt and re-focus our portfolio of assets. Our business strategy is focused on our position as a leading global copper producer. We will continue to manage our production activities, spending on capital projects and operations, and the administration of our business to enhance cash flows, and intend to complete significant asset sale transactions to reduce debt.

Cash
Following is a summary of the U.S. and international components of consolidated cash and cash equivalents, including cash available to the parent company, net of noncontrolling interests' share, taxes and other costs at December 31 (in millions):
 
2015
 
2014
Cash at domestic companies
$
6

 
$
78

Cash at international operations
218

 
386

Total consolidated cash and cash equivalents
224

 
464

Less: noncontrolling interests’ share
(44
)
 
(91
)
Cash, net of noncontrolling interests’ share
180

 
373

Less: withholding taxes and other
(11
)
 
(16
)
Net cash available
$
169

 
$
357


Cash held at our international operations is generally used to support our foreign operations' capital expenditures, operating expenses, working capital and other tax payments or other cash needs. Management believes that sufficient liquidity is available in the U.S. from cash balances and availability from our revolving credit facility and uncommitted lines of credit (refer to Note 8). With the exception of TFM, we have not elected to permanently reinvest earnings from our foreign subsidiaries, and we have recorded deferred tax liabilities for foreign earnings that are available to be repatriated to the U.S. From time to time, our foreign subsidiaries distribute earnings to the U.S. through dividends that are subject to applicable withholding taxes and noncontrolling interests' share.

Debt
We continue to focus on cost and capital management and cash flow generation from our operations in the current weak commodity price environment and are taking further immediate actions to reduce debt by pursuing asset sales and joint venture transactions. Following is a summary of our total debt and related weighted-average interest rates at December 31 (in billions, except percentages):
 
2015
 
2014
 
 
 
 
Weighted-
 
 
 
Weighted-
 
 
 
 
Average
 
 
 
Average
 
 
 
 
Interest Rate
 
 
 
Interest Rate
 
FCX Senior Notes
$
11.9

 
3.8%
 
$
11.9

 
3.8%
 
FCX Term Loan
3.0

 
2.2%
 
3.0

 
1.7%
 
FM O&G LLC Senior Notes
2.5

 
6.6%
 
2.6

 
6.6%
 
Cerro Verde Credit Facility
1.8

 
2.8%
 
0.4

 
2.1%
 
Other FCX debt
1.2

 
3.9%
 
0.9

 
3.9%
 
Total debt
$
20.4

 
3.8%
 
$
18.8

 
3.8%
 
 
 
 
 
 
 
 
 
 

As of December 31, 2015 , we had $36 million in letters of credit issued and availability of $4.0 billion under our credit facility.



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In December 2015, we reached agreement with our bank group to amend the Leverage Ratio (Net Debt/EBITDA, as defined in the agreement) under our revolving credit facility and term loan from the previous limit. In addition, the amendment increased the interest rate spreads under specified conditions and requires prepayment of the term loan with 50 percent of the net proceeds of certain asset dispositions.

On February 26, 2016, we reached agreement with our bank group to amend our revolving credit facility and term loan. The changes pursuant to the revolving credit facility and the term loan included modifications of the maximum leverage ratio and minimum interest expense coverage ratio to provide us with additional flexibility, and the commitment under our revolving credit facility has been reduced by $500 million from $4.0 billion to $3.5 billion. A springing collateral and guarantee trigger was added to the revolving credit facility and term loan. Under this provision, if we have not entered into definitive agreements for asset sales totaling $3.0 billion in aggregate by June 30, 2016, that are reasonably expected to close by December 31, 2016, we will be required to secure the revolving credit facility and term loan with a mutually acceptable collateral and guarantee package. If such asset sales totaling $3.0 billion in aggregate have not occurred by December 31, 2016, then the springing collateral and guarantee trigger will go into effect.

Refer to Notes 8 and 18 for further discussion of our debt, include the modifications to our revolving credit facility and term loan.

Operating Activities
We generated consolidated operating cash flows totaling $3.2 billion in 2015 (including $0.4 billion in working capital sources and changes in other tax payments), $5.6 billion in 2014 (net of $0.6 billion for working capital uses and changes in other tax payments) and $6.1 billion in 2013 (net of $0.4 billion for working capital uses and changes in other tax payments).

Lower consolidated operating cash flows for 2015, compared with 2014, primarily reflects the impact of lower commodity price realizations, partly offset by an increase in working capital sources mostly associated with accounts receivable associated with settlements of oil and gas derivative contracts and inventories reflecting a decrease in volumes and lower average costs.

Lower consolidated operating cash flows for 2014, compared with 2013, reflect the impact of lower copper and gold price realizations and lower copper sales volumes, partly offset by a full year of our oil and gas operations.

Based on current operating plans and subject to future commodity prices for copper, gold, molybdenum and crude oil, we expect estimated consolidated operating cash flows for the year 2016 , plus available cash and availability under our credit facility and uncommitted lines of credit, to be sufficient to fund our budgeted capital expenditures, scheduled debt maturities, noncontrolling interest distributions and other cash requirements for the year 2016. Refer to “Outlook” for further discussion of projected operating cash flows for the year 2016 .

Investing Activities
Capital Expenditures. Capital expenditures, including capitalized interest, totaled $6.35 billion in 2015 (including $2.4 billion for major projects at mining operations and $3.0 billion for oil and gas operations), $7.2 billion in 2014 (including $2.9 billion for major projects at mining operations and $3.2 billion for oil and gas operations) and $5.3 billion in 2013 (including $2.3 billion for major projects at mining operations and $1.45 billion for oil and gas operations).

Lower capital expenditures in 2015, compared with 2014, primarily reflected decreased spending for major projects at mining operations, mostly resulting from the completion of the Morenci mill expansion (substantially completed in May 2014). Higher capital expenditures in 2014, compared with 2013, reflect increased capital expenditures at our oil and gas operations and increased spending for major projects at mining operations primarily associated with the expansion project at Cerro Verde.

Refer to "Outlook" for further discussion of projected capital expenditures for the year 2016.



112


Dispositions and Acquisitions. In November 2014, we completed the sale of our 80 percent ownership interests in the Candelaria and Ojos del Salado mines for $1.8 billion in cash (after-tax net proceeds of $1.5 billion ).

In June 2014, we completed the sale of the Eagle Ford shale assets for cash consideration of $3.1 billion. Approximately $1.3 billion of the proceeds was placed in a like-kind exchange escrow to reinvest in additional oil and gas interests and the remaining net proceeds were used to repay debt. In June 2014 and September 2014, we completed acquisitions of Deepwater GOM interests totaling $1.4 billion.

In June 2013, we paid $3.5 billion in cash (net of cash acquired) for the acquisition of Plains Exploration & Production Company (PXP) and $1.6 billion in cash (net of cash acquired) for the acquisition of MMR.

In March 2013, we paid $348 million (net of cash acquired) for the acquisition of a cobalt chemical refinery in Kokkola, Finland, and the related sales and marketing business. The acquisition was funded 70 percent by us and 30 percent by Lundin, our joint venture partner.

Refer to Note 2 for further discussion of these dispositions and acquisitions.

Financing Activities
Debt Transactions. Net proceeds from debt in 2015 primarily include borrowings of $1.4 billion under Cerro Verde's nonrecourse senior unsecured credit facility to fund its expansion project.

During 2014, we completed the sale of $3.0 billion of senior notes, which were comprised of four tranches with a weighted-average interest rate of 4.1 percent. The proceeds from these senior notes were used to fund our December 2014 tender offers for $1.14 billion aggregate principal of senior notes (with a weighted-average interest rate of 6.5 percent), essentially all of our 2015 scheduled maturities (including scheduled term loan amortization and $500 million of 1.40% Senior Notes), $300 million in 7.625% Senior Notes, and to repay borrowings under our revolving credit facility. Other senior note redemptions during 2014 include $400 million of our 8.625% Senior Notes, $1.7 billion of the aggregate principal amount of certain senior notes (with a weighted-average interest rate of 6.6 percent) and $210 million of the aggregate principal amount of our 6.625% Senior Notes.

During 2013, we sold $6.5 billion of senior notes in four tranches with a weighted-average interest rate of 3.9 percent, and borrowed $4.0 billion under an unsecured bank term loan with an interest rate of London Interbank Offered Rate (LIBOR) plus 1.75 percent. Net proceeds from these borrowings were used to fund the acquisitions of PXP and MMR, repay certain debt of PXP and for general corporate purposes. Also in 2013, we redeemed the $299 million of MMR's outstanding 11.875% Senior Notes and $400 million of PXP's 7 5 / 8 % Senior Notes, which were assumed in the acquisitions.

Refer to Note 8 for further discussion of these transactions.

Equity Transactions. Since August 2015 and through January 5, 2016, we sold 210 million shares of common stock, generating gross proceeds of approximately $2 billion under our at-the-market equity programs (including 206 million shares of common stock, generating gross proceeds of $1.96 billion during 2015). Net proceeds from the at-the-market equity programs were used for general corporate purposes, including the repayment of amounts outstanding under the revolving credit facility and other borrowings, and the financing of working capital and capital expenditures. Refer to Note 10 for further discussion.

During 2013, conversion of MMR's 8% Convertible Perpetual Preferred Stock and 5.75% Convertible Perpetual Preferred Stock, Series 1 required cash payments of $228 million . Refer to Note 2 for further discussion.

Dividends. We paid dividends on our common stock totaling $605 million in 2015 (including $115 million for special dividends of $0.1105 per share paid in accordance with the settlement terms of the shareholder derivative litigation), $1.3 billion in 2014 and $2.3 billion in 2013 (including $1.0 billion for a supplemental dividend of $1.00 per share paid in July 2013).

In March 2015, our Board reduced our annual common stock dividend from $1.25 per share to $0.20 per share, and in December 2015, our Board suspended the annual common stock dividend. These actions will provide annual cash savings of approximately $1.6 billion (based on outstanding common shares of 1.25 billion at December 31, 2015) and further enhance our liquidity during this period of weak market conditions. The declaration of dividends is


113


at the discretion of our Board and will depend upon our financial results, cash requirements, future prospects and other factors deemed relevant by our Board.

Cash dividends and other distributions paid to noncontrolling interests totaled $120 million in 2015 , $424 million in 2014 and $256 million in 2013 . These payments will vary based on the operating results and cash requirements of our consolidated subsidiaries.

CONTRACTUAL OBLIGATIONS

We have contractual and other long-term obligations, including debt maturities based on the principal amounts, which we expect to fund with available cash, projected operating cash flows, availability under our revolving credit facility or future financing transactions, if necessary. Following is summary of these various obligations at December 31, 2015 (in millions):
 
Total
 
2016
 
2017 to
2018
 
2019 to
2020
 
Thereafter
Debt maturities
$
20,347

 
$
649

 
$
5,199

 
$
4,311

 
$
10,188

Scheduled interest payment obligations a
7,258

 
760

 
1,428

 
1,155

 
3,915

ARO and environmental obligations b
8,538

 
324

 
907

 
325

 
6,982

Take-or-pay contracts:
 
 
 
 
 
 
 
 
 
Mining operations c
2,156

 
1,150

 
481

 
112

 
413

Oil and gas operations d
1,773

 
1,035

 
615

 
54

 
69

Operating lease obligations
337

 
54

 
89

 
48

 
146

Total e
$
40,409

 
$
3,972

 
$
8,719

 
$
6,005

 
$
21,713

a.
Scheduled interest payment obligations were calculated using stated coupon rates for fixed-rate debt and interest rates applicable at December 31, 2015 , for variable-rate debt.
b.
Represents estimated cash payments, on an undiscounted and unescalated basis, associated with ARO and environmental activities (including $2.1 billion for our oil and gas operations). The timing and the amount of these payments could change as a result of changes in regulatory requirements, changes in scope and timing of ARO activities, the settlement of environmental matters and as actual spending occurs. Refer to Note 12 for additional discussion of environmental and ARO matters.
c.
Represents contractual obligations for purchases of goods or services agreements enforceable and legally binding and that specify all significant terms including the procurement of copper concentrate ( $854 million ), electricity ( $601 million ) and transportation services ( $450 million ). Some of our take-or-pay contracts are settled based on the prevailing market rate for the service or commodity purchased, and in some cases, the amount of the actual obligation may change over time because of market conditions. Obligations for copper concentrate provide for deliveries of specified volumes to Atlantic Copper at market-based prices. Electricity obligations are primarily for contractual minimum demand at the South America mines. Transportation obligations are primarily for South America contracted ocean freight.
d.
Represents contractual obligations for purchases of goods or service agreements enforceable and legally binding and that specify all significant terms, including minimum commitments for Deepwater GOM drillships ( $1.2 billion ) and transportation services ( $221 million ). Drillship obligations provide for an operating rate over the contractual term. Transportation obligations are primarily for FM O&G contracted rates for natural gas and crude oil gathering systems.
e.
This table excludes certain other obligations in our consolidated balance sheets, such as estimated funding for pension, postretirement and other employee benefit obligations as the funding may vary from year to year based on changes in the fair value of plan assets and actuarial assumptions, commitments and contingencies totaling $101 million and unrecognized tax benefits totaling $152 million where the timing of settlement is not determinable, and other less significant amounts. This table also excludes purchase orders for the purchase of inventory and other goods and services, as purchase orders typically represent authorizations to purchase rather than binding agreements.

In addition to our debt maturities and other contractual obligations discussed above, we have other commitments, which we expect to fund with available cash, projected operating cash flows, available credit facilities or future financing transactions, if necessary. These include (i) PT-FI's commitment to provide one percent of its annual revenue for the development of the local people in its area of operations through the Freeport Partnership Fund for Community Development, (ii) TFM's commitment to provide 0.3 percent of net sales revenue from production for the development of the local people in its area of operations, (iii) Cerro Verde's scheduled installment payments for disputed mining royalty assessments and (iv) other commercial commitments, including standby letters of credit, surety bonds and guarantees. Refer to Notes 12 and 13 for further discussion.



114


CONTINGENCIES

Environmental
The cost of complying with environmental laws is a fundamental and substantial cost of our business. At December 31, 2015 , we had $1.2 billion recorded in our consolidated balance sheet for environmental obligations attributed to CERCLA or analogous state programs and for estimated future costs associated with environmental obligations that are considered probable based on specific facts and circumstances.

During 2015 , we incurred environmental capital expenditures and other environmental costs (including our joint venture partners’ shares) of $421 million for programs primarily to comply with applicable environmental laws and regulations that affect our operations, compared with $405 million in 2014 and $595 million in 2013 . Higher costs in 2013 primarily reflect the completion of a water treatment facility at one of our molybdenum mines.

For 2016 , we expect to incur approximately $495 million of aggregate environmental capital expenditures and other environmental costs, which are part of our overall 2016 operating budget. The timing and amount of estimated payments could change as a result of changes in regulatory requirements, changes in scope and timing of reclamation activities, the settlement of environmental matters and as actual spending occurs.

Refer to Note 12 and "Risk Factors" contained in Part I, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015, for further information about environmental regulation, including significant environmental matters.

Asset Retirement Obligations
We recognize AROs as liabilities when incurred, with the initial measurement at fair value. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to cost of sales. Mine reclamation costs for disturbances are recorded as an ARO and as a related asset retirement cost (ARC) (included in property, plant, equipment and development costs) in the period of disturbance. Oil and gas plugging and abandonment costs are recognized as an ARO and as a related ARC (included in oil and gas properties) in the period in which the well is drilled or acquired. Our cost estimates are reflected on a third-party cost basis and comply with our legal obligation to retire tangible, long-lived assets. At December 31, 2015 , we had $2.8 billion recorded in our consolidated balance sheet for AROs, including $1.1 billion related to our oil and gas properties. Spending on AROs totaled $133 million in 2015 , $99 million in 2014 and $107 million in 2013 (including $92 million in 2015, $74 million in 2014 and $64 million in 2013 for our oil and gas operations). For 2016 , we expect to incur approximately $172 million for aggregate ARO payments. Refer to Note 12 for further discussion.

Litigation and Other Contingencies
Refer to Notes 2 and 12 and "Legal Proceedings" contained in Part I, Item 3. of our annual report on Form 10-K for the year ended December 31, 2015 , for further discussion of contingencies associated with legal proceedings and other matters.

DISCLOSURES ABOUT MARKET RISKS

Commodity Price Risk
Metals. Our consolidated revenues from our mining operations include the sale of copper concentrate, copper cathode, copper rod, gold, molybdenum and other metals by our North and South America mines, the sale of copper concentrate (which also contains significant quantities of gold and silver) by our Indonesia mining operations, the sale of copper cathode and cobalt hydroxide by our Africa mining operations, the sale of molybdenum in various forms by our molybdenum operations, and the sale of copper cathode, copper anode and gold in anode and slimes by Atlantic Copper. Our financial results can vary significantly as a result of fluctuations in the market prices of copper, gold, molybdenum, silver and cobalt. For projected sensitivities of our operating cash flow to changes in commodity prices, refer to "Outlook." World market prices for these commodities have fluctuated historically and are affected by numerous factors beyond our control. Refer to "Risk Factors" contained in Part I, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015, for further discussion of financial risks associated with fluctuations in the market prices of the commodities we sell.

For 2015 , 43 percent of our mined copper was sold in concentrate, 33 percent as cathode and 24 percent as rod from North America operations. Substantially all of our copper concentrate and cathode sales contracts provide final copper pricing in a specified future month (generally one to four months from the shipment date) based primarily on quoted LME monthly average spot copper prices. We receive market prices based on prices in the specified future


115


period, which results in price fluctuations recorded through revenues until the date of settlement. We record revenues and invoice customers at the time of shipment based on then-current LME prices, which results in an embedded derivative on our provisionally priced concentrate and cathode sales that is adjusted to fair value through earnings each period, using the period-end forward prices, until final pricing on the date of settlement. To the extent final prices are higher or lower than what was recorded on a provisional basis, an increase or decrease to revenues is recorded each reporting period until the date of final pricing. Accordingly, in times of rising copper prices, our revenues benefit from adjustments to the final pricing of provisionally priced sales pursuant to contracts entered into in prior periods; in times of falling copper prices, the opposite occurs.

Following are the unfavorable impacts of net adjustments to the prior years' provisionally priced copper sales for the years ended December 31 (in millions, except per share amounts):
 
2015
 
2014
 
2013
Revenues
$
(107
)
 
$
(118
)
 
$
(26
)
Net income attributable to common stockholders
$
(53
)
 
$
(65
)
 
$
(12
)
Net income per share attributable to common stockholders
$
(0.05
)
 
$
(0.06
)
 
$
(0.01
)

At December 31, 2015 , we had provisionally priced copper sales at our copper mining operations totaling 515 million pounds of copper (net of intercompany sales and noncontrolling interests) recorded at an average price of $2.13 per pound, subject to final pricing over the next several months. We estimate that each $0.05 change in the price realized from the December 31, 2015 , provisional price recorded would have an approximate $19 million effect on 2016 net income attributable to common stockholders. The LME spot copper price closed at $2.08 per pound on February 19, 2016 .

Oil & Gas. Our financial results from oil and gas operations vary with fluctuations in crude oil prices and, to a lesser extent natural gas prices. Market prices for crude oil and natural gas have fluctuated historically and are affected by numerous factors beyond our control. Refer to "Risk Factors" contained in Part 1, Item 1A. of our annual report on Form 10-K for the year ended December 31, 2015, for further discussion of financial risks associated with fluctuations in the market prices of the commodities we sell.

Foreign Currency Exchange Risk
The functional currency for most of our operations is the U.S. dollar. Substantially all of our revenues and a significant portion of our costs are denominated in U.S. dollars; however, some costs and certain asset and liability accounts are denominated in local currencies, including the Indonesian rupiah, Australian dollar, Chilean peso, Peruvian sol and euro. We recognized foreign currency translation losses on balances denominated in foreign currencies totaling $93 million in 2015, $4 million in 2014 and $36 million in 2013, primarily at our Indonesia and South America mines. Generally, our operating results are positively affected when the U.S. dollar strengthens in relation to those foreign currencies and adversely affected when the U.S. dollar weakens in relation to those foreign currencies.

Following is a summary of estimated annual payments and the impact of changes in foreign currency rates on our annual operating costs:
 
Exchange Rate per $1
at December 31,
 
Estimated Annual Payments
 
10% Change in
Exchange Rate
(in millions) a
 
2015
 
2014
 
2013
 
(in local currency)
 
(in millions) b
 
Increase
 
Decrease
Indonesia
 
 
 
 
 
 
 
 
 
 
 
 
 
Rupiah
13,726

 
12,378

 
12,128

 
8.8 trillion
 
$
641

 
$
(58
)
 
$
71

Australian dollar
1.37

 
1.22

 
1.12

 
200 million
 
$
146

 
$
(13
)
 
$
15

South America
 
 
 
 
 
 
 
 
 
 
 
 
 
Chilean peso
710

 
607

 
525

 
155 billion
 
$
218

 
$
(20
)
 
$
25

Peruvian sol
3.41

 
2.99

 
2.80

 
835 million
 
$
244

 
$
(22
)
 
$
27

Atlantic Copper
 
 
 
 
 
 
 
 
 
 
 
 
 
Euro
0.92

 
0.82

 
0.73

 
135 million
 
$
147

 
$
(13
)
 
$
15

a.
Reflects the estimated impact on annual operating costs assuming a 10 percent increase or decrease in the exchange rate reported at December 31, 2015 .
b.
Based on December 31, 2015 , exchange rates.



116


Interest Rate Risk
At December 31, 2015 , we had total debt maturities based on the principal amounts of $20.3 billion , of which approximately 32 percent was variable-rate debt with interest rates based on the LIBOR or the Euro Interbank Offered Rate. The table below presents average interest rates for our scheduled maturities of principal for our outstanding debt (excluding fair value adjustments) and the related fair values at December 31, 2015 (in millions, except percentages):
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Fair Value
Fixed-rate debt
$
3

 
$
1,251

 
$
1,500

 
$
237

 
$
1,618

 
$
10,084

 
$
9,473

Average interest rate
1.4
%
 
2.2
%
 
2.4
%
 
6.1
%
 
4.4
%
 
4.9
%
 
4.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable-rate debt
$
646

 
$
542

 
$
1,906

 
$
1,202

 
$
1,254

 
$
104

 
$
4,514

Average interest rate
1.6
%
 
2.5
%
 
2.5
%
 
2.8
%
 
2.2
%
 
4.3
%
 
2.4
%

NEW ACCOUNTING STANDARDS

We do not expect the provisions of recently issued accounting standards to have a significant impact on our future financial statements and disclosures. Refer to Note 1 for further discussion.
 
OFF-BALANCE SHEET ARRANGEMENTS

Refer to Note 13 for discussion of off-balance sheet arrangements.



117


PRODUCT REVENUES AND PRODUCTION COSTS

Mining Product Revenues and Unit Net Cash Costs
Unit net cash costs per pound of copper and molybdenum are measures intended to provide investors with information about the cash-generating capacity of our mining operations expressed on a basis relating to the primary metal product for the respective operations. We use this measure for the same purpose and for monitoring operating performance by our mining operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. This measure is presented by other metals mining companies, although our measures may not be comparable to similarly titled measures reported by other companies.

We present gross profit per pound of copper in the following tables using both a “by-product” method and a “co-product” method. We use the by-product method in our presentation of gross profit per pound of copper because (i) the majority of our revenues are copper revenues, (ii) we mine ore, which contains copper, gold, molybdenum and other metals, (iii) it is not possible to specifically assign all of our costs to revenues from the copper, gold, molybdenum and other metals we produce, (iv) it is the method used to compare mining operations in certain industry publications and (v) it is the method used by our management and the Board to monitor operations. In the co-product method presentation below, shared costs are allocated to the different products based on their relative revenue values, which will vary to the extent our metals sales volumes and realized prices change.

We show revenue adjustments for prior period open sales as separate line items. Because these adjustments do not result from current period sales, we have reflected these separately from revenues on current period sales. Noncash and other costs consist of items such as stock-based compensation costs, start-up costs, inventory adjustments, long-lived asset impairments, restructuring, write-offs of equipment and/or unusual charges, which are removed from site production and delivery costs in the calculation of unit net cash costs. As discussed above, gold, molybdenum and other metal revenues at copper mines are reflected as credits against site production and delivery costs in the by-product method. The following schedules for our mining operations are presentations under both the by-product and co-product methods together with reconciliations to amounts reported in our consolidated financial statements.

Oil and Gas Product Revenues and Cash Production Costs per Unit
Realized revenues and cash production costs per unit are measures intended to provide investors with information about the cash operating margin of our oil and gas operations expressed on a basis relating to each product sold. We use this measure for the same purpose and for monitoring operating performance by our oil and gas operations. This information differs from measures of performance determined in accordance with U.S. GAAP and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. Our measures may not be comparable to similarly titled measures reported by other companies.

We show revenue adjustments from derivative contracts as separate line items. Because these adjustments do not result from oil and gas sales, these gains and losses have been reflected separately from revenues on current period sales. Additionally, accretion, charges for asset retirement obligations and other costs, such as idle/terminated rig costs, inventory write-downs and/or unusual charges, are removed from production and delivery costs in the calculation of cash production costs per BOE. The following schedules include calculations of oil and gas product revenues and cash production costs together with a reconciliation to amounts reported in our consolidated financial statements.





118


North America Copper Mines Product Revenues and Production Costs

Year Ended December 31, 2015
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Molybdenum a
 
Other b
 
Total
Revenues, excluding adjustments
$
4,907

 
$
4,907

 
$
261

 
$
102

 
$
5,270

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
3,339

 
3,161

 
209

 
71

 
3,441

By-product credits
(261
)
 

 

 

 

Treatment charges
240

 
233

 

 
7

 
240

Net cash costs
3,318

 
3,394

 
209

 
78

 
3,681

Depreciation, depletion and amortization
558

 
528

 
20

 
10

 
558

Copper and molybdenum inventory adjustments
142

 
139

 
2

 
1

 
142

Noncash and other costs, net
233

c  
225

 
6

 
2

 
233

Total costs
4,251

 
4,286

 
237

 
91

 
4,614

Revenue adjustments, primarily for pricing
on prior period open sales
(28
)
 
(28
)
 

 

 
(28
)
Gross profit
$
628

 
$
593

 
$
24

 
$
11

 
$
628

 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,985

 
1,985

 
 
 
 
 
 
Molybdenum sales (millions of recoverable pounds) a
 
 
 
 
37

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/molybdenum:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
2.47

 
$
2.47

 
$
7.02

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
1.68

 
1.59

 
5.61

 
 
 
 
By-product credits
(0.13
)
 

 

 
 
 
 
Treatment charges
0.12

 
0.12

 

 
 
 
 
Unit net cash costs
1.67

 
1.71

 
5.61

 
 
 
 
Depreciation, depletion and amortization
0.28

 
0.27

 
0.53

 
 
 
 
Copper and molybdenum inventory adjustments

0.07

 
0.07

 
0.07

 
 
 
 
Noncash and other costs, net
0.12

c  
0.11

 
0.16

 
 
 
 
Total unit costs
2.14

 
2.16

 
6.37

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
 
 
on prior period open sales
(0.01
)
 
(0.01
)
 

 
 
 
 
Gross profit per pound
$
0.32

 
$
0.30

 
$
0.65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
Copper and
(In millions)
 
 
 
 
Depreciation,
 
Molybdenum
 
 
 
Production
 
Depletion and
 
Inventory
 
Revenues
 
and Delivery
 
Amortization
 
Adjustments
Totals presented above
$
5,270

 
$
3,441

 
$
558

 
$
142
 
Treatment charges

 
240

 

 
 
Noncash and other costs, net

 
233

c  

 
 
Revenue adjustments, primarily for pricing
 on prior period open sales
(28
)
 

 

 
 
Eliminations and other
(116
)
 
(115
)
 
2

 
 
North America copper mines
5,126

 
3,799

 
560

 
142
 
Other mining & eliminations d
8,756

 
6,536

 
1,119

 
196
 
Total mining
13,882

 
10,335

 
1,679

 
338
 
U.S. oil & gas operations
1,994

 
1,211

 
1,804

 
 
Corporate, other & eliminations
1

 
(1
)
 
14

 
 
As reported in FCX’s consolidated financial statements
$
15,877

 
$
11,545

 
$
3,497

 
$
338
 
a.
Reflects sales of molybdenum produced by certain of the North America copper mines to our molybdenum sales company at market-based pricing.
b.
Includes gold and silver product revenues and production costs .
c.
Includes $99 million ( $0.05 per pound) for impairment, restructuring charges and other net charges.
d.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .



119


North America Copper Mines Product Revenues and Production Costs (continued)

Year Ended December 31, 2014
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Molybdenum a
 
Other b
 
Total
Revenues, excluding adjustments
$
5,186

 
$
5,186

 
$
386

 
$
120

 
$
5,692

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
3,057

 
2,860

 
226

 
78

 
3,164

By-product credits
(399
)
 

 

 

 

Treatment charges
203

 
198

 

 
5

 
203

Net cash costs
2,861

 
3,058

 
226

 
83

 
3,367

Depreciation, depletion and amortization
473

 
448

 
19

 
6

 
473

Noncash and other costs, net
149

 
146

 
2

 
1

 
149

Total costs
3,483

 
3,652

 
247

 
90

 
3,989

Revenue adjustments, primarily for pricing
on prior period open sales
(7
)
 
(7
)
 

 

 
(7
)
Gross profit
$
1,696

 
$
1,527

 
$
139

 
$
30

 
$
1,696

 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,657

 
1,657

 
 
 
 
 
 
Molybdenum sales (millions of recoverable pounds) a
 
 
 
 
33

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/molybdenum:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
3.13

 
$
3.13

 
$
11.74

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
1.85

 
1.73

 
6.85

 
 
 
 
By-product credits
(0.24
)
 

 

 
 
 
 
Treatment charges
0.12

 
0.12

 

 
 
 
 
Unit net cash costs
1.73

 
1.85

 
6.85

 
 
 
 
Depreciation, depletion and amortization
0.29

 
0.27

 
0.60

 
 
 
 
Noncash and other costs, net
0.09

 
0.09

 
0.07

 
 
 
 
Total unit costs
2.11

 
2.21

 
7.52

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
 
 
on prior period open sales

 

 

 
 
 
 
Gross profit per pound
$
1.02

 
$
0.92

 
$
4.22

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
 
 
Production
 
Depletion and
 
 
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
 
 
Totals presented above
$
5,692

 
$
3,164

 
$
473

 
 
 
 
Treatment charges

 
203

 

 
 
 
 
Noncash and other costs, net

 
149

 

 
 
 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(7
)
 

 

 
 
 
 
Eliminations and other
(69
)
 
(76
)
 
11

 
 
 
 
North America copper mines
5,616

 
3,440

 
484

 
 
 
 
Other mining & eliminations c
11,112

 
7,219

 
1,074

 
 
 
 
Total mining
16,728

 
10,659

 
1,558

 
 
 
 
U.S. oil & gas operations
4,710

 
1,237

 
2,291

 
 
 
 
Corporate, other & eliminations

 
2

 
14

 
 
 
 
As reported in FCX’s consolidated financial statements
$
21,438

 
$
11,898

 
$
3,863

 
 
 
 
a.
Reflects sales of molybdenum produced by certain of the North America copper mines to our molybdenum sales company at market-based pricing.
b.
Includes gold and silver product revenues and production costs.
c.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16



120


North America Copper Mines Product Revenues and Production Costs (continued)

Year Ended December 31, 2013
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Molybdenum a
 
Other b
 
Total
Revenues, excluding adjustments
$
4,752

 
$
4,752

 
$
349

 
$
106

 
$
5,207

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
2,828

 
2,744

 
123

 
74

 
2,941

By-product credits
(342
)
 

 

 

 

Treatment charges
155

 
151

 

 
4

 
155

Net cash costs
2,641

 
2,895

 
123

 
78

 
3,096

Depreciation, depletion and amortization
391

 
378

 
7

 
6

 
391

Noncash and other costs, net
202

c  
200

 
1

 
1

 
202

Total costs
3,234

 
3,473

 
131

 
85

 
3,689

Revenue adjustments, primarily for pricing
on prior period open sales
(4
)
 
(4
)
 

 

 
(4
)
Gross profit
$
1,514

 
$
1,275

 
$
218

 
$
21

 
$
1,514

 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,416

 
1,416

 
 
 
 
 
 
Molybdenum sales (millions of recoverable pounds) a
 
 
 
 
32

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/molybdenum:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
3.36

 
$
3.36

 
$
10.79

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
2.00

 
1.94

 
3.79

 
 
 
 
By-product credits
(0.24
)
 

 

 
 
 
 
Treatment charges
0.11

 
0.11

 

 
 
 
 
Unit net cash costs
1.87

 
2.05

 
3.79

 
 
 
 
Depreciation, depletion and amortization
0.28

 
0.27

 
0.22

 
 
 
 
Noncash and other costs, net
0.14

c  
0.14

 
0.04

 
 
 
 
Total unit costs
2.29

 
2.46

 
4.05

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
 
 
on prior period open sales

 

 

 
 
 
 
Gross profit per pound
$
1.07

 
$
0.90

 
$
6.74

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
 
 
Production
 
Depletion and
 
 
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
 
 
Totals presented above
$
5,207

 
$
2,941

 
$
391

 
 
 
 
Treatment charges

 
155

 

 
 
 
 
Noncash and other costs, net

 
202

c  

 
 
 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(4
)
 

 

 
 
 
 
Eliminations and other
(20
)
 
(32
)
 
11

 
 
 
 
North America copper mines
5,183

 
3,266

 
402

 
 
 
 
Other mining & eliminations d
13,118

 
7,882

 
1,020

 
 
 
 
Total mining
18,301

 
11,148

 
1,422

 
 
 
 
U.S. oil & gas operations
2,616

 
682

 
1,364

 
 
 
 
Corporate, other & eliminations
4

 
7

 
11

 
 
 
 
As reported in FCX’s consolidated financial statements
$
20,921

 
$
11,837

 
$
2,797

 
 
 
 
a.
Reflects sales of molybdenum produced by certain of the North America copper mines to our molybdenum sales company at market-based pricing.
b.
Includes gold and silver product revenues and production costs.
c.
Includes $76 million ($0.05 per pound) associated with updated mine plans at Morenci that resulted in a loss in recoverable copper in leach stockpiles.
d.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16


121


South America Mining Product Revenues and Production Costs

Year Ended December 31, 2015
 
 
 
 
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Other a
 
Total
Revenues, excluding adjustments
$
2,075

 
$
2,075

 
$
65

 
$
2,140

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1,393

 
1,355

 
59

 
1,414

By-product credits
(44
)
 

 

 

Treatment charges
161

 
161

 

 
161

Royalty on metals
4

 
4

 

 
4

Net cash costs
1,514

 
1,520

 
59

 
1,579

Depreciation, depletion and amortization
352

 
341

 
11

 
352

Copper inventory adjustments
73

 
73

 

 
73

Noncash and other costs, net
41

 
41

 

 
41

Total costs
1,980

 
1,975

 
70

 
2,045

Revenue adjustments, primarily for pricing
   on prior period open sales
(28
)
 
(28
)
 

 
(28
)
Gross profit (loss)
$
67

 
$
72

 
$
(5
)
 
$
67

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
871

 
871

 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper:
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
2.38

 
$
2.38

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.60

 
1.56

 
 
 
 
By-product credits
(0.05
)
 

 
 
 
 
Treatment charges
0.19

 
0.19

 
 
 
 
Royalty on metals

 

 
 
 
 
Unit net cash costs
1.74

 
1.75

 
 
 
 
Depreciation, depletion and amortization
0.40

 
0.39

 
 
 
 
Copper inventory adjustments
0.08

 
0.08

 
 
 
 
Noncash and other costs, net
0.05

 
0.05

 
 
 
 
Total unit costs
2.27

 
2.27

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
on prior period open sales
(0.03
)
 
(0.03
)
 
 
 
 
Gross profit per pound
$
0.08

 
$
0.08

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
Copper and
(In millions)
 
 
 
 
Depreciation,
 
Molybdenum
 
 
 
Production
 
Depletion and
 
Inventory
 
Revenues
 
and Delivery
 
Amortization
 
Adjustments
Totals presented above
$
2,140

 
$
1,414

 
$
352

 
$
73

Treatment charges
(161
)
 

 

 

Royalty on metals
(4
)
 

 

 

Noncash and other costs, net

 
41

 

 

Revenue adjustments, primarily for pricing
   on prior period open sales
(28
)
 

 

 

Eliminations and other
(13
)
 
(17
)
 

 

South America mining
1,934

 
1,438

 
352

 
73

Other mining & eliminations b
11,948

 
8,897

 
1,327

 
265

Total mining
13,882

 
10,335

 
1,679

 
338

U.S. oil & gas operations
1,994

 
1,211

 
1,804

 

Corporate, other & eliminations
1

 
(1
)
 
14

 

As reported in FCX’s consolidated financial statements
$
15,877

 
$
11,545

 
$
3,497

 
$
338

a.
Includes silver sales of 2.0 million ounces ( $14.48 per ounce average realized price). Also reflects sales of molybdenum produced by Cerro Verde to our molybdenum sales company at market-based pricing.
b.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .




122


South America Mining Product Revenues and Production Costs (continued)

Year Ended December 31, 2014
 
 
 
 
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Other a
 
Total
Revenues, excluding adjustments
$
3,498

 
$
3,498

 
$
269

 
$
3,767

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1,839

 
1,710

 
151

 
1,861

By-product credits
(247
)
 

 

 

Treatment charges
191

 
191

 

 
191

Royalty on metals
6

 
5

 
1

 
6

Net cash costs
1,789

b  
1,906

 
152

 
2,058

Depreciation, depletion and amortization
367

 
345

 
22

 
367

Noncash and other costs, net
67

 
64

 
3

 
67

Total costs
2,223

 
2,315

 
177

 
2,492

Revenue adjustments, primarily for pricing
on prior period open sales
(65
)
 
(65
)
 

 
(65
)
Gross profit
$
1,210

 
$
1,118

 
$
92

 
$
1,210

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,135

b  
1,135

 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper:
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
3.08

 
$
3.08

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.62

 
1.51

 
 
 
 
By-product credits
(0.22
)
 

 
 
 
 
Treatment charges
0.17

 
0.17

 
 
 
 
Royalty on metals
0.01

 

 
 
 
 
Unit net cash costs
1.58

b  
1.68

 
 
 
 
Depreciation, depletion and amortization
0.32

 
0.31

 
 
 
 
Noncash and other costs, net
0.06

 
0.06

 
 
 
 
Total unit costs
1.96

 
2.05

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
on prior period open sales
(0.05
)
 
(0.05
)
 
 
 
 
Gross profit per pound
$
1.07

 
$
0.98

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
Production
 
Depletion and
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
Totals presented above
$
3,767

 
$
1,861

 
$
367

 
 
Treatment charges
(191
)
 

 

 
 
Royalty on metals
(6
)
 

 

 
 
Noncash and other costs, net

 
67

 

 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(65
)
 

 

 
 
Eliminations and other
27

 
11

 

 
 
South America mining
3,532

 
1,939

 
367

 
 
Other mining & eliminations c
13,196

 
8,720

 
1,191

 
 
Total mining
16,728

 
10,659

 
1,558

 
 
U.S. oil & gas operations
4,710

 
1,237

 
2,291

 
 
Corporate, other & eliminations

 
2

 
14

 
 
As reported in FCX’s consolidated financial statements
$
21,438

 
$
11,898

 
$
3,863

 
 
a.
Includes gold sales of 67 thousand ounces ( $1,271 per ounce average realized price) and silver sales of 2.9 million ounces ( $18.54 per ounce average realized price). Also reflects sales of molybdenum produced by Cerro Verde to our molybdenum sales company at market-based pricing.
b. Following is a reconciliation of South America mining's 2014 unit net cash costs, excluding the Candelaria and Ojos del Salado mines:
 
Net Cash Costs
(in millions)
 
Copper Sales
(millions of recoverable pounds)
 
Unit Net
Cash Costs
(per pound
of copper)
 
Presented above
$
1,789

 
1,135

 
$
1.58

 
Less: Candelaria and Ojos del Salado mines
425

 
268

 
 
 
 
$
1,364

 
867

 
$
1.57

 
c.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .



123


South America Mining Product Revenues and Production Costs (continued)

Year Ended December 31, 2013
 
 
 
 
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Other a
 
Total
Revenues, excluding adjustments
$
4,366

 
$
4,366

 
$
374

 
$
4,740

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
2,023

b  
1,875

 
170

 
2,045

By-product credits
(352
)
 

 

 

Treatment charges
226

 
226

 

 
226

Net cash costs
1,897

c  
2,101

 
170

 
2,271

Depreciation, depletion and amortization
346

 
323

 
23

 
346

Noncash and other costs, net
49

 
44

 
5

 
49

Total costs
2,292

 
2,468

 
198

 
2,666

Revenue adjustments, primarily for pricing
on prior period open sales
(28
)
 
(28
)
 

 
(28
)
Gross profit
$
2,046

 
$
1,870

 
$
176

 
$
2,046

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
1,325

c  
1,325

 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper:
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
3.30

 
$
3.30

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.53

b  
1.42

 
 
 
 
By-product credits
(0.27
)
 

 
 
 
 
Treatment charges
0.17

 
0.17

 
 
 
 
Unit net cash costs
1.43

c  
1.59

 
 
 
 
Depreciation, depletion and amortization
0.26

 
0.24

 
 
 
 
Noncash and other costs, net
0.04

 
0.03

 
 
 
 
Total unit costs
1.73

 
1.86

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
on prior period open sales
(0.03
)
 
(0.03
)
 
 
 
 
Gross profit per pound
$
1.54

 
$
1.41

 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
Production
 
Depletion and
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
Totals presented above
$
4,740

 
$
2,045

b  
$
346

 
 
Treatment charges
(226
)
 

 

 
 
Noncash and other costs, net

 
49

 

 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(28
)
 

 

 
 
Eliminations and other
(1
)
 
(25
)
 

 
 
South America mining
4,485

 
2,069

 
346

 
 
Other mining & eliminations d
13,816

 
9,079

 
1,076

 
 
Total mining
18,301

 
11,148

 
1,422

 
 
U.S. oil & gas operations
2,616

 
682

 
1,364

 
 
Corporate, other & eliminations
4

 
7

 
11

 
 
As reported in FCX’s consolidated financial statements
$
20,921

 
$
11,837

 
$
2,797

 
 
a.
Includes gold sales of 102 thousand ounces ( $1,350 per ounce average realized price) and silver sales of 4.1 million ounces ( $21.88 per ounce average realized price). Also reflects sales of molybdenum produced by Cerro Verde to our molybdenum sales company at market-based pricing.
b.
Includes $36 million ($0.03 per pound) associated with labor agreement costs at Cerro Verde.
c. Following is a reconciliation of South America mining's 2014 unit net cash costs, excluding the Candelaria and Ojos del Salado mines:
 
Net Cash Costs
(in millions)
 
Copper Sales
(millions of recoverable pounds)
 
Unit Net
Cash Costs
(per pound
of copper)
 
Presented above
$
1,897

 
1,325

 
$
1.43

 
Less: Candelaria and Ojos del Salado
564

 
424

 
 
 
 
$
1,333

 
901

 
$
1.48

 
d.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .



124


Indonesia Mining Product Revenues and Production Costs
Year Ended December 31, 2015
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Gold
 
Silver a
 
Total
Revenues, excluding adjustments
$
1,735

 
$
1,735

 
$
1,382

 
$
31

 
$
3,148

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
1,780

 
981

 
781

 
18

 
1,780

Gold and silver credits
(1,422
)
 

 

 

 

Treatment charges
231

 
127

 
101

 
3

 
231

Export duties
109

 
60

 
48

 
1

 
109

Royalty on metals
114

 
63

 
50

 
1

 
114

Net cash costs
812

 
1,231

 
980

 
23

 
2,234

Depreciation and amortization
293

 
161

 
129

 
3

 
293

Noncash and other costs, net
38

 
21

 
17

 

 
38

Total costs
1,143

 
1,413

 
1,126

 
26

 
2,565

Revenue adjustments, primarily for pricing
on prior period open sales
(50
)
 
(50
)
 
8

 
1

 
(41
)
PT Smelting intercompany profit
10

 
5

 
5

 

 
10

Gross profit
$
552

 
$
277

 
$
269

 
$
6

 
$
552

 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
744

 
744

 
 
 
 
 
 
Gold sales (thousands of recoverable ounces)
 
 
 
 
1,224

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/per ounce of gold:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
2.33

 
$
2.33

 
$
1,129

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
2.39

 
1.32

 
638

 
 
 
 
Gold and silver credits
(1.91
)
 

 

 
 
 
 
Treatment charges
0.31

 
0.17

 
83

 
 
 
 
Export duties
0.15

 
0.08

 
39

 
 
 
 
Royalty on metals
0.15

 
0.09

 
41

 
 
 
 
Unit net cash costs
1.09

 
1.66

 
801

 
 
 
 
Depreciation and amortization
0.39

 
0.22

 
105

 
 
 
 
Noncash and other costs, net
0.05

 
0.03

 
14

 
 
 
 
Total unit costs
1.53

 
1.91

 
920

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
 
 
on prior period open sales
(0.07
)
 
(0.06
)
 
7

 
 
 
 
PT Smelting intercompany profit
0.01

 
0.01

 
4

 
 
 
 
Gross profit per pound/ounce
$
0.74

 
$
0.37

 
$
220

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
 
 
Production
 
Depletion and
 
 
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
 
 
Totals presented above
$
3,148

 
$
1,780

 
$
293

 
 
 
 
Treatment charges
(231
)
 

 

 
 
 
 
Export duties
(109
)
 

 

 
 
 
 
Royalty on metals
(114
)
 

 

 
 
 
 
Noncash and other costs, net

 
38

 

 
 
 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(41
)
 

 

 
 
 
 
PT Smelting intercompany profit

 
(10
)
 

 
 
 
 
Indonesia mining
2,653

 
1,808

 
293

 
 
 
 
Other mining & eliminations b
11,229

 
8,527

 
1,386

 
 
 
 
Total mining
13,882

 
10,335

 
1,679

 
 
 
 
U.S. oil & gas operations
1,994

 
1,211

 
1,804

 
 
 
 
Corporate, other & eliminations
1

 
(1
)
 
14

 
 
 
 
As reported in FCX’s consolidated financial statements
$
15,877

 
$
11,545

 
$
3,497

 
 
 
 
a. Includes silver sales of 2.1 million ounces ( $14.81 per ounce average realized price).
b.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .



125


Indonesia Mining Product Revenues and Production Costs (continued)

Year Ended December 31, 2014
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Gold
 
Silver a
 
Total
Revenues, excluding adjustments
$
1,998

 
$
1,998

 
$
1,434

 
$
39

 
$
3,471

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
1,831

 
1,054

 
757

 
20

 
1,831

Gold and silver credits
(1,491
)
 

 

 

 

Treatment charges
171

 
99

 
70

 
2

 
171

Export duties
77

 
44

 
32

 
1

 
77

Royalty on metals
115

 
66

 
48

 
1

 
115

Net cash costs
703

 
1,263

 
907

 
24

 
2,194

Depreciation and amortization
266

 
153

 
110

 
3

 
266

Noncash and other costs, net
191

b  
110

 
79

 
2

 
191

Total costs
1,160

 
1,526

 
1,096

 
29

 
2,651

Revenue adjustments, primarily for pricing
on prior period open sales
(55
)
 
(55
)
 
18

 

 
(37
)
PT Smelting intercompany profit
34

 
20

 
14

 

 
34

Gross profit
$
817

 
$
437

 
$
370

 
$
10

 
$
817

 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
664

 
664

 
 
 
 
 
 
Gold sales (thousands of recoverable ounces)
 
 
 
 
1,168

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/per ounce of gold:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
3.01

 
$
3.01

 
$
1,229

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
2.76

 
1.59

 
648

 
 
 
 
Gold and silver credits
(2.25
)
 

 

 
 
 
 
Treatment charges
0.26

 
0.15

 
61

 
 
 
 
Export duties
0.12

 
0.06

 
27

 
 
 
 
Royalty on metals
0.17

 
0.10

 
41

 
 
 
 
Unit net cash costs
1.06

 
1.90

 
777

 
 
 
 
Depreciation and amortization
0.40

 
0.23

 
94

 
 
 
 
Noncash and other costs, net
0.29

b  
0.17

 
68

 
 
 
 
Total unit costs
1.75

 
2.30

 
939

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
 
 
on prior period open sales
(0.08
)
 
(0.08
)
 
15

 
 
 
 
PT Smelting intercompany profit
0.05

 
0.03

 
12

 
 
 
 
Gross profit per pound/ounce
$
1.23

 
$
0.66

 
$
317

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
 
 
Production
 
Depletion and
 
 
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
 
 
Totals presented above
$
3,471

 
$
1,831

 
$
266

 
 
 
 
Treatment charges
(171
)
 

 

 
 
 
 
Export duties
(77
)
 

 

 
 
 
 
Royalty on metals
(115
)
 

 

 
 
 
 
Noncash and other costs, net

 
191

b  

 
 
 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(37
)
 

 

 
 
 
 
PT Smelting intercompany profit

 
(34
)
 

 
 
 
 
Indonesia mining
3,071

 
1,988

 
266

 
 
 
 
Other mining & eliminations c
13,657

 
8,671

 
1,292

 
 
 
 
Total mining
16,728

 
10,659

 
1,558

 
 
 
 
U.S. oil & gas operations
4,710

 
1,237

 
2,291

 
 
 
 
Corporate, other & eliminations

 
2

 
14

 
 
 
 
As reported in FCX’s consolidated financial statements
$
21,438

 
$
11,898

 
$
3,863

 
 
 
 
a.
Includes silver sales of 2.2 million ounces ( $17.42 per ounce average realized price).
b.
Includes $143 million ($0.22 per pound) of fixed costs charged directly to cost of sales as a result of the impact of export restrictions on PT-FI's operating rates.
c.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .



126


Indonesia Mining Product Revenues and Production Costs (continued)

Year Ended December 31, 2013
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Gold
 
Silver a
 
Total
Revenues, excluding adjustments
$
2,903

 
$
2,903

 
$
1,438

 
$
61

 
$
4,402

Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
2,174

 
1,434

 
710

 
30

 
2,174

Gold and silver credits
(1,497
)
 

 

 

 

Treatment charges
205

 
135

 
67

 
3

 
205

Royalty on metals
109

 
72

 
36

 
1

 
109

Net cash costs
991

 
1,641

 
813

 
34

 
2,488

Depreciation and amortization
247

 
163

 
80

 
4

 
247

Noncash and other costs, net
116

 
77

 
38

 
1

 
116

Total costs
1,354

 
1,881

 
931

 
39

 
2,851

Revenue adjustments, primarily for pricing
on prior period open sales
1

 
1

 
(2
)
 

 
(1
)
PT Smelting intercompany loss
(19
)
 
(12
)
 
(6
)
 
(1
)
 
(19
)
Gross profit
$
1,531

 
$
1,011

 
$
499

 
$
21

 
$
1,531

 
 
 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
885

 
885

 
 
 
 
 
 
Gold sales (thousands of recoverable ounces)
 
 
 
 
1,096

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/per ounce of gold:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments
$
3.28

 
$
3.28

 
$
1,312

 
 
 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
 
and other costs shown below
2.46

 
1.62

 
648

 
 
 
 
Gold and silver credits
(1.69
)
 

 

 
 
 
 
Treatment charges
0.23

 
0.15

 
61

 
 
 
 
Royalty on metals
0.12

 
0.08

 
33

 
 
 
 
Unit net cash costs
1.12

 
1.85

 
742

 
 
 
 
Depreciation and amortization
0.28

 
0.19

 
73

 
 
 
 
Noncash and other costs, net
0.13

 
0.09

 
35

 
 
 
 
Total unit costs
1.53

 
2.13

 
850

 
 
 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
 
 
on prior period open sales

 

 
(1
)
 
 
 
 
PT Smelting intercompany loss
(0.02
)
 
(0.01
)
 
(6
)
 
 
 
 
Gross profit per pound/ounce
$
1.73

 
$
1.14

 
$
455

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
 
 
Production
 
Depletion and
 
 
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
 
 
Totals presented above
$
4,402

 
$
2,174

 
$
247

 
 
 
 
Treatment charges
(205
)
 

 

 
 
 
 
Royalty on metals
(109
)
 

 

 
 
 
 
Noncash and other costs, net

 
116

 

 
 
 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(1
)
 

 

 
 
 
 
PT Smelting intercompany loss

 
19

 

 
 
 
 
Indonesia mining
4,087

 
2,309

 
247

 
 
 
 
Other mining & eliminations b
14,214

 
8,839

 
1,175

 
 
 
 
Total mining
18,301

 
11,148

 
1,422

 
 
 
 
U.S. oil & gas operations
2,616

 
682

 
1,364

 
 
 
 
Corporate, other & eliminations
4

 
7

 
11

 
 
 
 
As reported in FCX’s consolidated financial statements
$
20,921

 
$
11,837

 
$
2,797

 
 
 
 
a.
Includes silver sales of 2.9 million ounces ( $21.32 per ounce average realized price).
b.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .


127


Africa Mining Product Revenues and Production Costs

Year Ended December 31, 2015
 
 
 
 
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Cobalt
 
Total
Revenues, excluding adjustments a
$
1,129

 
$
1,129

 
$
287

 
$
1,416

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
738

 
639

 
189

 
828

Cobalt credits b
(196
)
 

 

 

Royalty on metals
25

 
20

 
5

 
25

Net cash costs
567

 
659

 
194

 
853

Depreciation, depletion and amortization
257

 
213

 
44

 
257

Noncash and other costs, net
32

c  
27

 
5

 
32

Total costs
856

 
899

 
243

 
1,142

Revenue adjustments, primarily for pricing
on prior period open sales
(6
)
 
(6
)
 
(1
)
 
(7
)
Gross profit
$
267

 
$
224

 
$
43

 
$
267

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
467

 
467

 
 
 
 
Cobalt sales (millions of contained pounds)
 
 
 
 
35

 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/cobalt:
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments a
$
2.42

 
$
2.42

 
$
8.21

 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.58

 
1.37

 
5.40

 
 
Cobalt credits b
(0.42
)
 

 

 
 
Royalty on metals
0.05

 
0.04

 
0.14

 
 
Unit net cash costs
1.21

 
1.41

 
5.54

 
 
Depreciation, depletion and amortization
0.55

 
0.46

 
1.26

 
 
Noncash and other costs, net
0.07

c  
0.06

 
0.16

 
 
Total unit costs
1.83

 
1.93

 
6.96

 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
on prior period open sales
(0.01
)
 
(0.01
)
 
(0.02
)
 
 
Gross profit per pound
$
0.58

 
$
0.48

 
$
1.23

 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
Production
 
Depletion and
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
Totals presented above
$
1,416

 
$
828

 
$
257

 
 
Royalty on metals
(25
)
 

 

 
 
Noncash and other costs, net

 
32

c  

 
 
Revenue adjustments, primarily for pricing
on prior period open sales
(7
)
 

 

 
 
Africa mining
1,384

 
860

 
257

 
 
Other mining & eliminations d
12,498

 
9,475

 
1,422

 
 
Total mining
13,882

 
10,335

 
1,679

 
 
U.S. oil & gas operations
1,994

 
1,211

 
1,804

 
 
Corporate, other & eliminations
1

 
(1
)
 
14

 
 
As reported in FCX’s consolidated financial statements
$
15,877

 
$
11,545

 
$
3,497

 
 
a.
Includes point-of-sale transportation costs as negotiated in customer contracts.
b.
Net of cobalt downstream processing and freight costs.
c.
Includes $11 million ($0.02 per pound) for restructuring and other charges.
d.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .




128


Africa Mining Product Revenues and Production Costs (continued)

Year Ended December 31, 2014
 
 
 
 
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Cobalt
 
Total
Revenues, excluding adjustments a
$
1,301

 
$
1,301

 
$
285

 
$
1,586

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
665

 
591

 
157

 
748

Cobalt credits b
(204
)
 

 

 

Royalty on metals
29

 
24

 
5

 
29

Net cash costs
490

 
615

 
162

 
777

Depreciation, depletion and amortization
228

 
195

 
33

 
228

Noncash and other costs, net
22

 
19

 
3

 
22

Total costs
740

 
829

 
198

 
1,027

Revenue adjustments, primarily for pricing
on prior period open sales
(1
)
 
(1
)
 
2

 
1

Gross profit
$
560

 
$
471

 
$
89

 
$
560

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
425

 
425

 
 
 
 
Cobalt sales (millions of contained pounds)
 
 
 
 
30

 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/cobalt:

 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments a
$
3.06

 
$
3.06

 
$
9.66

 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.56

 
1.39

 
5.30

 
 
Cobalt credits b
(0.48
)
 

 

 
 
Royalty on metals
0.07

 
0.06

 
0.16

 
 
Unit net cash costs
1.15

 
1.45

 
5.46

 
 
Depreciation, depletion and amortization
0.54

 
0.46

 
1.13

 
 
Noncash and other costs, net
0.05

 
0.04

 
0.11

 
 
Total unit costs
1.74

 
1.95

 
6.70

 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
on prior period open sales

 

 
0.07

 
 
Gross profit per pound
$
1.32

 
$
1.11

 
$
3.03

 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
Production
 
Depletion and
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
Totals presented above
$
1,586

 
$
748

 
$
228

 
 
Royalty on metals
(29
)
 

 

 
 
Noncash and other costs, net

 
22

 

 
 
Revenue adjustments, primarily for pricing
on prior period open sales
1

 

 

 
 
Africa mining
1,558

 
770

 
228

 
 
Other mining & eliminations c
15,170

 
9,889

 
1,330

 
 
Total mining
16,728

 
10,659

 
1,558

 
 
U.S. oil & gas operations
4,710

 
1,237

 
2,291

 
 
Corporate, other & eliminations

 
2

 
14

 
 
As reported in FCX’s consolidated financial statements
$
21,438

 
$
11,898

 
$
3,863

 
 
a.
Includes point-of-sale transportation costs as negotiated in customer contracts.
b.
Net of cobalt downstream processing and freight costs.
c.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .




129


Africa Mining Product Revenues and Production Costs (continued)

Year Ended December 31, 2013
 
 
 
 
 
 
 
(In millions)
By-Product
 
Co-Product Method
 
Method
 
Copper
 
Cobalt
 
Total
Revenues, excluding adjustments a
$
1,457

 
$
1,457

 
$
205

 
$
1,662

Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
649

 
614

 
111

 
725

Cobalt credits b
(131
)
 

 

 

Royalty on metals
29

 
26

 
3

 
29

Net cash costs
547

 
640

 
114

 
754

Depreciation, depletion and amortization
246

 
220

 
26

 
246

Noncash and other costs, net
29

 
26

 
3

 
29

Total costs
822

 
886

 
143

 
1,029

Revenue adjustments, primarily for pricing
on prior period open sales
2

 
2

 
2

 
4

Gross profit
$
637

 
$
573

 
$
64

 
$
637

 
 
 
 
 
 
 
 
Copper sales (millions of recoverable pounds)
454

 
454

 
 
 
 
Cobalt sales (millions of contained pounds)
 
 
 
 
25

 
 
 
 
 
 
 
 
 
 
Gross profit per pound of copper/cobalt:

 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments a
$
3.21

 
$
3.21

 
$
8.02

 
 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
and other costs shown below
1.43

 
1.35

 
4.35

 
 
Cobalt credits b
(0.29
)
 

 

 
 
Royalty on metals
0.07

 
0.06

 
0.14

 
 
Unit net cash costs
1.21

 
1.41

 
4.49

 
 
Depreciation, depletion and amortization
0.54

 
0.48

 
1.00

 
 
Noncash and other costs, net
0.06

 
0.06

 
0.11

 
 
Total unit costs
1.81

 
1.95

 
5.60

 
 
Revenue adjustments, primarily for pricing
 
 
 
 
 
 
 
on prior period open sales

 

 
0.09

 
 
Gross profit per pound
$
1.40

 
$
1.26

 
$
2.51

 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
 
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
Production
 
Depletion and
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
Totals presented above
$
1,662

 
$
725

 
$
246

 
 
Royalty on metals
(29
)
 

 

 
 
Noncash and other costs, net

 
29

 

 
 
Revenue adjustments, primarily for pricing
on prior period open sales
4

 

 

 
 
Africa mining
1,637

 
754

 
246

 
 
Other mining & eliminations c
16,664

 
10,394

 
1,176

 
 
Total mining
18,301

 
11,148

 
1,422

 
 
U.S. oil & gas operations
2,616

 
682

 
1,364

 
 
Corporate, other & eliminations
4

 
7

 
11

 
 
As reported in FCX’s consolidated financial statements
$
20,921

 
$
11,837

 
$
2,797

 
 
a.
Includes point-of-sale transportation costs as negotiated in customer contracts.
b.
Net of cobalt downstream processing and freight costs.
c.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 .



130


Molybdenum Mines Product Revenues and Production Costs
 
 
 
Years Ended December 31,
 
(In millions)
 
 
2015
 
2014
 
2013
 
Revenues, excluding adjustments a
 
 
$
388

 
$
630

 
$
566

 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
and other costs shown below
 
 
299

 
321

 
303

 
Treatment charges and other
 
 
40

 
43

 
44

 
Net cash costs
 
 
339

 
364

 
347

 
Depreciation, depletion and amortization
 
 
97

 
92

 
82

 
Molybdenum inventory adjustments
 
 
11

 

 

 
Noncash and other costs, net
 
 
13

b  
7

 
14

 
Total costs
 
 
460

 
463

 
443

 
Gross (loss) profit
 
 
$
(72
)
 
$
167

 
$
123

 
 
 
 
 
 
 
 
 
 
Molybdenum sales (millions of recoverable pounds) a
 
 
48

 
51

 
49

 
 
 
 
 
 
 
 
 
 
Gross (loss) profit per pound of molybdenum:
 
 
 
 
 
 
 
 
 
 
 
 
Revenues, excluding adjustments a
 
 
$
8.14

 
$
12.28

 
$
11.65

 
Site production and delivery, before net noncash
 
 
 
 
 
 
 
 
and other costs shown below
 
 
6.27

 
6.24

 
6.24

 
Treatment charges and other
 
 
0.84

 
0.84

 
0.91

 
Unit net cash costs
 
 
7.11

 
7.08

 
7.15

 
Depreciation, depletion and amortization
 
 
2.04

 
1.80

 
1.68

 
Molybdenum inventory adjustments
 
 
0.22

 

 

 
Noncash and other costs, net
 
 
0.28

b  
0.15

 
0.29

 
Total unit costs
 
 
9.65

 
9.03

 
9.12

 
Gross (loss) profit per pound
 
 
$
(1.51
)
 
$
3.25

 
$
2.53

 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
 
 
 
 
 
Copper and
 
(In millions)
 
 
 
 
Depreciation,
 
Molybdenum
 
 
 
 
Production
 
Depletion and
 
Inventory
 
Year Ended December 31, 2015
Revenues
 
and Delivery
 
Amortization
 
Adjustments
 
Totals presented above
$
388

 
$
299

 
$
97

 
$
11

 
Treatment charges and other
(40
)
 

 

 

 
Noncash and other costs, net

 
13

b  

 

 
Molybdenum mines
348

 
312

 
97

 
11

 
Other mining & eliminations c
13,534

 
10,023

 
1,582

 
327

 
Total mining
13,882

 
10,335

 
1,679

 
338

 
U.S. oil & gas operations
1,994

 
1,211

 
1,804

 

 
Corporate, other & eliminations
1

 
(1
)
 
14

 

 
As reported in FCX’s consolidated financial statements
$
15,877

 
$
11,545

 
$
3,497

 
$
338

 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
 
 
 
Totals presented above
$
630

 
$
321

 
$
92

 
$

 
Treatment charges and other
(43
)
 

 

 

 
Noncash and other costs, net

 
7

 

 

 
Molybdenum mines
587

 
328

 
92

 

 
Other mining & eliminations c
16,141

 
10,331

 
1,466

 
6

 
Total mining
16,728

 
10,659

 
1,558

 
6

 
U.S. oil & gas operations
4,710

 
1,237

 
2,291

 

 
Corporate, other & eliminations

 
2

 
14

 

 
As reported in FCX’s consolidated financial statements
$
21,438

 
$
11,898

 
$
3,863

 
$
6

 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2013
 
 
 
 
 
 
 
 
Totals presented above
$
566

 
$
303

 
$
82

 
$

 
Treatment charges and other
(44
)
 

 

 

 
Noncash and other costs, net

 
14

 

 

 
Molybdenum mines
522

 
317

 
82

 

 
Other mining & eliminations c
17,779

 
10,831

 
1,340

 
3

 
Total mining
18,301

 
11,148

 
1,422

 
3

 
U.S. oil & gas operations
2,616

 
682

 
1,364

 

 
Corporate, other & eliminations
4

 
7

 
11

 

 
As reported in FCX’s consolidated financial statements
$
20,921

 
$
11,837

 
$
2,797

 
$
3

 
 
 
 
 
 
 
 
 
 
a.
Reflects sales of the molybdenum mines' production to the molybdenum sales company at market-based pricing. On a consolidated basis, realizations are based on the actual contract terms for sales to third parties; as a result, the consolidated average realized price per pound of molybdenum will differ from the amounts reported in this table.
b.
Includes $7 million ( $0.15 per pound) for restructuring and other charges.
c.
Represents the combined total for all other mining operations and the related eliminations, as presented in Note 16 . Also includes amounts associated with the molybdenum sales company, which includes sales of molybdenum produced by the molybdenum mines and by certain of the North and South America copper mines.



131


U.S. Oil & Gas Product Revenues, Cash Production Costs and Realizations
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
 
 
 
Natural
 
 
 
U.S. Oil
 
(In millions)
Oil
 
Gas
 
NGLs
 
& Gas
 
Oil and gas revenues before derivatives
$
1,607

 
$
232

 
$
46

 
$
1,885

 
Cash gains on derivative contracts
406

 

 

 
406

 
Realized revenues
$
2,013

 
$
232

 
$
46

 
2,291

 
Less: cash production costs
 
 
 
 
 
 
979

 
Cash operating margin
 
 
 
 
 
 
1,312

 
Less: depreciation, depletion and amortization
 
 
 
 
 
 
1,804

 
Less: impairment of oil and gas properties
 
 
 
 
 
 
12,980

 
Less: accretion and other costs
 
 
 
 
 
 
232

a  
Plus: net noncash mark-to-market losses on derivative
 contracts
 
 
 
 
 
 
(319
)
 
Plus: other net adjustments
 
 
 
 
 
 
22

 
Gross loss
 
 
 
 
 
 
$
(14,001
)
 
 
 
 
 
 
 
 
 
 
Oil (MMBbls)
35.3

 
 
 
 
 
 
 
Gas (Bcf)
 
 
89.7

 
 
 
 
 
NGLs (MMBbls)
 
 
 
 
2.4

 
 
 
Oil Equivalents (MMBOE)
 
 
 
 
 
 
52.6

 
 
 
 
 
 
 
 
 
 
 
Oil
 
Natural Gas
 
NGLs
 
 
 
 
(per barrel)
 
(per MMBtu)
 
(per barrel)
 
Per BOE
 
Oil and gas revenues before derivatives
$
45.58

 
$
2.59

 
$
18.90

 
$
35.82

 
Cash gains on derivative contracts
11.53

 

 

 
7.72

 
Realized revenues
$
57.11

 
$
2.59

 
$
18.90

 
43.54

 
Less: cash production costs
 
 
 
 
 
 
18.59

 
Cash operating margin
 
 
 
 
 
 
24.95

 
Less: depreciation, depletion and amortization
 
 
 
 
 
 
34.28

 
Less: impairment of oil and gas properties
 
 
 
 
 
 
246.67

 
Less: accretion and other costs
 
 
 
 
 
 
4.41

a  
Plus: net noncash mark-to-market losses on derivative
 contracts
 
 
 
 
 
 
(6.07
)
 
Plus: other net adjustments
 
 
 
 
 
 
0.43

 
Gross loss
 
 
 
 
 
 
$
(266.05
)
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
 
(In millions)
 
 
 
 
Depreciation,
 
Impairment of
 
 
 
 
Production
 
Depletion and
 
Oil and Gas
 
 
Revenues
 
and Delivery
 
Amortization
 
Properties
 
Totals presented above
$
1,885

 
$
979

 
$
1,804

 
$
12,980

 
Cash gains on derivative contracts
406

 

 

 

 
Net noncash mark-to-market losses on derivative
 contracts
(319
)
 

 

 

 
Accretion and other costs

 
232

a  

 

 
Other net adjustments
22

 

 

 

 
U.S. oil & gas operations
1,994

 
1,211

 
1,804

 
12,980

 
Total mining b
13,882

 
10,335

 
1,679

 

 
Corporate, other & eliminations
1

 
(1
)
 
14

 
164

c  
As reported in FCX's consolidated financial statements
$
15,877

 
$
11,545

 
$
3,497

 
$
13,144

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
a.
Includes $188 million ($3.58 per BOE) primarily for other asset impairments and inventory write-downs, idle/terminated rig costs and prior year non-income tax assessments at the California properties.
b.
Represents the combined total for mining operations and the related eliminations, as presented in Note 16 .
c.
Reflects impairment charges for international oil and gas properties, primarily related to Morocco.





132


U.S. Oil & Gas Product Revenues, Cash Production Costs and Realizations (continued)

Year Ended December 31, 2014
 
 
 
 
Total
 
 
 
 
 
 
 
 
U.S. Oil
 
(In millions)
Oil
 
Natural Gas
 
NGLs
 
& Gas
 
Oil and gas revenues before derivatives
$
3,721

 
$
353

 
$
128

 
$
4,202

 
Cash losses on derivative contracts
(111
)
 
(11
)
 

 
(122
)
 
Realized revenues
$
3,610

 
$
342

 
$
128

 
4,080

 
Less: cash production costs
 
 
 
 
 
 
1,140

a  
Cash operating margin
 
 
 
 
 
 
2,940

 
Less: depreciation, depletion and amortization
 
 
 
 
 
 
2,291

 
Less: impairment of oil and gas properties
 
 
 
 
 
 
3,737

 
Less: accretion and other costs
 
 
 
 
 
 
97

b  
Plus: net noncash mark-to-market gains on derivative
 contracts
 
 
 
 
 
 
627

 
Plus: other net adjustments
 
 
 
 
 
 
3

 
Gross loss
 
 
 
 
 
 
$
(2,555
)
 
 
 
 
 
 
 
 
 
 
Oil (MMBbls)
40.1

 
 
 
 
 
 
 
Gas (Bcf)
 
 
80.8

 
 
 
 
 
NGLs (MMBbls)
 
 
 
 
3.2

 
 
 
Oil Equivalents (MMBOE)
 
 
 
 
 
 
56.8

a  
 
 
 
 
 
 
 
 
 
 
Oil
 
Natural Gas
 
NGLs
 
 
 
 
(per barrel)
 
(per MMbtu)
 
(per barrel)
 
Per BOE
 
Oil and gas revenues before derivatives
$
92.76

 
$
4.37

 
$
39.73

 
$
73.98

 
Cash losses on derivative contracts
(2.76
)
 
(0.14
)
 

 
(2.15
)
 
Realized revenues
$
90.00

 
$
4.23

 
$
39.73

 
71.83

 
Less: cash production costs
 
 
 
 
 
 
20.08

a  
Cash operating margin
 
 
 
 
 
 
51.75

 
Less: depreciation, depletion and amortization
 
 
 
 
 
 
40.34

 
Less: impairment of oil and gas properties
 
 
 
 
 
 
65.80

 
Less: accretion and other costs
 
 
 
 
 
 
1.69

b  
Plus: net noncash mark-to-market gains on derivative
 contracts
 
 
 
 
 
 
11.03

 
Plus: other net adjustments
 
 
 
 
 
 
0.06

 
Gross loss
 
 
 
 
 
 
$
(44.99
)
 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
(In millions)
 
 
 
 
Depreciation,
 
Impairment of
 
 
 
 
Production
 
Depletion and
 
Oil and Gas
 
 
Revenues
 
and Delivery
 
Amortization
 
Properties
 
Totals presented above
$
4,202

 
$
1,140

 
$
2,291

 
$
3,737

 
Cash losses on derivative contracts
(122
)
 

 

 

 
Net noncash mark-to-market gains on derivative
 contracts
627

 

 

 

 
Accretion and other costs

 
97

b  

 

 
Other net adjustments
3

 

 

 

 
U.S. oil & gas operations
4,710

 
1,237

 
2,291

 
3,737

 
Total mining c
16,728

 
10,659

 
1,558

 

 
Corporate, other & eliminations

 
2

 
14

 

 
As reported in FCX's consolidated financial statements
$
21,438

 
$
11,898

 
$
3,863

 
$
3,737

 
a. Following is a reconciliation of FM O&G's cash production costs per BOE for 2014 unit net cash costs, excluding Eagle Ford:
 
Cash Production Costs
(in millions)
 
Oil Equivalents (MMBOE)
 
Cash Production Costs Per BOE
 
Presented above
$
1,140

 
56.8

 
$
20.08

 
Less: Eagle Ford
113

 
8.7

 
12.97

 
 
$
1,027

 
48.1

 
$
21.36

 
b.
Includes $46 million ($0.81 per BOE) primarily for idle/terminated rig costs and inventory write-downs.
c.
Represents the combined total for mining operations and the related eliminations, as presented in Note 16 .


133


U.S. Oil & Gas Product Revenues, Cash Production Costs and Realizations (continued)
Seven Months from June 1, 2013, to December 31, 2013
 
 
 
 
 
 
Total
 
 
 
 
 
 
 
 
U.S. Oil
 
(In millions)
Oil
 
Natural Gas
 
NGLs
 
& Gas
 
Oil and gas revenues before derivatives
$
2,655

 
$
202

 
$
92

 
$
2,949

 
Cash (losses) gains on derivative contracts
(36
)
 
14

 

 
(22
)
 
Realized revenues
$
2,619

 
$
216

 
$
92

 
2,927

 
Less: cash production costs
 
 
 
 
 
 
653

a  
Cash operating margin
 
 
 
 
 
 
2,274

 
Less: depreciation, depletion and amortization
 
 
 
 
 
 
1,364

 
Less: accretion and other costs
 
 
 
 
 
 
29

 
Plus: net noncash mark-to-market losses on derivative
contracts
 
 
 
 
 
 
(312
)
 
Plus: other net adjustments
 
 
 
 
 
 
1

 
Gross profit
 
 
 
 
 
 
$
570

 
 
 
 
 
 
 
 
 
 
Oil (MMBbls)
26.6

 
 
 
 
 
 
 
Gas (Bcf)
 
 
54.2

 
 
 
 
 
NGLs (MMBbls)
 
 
 
 
2.4

 
 
 
Oil Equivalents (MMBOE)
 
 
 
 
 
 
38.1

a  
 
 
 
 
 
 
 
 
 
 
Oil
 
Natural Gas
 
NGLs
 
 
 
 
(per barrel)
 
(per MMbtu)
 
(per barrel)
 
Per BOE
 
Oil and gas revenues before derivatives
$
99.67

 
$
3.73

 
$
38.20

 
$
77.45

 
Cash (losses) gains on derivative contracts
(1.35
)
 
0.26

 

 
(0.58
)
 
Realized revenues
$
98.32

 
$
3.99

 
$
38.20

 
76.87

 
Less: cash production costs
 
 
 
 
 
 
17.14

a  
Cash operating margin
 
 
 
 
 
 
59.73

 
Less: depreciation, depletion and amortization
 
 
 
 
 
 
35.81

 
Less: accretion and other costs
 
 
 
 
 
 
0.79

 
Plus: net noncash mark-to-market losses on derivative
 contracts
 
 
 
 
 
 
(8.20
)
 
Plus: other net adjustments
 
 
 
 
 
 
0.04

 
Gross profit
 
 
 
 
 
 
$
14.97

 
 
 
 
 
 
 
 
 
 
Reconciliation to Amounts Reported
(In millions)
 
 
 
 
Depreciation,
 
 
 
 
 
 
Production
 
Depletion and
 
 
 
 
Revenues
 
and Delivery
 
Amortization
 
 
 
Totals presented above
$
2,949

 
$
653

 
$
1,364

 
 
 
Cash losses on derivative contracts
(22
)
 

 

 
 
 
Net noncash mark-to-market losses on derivative contracts
(312
)
 

 

 
 
 
Accretion and other costs

 
29

 

 
 
 
Other net adjustments
1

 

 

 
 
 
U.S. oil & gas operations
2,616

 
682

 
1,364

 
 
 
Total mining b
18,301

 
11,148

 
1,422

 
 
 
Corporate, other & eliminations
4

 
7

 
11

 
 
 
As reported in FCX's consolidated financial statements
$
20,921

 
$
11,837

 
$
2,797

 
 
 
a. Following is a reconciliation of FM O&G's cash production costs per BOE for 2013 unit net cash costs, excluding Eagle Ford:
 
Cash Production Costs
(in millions)
 
Oil Equivalents (MMBOE)
 
Cash Production Costs Per BOE
 
Presented above
$
653

 
38.1

 
$
17.14

 
Less: Eagle Ford
119

 
9.9

 
11.97

 
 
$
534

 
28.2

 
$
18.95

 
b.
Represents the combined total for all mining operations and the related eliminations, as presented in Note 16 .


134


CAUTIONARY STATEMENT

Our discussion and analysis contains forward-looking statements in which we discuss factors we believe may affect our future performance. Forward-looking statements are all statements other than statements of historical facts, such as projections or expectations relating to ore grades and milling rates; production and sales volumes; unit net cash costs; cash production costs per BOE; operating cash flows; capital expenditures; debt reduction initiatives; exploration efforts and results; development and production activities and costs; liquidity; tax rates; the impact of copper, gold, molybdenum, cobalt, crude oil and natural gas price changes; the impact of deferred intercompany profits on earnings; reserve estimates; future dividend payments, and share purchases and sales. The words “anticipates,” “may,” “can,” “plans,” “believes,” “potential,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be” and any similar expressions are intended to identify those assertions as forward-looking statements. The declaration of dividends is at the discretion of the Board and will depend on our financial results, cash requirements, future prospects, and other factors deemed relevant by the Board.

We caution readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, projected or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include supply of, demand for, and prices of copper, gold, molybdenum, cobalt, crude oil and natural gas; mine sequencing; production rates; drilling results; potential effects of cost and capital expenditure reductions and production curtailments on financial results and cash flow; the outcome of our strategic review of our oil and gas business; the outcome of our debt reduction initiatives; potential additional oil and gas property impairment charges; potential inventory adjustments; potential impairment of long-lived mining assets; the outcome of ongoing discussions with the Indonesian government regarding PT-FI's COW; PT-FI's ability to obtain renewal of its export permit after August 8, 2016; the potential effects of violence in Indonesia generally and in the province of Papua; the resolution of administrative disputes in the DRC; industry risks; regulatory changes; political risks; weather- and climate-related risks; labor relations; environmental risks; litigation results and other factors described in more detail in Part I, Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2015 .

Investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the forward-looking statements are made, including for example commodity prices, which we cannot control, and production volumes and costs, some aspects of which we may not be able to control. Further, we may make changes to our business plans that could affect our results. We caution investors that we do not intend to update forward-looking statements more frequently than quarterly notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes, and we undertake no obligation to update any forward-looking statements.



135


Item 8. Financial Statements and Supplementary Data.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Freeport-McMoRan Inc.’s (the Company’s) management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of the end of the fiscal year covered by this annual report on Form 10-K. In making this assessment, our management used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Based on our management’s assessment, management concluded that, as of December 31, 2015 , our Company’s internal control over financial reporting is effective based on the COSO criteria.

Ernst & Young LLP, an independent registered public accounting firm, who audited the Company’s consolidated financial statements included in this Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting, which is included herein.

/s/ Richard C. Adkerson
 
/s/ Kathleen L. Quirk
Richard C. Adkerson
 
Kathleen L. Quirk
Vice Chairman of the Board,
 
Executive Vice President,
President and Chief Executive Officer
 
Chief Financial Officer and Treasurer


136

Table of Contents


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
FREEPORT-McMoRan INC.

We have audited Freeport-McMoRan Inc.’s internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Freeport-McMoRan Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
    
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Freeport-McMoRan Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Freeport-McMoRan Inc. as of December 31, 2015 and 2014 , and the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2015 , and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
Phoenix, Arizona
February 26, 2016


137



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
FREEPORT-McMoRan INC.
 
We have audited the accompanying consolidated balance sheets of Freeport-McMoRan Inc. as of December 31, 2015 and 2014 , and the related consolidated statements of operations, comprehensive (loss) income, equity and cash flows for each of the three years in the period ended December 31, 2015 . These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Freeport-McMoRan Inc. at December 31, 2015 and 2014 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015 , in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Freeport-McMoRan Inc.'s internal control over financial reporting as of December 31, 2015 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP


Phoenix, Arizona
February 26, 2016



138



FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

 
Years Ended December 31,
 
2015
 
2014
 
2013
 
(In millions, except per share amounts)
Revenues
$
15,877

 
$
21,438

 
$
20,921

Cost of sales:
 
 
 
 
 
Production and delivery
11,545

 
11,898

 
11,837

Depreciation, depletion and amortization
3,497

 
3,863

 
2,797

Impairment of oil and gas properties
13,144

 
3,737

 

Copper and molybdenum inventory adjustments
338

 
6

 
3

Total cost of sales
28,524

 
19,504

 
14,637

Selling, general and administrative expenses
569

 
592

 
657

Mining exploration and research expenses
127

 
126

 
210

Environmental obligations and shutdown costs
78

 
119

 
66

Goodwill impairment

 
1,717

 

Net gain on sales of assets
(39
)
 
(717
)
 

Total costs and expenses
29,259

 
21,341

 
15,570

Operating (loss) income
(13,382
)
 
97

 
5,351

Interest expense, net
(645
)
 
(630
)
 
(518
)
Net gain (loss) on early extinguishment of debt

 
73

 
(35
)
Gain on investment in McMoRan Exploration Co. (MMR)

 

 
128

Other income (expense), net
6

 
36

 
(13
)
(Loss) income before income taxes and equity in affiliated companies' net (losses) earnings
(14,021
)
 
(424
)
 
4,913

Benefit from (provision for) income taxes
1,935

 
(324
)
 
(1,475
)
Equity in affiliated companies’ net (losses) earnings
(3
)
 
3

 
3

Net (loss) income
(12,089
)
 
(745
)
 
3,441

Net income attributable to noncontrolling interests
(106
)
 
(523
)
 
(761
)
Preferred dividends attributable to redeemable noncontrolling interest
(41
)
 
(40
)
 
(22
)
Net (loss) income attributable to common stockholders
$
(12,236
)
 
$
(1,308
)
 
$
2,658

 
 
 
 
 
 
Net (loss) income per share attributable to common stockholders:
 
 
 
 
 
Basic
$
(11.31
)
 
$
(1.26
)
 
$
2.65

Diluted
$
(11.31
)
 
$
(1.26
)
 
$
2.64

 
 
 
 
 
 
Weighted-average common shares outstanding:
 
 
 
 
 
Basic
1,082

 
1,039

 
1,002

Diluted
1,082

 
1,039

 
1,006

 
 
 
 
 
 
Dividends declared per share of common stock
$
0.2605

 
$
1.25

 
$
2.25


The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.



139

Table of Contents


FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

 
Years Ended December 31,
 
2015
 
2014
 
2013
 
(In millions)
Net (loss) income
$
(12,089
)
 
$
(745
)
 
$
3,441

 
 
 
 
 
 
Other comprehensive income (loss), net of taxes:
 
 
 
 
 
Defined benefit plans:
 
 
 
 
 
Actuarial (losses) gains arising during the period
(5
)
 
(166
)
 
73

Prior service costs arising during the period

 

 
(21
)
Amortization of unrecognized amounts included in net periodic benefit costs
38

 
25

 
30

Foreign exchange gains
8

 
1

 
12

Translation adjustments and unrealized losses on securities

 
(1
)
 
4

Other comprehensive income (loss)
41

 
(141
)
 
98

 
 
 
 
 
 
Total comprehensive (loss) income
(12,048
)
 
(886
)
 
3,539

Total comprehensive income attributable to noncontrolling interests
(106
)
 
(521
)
 
(758
)
Preferred dividends attributable to redeemable noncontrolling interest
(41
)
 
(40
)
 
(22
)
Total comprehensive (loss) income attributable to common stockholders
$
(12,195
)
 
$
(1,447
)
 
$
2,759


The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.




140

Table of Contents


FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
 
 
(In millions)
Cash flow from operating activities:
 
 
 
 
 
 
Net (loss) income
 
$
(12,089
)
 
$
(745
)
 
$
3,441

Adjustments to reconcile net (loss) income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation, depletion and amortization
 
3,497

 
3,863

 
2,797

Impairment of oil and gas properties and goodwill
 
13,144

 
5,454

 

Copper and molybdenum inventory adjustments
 
338

 
6

 
3

Other asset impairments, inventory write-downs, restructuring and other
 
256

 
18

 

Net gain on sales of assets
 
(39
)
 
(717
)
 

Net (gains) losses on crude oil and natural gas derivative contracts
 
(87
)
 
(504
)
 
334

Gain on investment in MMR
 

 

 
(128
)
Stock-based compensation
 
85

 
106

 
173

Net charges for environmental and asset retirement obligations, including accretion
 
209

 
200

 
164

Payments for environmental and asset retirement obligations
 
(198
)
 
(176
)
 
(237
)
Net (gain) loss on early extinguishment of debt
 

 
(73
)
 
35

Deferred income taxes
 
(2,039
)
 
(929
)
 
277

Increase in long-term mill and leach stockpiles
 
(212
)
 
(233
)
 
(431
)
Other, net
 
(18
)
 
(7
)
 
88

Changes in working capital and other tax payments, excluding amounts from acquisitions and dispositions:
 
 
 
 
 
 
Accounts receivable
 
813

 
215

 
49

Inventories
 
379

 
(249
)
 
(288
)
Other current assets
 
97

 

 
26

Accounts payable and accrued liabilities
 
(217
)
 
(394
)
 
(359
)
Accrued income taxes and changes in other tax payments
 
(699
)
 
(204
)
 
195

Net cash provided by operating activities
 
3,220

 
5,631

 
6,139

 
 
 
 
 
 
 
Cash flow from investing activities:
 
 
 
 
 
 
Capital expenditures:
 
 
 
 
 
 
North America copper mines
 
(355
)
 
(969
)
 
(1,066
)
South America
 
(1,722
)
 
(1,785
)
 
(1,145
)
Indonesia
 
(913
)
 
(948
)
 
(1,030
)
Africa
 
(229
)
 
(159
)
 
(205
)
Molybdenum mines
 
(13
)
 
(54
)
 
(164
)
United States oil and gas operations
 
(2,948
)
 
(3,205
)
 
(1,436
)
Other
 
(173
)
 
(95
)
 
(240
)
Acquisitions of Deepwater Gulf of Mexico interests
 

 
(1,426
)
 

Acquisition of Plains Exploration & Production Company, net of cash acquired
 

 

 
(3,465
)
Acquisition of MMR, net of cash acquired
 

 

 
(1,628
)
Acquisition of cobalt chemical business, net of cash acquired
 

 

 
(348
)
Net proceeds from sale of Candelaria and Ojos del Salado
 

 
1,709

 

Net proceeds from sale of Eagle Ford shale assets
 

 
2,910

 

Other, net
 
107

 
221

 
(181
)
Net cash used in investing activities
 
(6,246
)
 
(3,801
)
 
(10,908
)
 
 
 
 
 
 
 
Cash flow from financing activities:
 
 
 
 
 
 
Proceeds from debt
 
8,272

 
8,710

 
11,501

Repayments of debt
 
(6,677
)
 
(10,306
)
 
(5,476
)
Net proceeds from sale of common stock
 
1,936

 

 

Redemption of MMR preferred stock
 

 

 
(228
)
Cash dividends and distributions paid:
 
 
 
 
 
 
Common stock
 
(605
)
 
(1,305
)
 
(2,281
)
Noncontrolling interests
 
(120
)
 
(424
)
 
(256
)
Stock-based awards net (payments) proceeds, including excess tax benefit
 
(4
)
 
9

 
(98
)
Debt financing costs and other, net
 
(16
)
 
(35
)
 
(113
)
Net cash provided by (used in) financing activities
 
2,786

 
(3,351
)
 
3,049

Net decrease in cash and cash equivalents
 
(240
)
 
(1,521
)
 
(1,720
)
Cash and cash equivalents at beginning of year
 
464

 
1,985

 
3,705

Cash and cash equivalents at end of year
 
$
224

 
$
464

 
$
1,985

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.


141



FREEPORT-McMoRan INC.
CONSOLIDATED BALANCE SHEETS
 
December 31,
 
2015
 
2014
 
(In millions, except par value)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
224

 
$
464

Trade accounts receivable
689

 
953

Income and other tax receivables
1,414

 
1,322

Other accounts receivable
174

 
288

Inventories:
 
 
 
Materials and supplies, net
1,869

 
1,886

Mill and leach stockpiles
1,724

 
1,914

Product
1,195

 
1,561

Other current assets
173

 
657

Total current assets
7,462

 
9,045

Property, plant, equipment and mining development costs, net
27,509

 
26,220

Oil and gas properties, net - full cost method:
 
 
 
Subject to amortization, less accumulated amortization and impairment of $22,276 and $7,360, respectively
2,262

 
9,187

Not subject to amortization
4,831

 
10,087

Long-term mill and leach stockpiles
2,271

 
2,179

Other assets
2,242

 
1,956

Total assets
$
46,577

 
$
58,674

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued liabilities
$
3,355

 
$
3,653

Current portion of debt
649

 
478

Current portion of environmental and asset retirement obligations
272

 
296

Accrued income taxes
23

 
410

Dividends payable
8

 
335

Total current liabilities
4,307

 
5,172

Long-term debt, less current portion
19,779

 
18,371

Deferred income taxes
4,288

 
6,398

Environmental and asset retirement obligations, less current portion
3,739

 
3,647

Other liabilities
1,656

 
1,861

Total liabilities
33,769

 
35,449

 
 
 
 
Redeemable noncontrolling interest
764

 
751

 
 
 
 
Equity:
 
 
 
Stockholders’ equity:
 
 
 
Common stock, par value $0.10, 1,374 shares and 1,167 shares issued, respectively
137

 
117

Capital in excess of par value
24,283

 
22,281

(Accumulated deficit) retained earnings
(12,387
)
 
128

Accumulated other comprehensive loss
(503
)
 
(544
)
Common stock held in treasury – 128 shares at cost
(3,702
)
 
(3,695
)
Total stockholders’ equity
7,828

 
18,287

Noncontrolling interests
4,216

 
4,187

Total equity
12,044

 
22,474

Total liabilities and equity
$
46,577

 
$
58,674

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.


142



FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF EQUITY
 
Stockholders' Equity
 
 
 
 
 
Common Stock
 
 
 
 (Accumulated Deficit) Retained Earnings
 
Accumu-
lated
Other Compre-hensive
Loss
 
Common Stock
Held in Treasury
 
Total
Stock-
holders’
Equity
 
 
 
 
 
Number
of
Shares
 
At Par
Value
 
Capital in
Excess of
Par Value
 
 
 
Number
of
Shares
 
At
Cost
 
 
Non-
controlling
Interests
 
Total
Equity
 
(In millions)
Balance at January 1, 2013
1,073

 
$
107

 
$
19,119

 
$
2,399

 
$
(506
)
 
124

 
$
(3,576
)
 
$
17,543

 
$
3,768

 
$
21,311

Common stock issued to acquire Plains Exploration & Production Company
91

 
9

 
2,822

 

 

 

 

 
2,831

 

 
2,831

Exchange of employee stock-based awards in connection with acquisitions

 

 
67

 

 

 

 

 
67

 

 
67

Exercised and issued stock-based awards
1

 
1

 
8

 

 

 

 

 
9

 

 
9

Stock-based compensation

 

 
153

 

 

 

 

 
153

 

 
153

Reserve of tax benefit for stock-based awards

 

 
(1
)
 

 

 

 

 
(1
)
 

 
(1
)
Tender of shares for stock-based awards

 

 

 

 

 
3

 
(105
)
 
(105
)
 

 
(105
)
Dividends on common stock

 

 

 
(2,315
)
 

 

 

 
(2,315
)
 

 
(2,315
)
Dividends to noncontrolling interests

 

 

 

 

 

 

 

 
(236
)
 
(236
)
Noncontrolling interests' share of contributed capital in subsidiary

 

 
(7
)
 

 

 

 

 
(7
)
 
7

 

Net income attributable to common stockholders

 

 

 
2,658

 

 

 

 
2,658

 

 
2,658

Net income attributable to noncontrolling interests

 

 

 

 

 

 

 

 
761

 
761

Other comprehensive income (loss)

 

 

 

 
101

 

 

 
101

 
(3
)
 
98

Balance at December 31, 2013
1,165

 
117

 
22,161

 
2,742

 
(405
)
 
127

 
(3,681
)
 
20,934

 
4,297

 
25,231

Exercised and issued stock-based awards
2

 

 
12

 

 

 

 

 
12

 

 
12

Stock-based compensation

 

 
98

 

 

 

 

 
98

 

 
98

Tax benefit for stock-based awards

 

 
5

 

 

 

 

 
5

 
1

 
6

Tender of shares for stock-based awards

 

 
6

 

 

 
1

 
(14
)
 
(8
)
 

 
(8
)
Dividends on common stock

 

 

 
(1,306
)
 

 

 

 
(1,306
)
 

 
(1,306
)
Dividends to noncontrolling interests

 

 

 

 

 

 

 

 
(396
)
 
(396
)
Noncontrolling interests' share of contributed capital in subsidiary

 

 
(1
)
 

 

 

 

 
(1
)
 
7

 
6

Sale of Candelaria and Ojos del Salado mines

 

 

 

 

 

 

 

 
(243
)
 
(243
)
Net loss attributable to common stockholders

 

 

 
(1,308
)
 

 

 

 
(1,308
)
 

 
(1,308
)
Net income attributable to noncontrolling interests

 

 

 

 

 

 

 

 
523

 
523

Other comprehensive loss

 

 

 

 
(139
)
 

 

 
(139
)
 
(2
)
 
(141
)
Balance at December 31, 2014
1,167

 
$
117

 
$
22,281

 
$
128

 
$
(544
)
 
128

 
$
(3,695
)
 
$
18,287

 
$
4,187

 
$
22,474



143



FREEPORT-McMoRan INC.
CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED)
 
Stockholders’ Equity
 
 
 
 
 
Common Stock
 
 
 
 (Accumulated Deficit) Retained Earnings
 
Accumu-
lated
Other Compre-hensive
Loss
 
Common Stock
Held in Treasury
 
Total
Stock-
holders’
Equity
 
 
 
 
 
Number
of
Shares
 
At Par
Value
 
Capital in
Excess of
Par Value
 
 
 
Number
of
Shares
 
At
Cost
 
 
Non-
controlling
Interests
 
Total
Equity
 
(In millions)
Balance at December 31, 2014
1,167

 
$
117

 
$
22,281

 
$
128

 
$
(544
)
 
128

 
$
(3,695
)
 
$
18,287

 
$
4,187

 
$
22,474

Sale of common stock
206

 
20

 
1,916

 

 

 

 

 
1,936

 

 
1,936

Exercised and issued stock-based awards
1

 

 
3

 

 

 

 

 
3

 

 
3

Stock-based compensation

 

 
91

 

 

 

 

 
91

 
7

 
98

Reserve on tax benefit for stock-based awards

 

 
(1
)
 

 

 

 

 
(1
)
 

 
(1
)
Tender of shares for stock-based awards

 

 

 

 

 

 
(7
)
 
(7
)
 

 
(7
)
Dividends on common stock

 

 

 
(279
)
 

 

 

 
(279
)
 

 
(279
)
Dividends to noncontrolling interests

 

 

 

 

 

 

 

 
(91
)
 
(91
)
Noncontrolling interests' share of contributed capital in subsidiary

 

 
(7
)
 

 

 

 

 
(7
)
 
7

 

Net loss attributable to common stockholders

 

 

 
(12,236
)
 

 

 

 
(12,236
)
 

 
(12,236
)
Net income attributable to noncontrolling interests

 

 

 

 

 

 

 

 
106

 
106

Other comprehensive income

 

 

 

 
41

 

 

 
41

 

 
41

Balance at December 31, 2015
1,374

 
$
137

 
$
24,283

 
$
(12,387
)
 
$
(503
)
 
128

 
$
(3,702
)
 
$
7,828

 
$
4,216

 
$
12,044

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.


144



FREEPORT-McMoRan INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation.   Effective July 14, 2014 , Freeport-McMoRan Copper & Gold Inc. changed its name to Freeport-McMoRan Inc. (FCX). The consolidated financial statements of FCX include the accounts of those subsidiaries where it directly or indirectly has more than 50 percent of the voting rights and has the right to control significant management decisions. The most significant entities that FCX consolidates include its 90.64 percent -owned subsidiary PT Freeport Indonesia (PT-FI), and the following wholly owned subsidiaries: Freeport Minerals Corporation (FMC, formerly Freeport-McMoRan Corporation), Atlantic Copper, S.L.U. (Atlantic Copper) and FCX Oil & Gas Inc. (FM O&G).

FCX acquired mining assets in North America, South America and Africa when it acquired Phelps Dodge Corporation (now known as FMC) in 2007. FCX acquired oil and gas operations when it acquired Plains Exploration & Production Company (PXP) and McMoRan Exploration Co. (MMR), collectively known as FM O&G, on May 31, 2013 , and June 3, 2013 , respectively. The results included in these financial statements for the year ended December 31, 2013, include PXP's results beginning June 1, 2013 , and MMR's results beginning June 4, 2013 (refer to Note 2 for further discussion).

FCX’s unincorporated joint ventures with Rio Tinto plc (Rio Tinto) and Sumitomo Metal Mining Arizona, Inc. (Sumitomo) are reflected using the proportionate consolidation method (refer to Note 3 for further discussion). Investments in unconsolidated companies owned 20 percent or more are recorded using the equity method. Investments in companies owned less than 20 percent , and for which FCX does not exercise significant influence, are carried at cost. All significant intercompany transactions have been eliminated. Dollar amounts in tables are stated in millions, except per share amounts.

Business Segments.   FCX has organized its mining operations into five primary divisions – North America copper mines, South America mining, Indonesia mining, Africa mining and Molybdenum mines, and operating segments that meet certain thresholds are reportable segments. For oil and gas operations, FCX determines its operating segments on a country-by-country basis. FCX's reportable segments include the Morenci, Cerro Verde, Grasberg and Tenke Fungurume copper mines, the Rod & Refining operations and the United States (U.S.) Oil & Gas operations. Refer to Note 16 for further discussion.

Use of Estimates.   The preparation of FCX’s financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. The more significant areas requiring the use of management estimates include reserve estimation (minerals, and oil and natural gas); timing of transfers of oil and gas properties not subject to amortization into the full cost pool; asset lives for depreciation, depletion and amortization; environmental obligations; asset retirement obligations; estimates of recoverable copper in mill and leach stockpiles; deferred taxes and valuation allowances; reserves for contingencies and litigation; asset impairment, including estimates used to derive future cash flows associated with those assets; determination of fair value of assets acquired, liabilities assumed and redeemable noncontrolling interest, and recognition of goodwill and deferred taxes in connection with business combinations; pension benefits; and valuation of derivative instruments. Actual results could differ from those estimates.

Functional Currency. The functional currency for the majority of FCX's foreign operations is the U.S. dollar. For foreign subsidiaries whose functional currency is the U.S. dollar, monetary assets and liabilities denominated in the local currency are translated at current exchange rates, and non-monetary assets and liabilities, such as inventories, property, plant, equipment and development costs, are translated at historical rates. Gains and losses resulting from translation of such account balances are included in other income (expense), as are gains and losses from foreign currency transactions. Foreign currency losses totaled $93 million in 2015, $4 million in 2014 and $36 million in 2013.

Cash Equivalents.   Highly liquid investments purchased with maturities of three months or less are considered cash equivalents.



145


Inventories.   Inventories include mill and leach stockpiles, materials and supplies, and product inventories. Beginning in third-quarter 2015, inventories are stated at the lower of weighted-average cost or net realizable value. Prior to third-quarter 2015, inventories were stated at the lower of weighted-average cost or market (refer to "New Accounting Standards" in this note for discussion of the change in accounting principle). Refer to Note 4 for further discussion.

Mill and Leach Stockpiles. Mill and leach stockpiles are work-in-process inventories for FCX's mining operations. Mill and leach stockpiles have been extracted from an ore body and are available for copper recovery. Mill stockpiles contain sulfide ores and recovery of metal is through milling, concentrating, smelting and refining or, alternatively, by concentrate leaching. Leach stockpiles contain oxide ores and certain secondary sulfide ores and recovery of metal is through exposure to acidic solutions that dissolve contained copper and deliver it in solution to extraction processing facilities ( i.e., solution extraction and electrowinning (SX/EW)). The recorded cost of mill and leach stockpiles includes mining and haulage costs incurred to deliver ore to stockpiles, depreciation, depletion, amortization and site overhead costs. Material is removed from the stockpiles at a weighted-average cost per pound.

Because it is generally impracticable to determine copper contained in mill and leach stockpiles by physical count, reasonable estimation methods are employed. The quantity of material delivered to mill and leach stockpiles is based on surveyed volumes of mined material and daily production records. Sampling and assaying of blasthole cuttings determine the estimated copper grade of the material delivered to mill and leach stockpiles.

Expected copper recovery rates for mill stockpiles are determined by metallurgical testing. The recoverable copper in mill stockpiles, once entered into the production process, can be produced into copper concentrate almost immediately.

Expected copper recovery rates for leach stockpiles are determined using small-scale laboratory tests, small- to large-scale column testing (which simulates the production process), historical trends and other factors, including mineralogy of the ore and rock type. Total copper recovery in leach stockpiles can vary significantly from a low percentage to more than 90 percent depending on several variables, including processing methodology, processing variables, mineralogy and particle size of the rock. For newly placed material on active stockpiles, as much as 80 percent total copper recovery may occur during the first year, and the remaining copper may be recovered over many years.

Processes and recovery rates for mill and leach stockpiles are monitored regularly, and recovery rate estimates are adjusted periodically as additional information becomes available and as related technology changes. Adjustments to recovery rates will typically result in a future impact to the value of the material removed from the stockpiles at a revised weighted-average cost per pound of recoverable copper.

Product Inventories. Product inventories include raw materials, work-in-process and finished goods. Raw materials are primarily unprocessed concentrate at Atlantic Copper's smelting and refining operations. Work-in-process inventories are primarily copper concentrate at various stages of conversion into anode and cathode at Atlantic Copper's operations. Atlantic Copper’s in-process inventories are valued at the weighted-average cost of the material fed to the smelting and refining process plus in-process conversion costs. Finished goods for mining operations represent salable products ( e.g. , copper and molybdenum concentrate, copper anode, copper cathode, copper rod, copper wire, molybdenum oxide, high-purity molybdenum chemicals and other metallurgical products, and various cobalt products). Finished goods are valued based on the weighted-average cost of source material plus applicable conversion costs relating to associated process facilities. Costs of finished goods and work-in-process ( i.e. , not raw materials) inventories include labor and benefits, supplies, energy, depreciation, depletion, amortization, site overhead costs and other necessary costs associated with the extraction and processing of ore, including, depending on the process, mining, haulage, milling, concentrating, smelting, leaching, solution extraction, refining, roasting and chemical processing. Corporate general and administrative costs are not included in inventory costs.

Property, Plant, Equipment and Mining Development Costs.   Property, plant, equipment and mining development costs are carried at cost. Mineral exploration costs, as well as drilling and other costs incurred for the purpose of converting mineral resources to proven and probable reserves or identifying new mineral resources at development or production stage properties, are charged to expense as incurred. Development costs are capitalized beginning after proven and probable mineral reserves have been established. Development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and


146


probable reserves, including shafts, adits, drifts, ramps, permanent excavations, infrastructure and removal of overburden. Additionally, interest expense allocable to the cost of developing mining properties and to constructing new facilities is capitalized until assets are ready for their intended use.

Expenditures for replacements and improvements are capitalized. Costs related to periodic scheduled maintenance ( i.e. , turnarounds) are charged to expense as incurred. Depreciation for mining and milling life-of-mine assets, infrastructure and other common costs is determined using the unit-of-production (UOP) method based on total estimated recoverable proven and probable copper reserves (for primary copper mines) and proven and probable molybdenum reserves (for primary molybdenum mines). Development costs and acquisition costs for proven and probable mineral reserves that relate to a specific ore body are depreciated using the UOP method based on estimated recoverable proven and probable mineral reserves for the ore body benefited. Depreciation, depletion and amortization using the UOP method is recorded upon extraction of the recoverable copper or molybdenum from the ore body, at which time it is allocated to inventory cost and then included as a component of cost of goods sold. Other assets are depreciated on a straight-line basis over estimated useful lives of up to 39 years for buildings and three to 25 years for machinery and equipment, and mobile equipment.

Included in property, plant, equipment and mining development costs is value beyond proven and probable mineral reserves (VBPP), primarily resulting from FCX’s acquisition of FMC in 2007. The concept of VBPP may be interpreted differently by different mining companies. FCX’s VBPP is attributable to (i) mineralized material, which includes measured and indicated amounts, that FCX believes could be brought into production with the establishment or modification of required permits and should market conditions and technical assessments warrant, (ii) inferred mineral resources and (iii) exploration potential.

Carrying amounts assigned to VBPP are not charged to expense until the VBPP becomes associated with additional proven and probable mineral reserves and the reserves are produced or the VBPP is determined to be impaired. Additions to proven and probable mineral reserves for properties with VBPP will carry with them the value assigned to VBPP at the date acquired, less any impairment amounts. Refer to Note 5 for further discussion.

Impairment of Long-Lived Mining Assets.   FCX assesses the carrying values of its long-lived mining assets for impairment when events or changes in circumstances indicate that the related carrying amounts of such assets may not be recoverable. In evaluating long-lived mining assets for recoverability, estimates of pre-tax undiscounted future cash flows of FCX’s individual mines are used. An impairment is considered to exist if total estimated undiscounted future cash flows are less than the carrying amount of the asset. Once it is determined that an impairment exists, an impairment loss is measured as the amount by which the asset carrying value exceeds its fair value. The estimated undiscounted cash flows used to assess recoverability of long-lived assets and to measure the fair value of FCX’s mining operations are derived from current business plans, which are developed using near-term price forecasts reflective of the current price environment and management’s projections for long-term average metal prices. In addition to near- and long-term metal price assumptions, other key assumptions include estimates of commodity-based and other input costs; proven and probable mineral reserves estimates, including the timing and cost to develop and produce the reserves; VBPP estimates; and the use of appropriate discount rates. FCX believes its estimates and models used to determine fair value are similar to what a market participant would use. As quoted market prices are unavailable for FCX’s individual mining operations, fair value is determined through the use of estimated discounted after-tax future cash flows ( i.e. , Level 3 measurement).

Oil and Gas Properties. FCX follows the full cost method of accounting specified by the U.S. Securities and Exchange Commission's (SEC) rules whereby all costs associated with oil and gas property acquisition, exploration and development activities are capitalized into a cost center on a country-by-country basis. Such costs include internal general and administrative costs, such as payroll and related benefits and costs directly attributable to employees engaged in acquisition, exploration and development activities. General and administrative costs associated with production, operations, marketing and general corporate activities are charged to expense as incurred. Capitalized costs, along with estimated future costs to develop proved reserves and asset retirement costs that are not already included in oil and gas properties, net of related salvage value, are amortized to expense under the UOP method using engineers' estimates of the related, by-country proved oil and natural gas reserves.

The costs of unproved oil and gas properties are excluded from amortization until the properties are evaluated. Costs are transferred into the amortization base on an ongoing basis as the properties are evaluated and proved oil and natural gas reserves are established or if impairment is determined. Unproved oil and gas properties are assessed periodically, at least annually, to determine whether impairment has occurred. FCX assesses unproved oil and gas properties for impairment on an individual basis or as a group if properties are individually insignificant. The


147


assessment considers the following factors, among others: intent to drill, remaining lease term, geological and geophysical evaluations, drilling results and activity, the assignment of proved reserves, the economic viability of development if proved reserves are assigned and other current market conditions. During any period in which these factors indicate an impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to amortization. Including amounts determined to be impaired, FCX transferred $6.4 billion of costs associated with unevaluated properties to the full cost pool in 2015 , $2.5 billion in 2014 and $0.7 billion for the seven-month period from June 1, 2013, through December 31, 2013 . The transfer of costs into the amortization base involves a significant amount of judgment and may be subject to changes over time based on drilling plans and results, geological and geophysical evaluations, the assignment of proved oil and natural gas reserves, availability of capital and other factors. Costs not subject to amortization consist primarily of capitalized costs incurred for undeveloped acreage and wells in progress pending determination, together with capitalized interest for these projects. The ultimate evaluation of the properties will occur over a period of several years. Interest costs totaling $58 million in 2015 , $88 million in 2014 and $69 million in 2013 were capitalized on oil and gas properties not subject to amortization and in the process of development.

Proceeds from the sale of oil and gas properties are accounted for as reductions to capitalized costs unless the reduction causes a significant change in proved reserves, which absent other factors, is generally described as a 25 percent or greater change, and significantly alters the relationship between capitalized costs and proved reserves attributable to a cost center, in which case a gain or loss is recognized.

Impairment of Oil and Gas Properties. Under the SEC full cost accounting rules, FCX reviews the carrying value of its oil and gas properties in the full cost pool for impairment each quarter on a country-by-country basis. Under these rules, capitalized costs of oil and gas properties (net of accumulated depreciation, depletion, amortization and impairment, and related deferred income taxes) for each cost center may not exceed a “ceiling” equal to:

the present value, discounted at 10 percent , of estimated future net cash flows from the related proved oil and natural gas reserves, net of estimated future income taxes; plus
the cost of the related unproved properties not being amortized; plus
the lower of cost or estimated fair value of the related unproved properties included in the costs being amortized (net of related tax effects).

These rules require that FCX price its future oil and gas production at the twelve-month average of the first-day-of-the-month historical reference prices as adjusted for location and quality differentials. FCX's reference prices are West Texas Intermediate (WTI) for oil and the Henry Hub price for natural gas. Such prices are utilized except where different prices are fixed and determinable from applicable contracts for the remaining term of those contracts. The reserve estimates exclude the effect of any crude oil and natural gas derivatives FCX has in place. The estimated future net cash flows also exclude future cash outflows associated with settling asset retirement obligations included in the net book value of the oil and gas properties. The rules require an impairment if the capitalized costs exceed this “ceiling.”

In 2015 and 2014, net capitalized costs with respect to FCX's proved oil and gas properties exceeded the related ceiling test limitation; therefore, impairment charges of $13.1 billion were recorded in 2015 and $3.7 billion in 2014, primarily because of the lower twelve-month average of the first-day-of-the-month historical reference oil price and additional capitalized costs. The twelve-month average WTI reference oil price was $50.28 per barrel at December 31, 2015 , compared with $94.99 per barrel at December 31, 2014 .

Goodwill. Goodwill has an indefinite useful life and is not amortized, but rather is tested for impairment at least annually during the fourth quarter, unless events occur or circumstances change between annual tests that would more likely than not reduce the fair value of a related reporting unit below its carrying value. Impairment occurs when the carrying amount of goodwill exceeds its implied fair value. FCX generally uses a discounted cash flow model to determine if the carrying value of a reporting unit, including goodwill, is less than the fair value of the reporting unit. FCX's approach to allocating goodwill includes the identification of the reporting unit it believes has contributed to the excess purchase price and includes consideration of the reporting unit's potential for future growth. Goodwill arose in 2013 with FCX's acquisitions of PXP and MMR, and was allocated to the U.S. oil and gas reporting unit. When a sale of oil and gas properties occurs, goodwill is allocated to that property based on the relationship of the fair value of the property sold to the total reporting unit's fair value. Events affecting crude oil and natural gas prices caused a decrease in the fair value of the U.S. oil and gas reporting unit in 2014, which resulted in the full impairment of goodwill (refer to Note 2 for further discussion).


148



Deferred Mining Costs.   Stripping costs ( i.e. , the costs of removing overburden and waste material to access mineral deposits) incurred during the production phase of a mine are considered variable production costs and are included as a component of inventory produced during the period in which stripping costs are incurred. Major development expenditures, including stripping costs to prepare unique and identifiable areas outside the current mining area for future production that are considered to be pre-production mine development, are capitalized and amortized using the UOP method based on estimated recoverable proven and probable reserves for the ore body benefited. However, where a second or subsequent pit or major expansion is considered to be a continuation of existing mining activities, stripping costs are accounted for as a current production cost and a component of the associated inventory.

Environmental Expenditures. Environmental expenditures are charged to expense or capitalized, depending upon their future economic benefits. Accruals for such expenditures are recorded when it is probable that obligations have been incurred and the costs can be reasonably estimated. Environmental obligations attributed to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) or analogous state programs are considered probable when a claim is asserted, or is probable of assertion, and FCX, or any of its subsidiaries, have been associated with the site. Other environmental remediation obligations are considered probable based on specific facts and circumstances. FCX’s estimates of these costs are based on an evaluation of various factors, including currently available facts, existing technology, presently enacted laws and regulations, remediation experience, whether or not FCX is a potentially responsible party (PRP) and the ability of other PRPs to pay their allocated portions. With the exception of those obligations assumed in the acquisition of FMC that were initially recorded at estimated fair values (refer to Note 12 for further discussion), environmental obligations are recorded on an undiscounted basis. Where the available information is sufficient to estimate the amount of the obligation, that estimate has been used. Where the information is only sufficient to establish a range of probable liability and no point within the range is more likely than any other, the lower end of the range has been used. Possible recoveries of some of these costs from other parties are not recognized in the consolidated financial statements until they become probable. Legal costs associated with environmental remediation (such as fees to outside law firms for work relating to determining the extent and type of remedial actions and the allocation of costs among PRPs) are included as part of the estimated obligation.

Environmental obligations assumed in the acquisition of FMC, which were initially recorded at fair value and estimated on a discounted basis, are accreted to full value over time through charges to interest expense. Adjustments arising from changes in amounts and timing of estimated costs and settlements may result in increases and decreases in these obligations and are calculated in the same manner as they were initially estimated. Unless these adjustments qualify for capitalization, changes in environmental obligations are charged to operating income when they occur.

FCX performs a comprehensive review of its environmental obligations annually and also reviews changes in facts and circumstances associated with these obligations at least quarterly.

Asset Retirement Obligations.   FCX records the fair value of estimated asset retirement obligations (AROs) associated with tangible long-lived assets in the period incurred. Retirement obligations associated with long-lived assets are those for which there is a legal obligation to settle under existing or enacted law, statute, written or oral contract or by legal construction. These obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to cost of sales. In addition, asset retirement costs (ARCs) are capitalized as part of the related asset’s carrying value and are depreciated over the asset’s respective useful life.

For mining operations, reclamation costs for disturbances are recognized as an ARO and as a related ARC (included in property, plant, equipment and mining development costs) in the period of the disturbance and depreciated primarily on a UOP basis. FCX’s AROs for mining operations consist primarily of costs associated with mine reclamation and closure activities. These activities, which are site specific, generally include costs for earthwork, revegetation, water treatment and demolition (refer to Note 12 for further discussion).

For oil and gas properties, the fair value of the legal obligation is recognized as an ARO and as a related ARC (included in oil and gas properties) in the period in which the well is drilled or acquired and is amortized on a UOP basis together with other capitalized costs. Substantially all of FCX’s oil and gas leases require that, upon termination of economic production, the working interest owners plug and abandon non-producing wellbores;


149


remove platforms, tanks, production equipment and flow lines; and restore the wellsite (refer to Note 12 for further discussion).

At least annually, FCX reviews its ARO estimates for changes in the projected timing of certain reclamation and closure/restoration costs, changes in cost estimates and additional AROs incurred during the period.

Revenue Recognition.   FCX sells its products pursuant to sales contracts entered into with its customers. Revenue for all FCX’s products is recognized when title and risk of loss pass to the customer and when collectibility is reasonably assured. The passing of title and risk of loss to the customer are based on terms of the sales contract, generally upon shipment or delivery of product.

Revenues from FCX’s concentrate and cathode sales are recorded based on a provisional sales price or a final sales price calculated in accordance with the terms specified in the relevant sales contract. Revenues from concentrate sales are recorded net of treatment and all refining charges and the impact of derivative contracts. Moreover, because a portion of the metals contained in copper concentrate is unrecoverable as a result of the smelting process, FCX’s revenues from concentrate sales are also recorded net of allowances based on the quantity and value of these unrecoverable metals. These allowances are a negotiated term of FCX’s contracts and vary by customer. Treatment and refining charges represent payments or price adjustments to smelters and refiners that are generally fixed.

Under the long-established structure of sales agreements prevalent in the mining industry, copper contained in concentrate and cathode is generally provisionally priced at the time of shipment. The provisional prices are finalized in a specified future month (generally one to four months from the shipment date) based on quoted monthly average spot copper prices on the London Metal Exchange (LME) or the Commodity Exchange Inc. (COMEX), a division of the New York Mercantile Exchange (NYMEX). FCX receives market prices based on prices in the specified future month, which results in price fluctuations recorded to revenues until the date of settlement. FCX records revenues and invoices customers at the time of shipment based on then-current LME or COMEX prices, which results in an embedded derivative ( i.e. , a pricing mechanism that is finalized after the time of delivery) that is required to be bifurcated from the host contract. The host contract is the sale of the metals contained in the concentrate or cathode at the then-current LME or COMEX price. FCX applies the normal purchases and normal sales scope exception in accordance with derivatives and hedge accounting guidance to the host contract in its concentrate or cathode sales agreements since these contracts do not allow for net settlement and always result in physical delivery. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through earnings each period, using the period-end forward prices, until the date of final pricing.

Gold sales are priced according to individual contract terms, generally the average London Bullion Market Association (London) price for a specified month near the month of shipment.

The majority of FCX’s 2015 molybdenum sales were priced based on prices published in Metals Week , Ryan’s Notes or Metal Bulletin , plus conversion premiums for products that undergo additional processing, such as ferromolybdenum and molybdenum chemical products. Most of these sales use the average price of the previous month quoted by the applicable publication. In 2015, FCX’s remaining molybdenum sales generally had pricing that was either based on the current month published prices or a fixed price. FCX engaged in discussions with its molybdenum chemical product customers during the second half of 2015 and established floor index prices or prices that adjust within certain ranges for its chemical products to promote continuation of chemical-grade production.

PT-FI concentrate sales, Tenke Fungurume Mining S.A. (TFM or Tenke) metal sales and certain Sociedad Minera Cerro Verde S.A.A. (Cerro Verde) metal sales are subject to certain royalties, which are recorded as a reduction to revenues. TFM and Cerro Verde are subsidiaries of FMC. In addition, PT-FI concentrate sales are also subject to export duties beginning in 2014, which are recorded as a reduction to revenues. Refer to Note 13 for further discussion.

Oil and gas revenue from FCX's interests in producing wells is recognized upon delivery and passage of title, net of any royalty interests or other profit interests in the produced product. Oil sales are primarily under contracts with prices based upon regional benchmarks. Approximately 30 percent of gas sales is priced monthly using industry-recognized, published index pricing, and the remainder is priced daily on the spot market. Gas revenue is recorded using the sales method for gas imbalances. If FCX's sales of production volumes for a well exceed its portion of the estimated remaining recoverable reserves of the well, a liability is recorded. No receivables are recorded for those


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wells on which FCX has taken less than its ownership share of production unless the amount taken by other parties exceeds the estimate of their remaining reserves. There were no material gas imbalances at December 31, 2015 .

Stock-Based Compensation. Compensation costs for share-based payments to employees are measured at fair value and charged to expense over the requisite service period for awards that are expected to vest. The fair value of stock options is determined using the Black-Scholes-Merton option valuation model. The fair value for stock-settled restricted stock units (RSUs) is based on FCX's stock price on the date of grant. Shares of common stock are issued at the vesting date for stock-settled RSUs. The fair value of the performance share units (PSUs) and the performance-based RSUs are determined using a Monte-Carlo simulation model. The fair value for liability-classified awards ( i.e. , cash-settled stock appreciation rights (SARs) and cash-settled RSUs) is remeasured each reporting period using the Black-Scholes-Merton option valuation model for SARs and FCX's stock price for cash-settled RSUs. FCX has elected to recognize compensation costs for stock option awards and SARs that vest over several years on a straight-line basis over the vesting period, and for RSUs on the graded-vesting method over the vesting period. Refer to Note 10 for further discussion.

Earnings Per Share.   FCX’s basic net (loss) income per share of common stock was computed by dividing net (loss) income attributable to FCX common stockholders by the weighted-average shares of common stock outstanding during the year. Diluted net income per share of common stock was computed using the most dilutive of (a) the two-class method or (b) the treasury stock method. Under the two-class method, net income is allocated to each class of common stock and participating securities as if all of the earnings for the period had been distributed. FCX's participating securities consist of vested RSUs for which the underlying common shares are not yet issued and entitle holders to non-forfeitable dividends.

A reconciliation of net (loss) income and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted net (loss) income per share for the years ended December 31 follows:
 
2015
 
2014
 
2013
 
Net (loss) income
$
(12,089
)
 
$
(745
)
 
$
3,441

 
Net income attributable to noncontrolling interests
(106
)
 
(523
)
 
(761
)
 
Preferred dividends on redeemable noncontrolling interest
(41
)
 
(40
)
 
(22
)
 
Undistributed earnings allocable to participating securities
(3
)
 
(3
)
 

 
Net (loss) income allocable to FCX common stockholders
$
(12,239
)
 
$
(1,311
)
 
$
2,658

 
 
 
 
 
 
 
 
Basic weighted-average shares of common stock outstanding (millions)
1,082

 
1,039

 
1,002

 
Add shares issuable upon exercise or vesting of dilutive stock options and RSUs (millions)

a  

a  
4

a  
Diluted weighted-average shares of common stock outstanding (millions)
 
1,082

 
1,039

 
1,006

 
 
 
 
 
 
 
 
Basic net (loss) income per share attributable to common stockholders
$
(11.31
)
 
$
(1.26
)
 
$
2.65

 
 
 
 
 
 
 
 
Diluted net (loss) income per share attributable to common stockholders
$
(11.31
)
 
$
(1.26
)
 
$
2.64

 
a.
Excludes approximately 9 million shares of common stock in 2015 , 10 million in 2014 and 1 million in 2013 associated with outstanding stock options with exercise prices less than the average market price of FCX's common stock and RSUs that were anti-dilutive.

Outstanding stock options with exercise prices greater than the average market price of FCX’s common stock during the year are excluded from the computation of diluted net income per share of common stock. Excluded stock options totaled 45 million shares of common stock in 2015 , 31 million in 2014 and 30 million in 2013 .

New Accounting Standards. In May 2014, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) that provides a single comprehensive revenue recognition model, which will replace most existing revenue recognition guidance, and also requires expanded disclosures. The core principle of the model is that revenue is recognized when control of goods or services has been transferred to customers at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. For public entities, this ASU is effective for annual reporting periods beginning after December 15, 2017 (following FASB’s August 2015 ASU of a one-year deferral of the effective date), and interim reporting periods within that reporting period. Early adoption is permitted for annual reporting periods beginning after December 15, 2016, and interim reporting periods within that reporting period. This ASU may be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. FCX is currently evaluating the


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impact of the new guidance on its financial reporting and disclosures, but at this time does not expect adoption of this ASU to have a material impact on its financial statements.

In April 2015, FASB issued an ASU to simplify the presentation of debt issuance costs. This ASU requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Since the April 2015 ASU did not address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements, FASB issued an ASU in August 2015 that allows an entity to defer and present debt issuance costs related to these arrangements as an asset and subsequently amortize the debt issuance costs ratably over the term of the arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. For public entities, these ASUs are effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. FCX adopted these ASUs and retrospectively adjusted its previously issued financial statements. Upon adoption, FCX adjusted its December 31, 2014, balance sheet by decreasing other assets and long-term debt by $121 million for debt issuance costs related to corresponding debt balances. FCX elected to continue presenting debt issuance costs ( $22 million as of December 31, 2015) for its revolving credit facility as a deferred charge (asset) because of the volatility of its borrowings and repayments under the facility.

In July 2015, FASB issued an ASU that simplifies the subsequent measurement of inventory by requiring entities to measure inventory at the lower of cost or net realizable value, except for inventory measured using the last-in, first-out (LIFO) or the retail inventory methods. Under the new guidance, entities are only required to compare the cost of inventory to one measure - net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public entities, this ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted as of the beginning of an interim or annual reporting period. This ASU must be applied prospectively. FCX adopted this ASU effective July 1, 2015, and it had no impact on its results of operations.

In November 2015, FASB issued an ASU to simplify the presentation of deferred income taxes by requiring entities to classify all deferred tax assets and liabilities as noncurrent on the balance sheet, rather than separating deferred taxes into current and noncurrent amounts. For public entities, this ASU is effective for annual and interim periods beginning after December 15, 2016. Early adoption is permitted as of the beginning of an interim or annual reporting period. This ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. FCX adopted this ASU prospectively effective October 1, 2015, and prior periods were not retrospectively adjusted.

Reclassifications. As a result of adopting new accounting guidance in 2015, debt issuance costs as of December 31, 2014, have been reclassified to conform with the current year presentation.

NOTE 2. DISPOSITIONS AND ACQUISITIONS
Candelaria and Ojos del Salado Disposition. On November 3, 2014 , FCX completed the sale of its 80 percent ownership interests in the Candelaria and Ojos del Salado copper mining operations and supporting infrastructure located in Chile to Lundin Mining Corporation (Lundin) for $1.8 billion in cash, before closing adjustments, and contingent consideration of up to $200 million . Contingent consideration is calculated as five percent of net copper revenues in any annual period over the ensuing five years when the average realized copper price exceeds $4.00 per pound . Excluding contingent consideration, after-tax net proceeds totaled $1.5 billion , and FCX recorded a gain of $671 million ( $450 million to net loss attributable to common stockholders) associated with this transaction. The transaction had an effective date of June 30, 2014 . FCX used the proceeds from this transaction to repay indebtedness.

This sale did not meet the criteria for classification as a discontinued operation under the April 2014 ASU issued by FASB, which FCX early adopted in first-quarter 2014. The following table provides balances of the major classes of assets and liabilities for the Candelaria and Ojos del Salado mines at November 3, 2014:
Current assets
$
482

Long-term assets
1,155

Current liabilities
129

Long-term liabilities
89

Noncontrolling interests
243



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The following table provides net income before income taxes and net income attributable to common stockholders for the Candelaria and Ojos del Salado mines:
 
 
January 1, 2014,
 
 
 
 
 
to
 
Year Ended
 
 
November 3, 2014
 
December 31, 2013
 
Net income before income taxes
 
$
270

 
$
689

 
Net income attributable to common stockholders
 
144

 
341

 

Eagle Ford Disposition. On June 20, 2014 , FCX completed the sale of its Eagle Ford shale assets to a subsidiary of Encana Corporation for cash consideration of $3.1 billion , before closing adjustments from the April 1, 2014 , effective date. Under full cost accounting rules, the proceeds were recorded as a reduction of capitalized oil and gas properties, with no gain or loss recognition, except for $84 million of deferred tax expense recorded in connection with the allocation of $221 million of goodwill (for which deferred taxes were not previously provided) to the Eagle Ford shale assets. Approximately $1.3 billion of proceeds from this transaction was placed in a like-kind exchange escrow and was used to reinvest in additional Deepwater Gulf of Mexico (GOM) oil and gas interests, as discussed below. The remaining proceeds were used to repay debt.

Deepwater GOM Acquisitions. On June 30, 2014 , FCX completed the acquisition of oil and gas interests in the Deepwater GOM from a subsidiary of Apache Corporation, including interests in the Lucius and Heidelberg oil fields and several exploration leases, for $918 million ( $451 million for oil and gas properties subject to amortization and $477 million for costs not subject to amortization, including transaction costs and $10 million of asset retirement costs). The Deepwater GOM acquisition was funded by the like-kind exchange escrow.

On September 8, 2014 , FCX completed the acquisition of additional Deepwater GOM interests for $496 million ( $509 million for oil and gas properties not subject to amortization, including purchase price adjustments and transaction costs), including an interest in the Vito oil discovery in the Mississippi Canyon area and a significant lease position in the Vito Basin area. This acquisition was funded in part with the remaining $414 million of funds from the like-kind exchange escrow.

PXP and MMR Acquisitions. FCX acquired PXP on May 31, 2013 , and MMR on June 3, 2013 . These acquisitions added a portfolio of oil and gas assets to FCX ' s global mining business, creating a U.S.-based natural resources company. At the time of the acquisitions, FCX's portfolio of oil and gas assets included oil and natural gas production facilities in the GOM, Texas, onshore and offshore California, Louisiana and in central Wyoming, and a position in the Inboard Lower Tertiary/Cretaceous natural gas trend onshore in South Louisiana. The acquisitions have been accounted for under the acquisition method, with FCX as the acquirer. As further discussed in Note 8 , FCX issued $6.5 billion of unsecured senior notes in March 2013 for net proceeds of $6.4 billion , which were used, together with borrowings under a $4.0 billion unsecured five -year bank term loan, to fund the cash portion of the merger consideration for both transactions, to repay certain indebtedness of PXP and for general corporate purposes.
In the PXP acquisition, FCX acquired PXP for per-share consideration equivalent to 0.6531 shares of FCX common stock and $25.00 in cash. FCX issued 91 million shares of its common stock and paid $3.8 billion in cash (which included $411 million for the value of the $3 per share special dividend paid to PXP stockholders on May 31, 2013 ). Following is a summary of the $6.6 billion purchase price for PXP:
Number of shares of PXP common stock acquired (millions)
132.280

 
Exchange ratio of FCX common stock for each PXP share
0.6531

 
 
86.392

 
Shares of FCX common stock issued for certain PXP equity awards (millions)
4.769

 
Total shares of FCX common stock issued (millions)
91.161

 
 
 
 
Closing share price of FCX common stock at May 31, 2013
$
31.05

 
FCX stock consideration
$
2,831

 
Cash consideration
3,725

a  
Employee stock-based awards, primarily cash-settled stock-based awards
83

 
Total purchase price
$
6,639

 
a.
Cash consideration includes the payment of $25.00 in cash for each PXP share ( $3.3 billion ), cash paid in lieu of any fractional shares of FCX common stock, cash paid for certain equity awards ( $7 million ) and the value of the $3 per share PXP special cash dividend ( $411 million ) paid on May 31, 2013 .


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In the MMR acquisition, for each MMR share owned, MMR stockholders received $14.75 in cash and 1.15 units of a royalty trust, which holds a 5 percent overriding royalty interest in future production from MMR's Inboard Lower Tertiary/Cretaceous exploration prospects that existed as of December 5, 2012 , the date of the merger agreement. MMR conveyed the royalty interests to the royalty trust immediately prior to the effective time of the merger, and they were "carved out" of the mineral interests that were acquired by FCX and not considered part of purchase consideration.

Prior to June 3, 2013 , FCX owned 500,000 shares of MMR ' s 5.75% Convertible Perpetual Preferred Stock, Series 2, which were accounted for under the cost method and recorded on FCX's balance sheet at $432 million on May 31, 2013 . Through its acquisition of PXP on May 31, 2013 , FCX acquired 51 million shares of MMR ' s common stock, which had a fair value of $848 million on that date based upon the closing market price of MMR's common stock ( $16.63 per share, i.e. , Level 1 measurement). As a result of FCX obtaining control of MMR on June 3, 2013 , FCX remeasured its ownership interests in MMR to a fair value of $1.4 billion , resulting in a gain of $128 million that was recorded in 2013. Fair value was calculated using the closing quoted market price of MMR ' s common stock on June 3, 2013 , of $16.75 per share ( i.e. , Level 1 measurement) and a valuation model using observable inputs ( i.e. , Level 2 measurement) for the preferred stock. Following is a summary of the $3.1 billion purchase price for MMR:
Number of shares of MMR common stock acquired (millions)
112.362

a  
Cash consideration of $14.75 per share
$
14.75

 
Cash consideration paid by FCX
$
1,657

 
Employee stock-based awards
63

 
Total
1,720

 
Fair value of FCX's investment in 51 million shares of MMR common stock acquired on
 
 
May 31, 2013, through the acquisition of PXP
854

 
Fair value of FCX's investment in MMR's 5.75% Convertible Perpetual Preferred Stock, Series 2
554

 
Total purchase price
$
3,128

 
a.
Excludes 51 million shares of MMR common stock owned by FCX through its acquisition of PXP on May 31, 2013 .

The following table summarizes the final purchase price allocations for PXP and MMR:
 
PXP
 
MMR
 
Eliminations
 
Total
Current assets
$
1,193

 
$
98

 
$

 
$
1,291

Oil and gas properties - full cost method:
 
 
 
 
 
 
 
Subject to amortization
11,447

 
751

 

 
12,198

Not subject to amortization
9,401

 
1,711

 

 
11,112

Property, plant and equipment
261

 
1

 

 
262

Investment in MMR a
848

 

 
(848
)
 

Other assets
12

 
382

 

 
394

Current liabilities
(906
)
 
(174
)
 

 
(1,080
)
Debt (current and long-term)
(10,631
)
 
(620
)
 

 
(11,251
)
Deferred income taxes b
(3,917
)
 

 

 
(3,917
)
Other long-term liabilities
(799
)
 
(262
)
 

 
(1,061
)
Redeemable noncontrolling interest
(708
)
 
(259
)
 

 
(967
)
Total fair value, excluding goodwill
6,201

 
1,628

 
(848
)
 
6,981

Goodwill
438

 
1,500

 

 
1,938

Total purchase price
$
6,639

 
$
3,128

 
$
(848
)
 
$
8,919

a.
PXP owned 51 million shares of MMR common stock, which were eliminated in FCX's consolidated balance sheet at the acquisition date of MMR.
b.
Deferred income taxes have been recognized based on the estimated fair value adjustments to net assets using a 38 percent tax rate, which reflected a 35 percent federal statutory rate and a 3 percent weighted-average of the applicable statutory state tax rates (net of federal benefit).

In accordance with the acquisition method of accounting, the purchase price from FCX's acquisitions of both PXP and MMR has been allocated to the assets acquired, liabilities assumed and redeemable noncontrolling interest based on their estimated fair values on the respective acquisition dates. The fair value estimates were based on, but not limited to, quoted market prices, where available; expected future cash flows based on estimated reserve quantities; costs to produce and develop reserves; current replacement cost for similar capacity for certain fixed


154


assets; market rate assumptions for contractual obligations; appropriate discount rates and growth rates; and crude oil and natural gas forward prices. The excess of the total consideration over the estimated fair value of the amounts assigned to the identifiable assets acquired, liabilities assumed and redeemable noncontrolling interest was recorded as goodwill. Goodwill recorded in connection with the acquisitions is not deductible for income tax purposes.

The fair value measurement of the oil and gas properties, asset retirement obligations included in other liabilities (refer to Note 12 for further discussion) and redeemable noncontrolling interest were based, in part, on significant inputs not observable in the market (as discussed above) and thus represents a Level 3 measurement. The fair value measurement of long-term debt, including the current portion, was based on prices obtained from a readily available pricing source and thus represents a Level 2 measurement.

During second-quarter 2014, FCX finalized the purchase price allocations, which resulted in a decrease of $5 million to oil and gas properties subject to amortization, an increase of $25 million to oil and gas properties not subject to amortization, a net decrease of $42 million to deferred income tax assets and an increase of $22 million to goodwill.

Goodwill arose on these acquisitions principally because of limited drilling activities to date and the absence of production history and material reserve data associated with the very large estimated geologic potential of an emerging trend targeting deep-seated structures in the shallow waters of the GOM and onshore analogous to large discoveries in the Deepwater GOM and other proven basins' prospects. In addition, goodwill also resulted from the requirement to recognize deferred taxes on the difference between the fair value and the tax basis of the acquired assets.

A summary of changes in the carrying amount of goodwill follows:
Balance at January 1, 2013
 
$

Acquisitions of PXP and MMR
 
1,916

Balance at December 31, 2013
 
1,916

Purchase accounting adjustments
 
22

Disposal of Eagle Ford (see above)
 
(221
)
Impairment charge
 
(1,717
)
Balance at December 31, 2014
 
$


During fourth-quarter 2014, FCX conducted a goodwill impairment assessment because of the significant decline in oil prices, which resulted in an impairment charge of $1.7 billion for the full carrying value of goodwill. Crude oil prices and FCX's estimates of oil reserves at December 31, 2014, represented the most significant assumptions used in FCX's evaluation of goodwill ( i.e. , Level 3 measurement). Forward strip Brent oil prices used in FCX's estimates at December 31, 2014, ranged from approximately $62 per barrel to $80 per barrel for the years 2015 through 2021, compared with a range from approximately $90 per barrel to $98 per barrel at the acquisition date.

Refer to Note 16 for the revenue and operating (loss) income that FM O&G contributed to FCX's consolidated results for the years ended December 31, 2015 and 2014, and for the seven-month period from June 1, 2013, to December 31, 2013. FCX's acquisition-related costs for PXP and MMR totaled $74 million in 2013 and were included in selling, general and administrative expenses in the consolidated statement of operations . In addition, FCX deferred debt issuance costs of $96 million in connection with the debt financings for the acquisitions (refer to Note 8 for further discussion of the debt financings).

Redeemable Noncontrolling Interest - PXP. In 2011, PXP issued (i) 450,000 shares of Plains Offshore Operations Inc. (Plains Offshore, a consolidated subsidiary of FM O&G) 8% Convertible Preferred Stock (Preferred Stock) for gross proceeds of $450 million and (ii) non-detachable warrants with an exercise price of $20 per share to purchase in aggregate 9.1 million shares of Plains Offshore's common stock. In 2011, Plains Offshore also issued 87 million shares of Plains Offshore Class A common stock, which will be held in escrow until the conversion and cancellation of the Preferred Stock or the exercise of the warrants. In January 2014, Plains Offshore issued (i) 24,000 shares of Preferred Stock for gross proceeds of $24 million and (ii) non-detachable warrants with an exercise price of $20 per share to purchase in aggregate 0.5 million shares of Plains Offshore's common stock. Plains Offshore holds certain of FM O&G's oil and gas properties and assets located in the GOM in water depths of 500 feet or more, including the Lucius oil field and the Phobos discovery, but excluding the properties acquired by PXP in 2012 from BP


155


Exploration & Production Inc., BP America Production Company and Shell Offshore Inc. The Preferred Stock represents a 20 percent equity interest in Plains Offshore and is entitled to a dividend of 8 percent per annum, payable quarterly, of which 2 percent may be deferred ( $47 million of accumulated deferred dividends as of December 31, 2015 ). The preferred holders are entitled to vote on all matters on which Plains Offshore common stockholders are entitled to vote. The shares of Preferred Stock also fully participate, on an as-converted basis at four times, in cash dividends distributed to any class of common stockholders of Plains Offshore. Plains Offshore has not distributed any dividends to its common stockholders.

The holders of the Preferred Stock (preferred holders) have the right, at any time at their option, to convert any or all of such holder's shares of Preferred Stock and exercise any of the associated non-detachable warrants into shares of Class A common stock of Plains Offshore, at an initial conversion/exercise price of $20 per share; the conversion price is subject to adjustment as a result of certain events. At any time on or after November 17, 2016, the fifth anniversary of the closing date, FM O&G may exercise a call right to purchase all, but not less than all, of the outstanding shares of Preferred Stock and associated non-detachable warrants for cash, at a price equal to a liquidation preference as defined in the agreement. At any time, a majority of the preferred holders may cause Plains Offshore to use its commercially reasonable efforts to consummate an exit event as defined in the agreement.

The non-detachable warrants are considered to be embedded derivative instruments for accounting purposes and have been assessed as not being clearly and closely related to the Preferred Stock. Therefore, the warrants are classified as a long-term liability in the accompanying consolidated balance sheets and are adjusted to fair value each reporting period with adjustments recorded in other income (expense).

The Preferred Stock of Plains Offshore is classified as temporary equity because of its redemption features and is therefore reported outside of permanent equity in FCX's consolidated balance sheets. The redeemable noncontrolling interest totaled $764 million as of December 31, 2015, and $751 million as of December 31, 2014. Remeasurement of the redeemable noncontrolling interest represents its initial carrying amount adjusted for any noncontrolling interest's share of net income (loss) or changes to the redemption value. Additionally, the carrying amount will be further increased by amounts representing dividends not currently declared or paid, but which are payable under the redemption features. Future mark-to-market adjustments to the redemption value, subject to a minimum balance of the original recorded value ( $708 million ) on May 31, 2013, shall be reflected in retained earnings and earnings per share. Changes in the redemption value above the original recorded value are accreted over the period from the date FCX acquired PXP to the earliest redemption date. Because the redemption value has not exceeded the original recorded value, no amounts have been accreted.

Redeemable Noncontrolling Interest - MMR. Following FCX's acquisition of MMR, MMR's 8% Convertible Perpetual Preferred Stock and 5.75% Convertible Perpetual Preferred Stock, Series 1 (totaling $259 million ) converted during 2013 primarily at the make-whole conversion rates for which holders received cash of $228 million and 17.7 million royalty trust units with a fair value of $31 million at the acquisition date.

Unaudited Pro Forma Consolidated Financial Information . The following unaudited FCX consolidated pro forma financial information has been prepared to reflect the acquisitions of PXP and MMR. The unaudited pro forma financial information combines the historical statements of income of FCX, PXP and MMR (including the pro forma effects of PXP's GOM acquisition that was completed on November 30, 2012) for the year ended December 31, 2013, giving effect to the mergers as if they had occurred on January 1, 2012. The historical consolidated financial information for the year ended December 31, 2013, shown below has been adjusted to reflect factually supportable items that are directly attributable to the acquisitions.
Revenues
$
23,075

 
 
Operating income
6,267

 
 
Income from continuing operations
3,626

 
 
Net income attributable to common stockholders
2,825

 
 
 
 
 
 
Net income per share attributable to common stockholders:
 
 
 
Basic
$
2.71

 
 
Diluted
2.70

 
 

The above unaudited pro forma consolidated information has been prepared for illustrative purposes only and is not intended to be indicative of the results of operations that actually would have occurred, or the results of operations


156


expected in future periods, had the events reflected herein occurred on the date indicated. The most significant pro forma adjustments to income from continuing operations for the year ended December 31, 2013, were to exclude $519 million of acquisition-related costs, the net tax benefit of $199 million of acquisition-related adjustments and the $128 million gain on the investment in MMR. Additionally, the pro forma consolidated information excluded a $77 million gain on the sale of oil and gas properties reflected in MMR's results of operations prior to the acquisition because of the application of the full cost accounting method.

Cobalt Chemical Refinery Business. On March 29, 2013 , FCX, through a newly formed consolidated joint venture, completed the acquisition of a cobalt chemical refinery in Kokkola, Finland, and the related sales and marketing business. The acquisition provides direct end-market access for the cobalt hydroxide production at Tenke. The joint venture operates under the name Freeport Cobalt, and FCX is the operator with an effective 56 percent ownership interest. The remaining effective ownership interest is held by FCX's partners in TFM, including 24 percent by Lundin and 20 percent by La Générale des Carrières et des Mines (Gécamines). Consideration paid was $382 million , which included $34 million for cash acquired, and was funded 70 percent by FCX and 30 percent by Lundin. Under the terms of the acquisition agreement, there is also the potential for additional consideration of up to $110 million over a period of three years, contingent upon the achievement of revenue-based performance targets. As of December 31, 2015 , no amount was recorded for this contingency because these targets are not expected to be achieved.

NOTE 3.  OWNERSHIP IN SUBSIDIARIES AND JOINT VENTURES
Ownership in Subsidiaries.   FMC is a fully integrated producer of copper and molybdenum, with mines in North America, South America and the Tenke minerals district in the Democratic Republic of Congo (DRC). At December 31, 2015 , FMC’s operating mines in North America were Morenci, Bagdad, Safford, Sierrita and Miami located in Arizona; Tyrone and Chino located in New Mexico; and Henderson and Climax located in Colorado. FCX has an 85 percent interest in Morenci (refer to “Joint Ventures – Sumitomo”) and owns 100 percent of the other North America mines. At December 31, 2015 , operating mines in South America were Cerro Verde ( 53.56 percent owned) located in Peru and El Abra ( 51 percent owned) located in Chile. At December 31, 2015 , FMC owned an effective 56 percent interest in the Tenke minerals district in the DRC. At December 31, 2015 , FMC’s net assets totaled $18.9 billion and its accumulated deficit totaled $10.4 billion . FCX had no loans outstanding to FMC at December 31, 2015 .

FCX’s direct ownership in PT-FI totals 81.28 percent . PT Indocopper Investama, an Indonesian company, owns 9.36 percent of PT-FI, and FCX owns 100 percent of PT Indocopper Investama. Refer to "Joint Ventures - Rio Tinto" for discussion of the unincorporated joint ventures. At December 31, 2015 , PT-FI's net assets totaled $5.6 billion and its retained earnings totaled $5.4 billion . FCX had $310 million in intercompany loans outstanding to PT-FI at December 31, 2015 .

FCX owns 100 percent of the outstanding Atlantic Copper common stock. At December 31, 2015 , Atlantic Copper’s net liabilities totaled $79 million and its accumulated deficit totaled $489 million . FCX had $248 million in intercompany loans outstanding to Atlantic Copper at December 31, 2015 .

FCX owns 100 percent of FM O&G, which has a portfolio of oil and gas assets. At December 31, 2015 , FM O&G’s net liabilities totaled $7.4 billion and its accumulated deficit totaled $19.0 billion . FCX had $6.6 billion in intercompany loans outstanding to FM O&G at December 31, 2015 .

Joint Ventures.   FCX has the following unincorporated joint ventures.

Rio Tinto. PT-FI and Rio Tinto have established an unincorporated joint venture pursuant to which Rio Tinto has a 40 percent interest in PT-FI’s Contract of Work (COW) and the option to participate in 40 percent of any other future exploration projects in Papua, Indonesia.

Pursuant to the joint venture agreement, Rio Tinto has a 40 percent interest in certain assets and future production exceeding specified annual amounts of copper, gold and silver through 2021 in Block A of PT-FI’s COW, and, after 2021, a 40 percent interest in all production from Block A. All of PT-FI’s proven and probable reserves and all its mining operations are located in the Block A area. PT-FI receives 100 percent of production and related revenues from reserves established as of December 31, 1994 ( 27.1 billion pounds of copper, 38.4 million ounces of gold and 75.8 million ounces of silver), divided into annual portions subject to reallocation for events causing changes in the anticipated production schedule. Production and related revenues exceeding those annual amounts (referred to as incremental expansion revenues) are shared 60 percent PT-FI and 40 percent Rio Tinto. Operating, nonexpansion


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capital and administrative costs are shared 60 percent PT-FI and 40 percent Rio Tinto based on the ratio of (i) the incremental expansion revenues to (ii) total revenues from production from Block A, with PT-FI responsible for the rest of such costs. PT-FI will continue to receive 100 percent of the cash flow from specified annual amounts of copper, gold and silver through 2021 calculated by reference to its proven and probable reserves as of December 31, 1994, and 60 percent of all remaining cash flow. Expansion capital costs are shared 60 percent PT-FI and 40 percent Rio Tinto. The payable to Rio Tinto for its share of joint venture cash flows was $10 million at December 31, 2015 , and $29 million at December 31, 2014 .

Sumitomo. FCX owns an 85 percent undivided interest in Morenci via an unincorporated joint venture. The remaining 15 percent is owned by Sumitomo, a jointly owned subsidiary of Sumitomo Metal Mining Co., Ltd. (SMM) and Sumitomo Corporation. Each partner takes in kind its share of Morenci’s production. FMC purchased 98 million pounds of Morenci’s copper cathode from Sumitomo at market prices for $244 million during 2015 . FCX had a receivable from Sumitomo of $10 million at December 31, 2015 , and $11 million at December 31, 2014 .

In February 2016, FCX entered into a definitive agreement to sell a 13 percent undivided interest in its Morenci unincorporated joint venture to SMM (refer to Note 18 for further discussion).

NOTE 4.  INVENTORIES, INCLUDING LONG-TERM MILL AND LEACH STOCKPILES
The components of inventories follow:
 
December 31,
 
 
2015
 
2014
 
Current inventories:
 
 
 
 
Total materials and supplies, net a
$
1,869

 
$
1,886

 
 
 
 
 
 
Mill stockpiles
$
137

 
$
86

 
Leach stockpiles
1,587

 
1,828

 
Total current mill and leach stockpiles
$
1,724

 
$
1,914

 
 
 
 
 
 
Raw materials (primarily concentrate)
$
220

 
$
288

 
Work-in-process
108

 
174

 
Finished goods
867

 
1,099

 
Total product inventories
$
1,195

 
$
1,561

 
 
 
 
 
 
Long-term inventories:
 
 
 
 
Mill stockpiles
$
480

 
$
360

 
Leach stockpiles
1,791

 
1,819

 
Total long-term inventories b
$
2,271

 
$
2,179

 
a.
Materials and supplies inventory was net of obsolescence reserves totaling $29 million at December 31, 2015 , and $20 million at December 31, 2014 .
b.
Estimated metals in stockpiles not expected to be recovered within the next 12 months.

FCX recorded charges for adjustments to inventory carrying values of $338 million ( $215 million for copper inventories and $123 million for molybdenum inventories) for 2015 , primarily because of lower copper and molybdenum prices (refer to Note 16 for inventory adjustments by business segment).



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NOTE 5.  PROPERTY, PLANT, EQUIPMENT AND MINING DEVELOPMENT COSTS, NET
The components of net property, plant, equipment and mining development costs follow:
 
December 31,
 
2015
 
2014
Proven and probable mineral reserves
$
4,663

 
$
4,651

VBPP
1,037

 
1,042

Mining development and other
5,184

 
4,712

Buildings and infrastructure
7,451

 
5,100

Machinery and equipment
13,759

 
11,251

Mobile equipment
4,158

 
3,926

Construction in progress
3,999

 
6,802

Property, plant, equipment and mining development costs
40,251

 
37,484

Accumulated depreciation, depletion and amortization
(12,742
)
 
(11,264
)
Property, plant, equipment and mining development costs, net
$
27,509

 
$
26,220


FCX recorded $2.2 billion for VBPP in connection with the FMC acquisition in 2007 and transferred $10 million to proven and probable mineral reserves during 2015 , $2 million during 2014 and $784 million prior to 2014 . Cumulative impairments of VBPP total $485 million , which were primarily recorded in 2008.

Capitalized interest, which primarily related to FCX's mining operations' capital projects, totaled $157 million in 2015 , $148 million in 2014 and $105 million in 2013 .

Because of a decline in commodity prices, FCX made adjustments to its operating plans for its mining operations in the third and fourth quarters of 2015. Although FCX’s long-term strategy of developing its mining resources to their full potential remains in place, the decline in copper and molybdenum prices has limited FCX’s ability to invest in growth projects and caused FCX to make adjustments to its near-term plans by revising its strategy to protect liquidity while preserving its mineral resources and growth options for the longer term. Accordingly, operating plans were revised primarily to reflect: (a) the suspension of mining operations at the Miami mine in Arizona; (b) a 50 percent reduction in mining rates at the Tyrone mine in New Mexico; (c) the suspension of production at the Sierrita mine in Arizona; (d) adjustments to mining rates at other North America copper mines; (e) an approximate 50 percent reduction in mining and stacking rates at the El Abra mine in Chile; (f) an approximate 65 percent reduction in molybdenum production volumes at the Henderson molybdenum mine in Colorado; (g) capital cost reductions, including project deferrals associated with future development and expansion opportunities at the Tenke Fungurume minerals district in the DRC; and (h) reductions in operating, administrative and exploration costs, including workforce reductions.

In connection with the decline in copper and molybdenum prices and the revised operating plans discussed above, FCX evaluated its long-lived assets (other than indefinite-lived intangible assets) for impairment during 2015 and as of December 31, 2015, as described in Note 1 . FCX’s evaluations of its copper mines at December 31, 2015, were based on near-term price assumptions reflecting prevailing copper future prices, which ranged from approximately $2.15 per pound to $2.17 per pound for COMEX and from $2.13 per pound to $2.16 per pound for LME, and a long-term average price of $3.00 per pound. FCX's evaluations of its molybdenum mines at December 31, 2015, were based on near-term price assumptions that are consistent with current market prices for molybdenum and a long-term average price of $10.00 per pound.

FCX’s evaluations of long-lived assets (other than indefinite-lived intangible assets) resulted in the recognition of a charge to production costs for the impairment of the Tyrone mine totaling $37 million in 2015, net of a revision to Tyrone's ARO.



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NOTE 6.  OTHER ASSETS
The components of other assets follow:
 
December 31,
 
2015
 
2014
Disputed tax assessments: a
 
 
 
Cerro Verde
$
254

 
$
232

PT-FI
209

 
279

Intangible assets b
317

 
334

Investments:
 
 
 
Assurance bond c
118

 
115

PT Smelting d
112

 
107

Available-for-sale securities
47

 
46

Other
62

 
60

Long-term receivable for taxes e
280

 
63

Long-lead equipment
187

 
43

Loan to a DRC public electric utility
174

 
164

Legally restricted funds f
171

 
172

Deferred drillship costs
81

 
113

Rio Tinto's share of ARO
49

 
50

Loan to Gécamines (related party)
39

 
37

Other
142

 
141

Total other assets
$
2,242

 
$
1,956

a.
Refer to Note 12 for further discussion.
b.
Intangible assets were net of accumulated amortization totaling $61 million at December 31, 2015 , and $62 million at December 31, 2014 .
c.
Relates to PT-FI's commitment for smelter development in Indonesia (refer to Note 13 for further discussion).
d.
FCX's 25 percent ownership in PT Smelting (smelter and refinery in Gresik, Indonesia) is recorded using the equity method. Amounts were reduced by unrecognized profits on sales from PT-FI to PT Smelting totaling $14 million at December 31, 2015 , and $24 million at December 31, 2014 . Trade accounts receivable from PT Smelting totaled $160 million at December 31, 2015 , and $182 million at December 31, 2014 .
e.
Includes tax overpayments and refunds not expected to be realized within the next 12 months (primarily at PT-FI, Cerro Verde and Tenke).
f.
Includes $169 million at December 31, 2015 , and $168 million at December 31, 2014 , for AROs related to properties in New Mexico (refer to Note 12 for further discussion).

NOTE 7.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Additional information regarding accounts payable and accrued liabilities follows:
 
December 31,
 
2015
 
2014
Accounts payable
$
2,342

 
$
2,439

Salaries, wages and other compensation
232

 
373

Other accrued taxes
202

 
137

Accrued interest a
165

 
166

Pension, postretirement, postemployment and other employee benefits b
132

 
106

Oil and gas royalty and revenue payable
53

 
76

Deferred revenue
48

 
105

Other
181

 
251

Total accounts payable and accrued liabilities
$
3,355

 
$
3,653

a.
Third-party interest paid, net of capitalized interest, was $570 million in 2015 , $637 million in 2014 and $397 million in 2013 .
b.
Refer to Note 9 for long-term portion.



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NOTE 8.  DEBT
FCX's debt at December 31, 2015 , included additions of $210 million for unamortized fair value adjustments (primarily from the 2013 oil and gas acquisitions), and is net of reductions of $129 million for unamortized net discounts and unamortized debt issuance costs; and at December 31, 2014 , included additions of $240 million for unamortized fair value adjustments, and is net of reductions of $143 million for unamortized net discounts and unamortized debt issuance costs. The components of debt follow:
 
December 31,
 
2015
 
2014
Bank term loan
$
3,032

 
$
3,036

Revolving credit facility

 

Lines of credit
442

 
474

Cerro Verde credit facility
1,781

 
402

Cerro Verde shareholder loans
259

 

Senior notes and debentures:
 
 
 
Issued by FCX:
 
 
 
2.15% Senior Notes due 2017
499

 
498

2.30% Senior Notes due 2017
747

 
745

2.375% Senior Notes due 2018
1,495

 
1,493

3.100% Senior Notes due 2020
995

 
993

4.00% Senior Notes due 2021
594

 
593

3.55% Senior Notes due 2022
1,987

 
1,985

3.875% Senior Notes due 2023
1,987

 
1,986

4.55% Senior Notes due 2024
843

 
842

5.40% Senior Notes due 2034
788

 
787

5.450% Senior Notes due 2043
1,973

 
1,972

Issued by Freeport-McMoRan Oil & Gas LLC (FM O&G LLC):
 
 
 
6.125% Senior Notes due 2019
251

 
255

6½% Senior Notes due 2020
662

 
670

6.625% Senior Notes due 2021
281

 
284

6.75% Senior Notes due 2022
488

 
493

6 7 / 8 % Senior Notes due 2023
857

 
866

Issued by FMC:
 
 
 
7 1 / 8 % Debentures due 2027
115

 
115

9½% Senior Notes due 2031
128

 
129

6 1 / 8 % Senior Notes due 2034
116

 
116

Other (including equipment capital leases and other short-term borrowings)
108

 
115

Total debt
20,428

 
18,849

Less current portion of debt
(649
)
 
(478
)
Long-term debt
$
19,779

 
$
18,371


Bank Term Loan. In February 2013, FCX entered into an agreement for a $4.0 billion unsecured bank term loan (Term Loan) in connection with the acquisitions of PXP and MMR. Upon closing the PXP acquisition, FCX borrowed $4.0 billion under the Term Loan, and FM O&G LLC (a wholly owned subsidiary of FM O&G and the successor entity of PXP) joined the Term Loan as a borrower. In February and December 2015, FCX's Term Loan was modified to amend the maximum total leverage ratio. In addition, in conjunction with the February 2015 amendment, the Term Loan amortization schedule was extended such that, as amended, the Term Loan’s scheduled payments total $205 million in 2016, $272 million in 2017, $1.0 billion in 2018, $313 million in 2019 and $1.3 billion in 2020, compared with the previous amortization schedule of $650 million in 2016, $200 million in 2017 and $2.2 billion in 2018. At FCX's option, the Term Loan bears interest at either an adjusted London Interbank Offered Rate ( LIBOR ) or an alternate base rate ( ABR ) (as defined under the Term Loan agreement) plus a spread determined by reference to FCX's credit ratings ( LIBOR plus 1.75 percent or ABR plus 0.75 percent at December 31, 2015; as of February 12, 2016, LIBOR plus 2.25 percent or ABR plus 1.25 percent ). The interest rate on the Term Loan was 2.18 percent at December 31, 2015 . In February 2016, the Term Loan was amended (refer to Note 18 for further discussion).

Revolving Credit Facility. In May 2014, FCX, PT-FI and FM O&G LLC amended the senior unsecured $3.0 billion revolving credit facility to extend the maturity date one year to May 31, 2019 , and increase the aggregate facility amount from $3.0 billion to $4.0 billion , with $500 million available to PT-FI. FCX, PT-FI and FM O&G LLC had


161


entered into the $3.0 billion revolving credit facility on May 31, 2013 (upon completion of the acquisition of PXP). In February and December 2015, FCX modified the revolving credit facility to amend the maximum total leverage ratio. At December 31, 2015 , FCX had no borrowings outstanding and $36 million of letters of credit issued under the revolving credit facility, resulting in availability of approximately $4 billion , of which $1.5 billion could be used for additional letters of credit. In February 2016, the revolving credit facility was amended (refer to Note 18 for further discussion).

Interest on the revolving credit facility ( LIBOR plus 1.75 percent or ABR plus 0.75 percent at December 31, 2015; as of February 12, 2016, LIBOR plus 2.25 percent or ABR plus 1.25 percent ) is determined by reference to FCX's credit ratings.

Lines of Credit. At December 31, 2015 , FCX had $442 million outstanding on its uncommitted and short-term lines of credit with certain financial institutions. These unsecured lines of credit allow FCX to borrow at a spread over LIBOR or the respective financial institution's cost of funds with terms and pricing that are generally more favorable than FCX's revolving credit facility. The weighted-average effective interest rate on the lines of credit was 1.36 percent at December 31, 2015 , and 1.29 percent at December 31, 2014.

Cerro Verde Credit Facility. In March 2014, Cerro Verde entered into a five -year, $1.8 billion senior unsecured credit facility that is nonrecourse to FCX and the other shareholders of Cerro Verde. The credit facility allows for term loan borrowings up to the full amount of the facility, less any amounts issued and outstanding under a $500 million letter of credit sublimit. Interest on amounts drawn under the term loan is based on LIBOR plus a spread ( 2.40 percent at December 31, 2015) based on Cerro Verde’s total net debt to EBITDA ratio as defined in the agreement. At December 31, 2015, term loan borrowings under the facility totaled $1.8 billion and were used to fund a portion of Cerro Verde’s expansion project and for Cerro Verde's general corporate purposes. The credit facility amortizes in four installments in amounts necessary for the aggregate borrowings and outstanding letters of credit not to exceed 85 percent of the $1.8 billion commitment on September 30, 2017 , 70 percent on March 31, 2018 , and 35 percent on September 30, 2018 , with the remaining balance due on the maturity date of March 10, 2019 . At December 31, 2015 , no letters of credit were issued under Cerro Verde’s credit facility. The interest rate on Cerro Verde's credit facility was 2.82 percent at December 31, 2015 .

Cerro Verde Shareholder Loans. In December 2014, Cerro Verde entered into loan agreements with its largest shareholders for borrowings up to $800 million . Cerro Verde can designate all or a portion of the shareholder loans as subordinated. If the loans are not designated as subordinated, they bear interest at LIBOR plus the current spread on Cerro Verde’s credit facility. If they are designated as subordinated, they bear interest at the same rate plus 0.5 percent . The loans mature on December 22, 2019 , unless at that time there is senior financing associated with the Cerro Verde expansion project that is senior to the shareholder loans, in which case the shareholder loans mature two years following the maturity of the senior financing. During 2015, Cerro Verde borrowed $600 million under these shareholder loans (including $341 million from FMC, which is eliminated in consolidation).

Senior Notes issued by FCX. In November 2014, FCX sold $750 million of 2.30% Senior Notes due 2017, $600 million of 4.00% Senior Notes due 2021, $850 million of 4.55% Senior Notes due 2024 and $800 million of 5.40% Senior Notes due 2034 for total net proceeds of $2.97 billion . The 2.30% Senior Notes and the 4.00% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price. The 4.55% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price prior to August 14, 2024 , and thereafter at 100 percent of principal. The 5.40% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price prior to May 14, 2034 , and thereafter at 100 percent of principal. FCX used the net proceeds from these senior notes to repay certain of its outstanding debt.

In March 2013, in connection with the financing of FCX's acquisitions of PXP and MMR, FCX issued $6.5 billion of unsecured senior notes in four tranches. FCX sold $1.5 billion of 2.375% Senior Notes due March 2018, $1.0 billion of 3.100% Senior Notes due March 2020, $2.0 billion of 3.875% Senior Notes due March 2023 and $2.0 billion of 5.450% Senior Notes due March 2043 for total net proceeds of $6.4 billion . The 2.375% Senior Notes and the 3.100% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price. The 3.875% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price prior to December 15, 2022 , and thereafter at 100 percent of principal. The 5.450% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price prior to September 15, 2042 , and thereafter at 100 percent of principal.



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In February 2012, FCX sold $500 million of 2.15% Senior Notes due 2017 and $2 billion of 3.55% Senior Notes due 2022 for total net proceeds of $2.47 billion . The 2.15% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price prior to the redemption date. The 3.55% Senior Notes are redeemable in whole or in part, at the option of FCX, at a make-whole redemption price prior to December 1, 2021 , and thereafter at 100 percent of principal.

These senior notes rank equally with FCX's other existing and future unsecured and unsubordinated indebtedness.

Senior Notes issued by FM O&G LLC. In May 2013, in connection with the acquisition of PXP, FCX assumed unsecured senior notes with a stated value of $6.4 billion , which was increased by $716 million to reflect the acquisition-date fair market value of these senior notes. After a number of redemptions, as of December 31, 2015, the stated value of these notes totaled $2.3 billion , which was increased by $197 million to reflect the remaining unamortized acquisition-date fair market value adjustments that are being amortized over the term of the senior notes and recorded as a reduction of interest expense. These senior notes are redeemable in whole or in part, at the option of FM O&G LLC, at make-whole redemption prices prior to the dates stated below, and beginning on the dates stated below at specified redemption prices. Upon completion of the acquisition of PXP, FCX guaranteed these senior notes.
Debt Instrument
 
Date
6.125% Senior Notes due 2019
 
June 15, 2016
6½% Senior Notes due 2020
 
November 15, 2015
6.625% Senior Notes due 2021
 
May 1, 2016
6.75% Senior Notes due 2022
 
February 1, 2017
6 7 / 8 % Senior Notes due 2023
 
February 15, 2018

Additionally, in connection with the acquisition of MMR, FCX assumed MMR's 11.875% Senior Notes due 2014, 4% Convertible Senior Notes due 2017 and 5¼% Convertible Senior Notes due 2013 with a total stated value of $558 million , which was increased by $62 million to reflect the acquisition-date fair market value of these obligations. During 2013, all of the 11.875% Senior Notes due 2014 were redeemed, and holders of 4% Convertible Senior Notes due 2017 and 5¼% Convertible Senior Notes due 2013 converted their notes into merger consideration totaling $306 million , including cash payments of $270 million and 21.0 million royalty trust units with a fair value of $36 million at the acquisition date. At December 31, 2015 and 2014, there were no outstanding amounts in connection with MMR’s senior notes.

Early Extinguishments of Debt. A summary of debt extinguishments during 2014 resulting from redemptions and tender offers follows:
 
Principal Amount
 
Purchase Accounting Fair Value Adjustments
 
Book Value
 
(Loss) Gain
 
 
 
 
 
 
 
 
1.40% Senior Notes due 2015
$
500

 
$

 
$
500

 
$
(1
)
6.125% Senior Notes due 2019
513

 
40

 
553

 
(2
)
8.625% Senior Notes due 2019
400

 
41

 
441

 
24

7.625% Senior Notes due 2020
300

 
32

 
332

 
14

6½% Senior Notes due 2020
883

 
79

 
962

 
10

6.625% Senior Notes due 2021
339

 
31

 
370

 
3

6.75% Senior Notes due 2022
551

 
57

 
608

 
8

6 7 / 8 % Senior Notes due 2023
722

 
84

 
806

 
21

 
$
4,208

 
$
364

 
$
4,572

 
$
77


In addition, FCX recorded a loss on early extinguishment of debt of $4 million associated with the modification of its revolving credit facility in May 2014 and for fees related to the tender offers in December 2014.

In 2013, FCX completed the following transactions that resulted in a net loss on early extinguishment of debt of $35 million : (i) the termination of its $9.5 billion acquisition bridge loan facility, which was entered into in December 2012 to provide interim financing for the acquisitions of PXP and MMR but was replaced with other financing, that resulted in a loss of $45 million ; (ii) the repayment of the $ 3.9 billion outstanding under PXP’s amended credit facility and the redemption of all of PXP’s 7 5 / 8 % Senior Notes due 2018 for $415 million , which did not result in a


163


gain or loss; partially offset by (iii) the redemption of MMR’s remaining outstanding 11.875% Senior Notes due 2014 for $299 million , which resulted in a gain of $10 million .

Guarantees. In connection with the acquisition of PXP, FCX guaranteed the PXP senior notes, and the guarantees by certain PXP subsidiaries were released. Refer to Note 17 for a discussion of FCX’s senior notes guaranteed by FM O&G LLC.

Restrictive Covenants. FCX's Term Loan and revolving credit facility contain customary affirmative covenants and representations, and also contain a number of negative covenants that, among other things, restrict, subject to certain exceptions, the ability of FCX’s subsidiaries that are not borrowers or guarantors to incur additional indebtedness (including guarantee obligations) and FCX’s ability or the ability of FCX’s subsidiaries to: create liens on assets; enter into sale and leaseback transactions; engage in mergers, liquidations and dissolutions; and sell all or substantially all of the assets of FCX and its subsidiaries, taken as a whole. FCX's Term Loan and revolving credit facility also contain financial ratios governing maximum total leverage and minimum interest coverage. Following the December 2015 amendment, FCX's leverage ratio (Net Debt/EBITDA, as defined in the credit agreement) cannot exceed 5.5 x at December 31, 2015, 5.9 x for the quarters ending March 31, 2016, and June 30, 2016, and declining to 5.0 x by the quarter ending December 31, 2016, 4.25 x in 2017 and 3.75 x thereafter. The December 2015 amendment also increases the interest rate spreads under specified conditions. Additionally, the Term Loan's December 2015 amendment requires prepayment of the Term Loan with 50 percent of the net proceeds of certain asset dispositions. In February 2016, the Term Loan and revolving credit facility were amended (refer to Note 18 for further discussion). FCX’s senior notes contain limitations on liens. At December 31, 2015 , FCX was in compliance with all of its covenants.

Maturities.   Maturities of debt instruments based on the principal amounts and terms outstanding at December 31, 2015 , total $649 million in 2016 , $1.8 billion in 2017 , $3.4 billion in 2018 , $1.4 billion in 2019 , $2.9 billion in 2020 and $10.2 billion thereafter.

NOTE 9.  OTHER LIABILITIES, INCLUDING EMPLOYEE BENEFITS
Information regarding other liabilities follows:
 
December 31,
 
2015
 
2014
Pension, postretirement, postemployment and other employment benefits a
$
1,260

 
$
1,430

Provision for tax positions
152

 
157

Legal matters
77

 
63

Insurance claim reserves
59

 
56

Other
108

 
155

Total other liabilities
$
1,656

 
$
1,861

a.
Refer to Note 7 for current portion.

Pension Plans.   Following is a discussion of FCX’s pension plans.

FMC Plans. FMC has U.S. trusteed, non-contributory pension plans covering substantially all of its U.S. employees and some employees of its international subsidiaries hired before 2007. The applicable FMC plan design determines the manner in which benefits are calculated for any particular group of employees. Benefits are calculated based on final average monthly compensation and years of service or based on a fixed amount for each year of service. Non-bargained FMC employees hired after December 31, 2006, are not eligible to participate in the FMC U.S. pension plan.

FCX’s funding policy for these plans provides that contributions to pension trusts shall be at least equal to the minimum funding requirements of the Employee Retirement Income Security Act of 1974, as amended, for U.S. plans; or, in the case of international plans, the minimum legal requirements that may be applicable in the various countries. Additional contributions also may be made from time to time.

FCX’s policy for determining asset-mix targets for the FMC plan assets held in a master trust (Master Trust) includes the periodic development of asset and liability studies to determine expected long-term rates of return and expected risk for various investment portfolios. FCX’s retirement plan administration and investment committee considers these studies in the formal establishment of asset-mix targets. FCX’s investment objective emphasizes


164


the need to maintain a well-diversified investment program through both the allocation of the Master Trust assets among asset classes and the selection of investment managers whose various styles are fundamentally complementary to one another and serve to achieve satisfactory rates of return. Diversification, by asset class and by investment manager, is FCX’s principal means of reducing volatility and exercising prudent investment judgment. FCX’s present target asset allocation approximates 43 percent equity investments (primarily global equities), 46 percent fixed income (primarily long-term treasury STRIPS or "separate trading or registered interest and principal securities"; long-term U.S. treasury/agency bonds; global fixed income securities; long-term, high-credit quality corporate bonds; high-yield and emerging markets fixed income securities; and fixed income debt securities) and 11 percent alternative investments (private real estate, real estate investment trusts and private equity).

The expected rate of return on plan assets is evaluated at least annually, taking into consideration asset allocation, historical returns on the types of assets held in the Master Trust and the current economic environment. Based on these factors, FCX expects the pension assets will earn an average of 7.25 percent per annum beginning January 1, 2016. The 7.25 percent estimation was based on a passive return on a compound basis of 6.75 percent and a premium for active management of 0.5 percent reflecting the target asset allocation and current investment array.

For estimation purposes, FCX assumes the long-term asset mix for these plans generally will be consistent with the current mix. Changes in the asset mix could impact the amount of recorded pension income or expense, the funded status of the plans and the need for future cash contributions. A lower-than-expected return on assets also would decrease plan assets and increase the amount of recorded pension expense in future years. When calculating the expected return on plan assets, FCX uses the market value of assets.

Among the assumptions used to estimate the pension benefit obligation is a discount rate used to calculate the present value of expected future benefit payments for service to date. The discount rate assumption for FCX’s U.S. plans is designed to reflect yields on high-quality, fixed-income investments for a given duration. The determination of the discount rate for these plans is based on expected future benefit payments for service to date together with the Mercer Pension Discount Curve - Above Mean Yield. The Mercer Pension Discount Curve - Above Mean Yield is constructed from the bonds in the Mercer Pension Discount Curve that have a yield higher than the regression mean yield curve. The Mercer Pension Discount Curve consists of spot ( i.e. , zero coupon) interest rates at one-half year increments for each of the next 30 years and is developed based on pricing and yield information for high-quality corporate bonds. Changes in the discount rate are reflected in FCX’s benefit obligation and, therefore, in future pension costs.

Other FCX Plans. In 2004, FCX established an unfunded Supplemental Executive Retirement Plan (SERP) for its two most senior executive officers. The SERP provides for retirement benefits payable in the form of a joint and survivor annuity or an equivalent lump sum. The annuity will equal a percentage of the executive’s highest average compensation for any consecutive three-year period during the five years immediately preceding 25 years of credited service. The SERP benefit will be reduced by the value of all benefits paid or due under any defined benefit or defined contribution plan sponsored by FM Services Company, FCX’s wholly owned subsidiary, FCX or its predecessor, but not including accounts funded exclusively by deductions from participant’s pay. One of the executive officers retired in December 2015 and will receive a lump sum payment of $27 million in 2016.

PT-FI Plan. PT-FI has a defined benefit pension plan denominated in Indonesian rupiah covering substantially all of its Indonesian national employees. PT-FI funds the plan and invests the assets in accordance with Indonesian pension guidelines. The pension obligation was valued at an exchange rate of 13,726 rupiah to one U.S. dollar on December 31, 2015 , and 12,378 rupiah to one U.S. dollar on December 31, 2014 . Indonesian labor laws require that companies provide a minimum level of benefits to employees upon employment termination based on the reason for termination and the employee’s years of service. PT-FI’s pension benefit disclosures include benefits related to this law. PT-FI’s expected rate of return on plan assets is evaluated at least annually, taking into consideration its long-range estimated return for the plan based on the asset mix. Based on these factors, PT-FI expects its pension assets will earn an average of 7.75 percent per annum beginning January 1, 2016. The discount rate assumption for PT-FI's plan is based on the Mercer Indonesian zero coupon bond yield curve derived from the Indonesian Government Security Yield Curve. Changes in the discount rate are reflected in PT-FI's benefit obligation and, therefore, in future pension costs.



165


Plan Information. FCX uses a measurement date of December 31 for its plans. Information for those plans where the accumulated benefit obligations exceed the fair value of plan assets follows:
 
December 31,
 
2015
 
2014
Projected benefit obligation
$
2,139

 
$
2,221

Accumulated benefit obligation
2,037

 
2,090

Fair value of plan assets
1,399

 
1,433


Information on the FCX (including FMC’s plans and FCX’s SERP plans) and PT-FI plans as of December 31 follows:
 
FCX
 
PT-FI
 
2015
 
2014
 
2015
 
2014
Change in benefit obligation:
 
 
 
 
 
 
 
Benefit obligation at beginning
 
 
 
 
 
 
 
of year
$
2,179

 
$
1,871

 
$
318

 
$
259

Service cost
36

 
30

 
26

 
22

Interest cost
87

 
92

 
23

 
23

Actuarial (gains) losses
(118
)
 
278

 
(7
)
 
30

Foreign exchange gains
(2
)
 
(2
)
 
(32
)
 
(7
)
Special retirement benefits a
22

 

 

 

Benefits paid
(100
)
 
(90
)
 
(10
)
 
(9
)
Benefit obligation at end of year
2,104

 
2,179

 
318

 
318

 
 
 
 
 
 
 
 
Change in plan assets:
 
 
 
 
 
 
 
Fair value of plan assets at
 
 
 
 
 
 
 
beginning of year
1,416

 
1,350

 
185

 
124

Actual return on plan assets
(26
)
 
151

 
6

 
20

Employer contributions b
90

 
6

 
42

 
55

Foreign exchange losses
(1
)
 
(1
)
 
(19
)
 
(5
)
Benefits paid
(100
)
 
(90
)
 
(10
)
 
(9
)
Fair value of plan assets at end
 
 
 
 
 
 
 
of year
1,379

 
1,416

 
204

 
185

Funded status
$
(725
)
 
$
(763
)
 
$
(114
)
 
$
(133
)
 
 
 
 
 
 
 
 
Accumulated benefit obligation
$
2,001

 
$
2,048

 
$
175

 
$
168

 
 
 
 
 
 
 
 
Weighted-average assumptions
 
 
 
 
 
 
 
used to determine benefit obligations:
 
 
 
 
 
 
 
Discount rate
4.60
%
 
4.10
%
 
9.00
%
 
8.25
%
Rate of compensation increase
3.25
%
 
3.25
%
 
9.40
%
 
9.00
%
 
 
 
 
 
 
 
 
Balance sheet classification of
 
 
 
 
 
 
 
funded status:
 
 
 
 
 
 
 
Other assets
$
8

 
$
8

 
$

 
$

Accounts payable and
 
 
 
 
 
 
 
accrued liabilities
(35
)
 
(4
)
 

 

Other liabilities
(698
)
 
(767
)
 
(114
)
 
(133
)
Total
$
(725
)
 
$
(763
)
 
$
(114
)
 
$
(133
)
a.
Resulted from revised mine operating plans and reductions in the workforce (refer to Note 5 for further discussion).
b.
Employer contributions for 2016 are expected to approximate $38 million for the FCX plans and $38 million for the PT-FI plan (based on a December 31, 2015 , exchange rate of 13,726  Indonesian rupiah to one U.S. dollar).



166


The weighted-average assumptions used to determine net periodic benefit cost and the components of net periodic benefit cost for FCX’s pension plans for the years ended December 31 follow:
 
2015
 
2014
 
2013
Weighted-average assumptions: a
 
 
 
 
 
Discount rate
4.10
%
 
5.00
%
 
4.10
%
Expected return on plan assets
7.25
%
 
7.50
%
 
7.50
%
Rate of compensation increase
3.25
%
 
3.75
%
 
3.75
%
 
 
 
 
 
 
Service cost
$
36

 
$
30

 
$
30

Interest cost
87

 
92

 
77

Expected return on plan assets
(102
)
 
(98
)
 
(95
)
Amortization of prior service credit

 
(1
)
 

Amortization of net actuarial losses
45

 
28

 
38

Special retirement benefits
22

 

 

Net periodic benefit cost
$
88

 
$
51

 
$
50

a.
The assumptions shown relate only to the FMC plans.

The weighted-average assumptions used to determine net periodic benefit cost and the components of net periodic benefit cost for PT-FI’s pension plan for the years ended December 31 follow:
 
2015
 
2014
 
2013
Weighted-average assumptions:
 
 
 
 
 
Discount rate
8.25
%
 
9.00
%
 
6.25
%
Expected return on plan assets
7.75
%
 
7.75
%
 
7.50
%
Rate of compensation increase
9.00
%
 
9.00
%
 
8.00
%
 
 
 
 
 
 
Service cost
$
26

 
$
22

 
$
20

Interest cost
23

 
23

 
14

Expected return on plan assets
(14
)
 
(10
)
 
(10
)
Amortization of prior service cost
3

 
3

 

Amortization of net actuarial loss
6

 
8

 
8

Net periodic benefit cost
$
44

 
$
46

 
$
32


Included in accumulated other comprehensive loss are the following amounts that have not been recognized in net periodic pension cost as of December 31:
 
2015
 
2014
 
Before Taxes
 
After Taxes and Noncontrolling Interests
 
Before Taxes
 
After Taxes and Noncontrolling Interests
Prior service costs
$
23

 
$
12

 
$
28

 
$
15

Net actuarial loss
697

 
426

 
749

 
456

 
$
720

 
$
438

 
$
777

 
$
471


Actuarial losses in excess of 10 percent of the greater of the projected benefit obligation or market-related value of plan assets are amortized over the expected average remaining future service period of the current active participants. The amount expected to be recognized in 2016 net periodic pension cost for actuarial losses is $47 million ( $29 million net of tax and noncontrolling interests).

FCX does not expect to have any plan assets returned to it in 2016 . Plan assets are classified within a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1), then to significant observable inputs (Level 2) and the lowest priority to significant unobservable inputs (Level 3).



167


A summary of the fair value hierarchy for pension plan assets associated with the FCX plans follows:
 
Fair Value at December 31, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Commingled/collective funds:
 
 
 
 
 
 
 
    Global equity
$
399

 
$

 
$
399

 
$

    Fixed income securities
129

 

 
129

 

    Global fixed income securities
101

 

 
101

 

    Real estate property
66

 

 

 
66

    Emerging markets equity
60

 

 
60

 

    U.S. small-cap equity
56

 

 
56

 

    International small-cap equity
56

 

 
56

 

    U.S. real estate securities
55

 

 
55

 

    Short-term investments
25

 

 
25

 

Fixed income:
 
 
 
 
 
 
 
Government bonds
215

 

 
215

 

Corporate bonds
145

 

 
145

 

Private equity investments
31

 

 

 
31

Other investments
39

 
1

 
38

 

Total investments
1,377

 
$
1

 
$
1,279

 
$
97

 
 
 
 
 
 
 
 
Cash and receivables
6

 
 
 
 
 
 
Payables
(4
)
 
 
 
 
 
 
Total pension plan net assets
$
1,379

 
 
 
 
 
 

 
Fair Value at December 31, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
Commingled/collective funds:
 
 
  
 
  
 
  
Global equity
$
487

 
$

 
$
487

 
$

Global fixed income securities
106

 

 
106

 

Fixed income securities
99

 

 
99

 

U.S. small-cap equity
69

 

 
69

 

U.S. real estate securities
54

 

 
54

 

Real estate property
54

 

 

 
54

Short-term investments
8

 

 
8

 

Open-ended mutual funds:
 
 
 
 
 
 
 
Emerging markets equity
38

 
38

 

 

Mutual funds:
 
 
 
 
 
 
 
Emerging markets equity
25

 
25

 

 

Fixed income:
 
 
 
 
 
 
 
Government bonds
244

 

 
244

 

Corporate bonds
148

 

 
148

 

Private equity investments
39

 

 

 
39

Other investments
35

 

 
35

 

Total investments
1,406

 
$
63

 
$
1,250

 
$
93

 
 
 
 
 
 
 
 
Cash and receivables
19

 
 
 
 
 
 
Payables
(9
)
 
 
 
 
 
 
Total pension plan net assets
$
1,416

 
 
 
 
 
 

Following is a description of the pension plan asset categories and the valuation techniques used to measure fair value. There have been no changes to the techniques used to measure fair value.

Commingled/collective funds are managed by several fund managers and are valued at the net asset value per unit of the fund. For most of these funds, the majority of the underlying assets are actively traded securities; however, the unit level is considered to be at the fund level. These funds (except the real estate property funds) require less than a month's notice for redemptions and, as such, are classified within Level 2 of the fair value hierarchy. Real estate property funds are valued at net realizable value using information from independent appraisal firms, who


168


have knowledge and expertise about the current market values of real property in the same vicinity as the investments. Redemptions of the real estate property funds are allowed once per quarter, subject to available cash and, as such, are classified within Level 3 of the fair value hierarchy.

Fixed income investments include government and corporate bonds held directly by the Master Trust or through commingled funds. Fixed income securities are valued using a bid evaluation price or a mid-evaluation price and, as such, are classified within Level 2 of the fair value hierarchy. A bid evaluation price is an estimated price at which a dealer would pay for a security. A mid-evaluation price is the average of the estimated price at which a dealer would sell a security and the estimated price at which a dealer would pay for a security. These evaluations are based on quoted prices, if available, or models that use observable inputs.

Private equity investments are valued at net realizable value using information from general partners and are classified within Level 3 of the fair value hierarchy because of the inherent restrictions on redemptions that may affect the ability to sell the investments at their net asset value in the near term.

Open-ended mutual funds were managed by registered investment companies and were valued at the daily published net asset value of shares/units held. Because redemptions and purchases of shares/units occur at the net asset value without any adjustments to the published net asset value that was provided on an ongoing basis (active-market criteria are met), these investments were classified within Level 1 of the fair value hierarchy.

Mutual funds were valued at the closing price reported on the active market on which the individual securities were traded and, as such, are classified within Level 1 of the fair value hierarchy.

A summary of changes in the fair value of FCX’s Level 3 pension plan assets for the years ended December 31 follows:
 
Real
Estate
Property
 
Private
Equity
Investments
 
Total
Balance at January 1, 2014
$
47

 
$
43

 
$
90

Actual return on plan assets:
 
 
 
 
 
Realized gains
2

 

 
2

Net unrealized gains (losses) related to
 
 
 
 
 
assets still held at the end of the year
6

 
(1
)
 
5

Purchases

 
1

 
1

Sales
(1
)
 

 
(1
)
Settlements, net

 
(4
)
 
(4
)
Balance at December 31, 2014
54

 
39

 
93

Actual return on plan assets:
 
 
 
 
 
Realized gains
2

 

 
2

Net unrealized gains (losses) related to
 
 
 
 
 
assets still held at the end of the year
11

 
(5
)
 
6

Purchases

 
1

 
1

Sales
(1
)
 

 
(1
)
Settlements, net

 
(4
)
 
(4
)
Balance at December 31, 2015
$
66

 
$
31

 
$
97


A summary of the fair value hierarchy for pension plan assets associated with the PT-FI plan follows:
 
Fair Value at December 31, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Common stocks
$
43

 
$
43

 
$

 
$

Government bonds
41

 
41

 

 

Mutual funds
12

 
12

 

 

Total investments
96

 
$
96

 
$

 
$

 
 
 
 
 
 
 
 
Cash and receivables a
108

 
 
 
 
 
 
Total pension plan net assets
$
204

 
 
 
 
 
 



169


 
Fair Value at December 31, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
Common stocks
$
43

 
$
43

 
$

 
$

Government bonds
27

 
27

 

 

Mutual funds
14

 
14

 

 

Total investments
84

 
$
84

 
$

 
$

 
 
 
 
 
 
 
 
Cash and receivables a
101

 
 
 
 
 
 
Total pension plan net assets
$
185

 
 
 
 
 
 
a.
Cash consists primarily of short-term time deposits.

Following is a description of the valuation techniques used for pension plan assets measured at fair value associated with the PT-FI plan. There have been no changes to the techniques used to measure fair value.

Common stocks, government bonds and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded and, as such, are classified within Level 1 of the fair value hierarchy.

The techniques described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while FCX believes its valuation techniques are appropriate and consistent with other market participants, the use of different techniques or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The expected benefit payments for FCX’s and PT-FI’s pension plans follow:
 
FCX
 
PT-FI a
2016
$
155

 
$
20

2017
140

 
12

2018
110

 
22

2019
113

 
28

2020
115

 
37

2021 through 2025
610

 
264

a.
Based on a December 31, 2015 , exchange rate of 13,726 Indonesian rupiah to one U.S. dollar.
 
Postretirement and Other Benefits.   FCX also provides postretirement medical and life insurance benefits for certain U.S. employees and, in some cases, employees of certain international subsidiaries. These postretirement benefits vary among plans, and many plans require contributions from retirees. The expected cost of providing such postretirement benefits is accrued during the years employees render service.

The benefit obligation (funded status) for the postretirement medical and life insurance benefit plans consisted of a current portion of $15 million (included in accounts payable and accrued liabilities) and a long-term portion of $144 million (included in other liabilities) at December 31, 2015 , and a current portion of $17 million and a long-term portion of $162 million at December 31, 2014 . The discount rate used to determine the benefit obligation for these plans, which was determined on the same basis as FCX's pension plans, was 4.10 percent at December 31, 2015 , and 3.60 percent at December 31, 2014 . Expected benefit payments for these plans total $15 million for 2016 , $16 million for 2017 , $14 million for 2018 , $15 million for 2019 , $14 million for 2020 and $59 million for 2021 through 2025 .
The net periodic benefit cost charged to operations for FCX's postretirement benefits totaled $6 million in 2015 , $7 million in 2014 and $9 million in 2013 (primarily for interest costs). The discount rate used to determine net periodic benefit cost and the components of net periodic benefit cost for FCX’s postretirement benefits was 3.60 percent in 2015 , 4.30 percent in 2014 and 3.50 percent in 2013 . The medical-care trend rates assumed the first year trend rate was 7.50 percent at December 31, 2015 , which declines over the next 15 years with an ultimate trend rate of 4.25 percent .

FCX has a number of postemployment plans covering severance, long-term disability income, continuation of health and life insurance coverage for disabled employees or other welfare benefits. The accumulated postemployment benefit consisted of a current portion of $4 million (included in accounts payable and accrued liabilities) and a long-term portion of $30 million (included in other liabilities) at December 31, 2015 , and a current portion of $6 million and a long-term portion of $38 million at December 31, 2014 . In connection with the retirement of one of its


170


executive officers in December 2015, FCX recorded a charge to selling, general and administrative expenses of $16 million.

FCX also sponsors savings plans for the majority of its U.S. employees. The plans allow employees to contribute a portion of their pre-tax income in accordance with specified guidelines. These savings plans are principally qualified 401(k) plans for all U.S. salaried and non-bargained hourly employees. In these plans, participants exercise control and direct the investment of their contributions and account balances among various investment options. FCX contributes to these plans at varying rates and matches a percentage of employee pre-tax deferral contributions up to certain limits, which vary by plan. For employees whose eligible compensation exceeds certain levels, FCX provides an unfunded defined contribution plan, which had a liability balance of $78 million ( $35 million included in accounts payable and accrued liabilities and $43 million included in other liabilities) at December 31, 2015 , and $69 million (included in other liabilities) at December 31, 2014 .

The costs charged to operations for employee savings plans totaled $98 million in 2015 (of which $13 million was capitalized to oil and gas properties), $79 million in 2014 (of which $11 million was capitalized to oil and gas properties) and $66 million in 2013 (of which $5 million was capitalized to oil and gas properties). FCX has other employee benefit plans, certain of which are related to FCX’s financial results, which are recognized in operating costs.

Restructuring Charges. Because of a decline in commodity prices, FCX made adjustments to its operating plans for its mining operations in the third and fourth quarters of 2015 (refer to Note 5 for further discussion). As a result of these revisions to its operating plans, FCX recorded restructuring charges to production costs in 2015 of $46 million primarily for employee severance and benefit costs, and $22 million for special retirement benefits.

NOTE 10.  STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION
FCX’s authorized shares of capital stock total 1.85 billion shares, consisting of 1.8 billion shares of common stock and 50 million shares of preferred stock.

Common Stock.   In September 2015, FCX completed a $1.0 billion at-the-market equity program and announced an additional $1.0 billion at-the-market equity program. Through December 31, 2015, FCX sold 206 million shares of its common stock at an average price of $9.53 per share under these programs, which generated gross proceeds of approximately $1.96 billion (net proceeds of $1.94 billion after $20 million of commissions and expenses). From January 1, 2016, through January 5, 2016, FCX sold 4 million shares of its common stock, which generated proceeds of $29 million (after $0.3 million of commissions and expenses). FCX used the net proceeds for general corporate purposes, including the repayment of amounts outstanding under its revolving credit facility and other borrowings, and the financing of working capital and capital expenditures.

The Board declared a supplemental cash dividend of $1.00 per share, which was paid in July 2013, and a one-time special cash dividend of $0.1105 per share related to the settlement of the shareholder derivative litigation (refer to Note 12 for further discussion), which was paid in August 2015. In response to the impact of lower commodity prices, the Board authorized a decrease in the cash dividend on FCX’s common stock from an annual rate of $1.25 per share to an annual rate of $0.20 per share in March 2015, and then suspended the cash dividend in December 2015. The declaration of dividends is at the discretion of the Board and will depend on FCX's financial results, cash requirements, future prospects and other factors deemed relevant by the Board.



171


Accumulated Other Comprehensive Loss. A summary of changes in the balances of each component of accumulated other comprehensive loss, net of tax follows:
 
Defined Benefit Plans
 
Unrealized Losses on Securities
 
Translation Adjustment
 
Total
Balance at January 1, 2013
$
(507
)
 
$
(4
)
 
$
5

 
$
(506
)
Amounts arising during the period a,b
67

 
(1
)
 

 
66

Amounts reclassified c
30

 

 
5

 
35

Balance at December 31, 2013
(410
)
 
(5
)
 
10

 
(405
)
Amounts arising during the period a,b
(162
)
 
(1
)
 

 
(163
)
Amounts reclassified c
24

 

 

 
24

Balance at December 31, 2014
(548
)
 
(6
)
 
10

 
(544
)
Amounts arising during the period a,b
3

 

 

 
3

Amounts reclassified c
38

 

 

 
38

Balance at December 31, 2015
$
(507
)
 
$
(6
)
 
$
10

 
$
(503
)
a.
Includes net actuarial gains (losses), net of noncontrolling interest, totaling $126 million for 2013 , $(252) million for 2014 and $(7) million for 2015 . The year 2013 also included $33 million for prior service costs.
b.
Includes tax (provision) benefits totaling $(37) million for 2013 , $89 million for 2014 and $2 million for 2015 .
c.
Includes amortization primarily related to actuarial losses, net of taxes of $17 million for 2013 , $14 million for 2014 and $16 million for 2015 .

Stock Award Plans.   FCX currently has awards outstanding under various stock-based compensation plans. The stockholder-approved 2006 Stock Incentive Plan (the 2006 Plan) provides for the issuance of stock options, SARs, restricted stock, RSUs, PSUs and other stock-based awards for up to 74 million common shares. FCX’s stockholders approved amendments to the 2006 Plan in 2007 primarily to increase the number of shares available for grants, and in 2010, to permit grants to outside directors. As of December 31, 2015 , 12.2 million shares were available for grant under the 2006 Plan, and no shares were available under other plans.

In connection with the restructuring of an executive employment arrangement, a special retention award of one million RSUs was granted in December 2013. The RSUs are fully vested and the related shares of common stock will be delivered to the executive upon separation of service, along with a cash payment for accumulated dividends. With respect to stock options previously granted to this executive, such awards became fully vested. With respect to performance-based awards previously granted to this executive, the service requirements are considered to have been satisfied, and the vesting of any such awards shall continue to be contingent upon the achievement of all performance conditions set forth in the award agreements. In connection with the restructuring, FCX recorded a $37 million charge to selling, general and administrative expenses in 2013.

Stock-Based Compensation Cost. Compensation cost charged against earnings for stock-based awards for the years ended December 31 follows:
 
 
2015
 
2014
 
2013
Selling, general and administrative expenses
 
$
67

 
$
79

 
$
145

Production and delivery
 
18

 
28

 
28

Capitalized costs
 
11

 
23

 
13

Total stock-based compensation
 
96

 
130

 
186

Less capitalized costs
 
(11
)
 
(23
)
 
(13
)
Tax benefit and noncontrolling interests' share
 
(32
)
 
(42
)
 
(66
)
Impact on net (loss) income
 
$
53

 
$
65

 
$
107


Stock Options and SARs. Stock options granted under the plans generally expire 10 years after the date of grant and vest in 25 percent annual increments beginning one year from the date of grant. The award agreements provide that participants will receive the following year’s vesting after retirement. Therefore, on the date of grant, FCX accelerates one year of amortization for retirement-eligible employees. Stock options granted prior to February 2012 provide for accelerated vesting if there is a change of control (as defined in the award agreements). Stock options granted after that date provide for accelerated vesting only upon certain qualifying terminations of employment within one year following a change of control. SARs generally expire within five years after the date of


172


grant and vest in one-third annual increments beginning one year from the date of grant. SARs are similar to stock options, but are settled in cash rather than in shares of common stock and are classified as liability awards.

A summary of options and SARs outstanding as of December 31, 2015 , including 1,321,029 SARs, and activity during the year ended December 31, 2015 , follows:
 
Number of
Options and SARs
 
Weighted-
Average
Exercise Price
Per Share
 
Weighted-
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
 
Balance at January 1
45,929,739

 
$
35.65

 

 
 
 
Granted
5,450,000

 
18.96

 
 
 
 
 
Exercised
(195,326
)
 
15.61

 

 
 
 
Expired/Forfeited
(1,880,534
)
 
30.15

 

 
 
 
Balance at December 31
49,303,879

 
34.10

 
4.8
 
$

a  
 
 
 
 
 
 
 
 
 
Vested and exercisable at December 31
40,235,301

 
$
35.78

 
4.0
 
$

a  
a.
At December 31, 2015, all outstanding stock options and SARs have exercise prices greater than the market price of FCX's common stock.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes-Merton option valuation model. The fair value of each SAR is determined using the Black-Scholes-Merton option valuation model and remeasured at each reporting date until the date of settlement. Expected volatility is based on implied volatilities from traded options on FCX’s common stock and historical volatility of FCX’s common stock. FCX uses historical data to estimate future option and SAR exercises, forfeitures and expected life. When appropriate, separate groups of employees who have similar historical exercise behavior are considered separately for valuation purposes. The expected dividend rate is calculated using the annual dividend (excluding supplemental dividends) at the date of grant. The risk-free interest rate is based on Federal Reserve rates in effect for bonds with maturity dates equal to the expected term of the option or SAR.

Information related to stock options during the years ended December 31 follows:
 
2015
 
2014
 
2013
Weighted-average assumptions used to value stock option awards:
 
 
 
 
 
Expected volatility
37.9
%
 
36.6
%
 
48.9
%
Expected life of options (in years)
5.17

 
4.92

 
4.66

Expected dividend rate
4.5
%
 
3.5
%
 
3.3
%
Risk-free interest rate
1.7
%
 
1.7
%
 
0.7
%
Weighted-average grant-date fair value (per share)
$
4.30

 
$
7.43

 
$
10.98

Intrinsic value of options exercised
$
1

 
$
17

 
$
10

Fair value of options vested
$
50

 
$
76

 
$
101


As of December 31, 2015 , FCX had $31 million of total unrecognized compensation cost related to unvested stock options expected to be recognized over a weighted-average period of approximately 1.8 years .

Stock-Settled PSUs and RSUs. Beginning in 2014, FCX's executive officers were granted PSUs that vest after three years. The final number of shares to be issued to the executive officers will be based on FCX’s total shareholder return compared to the total shareholder return of a peer group. The total grant date target shares related to the PSU grants were 755 thousand in 2015 and 344 thousand in 2014, of which the executive officers will earn from 0 percent to 200 percent .

Prior to 2014, the portion of each executive officer's annual bonus exceeding three times such officer's base salary was to be paid in performance-based RSUs. The performance-based RSUs were a component of an annual incentive award pool that was calculated as a percentage of FCX’s consolidated operating cash flows adjusted for changes in working capital and other tax payments for the preceding year. The performance-based RSUs granted in 2013 as part of the 2012 annual bonus vest after three years, subject to FCX attaining a five-year average return on investment (a performance condition defined in the award agreement) of at least 6 percent and subject to a 20 percent reduction if FCX performs below a group of its peers as defined in the award agreement.



173


All of FCX's executive officers are retirement eligible, and for the 2015 awards, FCX charged the cost of the PSU awards to expense in the year of grant because they are non-forfeitable. For the performance-based RSUs, the cost was charged to expense in the year the related operating cash flows were generated, as performance of services was only required in the calendar year preceding the date of grant.

In February 2015 and 2014, FCX granted RSUs that vest over a period of three years to certain employees, and in February 2013, FCX granted RSUs that cliff vest at the end of three years to certain employees.

FCX also grants other RSUs that generally vest over a period of four years to its directors. The fair value of the RSUs is amortized over the four -year vesting period or the period until the director becomes retirement eligible, whichever is shorter. Upon a director’s retirement, all of their unvested RSUs immediately vest. For retirement-eligible directors, the fair value of RSUs is recognized in earnings on the date of grant.

The award agreements provide for accelerated vesting of all RSUs held by directors if there is a change of control (as defined in the award agreements) and for accelerated vesting of all RSUs held by employees if they experience a qualifying termination within one year following a change of control.

Dividends attributable to RSUs and PSUs accrue and are paid if the award vests. In addition, for those awards granted prior to 2015, interest accrues on accumulated dividends and is paid if the stock-settled RSUs vest. A summary of outstanding stock-settled RSUs and PSUs as of December 31, 2015 , and activity during the year ended December 31, 2015 , follows:
 
Number of Awards
 
Weighted-Average Grant-Date Fair Value Per Award
 
Aggregate
Intrinsic
Value
Balance at January 1
5,805,145

 
$
33.57

 
 
Granted
2,729,750

 
16.77

 
 
Vested
(1,150,589
)
 
34.10

 
 
Forfeited
(164,006
)
 
34.35

 
 
Balance at December 31
7,220,300

 
27.12

 
$
49


The total fair value of stock-settled RSUs and PSUs granted was $46 million during 2015 , $67 million during 2014 and $125 million during 2013 . The total intrinsic value of stock-settled RSUs vested was $22 million during 2015 , $15 million during 2014 and $12 million during 2013 . As of December 31, 2015 , FCX had $28 million of total unrecognized compensation cost related to unvested stock-settled RSUs expected to be recognized over approximately 1.4 years .

Cash-Settled PSUs and RSUs. Beginning in 2015, certain members of FM O&G's senior management were granted cash-settled PSUs that vest over three years. The cash-settled PSUs contain performance conditions linked to oil and gas production and FCX's total shareholder return compared to the total shareholder return of a peer group (each of which is weighted 50 percent). The total grant date target shares related to the 2015 cash-settled PSU grant were 582 thousand , of which FM O&G's senior management will earn from 50 percent to 200 percent .

Cash-settled RSUs are similar to stock-settled RSUs, but are settled in cash rather than in shares of common stock. These cash-settled RSUs generally vest over periods ranging from three to five years of service. The award agreements for cash-settled RSUs provide for accelerated vesting upon certain qualifying terminations of employment within one year following a change of control (as defined in the award agreements).

The cash-settled PSUs and RSUs are classified as liability awards, and the fair value of these awards is remeasured each reporting period until the vesting dates.



174


Dividends attributable to cash-settled RSUs and PSUs accrue and are paid if the award vests. In addition, for those awards granted prior to 2015, interest accrues on accumulated dividends and is paid if the cash-settled RSUs vest. A summary of outstanding cash-settled RSUs and PSUs as of December 31, 2015 , and activity during the year ended December 31, 2015 , follows:
 
Number of Awards
 
Weighted-Average Grant-Date Fair Value Per Award
 
Aggregate
Intrinsic
Value
Balance at January 1
3,587,564

 
$
30.99

 
 
Granted
2,366,715

 
18.68

 
 
Vested
(1,196,395
)
 
30.99

 
 
Forfeited
(145,348
)
 
24.21

 
 
Balance at December 31
4,612,536

 
24.89

 
$
31


The total grant-date fair value of cash-settled RSUs and PSUs granted was $44 million during 2015 , $68 million during 2014 and $70 million during 2013. The intrinsic value of cash-settled RSUs vested was $24 million during 2015 . The accrued liability associated with cash-settled RSUs and PSUs consisted of a current portion of $10 million (included in accounts payable and accrued liabilities) and a long-term portion of $8 million (included in other liabilities) at December 31, 2015 , and a current portion of $17 million and a long-term portion of $19 million at December 31, 2014.

Other Information. The following table includes amounts related to exercises of stock options and vesting of RSUs during the years ended December 31 :
 
2015
 
2014
 
2013
FCX shares tendered to pay the exercise price
 
 
 
 
 
and/or the minimum required taxes a
349,122

 
474,480

 
3,294,624

Cash received from stock option exercises
$
3

 
$
12

 
$
8

Actual tax benefit realized for tax deductions
$
11

 
$
16

 
$
8

Amounts FCX paid for employee taxes
$
7

 
$
8

 
$
105

a.
Under terms of the related plans, upon exercise of stock options and vesting of RSUs, employees may tender FCX shares to pay the exercise price and/or the minimum required taxes.

NOTE 11.  INCOME TAXES
Geographic sources of (losses) income before income taxes and equity in affiliated companies’ net (losses) earnings for the years ended December 31 consist of the following:
 
2015
 
2014
 
2013
U.S.
$
(14,617
)
 
$
(2,997
)
 
$
1,104

Foreign
596

 
2,573

 
3,809

Total
$
(14,021
)
 
$
(424
)
 
$
4,913


With the exception of TFM, income taxes are provided on the earnings of FCX’s material foreign subsidiaries under the assumption that these earnings will be distributed. FCX has determined that TFM's undistributed earnings are reinvested indefinitely and have been allocated toward specifically identifiable needs of the local operations, including, but not limited to, existing liabilities and sustaining capital requirements. In the absence of these specifically identifiable needs, FCX would reevaluate the need to provide income taxes on $1.3 billion of undistributed earnings in TFM. FCX has not provided deferred income taxes for other differences between the book and tax carrying amounts of its investments in material foreign subsidiaries as FCX considers its ownership positions to be permanent in duration, and quantification of the related deferred tax liability is not practicable. 

During 2015, PT-FI's Delaware domestication was terminated. As a result, PT-FI is no longer a U.S. income tax filer, and tax attributes related to PT-FI, which were fully reserved with a related valuation allowance, are no longer available for use in FCX's U.S. federal consolidated income tax return. There was no resulting net impact to FCX's consolidated statement of operations. PT-FI remains a limited liability company organized under Indonesian law.



175


FCX’s benefit from (provision for) income taxes for the years ended December 31 consists of the following:
 
2015
 
2014
 
2013
 
Current income taxes:
 
 
 
 
 
 
Federal
$
89

 
$
(281
)
 
$
(203
)
 
State
2

 
(35
)
 
(9
)
 
Foreign
(195
)
 
(1,128
)
 
(1,081
)
 
Total current
(104
)
 
(1,444
)
 
(1,293
)
 
 
 
 
 
 
 
 
Deferred income taxes:
 
 
 
 
 
 
Federal
3,403

 
606

 
(234
)
 
State
154

 
214

 
35

 
Foreign
(144
)
 
(33
)
 
(346
)
 
Total deferred
3,413

 
787

 
(545
)
 
 
 
 
 
 
 
 
Adjustments
(1,374
)
a  

 
199

b  
Federal operating loss carryforwards

 
333

c  
164

c  
Benefit from (provision for) income taxes
$
1,935

 
$
(324
)
 
$
(1,475
)
 
a.
Adjustments include net provisions of $1.2 billion associated with an increase in the beginning of the year valuation allowance related to the impairment of U.S. oil and gas properties and $0.2 billion resulting from the termination of PT-FI's Delaware domestication reflecting a $1.5 billion reduction in deferred tax assets during the year, partially offset by a $1.3 billion reduction in the beginning of the year valuation allowance.
b.
As a result of the oil and gas acquisitions, FCX recognized a net benefit of $199 million , consisting of $190 million associated with net reductions in the beginning of the year valuation allowances, $69 million related to the release of the deferred tax liability on PXP's investment in MMR common stock and $16 million associated with the revaluation of state deferred tax liabilities, partially offset by income tax expense of $76 million associated with the write off of deferred tax assets related to environmental liabilities.
c.
Benefit from the use of federal operating loss carryforwards acquired as part of the oil and gas acquisitions.

A reconciliation of the U.S. federal statutory tax rate to FCX’s effective income tax rate for the years ended December 31 follows:
 
2015
 
2014
 
2013
 
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
U.S. federal statutory tax rate
$
4,907

 
(35
)%
 
$
149

 
(35
)%
 
$
(1,720
)
 
(35
)%
Valuation allowance, net
(2,964
)
a  
21

 

 

 
190

 
4

Foreign tax credit limitation
(228
)
 
1

 
(167
)
 
39

 
(117
)
 
(2
)
Percentage depletion
186

 
(1
)
 
263

b  
(62
)
 
223

 
5

Withholding and other impacts on
 
 
 
 
 
 
 
 
 
 
 
foreign earnings
(193
)
 
1

 
(161
)
 
38

 
(306
)
 
(7
)
Effect of foreign rates different than the U.S.
 
 
 
 
 
 
 
 
 
 
 
federal statutory rate
56

 

 
135

 
(32
)
 
223

 
5

Goodwill impairment

 

 
(601
)
 
142

 

 

Goodwill transferred to full cost pool

 

 
(77
)
 
18

 

 

State income taxes
105

a  
(1
)
 
115

 
(27
)
 
43

 

Other items, net
66

 

 
20

 
(5
)
 
(11
)
 

Benefit from (provision for) income taxes
$
1,935

 
(14
)%
 
$
(324
)
c,d  
76
 %
 
$
(1,475
)
e  
(30
)%
 
a.
As a result of the impairment to U.S. oil and gas properties, FCX recorded tax charges totaling $3.3 billion to establish valuation allowances against U.S. federal and state deferred tax assets for which a future benefit is not expected to be realized.
b.
Includes a net charge of $16 million in 2014 related to a change in U.S. federal income tax law.
c.
Includes charges related to changes in Chilean and Peruvian tax rules of $54 million and $24 million , respectively.
d.
Includes a net charge of $221 million related to the sale of the Candelaria and Ojos del Salado mines.
e.
Includes a net tax benefit of $199 million as a result of the oil and gas acquisitions.



176


FCX paid federal, state, local and foreign income taxes totaling $0.9 billion in 2015 , $1.5 billion in 2014 and $1.3 billion in 2013 . FCX received refunds of federal, state, local and foreign income taxes of $334 million in 2015 , $257 million in 2014 and $270 million in 2013 .

The components of deferred taxes follow:
 
December 31,
 
2015
 
2014
Deferred tax assets:
 
 
 
Foreign tax credits
$
1,552

 
$
2,306

Accrued expenses
1,184

 
1,047

Oil and gas properties
1,422

 

Minimum tax credits
569

 
737

Net operating loss carryforwards
621

 
590

Employee benefit plans
521

 
422

Other
509

 
734

Deferred tax assets
6,378

 
5,836

Valuation allowances
(4,183
)
 
(2,434
)
Net deferred tax assets
2,195

 
3,402

 
 
 
 
Deferred tax liabilities:
 
 
 
Property, plant, equipment and mining development costs
(5,567
)
 
(5,331
)
Oil and gas properties

 
(3,392
)
Undistributed earnings
(855
)
 
(807
)
Other
(58
)
 
(185
)
Total deferred tax liabilities
(6,480
)
 
(9,715
)
Net deferred tax liabilities
$
(4,285
)
 
$
(6,313
)

At December 31, 2015 , FCX had U.S. foreign tax credit carryforwards of $1.6 billion that will expire between 2016 and 2025 , and U.S. minimum tax credit carryforwards of $569 million that can be carried forward indefinitely, but may be used only to the extent that regular tax exceeds the alternative minimum tax in any given year.

At December 31, 2015 , FCX had (i) U.S. state net operating loss carryforwards of $3.9 billion that expire between 2016 and 2035 , (ii) U.S. federal net operating loss carryforwards of $740 million that expire between 2030 and 2034 , and (iii) Spanish net operating loss carryforwards of $549 million that can be carried forward indefinitely.

On the basis of available information at December 31, 2015 , including positive and negative evidence, FCX has provided valuation allowances for certain of its deferred tax assets where it believes it is more likely than not that some portion or all of such assets will not be realized. Valuation allowances totaled $4.2 billion at December 31, 2015 , covering U.S. federal and state deferred tax assets, including all of FCX's U.S. foreign tax credit carryforwards, U.S. minimum tax credit carryforwards, foreign net operating loss carryforwards, and a portion of FCX's U.S. federal and state net operating loss carryforwards. Valuation allowances totaled $2.4 billion at December 31, 2014 , and covered a portion of FCX's U.S. foreign tax credit carryforwards, foreign net operating loss carryforwards, U.S. state net operating loss carryforwards and U.S. state deferred tax assets.

The valuation allowance related to FCX’s U.S. foreign tax credits totaled $1.6 billion at December 31, 2015. FCX has operations in tax jurisdictions where statutory income taxes and withholding taxes combine to create effective tax rates in excess of the U.S. federal income tax liability that is due upon repatriation of foreign earnings. As a result, FCX continues to generate foreign tax credits for which no benefit is expected to be realized. In addition, any foreign income taxes currently accrued or paid on unremitted foreign earnings may result in additional future foreign tax credits for which no benefit is expected to be realized upon repatriation of the related earnings. A full valuation allowance will continue to be carried on these excess U.S. foreign tax credit carryforwards until such time that FCX believes it has a prudent and feasible means of securing the benefit of U.S. foreign tax credit carryforwards that can be implemented.

The valuation allowance related to FCX’s U.S. federal and state deferred tax assets totaled $1.4 billion at December 31, 2015. Deferred tax assets represent future deductions for which a benefit will only be realized to the extent future tax liability is generated in the same tax period during which the future tax deduction occurs. FCX


177


develops an estimate of which future tax deductions will be realized within a tax period generating sufficient tax liability. A valuation allowance is provided to the extent that sufficient tax liability does not exist in any given tax period. As of December 31, 2015, sufficient positive evidence was not available to support realization of all benefits related to future tax deductible amounts.
 
The valuation allowance related to FCX’s U.S. federal minimum tax credit carryforwards totaled $569 million at December 31, 2015. U.S. minimum tax credit carryforwards can be carried forward indefinitely, but can only be used to the extent that U.S. regular tax liability exceeds U.S. alternative minimum tax liability in any given year. FCX does not currently expect to generate U.S. regular tax liability in excess of U.S. alternative minimum tax liability.

The valuation allowance related to FCX’s U.S. federal, state and foreign net operating loss carryforwards totaled $525 million at December 31, 2015. The valuation allowance is primarily related to mining, and oil and gas operations that are not currently expected to generate taxable income in an amount sufficient to utilize existing net operating losses prior to their expiration dates.

Valuation allowances will continue to be carried on U.S. federal and state deferred tax assets, U.S. federal minimum tax credit carryforwards and U.S. federal, state and foreign net operating losses until such time that FCX generates taxable income against which any of the assets or carryforwards can be used, forecasts of future income provide sufficient positive evidence to support reversal of the valuation allowances or FCX identifies a prudent and feasible means of securing the benefit of the assets or carryforwards that can be implemented.

The $1.7 billion net increase in the valuation allowances during 2015 primarily included a $3.3 billion increase to the valuation allowances mainly related to impairments of U.S. oil and gas properties, partially offset by a $1.5 billion decrease in the valuation allowance against tax credit carryforwards that will no longer be available for use because of the termination of PT-FI’s Delaware domestication.

World market prices for commodities have fluctuated historically. At December 31, 2015 , market prices for copper, gold, molybdenum and oil were below their twelve-month historical averages. Future market prices at or below 2015 year-end prices may result in valuation allowances provided on additional deferred tax assets.

In 2010, the Chilean legislature approved an increase in mining royalty taxes to help fund earthquake reconstruction activities, education and health programs. Mining royalty taxes at FCX’s El Abra mine are 4 percent for the years 2013 through 2017. Beginning in 2018 and through 2023, rates will move to a sliding scale of 5 to 14 percent (depending on a defined operational margin).

In September 2014, the Chilean legislature approved a tax reform package that implemented a dual tax system, which was amended in January 2016. Under previous rules, FCX’s share of income from Chilean operations was subject to an effective 35 percent tax rate allocated between income taxes and dividend withholding taxes. Under the amended tax reform package, FCX's Chilean operation is subject to the "Partially-Integrated System," resulting in FCX’s share of income from El Abra being subject to progressively increasing effective tax rates of 35 percent through 2019 and 44.5 percent in 2020 and thereafter.

In December 2014, the Peruvian parliament passed tax legislation intended to stimulate the economy. Under the legislation, the corporate income tax rate progressively decreases from 30 percent in 2014 to 26 percent in 2019 and thereafter. In addition, the dividend tax rate on distributions progressively increases from 4.1 percent in 2014 to 9.3 percent in 2019 and thereafter. Cerro Verde's current mining stability agreement subjects FCX to a stable income tax rate of 32 percent through the expiration of the agreement on December 31, 2028 . The tax rate on dividend distributions is not stabilized by the agreement.

FCX accounts for uncertain income tax positions using a threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FCX’s policy associated with uncertain tax positions is to record accrued interest in interest expense and accrued penalties in other income and expenses rather than in the provision for income taxes.




178


A summary of the activities associated with FCX’s reserve for unrecognized tax benefits for the years ended December 31 follows:
 
2015
 
2014
 
2013
Balance at beginning of year
$
104

 
$
110

 
$
138

Additions:
 
 
 
 
 
Prior year tax positions
7

 
4

 
18

Current year tax positions
11

 
11

 
14

Acquisition of PXP

 

 
5

Decreases:
 
 
 
 
 
Prior year tax positions
(6
)
 
(12
)
 
(37
)
Settlements with taxing authorities

 
(9
)
 

Lapse of statute of limitations
(6
)
 

 
(28
)
Balance at end of year
$
110

 
$
104

 
$
110


The total amount of accrued interest associated with unrecognized tax benefits included in the consolidated balance sheets was $16 million at December 31, 2015 , $15 million at December 31, 2014, and $21 million at December 31, 2013. There were no penalties associated with unrecognized tax benefits for the three years ended December 31, 2015 .

The reserve for unrecognized tax benefits of $110 million at December 31, 2015 , included $107 million ( $101 million net of income tax benefits) that, if recognized, would reduce FCX’s provision for income taxes. Changes to the reserve for unrecognized tax benefits associated with current and prior year tax positions were primarily related to uncertainties associated with FCX ' s cost recovery methods and deductibility of social welfare payments. Additionally, changes in prior year tax positions were related to uncertainties associated with FCX's deductibility of expenses allocated to subsidiaries. Changes to the reserve for unrecognized tax benefits associated with the lapse of statute of limitations were primarily related to the deductibility of worthless stock. There continues to be uncertainty related to the timing of settlements with taxing authorities, but if additional settlements are agreed upon during the year 2016 , FCX could experience a change in its reserve for unrecognized tax benefits.

FCX or its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The tax years for FCX's major tax jurisdictions that remain subject to examination are as follows:
Jurisdiction
 
Years Subject to Examination
 
Additional Open Years
U.S. Federal
 
2007-2013
 
2014-2015
Indonesia
 
2007-2008, 2011-2012, 2014
 
2013, 2015
Peru
 
2011
 
2012-2015
Chile
 
2013-2014
 
2015
DRC
 
None
 
2013-2015

NOTE 12. CONTINGENCIES
Environmental. FCX subsidiaries are subject to various national, state and local environmental laws and regulations that govern emissions of air pollutants; discharges of water pollutants; generation, handling, storage and disposal of hazardous substances, hazardous wastes and other toxic materials; and remediation, restoration and reclamation of environmental contamination. FCX subsidiaries that operate in the U.S. also are subject to potential liabilities arising under CERCLA and similar state laws that impose responsibility on current and previous owners and operators of a facility for the remediation of hazardous substances released from the facility into the environment, including damages to natural resources, in some cases irrespective of when the damage to the environment occurred or who caused it. Remediation liability also extends to persons who arranged for the disposal of hazardous substances or transported the hazardous substances to a disposal site selected by the transporter. These liabilities are often shared on a joint and several basis, meaning that each responsible party is fully responsible for the remediation, if some or all of the other historical owners or operators no longer exist, do not have the financial ability to respond or cannot be found. As a result, because of FCX’s acquisition of FMC in 2007, many of the subsidiary companies FCX now owns are responsible for a wide variety of environmental remediation projects throughout the U.S., and FCX expects to spend substantial sums annually for many years to address those remediation issues. Certain FCX subsidiaries have been advised by the U.S. Environmental Protection Agency (EPA), the Department of the Interior, the Department of Agriculture and various state agencies that, under


179


CERCLA or similar state laws and regulations, they may be liable for costs of responding to environmental conditions at a number of sites that have been or are being investigated to determine whether releases of hazardous substances have occurred and, if so, to develop and implement remedial actions to address environmental concerns. FCX is also subject to claims where the release of hazardous substances is alleged to have damaged natural resources (NRD) and to litigation by individuals allegedly exposed to hazardous substances. As of December 31, 2015 , FCX had more than 100 active remediation projects, including NRD claims, in 26 U.S. states.

A summary of changes in estimated environmental obligations for the years ended December 31 follows:
 
2015
 
2014
 
2013
Balance at beginning of year
$
1,174

 
$
1,167

 
$
1,222

Accretion expense a
78

 
77

 
79

Additions
33

 
16

 
73

Reductions b
(3
)
 
(6
)
 
(77
)
Spending
(67
)
 
(80
)
 
(130
)
Balance at end of year
1,215

 
1,174

 
1,167

Less current portion
(100
)
 
(105
)
 
(121
)
Long-term portion
$
1,115

 
$
1,069

 
$
1,046

a.
Represents accretion of the fair value of environmental obligations assumed in the 2007 acquisition of FMC, which were determined on a discounted cash flow basis.
b.
Reductions primarily reflect revisions for changes in the anticipated scope and timing of projects and other noncash adjustments.

Estimated future environmental cash payments (on an undiscounted and unescalated basis) total $100 million in 2016 , $127 million in 2017 , $104 million in 2018 , $92 million in 2019 , $85 million in 2020 and $1.8 billion thereafter. The amount and timing of these estimated payments will change as a result of changes in regulatory requirements, changes in scope and timing of remediation activities, the settlement of environmental matters and as actual spending occurs.

At December 31, 2015 , FCX’s environmental obligations totaled $1.2 billion , including $1.1 billion recorded on a discounted basis for those obligations assumed in the FMC acquisition at fair value. On an undiscounted and unescalated basis, these obligations totaled $2.3 billion . FCX estimates it is reasonably possible that these obligations could range between $2.1 billion and $2.7 billion on an undiscounted and unescalated basis.

At December 31, 2015 , the most significant environmental obligations were associated with the Pinal Creek site in Arizona; the Newtown Creek site in New York City; historical smelter sites principally located in Arizona, Kansas, New Jersey, Oklahoma and Pennsylvania; and uranium mining sites in the western U.S. The recorded environmental obligations for these sites totaled $1.0 billion at December 31, 2015 . FCX may also be subject to litigation brought by private parties, regulators and local governmental authorities related to these historical sites. A discussion of these sites follows.

Pinal Creek. The Pinal Creek site was listed under the Arizona Department of Environmental Quality’s (ADEQ) Water Quality Assurance Revolving Fund program in 1989 for contamination in the shallow alluvial aquifers within the Pinal Creek drainage near Miami, Arizona. Since that time, environmental remediation was performed by members of the Pinal Creek Group (PCG), consisting of FMC Miami, Inc. (Miami), a wholly owned subsidiary of FCX, and two other companies. Pursuant to a 2010 settlement agreement, Miami agreed to take full responsibility for future groundwater remediation at the Pinal Creek site, with limited exceptions. Remediation work consisting of both capping (earthwork) and groundwater extraction and treatment continues and is expected to continue for many years in the future.

Newtown Creek. From the 1930s until 1964, Phelps Dodge Refining Corporation (PDRC), a subsidiary of FCX, operated a copper smelter and, from the 1930s until 1984, operated a copper refinery on the banks of Newtown Creek (the creek), which is a 3.5-mile-long waterway that forms part of the boundary between Brooklyn and Queens in New York City. Heavy industrialization along the banks of the creek and discharges from the City of New York’s sewer system over more than a century resulted in significant environmental contamination of the waterway. In 2010, EPA notified PDRC, four other companies and the City of New York that EPA considers them to be PRPs under CERCLA. The notified parties began working with EPA to identify other PRPs, and EPA proposed that the notified parties perform a remedial investigation/feasibility study (RI/FS) at their expense and reimburse EPA for its


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oversight costs. EPA is not expected to propose a remedy until after the RI/FS is completed. Additionally, in 2010, EPA designated the creek as a Superfund site, and in 2011, PDRC and five other parties entered an Administrative Order on Consent (AOC) to perform the RI/FS to assess the nature and extent of environmental contamination in the creek and identify potential remedial options. The parties ' RI/FS work under the AOC and their efforts to identify other PRPs are ongoing; the RI is expected to be completed in late 2016, with the FS approved by EPA in 2019, and remedial action could possibly begin in 2022. The actual costs of fulfilling this remedial obligation and the allocation of costs among PRPs are uncertain and subject to change based on the results of the RI/FS, the remediation remedy ultimately selected by EPA and related allocation determinations. The overall cost and the portion ultimately allocated to PDRC could be material to FCX and significantly exceed the amount currently reserved for this contingency.

Historical Smelter Sites . FCX subsidiaries and their predecessors at various times owned or operated copper, zinc and lead smelters in states including Arizona, Kansas, Missouri, New Jersey, Oklahoma and Pennsylvania. For some of these smelter sites, certain FCX subsidiaries have been advised by EPA or state agencies that they may be liable for costs of investigating and, if appropriate, remediating environmental conditions associated with the smelters. At other sites, certain FCX subsidiaries have entered into state voluntary remediation programs to investigate and, if appropriate, remediate onsite and offsite conditions associated with the smelters. The historical smelter sites are in various stages of assessment and remediation. At some of these sites, disputes with local residents and elected officials regarding alleged health effects or the effectiveness of remediation efforts have resulted in litigation of various types, and similar litigation at other sites is possible.

Uranium Mining Sites.  During a period between 1940 and the early 1970s, certain FCX subsidiaries and their predecessors were involved in uranium exploration and mining in the western U.S., primarily on federal and tribal lands in the Four Corners region of the southwest. Similar exploration and mining activities by other companies have also caused environmental impacts warranting remediation, and EPA and local authorities are currently evaluating the need for significant cleanup activities in the region. To date, FCX has undertaken remediation work at a limited number of sites associated with these predecessor entities. During 2014, FCX initiated reconnaissance work at a limited number of historic mining sites on federal lands, which continued in 2015; approximately 20 percent of FCX's known federal sites have been initially evaluated. FCX expects to increase those activities over the next several years in order to identify sites for possible future investigation and remediation. During 2014, FCX also initiated discussions with federal and tribal representatives regarding a potential phased program to investigate and remediate historic uranium sites on tribal lands in the Four Corners region. Those discussions continued in 2015, when FCX also initiated discussions with the Department of Justice regarding the possible federal government's share of the liability on tribal lands.

AROs. FCX’s ARO estimates are reflected on a third-party cost basis and are based on FCX’s legal obligation to retire tangible, long-lived assets. A summary of changes in FCX’s AROs for the years ended December 31 follows:
 
2015
 
2014
 
2013
Balance at beginning of year
$
2,769

 
$
2,328

 
$
1,146

Liabilities assumed in the acquisitions of PXP and MMR a

 

 
1,028

Liabilities incurred
98

 
430

b  
45

Settlements and revisions to cash flow estimates, net
(66
)
 
65

 
123

Accretion expense
131

 
117

 
95

Dispositions

 
(61
)
 

Spending
(133
)
 
(99
)
 
(107
)
Other
(3
)
 
(11
)
 
(2
)
Balance at end of year
2,796

 
2,769

 
2,328

Less current portion
(172
)
 
(191
)
 
(115
)
Long-term portion
$
2,624

 
$
2,578

 
$
2,213

a.
The fair value of AROs assumed in the acquisitions of PXP and MMR ( $741 million and $287 million , respectively) were estimated based on projected cash flows, an estimated long-term annual inflation rate of 2.5 percent and discount rates based on FCX's estimated credit-adjusted, risk-free interest rates ranging from 1.3 percent to 6.3 percent .
b.
Primarily reflects updates to the closure approach to reclaim an overburden stockpile in Indonesia.

ARO costs may increase or decrease significantly in the future as a result of changes in regulations, changes in engineering designs and technology, permit modifications or updates, changes in mine plans, changes in drilling plans, settlements, inflation or other factors and as reclamation spending occurs. ARO activities and expenditures for mining operations generally are made over an extended period of time commencing near the end of the mine


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life; however, certain reclamation activities may be accelerated if legally required or if determined to be economically beneficial. The methods used or required to plug and abandon non-producing oil and gas wellbores, remove platforms, tanks, production equipment and flow lines, and restore wellsites could change over time.

New Mexico, Arizona, Colorado and other states require financial assurance to be provided for the estimated costs of mine reclamation and closure, including groundwater quality protection programs. FCX has satisfied financial assurance requirements by using a variety of mechanisms, primarily involving parent company performance guarantees and financial capability demonstrations, but also including trust funds, surety bonds, letters of credit and other collateral. The applicable regulations specify financial strength tests that are designed to confirm a company’s or guarantor’s financial capability to fund estimated reclamation and closure costs. The amount of financial assurance FCX is required to provide will vary with changes in laws, regulations, reclamation and closure requirements, and cost estimates. At December 31, 2015 , FCX’s financial assurance obligations associated with these closure and reclamation/restoration costs totaled $994 million , of which $617 million was in the form of guarantees issued by FCX and financial capability demonstrations of FCX. At December 31, 2015 , FCX had trust assets totaling $169 million (included in other assets), which are legally restricted to be used to satisfy its financial assurance obligations for its mining properties in New Mexico. In addition, FCX has financial assurance obligations for its oil and gas properties associated with plugging and abandoning wells and facilities totaling $1.5 billion . Where oil and gas guarantees associated with the Bureau of Ocean Energy Management do not include a stated cap, the amounts reflect management's estimates of the potential exposure.

New Mexico Environmental and Reclamation Programs. FCX’s New Mexico operations are regulated under the New Mexico Water Quality Act and regulations adopted by the Water Quality Control Commission (WQCC). In connection with discharge permits, the New Mexico Environment Department (NMED) has required each of these operations to submit closure plans for NMED’s approval. The closure plans must include measures to assure meeting applicable groundwater quality standards following the closure of discharging facilities and to abate groundwater or surface water contamination to meet applicable standards. In 2013, the WQCC adopted Supplemental Permitting Requirements for Copper Mining Facilities, which became effective on December 1, 2013, and specify closure requirements for copper mine facilities. The rules were adopted after an extensive stakeholder process in which FCX participated and were jointly supported by FCX and NMED. The rules are currently being challenged in the New Mexico Supreme Court by certain environmental organizations and the New Mexico Attorney General. Finalized closure plan requirements, including those resulting from application of the 2013 rules or the application of different standards if the rules are invalidated by the New Mexico Supreme Court, could result in material increases in closure costs for FCX's New Mexico operations.

FCX’s New Mexico operations also are subject to regulation under the 1993 New Mexico Mining Act (the Mining Act) and the related rules that are administered by the Mining and Minerals Division (MMD) of the New Mexico Energy, Minerals and Natural Resources Department. Under the Mining Act, mines are required to obtain approval of plans describing the reclamation to be performed following cessation of mining operations. At December 31, 2015 , FCX had accrued reclamation and closure costs of $451 million for its New Mexico operations. As stated above, additional accruals may be required based on the state’s periodic review of FCX’s updated closure plans and any resulting permit conditions, and the amount of those accruals could be material.

Arizona Environmental and Reclamation Programs. FCX’s Arizona properties are subject to regulatory oversight in several areas. ADEQ has adopted regulations for its aquifer protection permit (APP) program that require permits for, among other things, certain facilities, activities and structures used for mining, leaching, concentrating and smelting, and require compliance with aquifer water quality standards at an applicable point of compliance well or location during both operations and closure. The APP program also may require mitigation and discharge reduction or elimination of some discharges.

An application for an APP requires a proposed closure strategy that will meet applicable groundwater protection requirements following cessation of operations and an estimate of the cost to implement the closure strategy. An APP may specify closure requirements, which may include post-closure monitoring and maintenance. A more detailed closure plan must be submitted within 90 days after a permitted entity notifies ADEQ of its intent to cease operations. A permit applicant must demonstrate its financial ability to meet the closure costs approved by ADEQ. In 2014, the state enacted legislation requiring closure costs for facilities covered by aquifer protection permits to be updated no more frequently than every five years and financial assurance mechanisms to be updated no more frequently than every two years. While some closure cost updates will occur in the normal course as modifications to aquifer protection permits, ADEQ has not yet formally notified FCX regarding the timetable for updating other closure cost estimates and financial assurance mechanisms for FCX's Arizona mine sites. In 2015, amendments to


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aquifer protection permits were submitted to ADEQ for Safford and Sierrita, which will result in increased closure costs. FCX may be required to begin updating its closure cost estimates at other Arizona sites in 2016.

Portions of Arizona mining facilities that operated after January 1, 1986, also are subject to the Arizona Mined Land Reclamation Act (AMLRA). AMLRA requires reclamation to achieve stability and safety consistent with post-mining land use objectives specified in a reclamation plan. Reclamation plans must be approved by the State Mine Inspector and must include an estimate of the cost to perform the reclamation measures specified in the plan along with financial assurance. FCX will continue to evaluate options for future reclamation and closure activities at its operating and non-operating sites, which are likely to result in adjustments to FCX’s ARO liabilities, and those adjustments could be material. At December 31, 2015 , FCX had accrued reclamation and closure costs of $298 million for its Arizona operations.

Colorado Reclamation Programs.  FCX ' s Colorado operations are regulated by the Colorado Mined Land Reclamation Act (Reclamation Act) and regulations promulgated thereunder. Under the Reclamation Act, mines are required to obtain approval of plans for reclamation of lands affected by mining operations to be performed during mining or upon cessation of mining operations. During 2015, the Colorado Division of Reclamation Mining & Safety (DRMS) approved an increase in Henderson's closure costs, principally to address long-term water management. As of December 31, 2015 , FCX had accrued reclamation and closure costs of $66 million for its Colorado operations.

Chilean Reclamation and Closure Programs. In July 2011, the Chilean senate passed legislation regulating mine closure, which establishes new requirements for closure plans and became effective in November 2012. FCX's El Abra operation submitted updated closure cost estimates based on the existing approved closure plan in November 2014. At December 31, 2015 , FCX had accrued reclamation and closure costs of $51 million for its El Abra operation.

Peruvian Reclamation and Closure Programs . Cerro Verde is subject to regulation under the Mine Closure Law administered by the Peruvian Ministry of Energy and Mines. Under the closure regulations, mines must submit a closure plan that includes the reclamation methods, closure cost estimates, methods of control and verification, closure and post-closure plans, and financial assurance. The latest closure plan and cost estimate for the Cerro Verde mine expansion were submitted to the Peruvian regulatory authorities in November 2013. At December 31, 2015 , Cerro Verde had accrued reclamation and closure costs of $106 million .

Indonesian Reclamation and Closure Programs.  The ultimate amount of reclamation and closure costs to be incurred at PT-FI’s operations will be determined based on applicable laws and regulations and PT-FI’s assessment of appropriate remedial activities in the circumstances, after consultation with governmental authorities, affected local residents and other affected parties and cannot currently be projected with precision. Some reclamation costs will be incurred during mining activities, while the remaining reclamation costs will be incurred at the end of mining activities, which are currently estimated to continue for approximately 25 years. During 2014, PT-FI updated its closure approach for an overburden stockpile, which resulted in an increase in the estimated closure costs of $403 million . At December 31, 2015 , PT-FI had accrued reclamation and closure costs of $674 million .

In 1996, PT-FI began contributing to a cash fund ( $21 million balance at December 31, 2015 , which is included in other assets) designed to accumulate at least $100 million (including interest) by the end of its Indonesia mining activities. PT-FI plans to use this fund, including accrued interest, to pay mine closure and reclamation costs or satisfy a portion of Indonesian financial requirements under recently issued regulations. Any costs in excess of the $100 million fund would be funded by operational cash flow or other sources.

In December 2009, PT-FI submitted its revised mine closure plan to the Department of Energy and Mineral Resources for review and addressed comments received during the course of this review process. In December 2010, the Indonesian government issued a regulation regarding mine reclamation and closure, which requires a company to provide a mine closure guarantee in the form of a time deposit placed in a state-owned bank in Indonesia. In accordance with its COW, PT-FI is working with the Department of Energy and Mineral Resources to review these requirements, including discussion of other options for the mine closure guarantee.

Oil and Gas Properties. Substantially all of FM O&G's oil and gas leases require that, upon termination of economic production, the working interest owners plug and abandon non-producing wellbores, remove equipment and facilities from leased acreage, and restore land in accordance with applicable local, state and federal laws. FM O&G operating areas include the GOM, offshore and onshore California, the Gulf Coast and the Rocky Mountain area.


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FM O&G AROs cover more than 6,400 wells and more than 180 platforms and other structures. During 2015, liabilities incurred for FM O&G totaled $79 million for new wells primarily in the GOM area. At December 31, 2015 , FM O&G had accrued $1.1 billion associated with its AROs.

Litigation. FCX is involved in numerous legal proceedings that arise in the ordinary course of business or are associated with environmental issues arising from legacy operations conducted over the years by FMC and its affiliates as discussed in this note under “Environmental.” FCX is also involved periodically in other reviews, investigations and proceedings by government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief. Management does not believe, based on currently available information, that the outcome of any legal proceeding reported below will have a material adverse effect on FCX's financial condition, although individual outcomes could be material to FCX's operating results for a particular period, depending on the nature and magnitude of the outcome and the operating results for the period.

Asbestos Claims. Since approximately 1990, FMC and various subsidiaries have been named as defendants in a large number of lawsuits that claim personal injury either from exposure to asbestos allegedly contained in electrical wire products produced or marketed many years ago or from asbestos contained in buildings and facilities located at properties owned or operated by FMC affiliates, or from alleged asbestos in talc products. Many of these suits involve a large number of codefendants. Based on litigation results to date and facts currently known, FCX believes there is a reasonable possibility that losses may have been incurred related to these matters; however, FCX also believes that the amounts of any such losses, individually or in the aggregate, are not material to its consolidated financial statements. There can be no assurance, however, that future developments will not alter this conclusion.

Shareholder Litigation. On January 15, 2015, a Stipulation and Agreement of Settlement, Compromise and Release
(Stipulation) was entered into with respect to the consolidated stockholder derivative litigation captioned In Re Freeport-McMoRan Copper & Gold Inc. Derivative Litigation , No. 8145-VCN. This settlement resolved all derivative claims against directors and officers of FCX challenging FCX's 2013 acquisitions of PXP and MMR. During 2015, insurers under FCX’s directors and officers liability insurance policies and other third parties funded the $125 million settlement amount that, net of plaintiffs’ legal fees and expenses, resulted in the recognition of a gain of $92 million (included in other income (expense)). In accordance with the approved settlement terms, FCX's Board declared a special dividend that was paid on August 3, 2015.

Pursuant to the settlement, FCX’s Board also approved and agreed to keep in effect for at least three years corporate governance enhancements specified in the Stipulation. These corporate governance enhancements include agreements by FCX to maintain and/or establish (i) a lead independent director position, (ii) an independent executive committee, (iii) solely independent directors on each of the executive, corporate responsibility, audit, compensation, and nominating and governance committees, and (iv) certain procedures or policies relating to the selection of members of special committees, approval of related-party transactions and executive compensation.

Tax and Other Matters. FCX's operations are in multiple jurisdictions where uncertainties arise in the application of complex tax regulations. Some of these tax regimes are defined by contractual agreements with the local government, while others are defined by general tax laws and regulations. FCX and its subsidiaries are subject to reviews of its income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. The final taxes paid may be dependent upon many factors, including negotiations with taxing authorities. In certain jurisdictions, FCX must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if FCX believes the amount is collectible.

Cerro Verde Royalty Dispute. SUNAT, the Peruvian national tax authority, has assessed mining royalties on ore processed by the Cerro Verde concentrator, which commenced operations in late 2006. These assessments cover the period December 2006 to December 2007 and the years 2008 and 2009.

In July 2013, the Peruvian Tax Tribunal issued two decisions affirming SUNAT's assessments for the period December 2006 through December 2008. In September 2013, Cerro Verde filed judiciary appeals related to the assessments because it believes that its 1998 stability agreement exempts from royalties all minerals extracted from its mining concession, irrespective of the method used for processing those minerals. With respect to the judiciary appeal related to assessments for the year 2008, on December 17, 2014, Peru's Eighteenth Contentious Administrative Court, which specializes in taxation matters, rendered its decision upholding Cerro Verde's position and declaring the Tax Tribunal's resolution invalid. On December 31, 2014, SUNAT and the Tax Tribunal appealed this decision. On January 29, 2016, Peru’s Sixth Contentious Administrative Chamber of the Appellate Court


184


nullified the decision of the Eighteenth Contentious Administrative Court. Cerro Verde will appeal the decision to the Peruvian Supreme Court. Although FCX believes Cerro Verde's interpretation of the stability agreement is correct, if Cerro Verde is ultimately found responsible for these assessments, it may also be liable for penalties and interest, which accrues at rates that range from approximately 7 percent to 18 percent based on the year accrued and the currency in which the amounts would be payable.

In October 2013, SUNAT served Cerro Verde with a demand for payment based on the Peruvian Tax Tribunal’s decisions for the period December 2006 through December 2008. The aggregate amount of these assessments totals $179 million (based on the exchange rate as of December 31, 2015 ), including estimated accumulated interest and penalties. As permitted by law, Cerro Verde requested and was granted an installment payment program that deferred payment for six months and thereafter required 66 equal monthly payments. Through December 31, 2015 , Cerro Verde has made payments totaling $64 million (based on exchange rates as of the dates of payment) under the installment program, which are included in other assets in the consolidated balance sheet. In July 2013, a hearing on SUNAT's assessment for 2009 was held, but no decision has been issued by the Tax Tribunal for that year.

The aggregate amount of the assessment for 2009 totals $72 million (based on the exchange rate as of December 31, 2015 ), including estimated accumulated interest and penalties.

SUNAT may make additional assessments for mining royalties and associated penalties and interest for the years 2010 through 2013, which Cerro Verde will contest. FCX estimates the total exposure associated with the assessments for mining royalties discussed above for the period from December 2006 through December 2009, and for the years 2010 through 2013 approximates $500 million (based on the exchange rate as of December 31, 2015 ), including estimated accumulated interest and penalties. No amounts have been accrued for these assessments or the installment payment program as of December 31, 2015, because Cerro Verde believes its 1998 stability agreement exempts it from these royalties and believes any payments will be recoverable.

Other Peruvian Tax Matters. Cerro Verde has also received assessments from SUNAT for additional taxes, penalties and interest related to various audit exceptions for income and other taxes. Cerro Verde has filed or will file objections to the assessments because it believes it has properly determined and paid its taxes. A summary of these assessments follows:
Tax Year
 
Tax Assessment
 
Penalty and Interest Assessment
 
Total
 
2002 to 2005
 
$
16

 
$
53

 
$
69

 
2006
 
7

 
47

 
54

 
2007
 
12

 
18

 
30

 
2008
 
21

 
13

 
34

 
2009
 
56

 
48

 
104

 
2010
 
66

 
89

 
155

 
2014
 
5

 

 
5

 
2015
 
4

 

 
4

 
 
 
$
187

 
$
268

 
$
455

 

As of December 31, 2015 , Cerro Verde had paid $181 million (included in other assets) on these disputed tax assessments, which it believes is collectible. No amounts have been accrued for these assessments.



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Indonesia Tax Matters. PT-FI has received assessments from the Indonesian tax authorities for additional taxes and interest related to various audit exceptions for income and other taxes. PT-FI has filed objections to the assessments because it believes it has properly determined and paid its taxes. A summary of these assessments follows:
Tax Year
 
Tax Assessment
 
Interest Assessment
 
Total
2005
 
$
103

 
$
49

 
$
152

2006
 
22

 
10

 
32

2007
 
91

 
44

 
135

2008
 
62

 
52

 
114

2011
 
56

 
13

 
69

2012
 
137

 

 
137

 
 
$
471

 
$
168

 
$
639


Required estimated income tax payments for 2011 significantly exceeded PT-FI’s 2011 reported income tax liability, which resulted in a $313 million overpayment. During 2013, the Indonesian tax authorities agreed to refund $291 million associated with income tax overpayments made by PT-FI for 2011, and PT-FI filed objections for the remaining $22 million that it believes it is due. PT-FI received a cash refund of $165 million in July 2013, and the Indonesian tax authorities withheld $126 million of the 2011 overpayment for unrelated assessments from 2005 and 2007, which PT-FI is disputing.

Required estimated income tax payments for 2012 significantly exceeded PT-FI’s 2012 reported income tax liability, which resulted in a $303 million overpayment. During second-quarter 2014, the Indonesian tax authorities issued tax assessments for 2012 of $137 million and other offsets of $15 million , and refunded the balance of $151 million (before foreign exchange adjustments). PT-FI filed objections and will use other means available under Indonesian tax laws and regulations to recover all overpayments that remain in dispute.

As of December 31, 2015 , PT-FI had paid $259 million (of which $209 million was included in other assets) on disputed tax assessments, which it believes are collectible. In addition, PT-FI has $285 million (included in income and other tax receivables) for overpayments of 2014 income taxes and $106 million (included in other assets) for overpayments of 2015 income taxes.

In December 2009, PT-FI was notified by Indonesian tax authorities that PT-FI was obligated to pay value added taxes on certain goods imported after the year 2000. In December 2014, PT-FI paid $269 million for value added taxes for the period from November 2005 through 2009 and sought a refund. In January 2016, PT-FI received audit findings confirming the refund amount, which based on the exchange rate as of December 31, 2015, is expected to be $215 million (included in income and other tax receivables in the consolidated balance sheet at December 31, 2015 ).

PT-FI received assessments from the local regional tax authority in Papua, Indonesia, for additional taxes and penalties related to surface water taxes for the period from January 2011 through December 2015. PT-FI has filed or will file objections to these assessments. The local government of Papua rejected PT-FI’s objections to the assessments related to the period from January 2011 through July 2015, and PT-FI filed appeals with the Indonesian tax court for these periods. The aggregate amount of all assessments received through February 19, 2016, including penalties, was 2.7 trillion Indonesian rupiah ( $197 million based on the exchange rate as of December 31, 2015). Additional penalties, which could be significant, may be assessed depending on the outcome of the appeals process. No amounts have been accrued for these assessments as of December 31, 2015, because PT-FI believes its COW exempts it from these payments and that it has the right to contest these assessments in the tax court and ultimately the Indonesian Supreme Court.

Letters of Credit, Bank Guarantees and Surety Bonds.   Letters of credit and bank guarantees totaled $300 million at December 31, 2015 , primarily for the Cerro Verde royalty dispute (refer to discussion above), environmental and asset retirement obligations, workers’ compensation insurance programs, tax and customs obligations, and other commercial obligations. In addition, FCX had surety bonds totaling $276 million at December 31, 2015 , associated with environmental and asset retirement obligations ( $217 million ), self-insurance bonds primarily for workers’ compensation ( $21 million ) and other bonds ( $38 million ).



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Insurance.   FCX purchases a variety of insurance products to mitigate potential losses, which typically have specified deductible amounts or self-insured retentions and policy limits. FCX generally is self-insured for U.S. workers’ compensation, but purchases excess insurance up to statutory limits. An actuarial analysis is performed twice a year on the various casualty insurance programs covering FCX's U.S.-based mining operations, including workers’ compensation, to estimate expected losses. At December 31, 2015 , expected losses under these insurance programs totaled $66 million , which consisted of a current portion of $7 million (included in accounts payable and accrued liabilities) and a long-term portion of $59 million (included in other liabilities).

FCX's oil and gas operations are subject to all of the risks normally incident to the exploration for and the production of oil and gas, including well blowouts, cratering, explosions, oil spills, releases of gas or well fluids, fires, pollution and releases of toxic gas, each of which could result in damage to or destruction of oil and gas wells, production facilities or other property or injury to persons. Although FCX maintains insurance coverage considered to be customary in the oil and gas industry, FCX is not fully insured against all risks either because insurance is not available or because of high premium costs. FCX is self-insured for named windstorms in the GOM. FCX's insurance policies provide limited coverage for losses or liabilities relating to pollution, with broader coverage for sudden and accidental occurrences.

NOTE 13.  COMMITMENTS AND GUARANTEES
Operating Leases.   FCX leases various types of properties, including offices, aircraft and equipment. Future minimum rentals under non-cancelable leases at December 31, 2015 , total $54 million in 2016, $49 million in 2017, $40 million in 2018, $25 million in 2019, $23 million in 2020 and $146 million thereafter. Minimum payments under operating leases have not been reduced by aggregate minimum sublease rentals, which are minimal. Total aggregate rental expense under operating leases was $89 million in 2015 and $96 million in both 2014 and 2013 .

Contractual Obligations.   Based on applicable prices at December 31, 2015 , FCX has unconditional purchase obligations of $3.9 billion , primarily comprising minimum commitments for deepwater drillships ( $1.2 billion ), the procurement of copper concentrate ( $854 million ), transportation services ( $671 million ) and electricity ( $601 million ). Some of FCX’s unconditional purchase obligations are settled based on the prevailing market rate for the service or commodity purchased. In some cases, the amount of the actual obligation may change over time because of market conditions. Drillship obligations provide for an operating rate over the contractual term. Transportation obligations are primarily for South America contracted ocean freight and FM O&G contracted rates for natural gas and crude oil gathering systems. Obligations for copper concentrate provide for deliveries of specified volumes to Atlantic Copper at market-based prices. Electricity obligations are primarily for contractual minimum demand at the South America mines.

FCX’s future commitments associated with unconditional purchase obligations total $2.2 billion in 2016 , $0.9 billion in 2017 , $184 million in 2018 , $93 million in 2019 , $73 million in 2020 and $482 million thereafter. During the three-year period ended December 31, 2015 , FCX fulfilled its minimum contractual purchase obligations.

Mining Contracts — Indonesia. FCX is entitled to mine in Indonesia under the COW between PT-FI and the Indonesian government. The original COW was entered into in 1967 and was replaced with the current COW in 1991. The initial term of the current COW expires in 2021 but can be extended by PT-FI for two 10 -year periods subject to Indonesian government approval, which pursuant to the COW cannot be withheld or delayed unreasonably.

The copper royalty rate payable by PT-FI under its COW, prior to modifications discussed below as a result of the July 2014 Memorandum of Understanding (MOU), varied from 1.5 percent of copper net revenue at a copper price of $0.90 or less per pound to 3.5 percent at a copper price of $1.10 or more per pound. The COW royalty rate for gold and silver sales was at a fixed rate of 1.0 percent .

A large part of the mineral royalties under Indonesian government regulations is designated to the provinces from which the minerals are extracted. In connection with its fourth concentrator mill expansion completed in 1998, PT-FI agreed to pay the Indonesian government additional royalties (royalties not required by the COW) to provide further support to the local governments and to the people of the Indonesian province of Papua. The additional royalties were paid on production exceeding specified annual amounts of copper, gold and silver generated when PT-FI’s milling facilities operated above 200,000 metric tons of ore per day. The additional royalty for copper equaled the COW royalty rate, and for gold and silver equaled twice the COW royalty rates. Therefore, PT-FI’s royalty rate on copper net revenues from production above the agreed levels was double the COW royalty rate, and the royalty rates on gold and silver sales from production above the agreed levels were triple the COW royalty rates.


187



In January 2014, the Indonesian government published regulations that among other things imposed a progressive export duty on copper concentrate and restricts concentrate exports after January 12, 2017 . PT-FI’s COW authorizes it to export concentrate and specifies the taxes and other fiscal terms available to its operations. The COW states that PT-FI shall not be subject to taxes, duties or fees subsequently imposed or approved by the Indonesian government except as expressly provided in the COW. Additionally, PT-FI complied with the requirements of its COW for local processing by arranging for the construction and commissioning of Indonesia's only copper smelter and refinery, which is owned by PT Smelting (refer to Note 6 ). In July 2014, PT-FI entered into a MOU with the Indonesian government. Execution of the MOU enabled the resumption of concentrate exports in August 2014, which had been suspended since January 2014.

Under the MOU, PT-FI provided a $115 million assurance bond to support its commitment for smelter development, agreed to increase royalty rates to 4.0 percent for copper and 3.75 percent for gold from the previous rates of 3.5 percent for copper and 1.0 percent for gold, and agreed to pay export duties as set forth in a new regulation. The Indonesian government revised its January 2014 regulations regarding export duties, which were set at 7.5 percent , declining to 5.0 percent when smelter development progress exceeds 7.5 percent and are eliminated when development progress exceeds 30 percent . The MOU also anticipated an amendment of the COW within six months to address other matters; however, no terms of the COW other than those relating to the smelter bond, increased royalties and export duties were changed. In January 2015, the MOU was extended to July 25, 2015 , and it expired on that date. The increased royalty rates, export duties and smelter assurance bond remain in effect. PT-FI's royalties totaled $114 million in 2015, $115 million in 2014 and $109 million in 2013, and export duties totaled $109 million in 2015 and $77 million in 2014.

PT-FI is required to apply for renewal of export permits at six -month intervals. On July 29, 2015 , PT-FI's export permit was renewed through January 28, 2016 . In connection with the renewal, export duties were reduced to 5.0 percent as a result of smelter development progress. On February 9, 2016 , PT-FI's export permit was renewed through August 8, 2016 . PT-FI will continue to pay a five percent export duty on concentrate while it reviews its smelter progress with the Indonesian government.

PT-FI continues to engage in discussion with the Indonesian government regarding its COW and long-term operating rights. In October 2015, the Indonesian government provided a letter of assurance to PT-FI indicating that it will approve the extension of operations beyond 2021, and provide the same rights and the same level of legal and fiscal certainty provided under its current COW although that approval has not yet been received.

In connection with its COW negotiations and subject to concluding the agreement to extend PT-FI's operations beyond 2021 on acceptable terms, PT-FI has agreed to construct new smelter capacity in Indonesia and to divest an additional 20.64 percent interest in PT-FI at fair market value. PT-FI continues to advance plans for the smelter in parallel with completing its COW negotiations.

Mining Contracts — Africa . FCX is entitled to mine in the DRC under an Amended and Restated Mining Convention (ARMC) between TFM and the Government of the DRC. The original Mining Convention entered into in 1996 was replaced with the ARMC in 2005 and was further amended in 2010 (approved in 2011). The current ARMC will remain in effect for as long as the Tenke concessions are exploitable. The royalty rate payable by TFM under the ARMC is two percent of net revenue. These mining royalties totaled $25 million in 2015 and $29 million in both 2014 and 2013 .

Community Development Programs.   FCX has adopted policies that govern its working relationships with the communities where it operates. These policies are designed to guide its practices and programs in a manner that respects basic human rights and the culture of the local people impacted by FCX’s operations. FCX continues to make significant expenditures on community development, education, training and cultural programs.

In 1996, PT-FI established the Freeport Partnership Fund for Community Development (Partnership Fund) through which PT-FI has made available funding and technical assistance to support community development initiatives in the area of health, education and economic development of the area. PT-FI has committed through 2016 to provide one percent of its annual revenue for the development of the local people in its area of operations through the Partnership Fund. PT-FI charged $27 million in 2015 , $31 million in 2014 and $41 million in 2013 to cost of sales for this commitment.



188


TFM has committed to assist the communities living within its concession areas in the Southeast region of the DRC. TFM will contribute 0.3 percent of net sales revenue from production to a community development fund to assist the local communities with development of local infrastructure and related services, including health, education and agriculture. TFM charged $4 million in each of the years 2015 , 2014 and 2013 to cost of sales for this commitment.

Guarantees.   FCX provides certain financial guarantees (including indirect guarantees of the indebtedness of others) and indemnities.

At December 31, 2015 , FCX's venture agreement with Sumitomo at its Morenci mine in Arizona (refer to Note 3 for further discussion) includes a put and call option guarantee clause. FCX holds an 85 percent undivided interest in the Morenci complex. Under certain conditions defined in the venture agreement, Sumitomo has the right to sell its 15 percent share to FCX. Likewise, under certain conditions, FCX has the right to purchase Sumitomo’s share of the venture. At December 31, 2015 , the maximum potential payment FCX is obligated to make to Sumitomo upon exercise of the put option (or FCX’s exercise of its call option) totaled approximately $347 million based on calculations defined in the venture agreement. At December 31, 2015 , FCX had not recorded any liability in its consolidated financial statements in connection with this guarantee as FCX does not believe, based on information available, that it is probable that any amounts will be paid under this guarantee as the fair value of Sumitomo’s 15 percent share is in excess of the exercise price.

Prior to its acquisition by FCX, FMC and its subsidiaries have, as part of merger, acquisition, divestiture and other transactions, from time to time, indemnified certain sellers, buyers or other parties related to the transaction from and against certain liabilities associated with conditions in existence (or claims associated with actions taken) prior to the closing date of the transaction. As part of these transactions, FMC indemnified the counterparty from and against certain excluded or retained liabilities existing at the time of sale that would otherwise have been transferred to the party at closing. These indemnity provisions generally now require FCX to indemnify the party against certain liabilities that may arise in the future from the pre-closing activities of FMC for assets sold or purchased. The indemnity classifications include environmental, tax and certain operating liabilities, claims or litigation existing at closing and various excluded liabilities or obligations. Most of these indemnity obligations arise from transactions that closed many years ago, and given the nature of these indemnity obligations, it is not possible to estimate the maximum potential exposure. Except as described in the following sentence, FCX does not consider any of such obligations as having a probable likelihood of payment that is reasonably estimable, and accordingly, has not recorded any obligations associated with these indemnities. With respect to FCX’s environmental indemnity obligations, any expected costs from these guarantees are accrued when potential environmental obligations are considered by management to be probable and the costs can be reasonably estimated.

NOTE 14.  FINANCIAL INSTRUMENTS
FCX does not purchase, hold or sell derivative financial instruments unless there is an existing asset or obligation, or it anticipates a future activity that is likely to occur and will result in exposure to market risks, which FCX intends to offset or mitigate. FCX does not enter into any derivative financial instruments for speculative purposes, but has entered into derivative financial instruments in limited instances to achieve specific objectives. These objectives principally relate to managing risks associated with commodity price changes, foreign currency exchange rates and interest rates.

Commodity Contracts.   From time to time, FCX has entered into derivatives contracts to hedge the market risk associated with fluctuations in the prices of commodities it purchases and sells. As a result of the acquisition of the oil and gas business in 2013, FCX assumed a variety of crude oil and natural gas commodity derivatives to hedge the exposure to the volatility of crude oil and natural gas commodity prices. Derivative financial instruments used by FCX to manage its risks do not contain credit risk-related contingent provisions. As of December 31, 2015 and 2014 , FCX had no price protection contracts relating to its mine production. A discussion of FCX’s derivative contracts and programs follows.

Derivatives Designated as Hedging Instruments – Fair Value Hedges
Copper Futures and Swap Contracts. Some of FCX’s U.S. copper rod customers request a fixed market price instead of the COMEX average copper price in the month of shipment. FCX hedges this price exposure in a manner that allows it to receive the COMEX average price in the month of shipment while the customers pay the fixed price they requested. FCX accomplishes this by entering into copper futures or swap contracts. Hedging gains or losses from these copper futures and swap contracts are recorded in revenues. FCX did not have any significant gains or losses during the three years ended December 31, 2015 , resulting from hedge ineffectiveness. At December 31,


189


2015 , FCX held copper futures and swap contracts that qualified for hedge accounting for 64 million pounds at an average contract price of $2.29  per pound, with maturities through September 2017 .

A summary of (losses) gains recognized in revenues for derivative financial instruments related to commodity contracts that are designated and qualify as fair value hedge transactions, along with the unrealized gains (losses) on the related hedged item for the years ended December 31 follows:
 
2015
 
2014
 
2013
Copper futures and swap contracts:
 
 
 
 
 
Unrealized (losses) gains:
 
 
 
 
 
Derivative financial instruments
$
(3
)
 
$
(12
)
 
$
1

Hedged item – firm sales commitments
3

 
12

 
(1
)
 
 
 
 
 
 
Realized losses:
 
 
 
 
 
Matured derivative financial instruments
(34
)
 
(9
)
 
(17
)

Derivatives Not Designated as Hedging Instruments
Embedded Derivatives. As described in Note 1 under “Revenue Recognition,” certain FCX copper concentrate, copper cathode and gold sales contracts provide for provisional pricing primarily based on the LME copper price or the COMEX copper price and the London gold price at the time of shipment as specified in the contract. Similarly, FCX purchases copper under contracts that provide for provisional pricing. Mark-to-market price fluctuations from these embedded derivatives are recorded through the settlement date and are reflected in revenues for sales contracts and in cost of sales as production and delivery costs for purchase contracts. A summary of FCX’s embedded derivatives at December 31, 2015 , follows:
 
Open
 
Average Price
Per Unit
 
Maturities
 
Positions
 
Contract
 
Market
 
Through
Embedded derivatives in provisional sales contracts:
 
 
 
 
 
 
 
Copper (millions of pounds)
738

 
$
2.22

 
$
2.13

 
July 2016
Gold (thousands of ounces)
215

 
1,071

 
1,062

 
March 2016
Embedded derivatives in provisional purchase contracts:
 
 
 
 
 
 
 
Copper (millions of pounds)
99

 
2.16

 
2.14

 
April 2016

Crude Oil and Natural Gas Contracts. As a result of the acquisition of the oil and gas business, FCX had derivative contracts that consisted of crude oil options, and crude oil and natural gas swaps. These derivatives were not designated as hedging instruments and were recorded at fair value with the mark-to-market gains and losses recorded in revenues. The crude oil options were entered into by PXP to protect the realized price of a portion of expected future sales in order to limit the effects of crude oil price decreases. The remaining contacts matured in 2015, and FCX had no outstanding crude oil or natural gas derivative contracts as of December 31, 2015.

Copper Forward Contracts. Atlantic Copper, FCX's wholly owned smelting and refining unit in Spain, enters into copper forward contracts designed to hedge its copper price risk whenever its physical purchases and sales pricing periods do not match. These economic hedge transactions are intended to hedge against changes in copper prices, with the mark-to-market hedging gains or losses recorded in cost of sales. At December 31, 2015 , Atlantic Copper held net copper forward purchase contracts for six million pounds at an average contract price of $2.10 per pound, with maturities through February 2016 .



190


Summary of (Losses) Gains. A summary of the realized and unrealized (losses) gains recognized in (loss) income before income taxes and equity in affiliated companies’ net (losses) earnings for commodity contracts that do not qualify as hedge transactions, including embedded derivatives, for the years ended December 31 follows:
 
2015
 
2014
 
2013
Embedded derivatives in provisional copper and gold
 
 
 
 
 
sales contracts a
$
(439
)
 
$
(289
)
 
$
(136
)
Crude oil options and swaps a
87

 
513

 
(344
)
Natural gas swaps a

 
(8
)

10

Copper forward contracts b
(15
)
 
(4
)
 
3

a.
Amounts recorded in revenues.
b.
Amounts recorded in cost of sales as production and delivery costs.

Unsettled Derivative Financial Instruments
A summary of the fair values of unsettled commodity derivative financial instruments follows:
 
December 31,
 
2015
 
2014
Commodity Derivative Assets:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Copper futures and swap contracts a
$
1

 
$

Derivatives not designated as hedging instruments:
 
 
 
Embedded derivatives in provisional copper and gold
 

 
 

sales/purchase contracts
21

 
15

Crude oil options b

 
316

Total derivative assets
$
22

 
$
331

Commodity Derivative Liabilities:
 
 
 
Derivatives designated as hedging instruments:
 
 
 
Copper futures and swap contracts a
$
11

 
$
7

Derivatives not designated as hedging instruments:
 
 
 
Embedded derivatives in provisional copper and gold
 
 
 
sales/purchase contracts
82

 
93

Total derivative liabilities
$
93

 
$
100

a.
FCX had paid $10 million to brokers at December 31, 2015 and 2014 , for margin requirements (recorded in other current assets).
b.
Includes $210 million at December 31, 2014 , for deferred premiums and accrued interest.



191


FCX's commodity contracts have netting arrangements with counterparties with which the right of offset exists, and it is FCX's policy to offset balances by counterparty on the balance sheet. FCX's embedded derivatives on provisional sales/purchases are netted with the corresponding outstanding receivable/payable balances. A summary of these unsettled commodity contracts that are offset in the balance sheet follows:
 
 
Assets at December 31,
 
Liabilities at December 31,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Gross amounts recognized:
 
 
 
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
 
 
 
Embedded derivatives in provisional
 
 
 
 
 
 
 
 
sales/purchase contracts
 
$
21

 
$
15

 
$
82

 
$
93

Crude oil derivatives
 

 
316

 

 

Copper derivatives
 
1

 

 
11

 
7

 
 
22

 
331

 
93

 
100

 
 
 
 
 
 
 
 
 
Less gross amounts of offset:
 
 
 
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
 
 
 
Embedded derivatives in provisional
 
 
 
 
 
 
 
 
sales/purchase contracts
 
6

 
1

 
6

 
1

Crude oil derivatives
 

 

 

 

Copper derivatives
 
1

 

 
1

 

 
 
7

 
1

 
7

 
1

 
 
 
 
 
 
 
 
 
Net amounts presented in balance sheet:
 
 
 
 
 
 
 
 
Commodity contracts:
 
 
 
 
 
 
 
 
Embedded derivatives in provisional
 
 
 
 
 
 
 
 
sales/purchase contracts
 
15

 
14

 
76

 
92

Crude oil derivatives
 

 
316

 

 

Copper derivatives
 

 

 
10

 
7

 
 
$
15

 
$
330

 
$
86

 
$
99

 
 
 
 
 
 
 
 
 
Balance sheet classification:
 
 
 
 
 
 
 
 
Trade accounts receivable
 
$
10

 
$
5

 
$
52

 
$
56

Other current assets
 

 
316

 

 

Accounts payable and accrued liabilities
 
5

 
9

 
34

 
43

 
 
$
15

 
$
330

 
$
86

 
$
99


Credit Risk.   FCX is exposed to credit loss when financial institutions with which FCX has entered into derivative transactions (commodity, foreign exchange and interest rate swaps) are unable to pay. To minimize the risk of such losses, FCX uses counterparties that meet certain credit requirements and periodically reviews the creditworthiness of these counterparties. FCX does not anticipate that any of the counterparties it deals with will default on their obligations. As of December 31, 2015 , the maximum amount of credit exposure associated with derivative transactions was $45 million .

Other Financial Instruments.   Other financial instruments include cash and cash equivalents, accounts receivable, restricted cash, investment securities, legally restricted funds, accounts payable and accrued liabilities, dividends payable and long-term debt. The carrying value for cash and cash equivalents (which included time deposits of $34 million at December 31, 2015 , and $48 million at December 31, 2014), accounts receivable, restricted cash, accounts payable and accrued liabilities, and dividends payable approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 15 for the fair values of investment securities, legally restricted funds and long-term debt).



192


NOTE 15.  FAIR VALUE MEASUREMENT
Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
FCX recognizes transfers between levels at the end of the reporting period. FCX did not have any significant transfers in or out of Level 1, 2 or 3 for 2015 . A summary of the carrying amount and fair value of FCX’s financial instruments, other than cash and cash equivalents, accounts receivable, restricted cash, accounts payable and accrued liabilities, and dividends payable follows:
 
At December 31, 2015
 
Carrying
 
Fair Value
 
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
Investment securities: a,b
 
 
 
 
 
 
 
 
 
U.S. core fixed income fund
$
23

 
$
23

 
$

 
$
23

 
$

Money market funds
21

 
21

 
21

 

 

Equity securities
3

 
3

 
3

 

 

Total
47

 
47

 
24

 
23

 

 
 
 
 
 
 
 
 
 
 
Legally restricted funds: a,b,c,d
 
 
 
 
 
 
 
 
 
U.S. core fixed income fund
52

 
52

 

 
52

 

Government bonds and notes
37

 
37

 

 
37

 

Government mortgage-backed securities
28

 
28

 

 
28

 

Corporate bonds
26

 
26

 

 
26

 

Asset-backed securities
13

 
13

 

 
13

 

Collateralized mortgage-backed securities
7

 
7

 

 
7

 

Money market funds
7

 
7

 
7

 

 

Municipal bonds
1

 
1

 

 
1

 

Total
171

 
171

 
7

 
164

 

Derivatives: a,e
 
 
 
 
 
 
 
 
 
Embedded derivatives in provisional sales/purchase
 
 
 
 
 
 
 
 
 
contracts in a gross asset position
21

 
21

 

 
21

 

Copper futures and swap contracts
1

 
1

 
1

 

 

Total
22

 
22

 
1

 
21

 

 
 
 
 
 
 
 
 
 
 
Total assets
 
 
$
240

 
$
32

 
$
208

 
$

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Derivatives: a,e
 
 
 
 
 
 
 
 
 
Embedded derivatives in provisional sales/purchase
 
 
 
 
 
 
 
 
 
contracts in a gross liability position
$
82

 
$
82

 
$

 
$
82

 
$

Copper futures and swap contracts
11

 
11

 
7

 
4

 

Total
93

 
93

 
7

 
86

 

 
 
 
 
 
 
 
 
 
 
Long-term debt, including current portion f
20,428

 
13,987

 

 
13,987

 

 
 
 
 
 
 
 
 
 
 
Total liabilities
 
 
$
14,080

 
$
7

 
$
14,073

 
$





193


 
At December 31, 2014
 
Carrying
 
Fair Value
 
Amount
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets
 
 
 
 
 
 
 
 
 
Investment securities: a,b
 
 
 
 
 
 
 
 
 
U.S. core fixed income fund
$
23

 
$
23

 
$

 
$
23

 
$

Money market funds
20

 
20

 
20

 

 

Equity securities
3

 
3

 
3

 

 

Total
46

 
46

 
23

 
23

 

 
 
 
 
 
 
 
 
 
 
Legally restricted funds: a,b,c,d
 
 
 
 
 
 
 
 
 
U.S. core fixed income fund
52

 
52

 

 
52

 

Government bonds and notes
39

 
39

 

 
39

 

Corporate bonds
27

 
27

 

 
27

 

Government mortgage-backed securities
19

 
19

 

 
19

 

Asset-backed securities
17

 
17

 

 
17

 

Money market funds
11

 
11

 
11

 

 

Collateralized mortgage-backed securities
6

 
6

 

 
6

 

Municipal bonds
1

 
1

 

 
1

 

Total
172

 
172

 
11

 
161

 

 
 
 
 
 
 
 
 
 
 
Derivatives: a,e
 
 
 

 
 

 
 

 
 

Embedded derivatives in provisional sales/purchase
 
 
 

 
 

 
 

 
 

contracts in a gross asset position
15

 
15

 

 
15

 

Crude oil options
316

 
316

 

 

 
316

Total
331

 
331

 

 
15

 
316

 
 
 
 
 
 
 
 
 
 
Total assets
 
 
$
549

 
$
34

 
$
199

 
$
316

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 

 
 

 
 

 
 

Derivatives: a,e
 
 
 

 
 

 
 

 
 

Embedded derivatives in provisional sales/purchase
 
 
 

 
 

 
 

 
 

contracts in a gross liability position
$
93

 
$
93

 
$

 
$
93

 
$

Copper futures and swap contracts
7

 
7

 
6

 
1

 

Total
100

 
100

 
6

 
94

 

 
 
 
 
 
 
 
 
 
 
Long-term debt, including current portion f
18,849

 
18,735

 

 
18,735

 

 
 
 
 
 
 
 
 
 
 
Total liabilities
 
 
$
18,835

 
$
6

 
$
18,829

 
$

a.
Recorded at fair value. 
b.
Current portion included in other current assets and long-term portion included in other assets.
c.
Excludes time deposits (which approximated fair value) included in other assets of $118 million at December 31, 2015 , and $115 million at December 31, 2014 , associated with an assurance bond to support PT-FI's commitment for smelter development in Indonesia (refer to Note 13 for further discussion).
d.
Excludes time deposits (which approximated fair value) included in other current assets of $28 million at December 31, 2015 and $17 million at December 31, 2014 .
e.
Refer to Note 14 for further discussion and balance sheet classifications. Crude oil options are net of $210 million at December 31, 2014 , for deferred premiums and accrued interest.
f.
Recorded at cost except for debt assumed in acquisitions, which are recorded at fair value at the respective acquisition dates.



194


Valuation Techniques
Money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

The U.S. core fixed income fund is valued at net asset value. The fund strategy seeks total return consisting of income and capital appreciation primarily by investing in a broad range of investment-grade debt securities, including U.S. government obligations, corporate bonds, mortgage-backed securities, asset-backed securities and money market instruments. There are no restrictions on redemptions (usually within one business day of notice) and, as such, this fund is classified within Level 2 of the fair value hierarchy.

Fixed income securities (government securities, corporate bonds, asset-backed securities, collateralized mortgage-backed securities and municipal bonds) are valued using a bid-evaluation price or a mid-evaluation price. A bid-evaluation price is an estimated price at which a dealer would pay for a security. A mid-evaluation price is the average of the estimated price at which a dealer would sell a security and the estimated price at which a dealer would pay for a security. These evaluations are based on quoted prices, if available, or models that use observable inputs and, as such, are classified within Level 2 of the fair value hierarchy.

Equity securities are valued at the closing price reported on the active market on which the individual securities are traded and, as such, are classified within Level 1 of the fair value hierarchy.

FCX’s embedded derivatives on provisional copper concentrate, copper cathode and gold purchases and sales are valued using only quoted monthly LME or COMEX copper forward prices and the London gold forward price at each reporting date based on the month of maturity (refer to Note 14 for further discussion); however, FCX's contracts themselves are not traded on an exchange. As a result, these derivatives are classified within Level 2 of the fair value hierarchy.

FCX ' s derivative financial instruments for crude oil options were valued using an option pricing model, which used various inputs including Intercontinental Exchange Holdings, Inc. crude oil prices, volatilities, interest rates and contract terms. Valuations were adjusted for credit quality, using the counterparties ' credit quality for asset balances and FCX ' s credit quality for liability balances (which considers the impact of netting agreements on counterparty credit risk, including whether the position with the counterparty is a net asset or net liability). For asset balances, FCX used the credit default swap value for counterparties when available or the spread between the risk-free interest rate and the yield rate on the counterparties ' publicly traded debt for similar instruments . The crude oil options were classified within Level 3 of the fair value hierarchy because the inputs used in the valuation models were not observable for the full term of the instruments. Refer to Note 14 for further discussion of these derivative financial instruments .

FCX’s derivative financial instruments for copper futures and swap contracts and copper forward contracts that are traded on the respective exchanges are classified within Level 1 of the fair value hierarchy because they are valued using quoted monthly COMEX or LME prices at each reporting date based on the month of maturity (refer to Note 14 for further discussion). Certain of these contracts are traded on the over-the-counter market and are classified within Level 2 of the fair value hierarchy based on COMEX and LME forward prices.

Long-term debt, including current portion, is valued using available market quotes and, as such, is classified within Level 2 of the fair value hierarchy.

The techniques described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while FCX believes its valuation techniques are appropriate and consistent with other market participants, the use of different techniques or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the techniques used at December 31, 2015 .



195


A summary of the changes in the fair value of FCX ' s Level 3 instruments, crude oil options, for the years ended December 31 follows:
 
2015
 
2014
 
2013
Balance at beginning of year
$
316

 
$
(309
)
 
$

Crude oil options assumed in the PXP acquisition

 

 
(83
)
Net realized gains (losses) a
86

 
(42
)
 
(38
)
Net unrealized gains (losses) related to assets and liabilities still held at the end of the year b

 
430

 
(230
)
Net settlements c
(402
)
 
237

 
42

Balance at the end of the year
$

 
$
316

 
$
(309
)
a.
Includes net realized gains (losses) of $87 million recorded in revenues in 2015, $(41) million in 2014 and $(37) million in 2013, and $(1) million of interest expense associated with deferred premiums in 2015, 2014 and 2013.
b.
Includes unrealized gains (losses) recorded in revenues of $432 million in 2014 and $(228) million in 2013, and $(2) million of interest expense associated with deferred premiums in 2014 and 2013.
c.
Includes interest payments of $4 million in 2015, $5 million in 2014 and $1 million in 2013.

Refer to Notes 1 and 5 for a discussion of the fair value estimates utilized in the impairment assessments for mining operations, which were determined based on inputs not observable in the market and thus represent Level 3 measurements. Refer to Note 2 for the levels within the fair value hierarchy associated with other assets acquired, liabilities assumed and redeemable noncontrolling interest related to PXP and MMR acquisitions, and the goodwill impairment.

NOTE 16.  BUSINESS SEGMENT INFORMATION
Product Revenue. FCX revenues attributable to the products it produced for the years ended December 31 follow:
 
2015
 
2014
 
2013
Refined copper products
$
7,790

 
$
9,451

 
$
9,178

Copper in concentrate a
2,869

 
3,366

 
5,328

Gold
1,538

 
1,584

 
1,656

Molybdenum
783

 
1,207

 
1,110

Oil
1,694

 
4,233

 
2,310

Other
1,203

 
1,597

 
1,339

Total
$
15,877

 
$
21,438

 
$
20,921

a.
Amounts are net of treatment and refining charges totaling $485 million in 2015 , $374 million in 2014 and $400 million in 2013 .

Geographic Area. Information concerning financial data by geographic area follows:
 
December 31,
 
2015
 
2014
 
2013
Long-lived assets: a
 
 
 
 
 
U.S.
$
16,569

b  
$
29,468

 
$
32,969

Indonesia
7,701

 
6,961

 
5,799

Peru
8,432

 
6,848

 
5,181

DRC
4,196

 
4,071

 
3,994

Chile
1,387

 
1,542

c  
2,699

Other
510

 
522

 
562

Total
$
38,795

 
$
49,412

 
$
51,204

a.
Long-lived assets exclude deferred tax assets, intangible assets and goodwill.
b.
Decreased from 2014 primarily because of impairment charges related to oil and gas properties (refer to Note 1 for further discussion).
c.
Decreased from 2013 primarily because of the sale of the Candelaria and Ojos del Salado mines.


196


 
Years Ended December 31,
 
2015
 
2014
 
2013
Revenues: a
 
 
 
 
 
U.S.
$
6,842

 
$
10,311

 
$
9,331

Japan
1,246

 
1,573

 
2,125

Indonesia
1,054

 
1,792

 
1,651

Switzerland
1,026

 
973

 
1,307

Spain
960

 
1,020

 
1,056

China
760

 
892

 
1,048

India
532

 
292

 
431

Singapore
432

 
562

 
119

Chile
397

 
687

 
754

Turkey
345

 
484

 
334

Egypt
272

 
365

 
296

Korea
207

 
241

 
198

Other
1,804

 
2,246

 
2,271

Total
$
15,877

 
$
21,438

 
$
20,921

a.
Revenues are attributed to countries based on the location of the customer.

Major Customers and Affiliated Companies. Oil and gas sales to Phillips 66 Company totaled $1.1 billion ( 7 percent of FCX's consolidated revenues) in 2015 and $2.5 billion ( 12 percent of FCX's consolidated revenues) in 2014. No other customer accounted for 10 percent or more of FCX's consolidated revenues during the three years ended December 31, 2015.

Consolidated revenues include sales to the noncontrolling interest owners of FCX's South America mining operations totaling $1.0 billion in 2015 , $1.6 billion in 2014 and $2.0 billion in 2013 , and PT-FI's sales to PT Smelting totaling $1.1 billion in 2015 , $1.8 billion in 2014 and $1.7 billion in 2013 .

Labor Matters . As of December 31, 2015 , 48 percent of FCX's labor force was covered by collective bargaining agreements, and 4 percent of FCX's labor force is covered by agreements that expired and are currently being negotiated or will expire within one year.

Business Segments. FCX has organized its mining operations into five primary divisions – North America copper mines, South America mining, Indonesia mining, Africa mining and Molybdenum mines, and operating segments that meet certain thresholds are reportable segments. For oil and gas operations, FCX determines its operating segments on a country-by-country basis. Separately disclosed in the following tables are FCX's reportable segments, which include the Morenci, Cerro Verde, Grasberg and Tenke Fungurume copper mines, the Rod & Refining operations and the U.S. Oil & Gas operations. FCX's U.S. Oil & Gas operations reflect the results of FM O&G beginning June 1, 2013.

Intersegment sales between FCX’s mining operations are based on similar arm's-length transactions with third parties at the time of the sale. Intersegment sales may not be reflective of the actual prices ultimately realized because of a variety of factors, including additional processing, timing of sales to unaffiliated customers and transportation premiums.

FCX defers recognizing profits on sales from its mines to other divisions, including Atlantic Copper (FCX's wholly owned smelter and refinery in Spain) and on 25 percent of PT-FI's sales to PT Smelting (PT-FI's 25-percent-owned smelter and refinery in Indonesia), until final sales to third parties occur. Quarterly variations in ore grades, the timing of intercompany shipments and changes in product prices result in variability in FCX's net deferred profits and quarterly earnings.

FCX allocates certain operating costs, expenses and capital expenditures to its operating divisions and individual segments. However, not all costs and expenses applicable to an operation are allocated. U.S. federal and state income taxes are recorded and managed at the corporate level (included in corporate, other and eliminations), whereas foreign income taxes are recorded and managed at the applicable country level. In addition, most mining exploration and research activities are managed on a consolidated basis, and those costs along with some selling, general and administrative costs are not allocated to the operating divisions or individual segments. Accordingly, the


197


following segment information reflects management determinations that may not be indicative of what the actual financial performance of each operating division or segment would be if it was an independent entity.

North America Copper Mines.  FCX has seven operating copper mines in North America – Morenci, Bagdad, Safford, Sierrita and Miami in Arizona, and Tyrone and Chino in New Mexico. The North America copper mines include open-pit mining, sulfide ore concentrating, leaching and SX/EW operations. A majority of the copper produced at the North America copper mines is cast into copper rod by FCX’s Rod & Refining operations. In addition to copper, certain of FCX's North America copper mines also produce molybdenum concentrate and silver.

The Morenci open-pit mine, located in southeastern Arizona, produces copper cathode and copper concentrate. In addition to copper, the Morenci mine also produces molybdenum concentrate. The Morenci mine produced 46 percent of FCX’s North America copper during 2015 .

South America Mining.  South America mining includes two operating copper mines – Cerro Verde in Peru and El Abra in Chile. These operations include open-pit mining, sulfide ore concentrating, leaching and SX/EW operations.

On November 3, 2014 , FCX completed the sale of its 80 percent ownership interests in the Candelaria mine and the Ojos del Salado mine, both reported as components of other South America mines. South America mining includes the results of the Candelaria and Ojos del Salado mines through the sale date. Refer to Note 2 for further discussion.

The Cerro Verde open-pit copper mine, located near Arequipa, Peru, produces copper cathode and copper concentrate. In addition to copper, the Cerro Verde mine also produces molybdenum concentrate and silver. The Cerro Verde mine produced 63 percent of FCX’s South America copper during 2015 .

Indonesia Mining.  Indonesia mining includes PT-FI’s Grasberg minerals district that produces copper concentrate, which contains significant quantities of gold and silver.

Africa Mining.  Africa mining includes the Tenke minerals district. The Tenke operation includes surface mining, leaching and SX/EW operations and produces copper cathode. In addition to copper, the Tenke operation produces cobalt hydroxide.
 
Molybdenum Mines.   Molybdenum mines include the wholly owned Henderson underground mine and Climax open-pit mine in Colorado. The Henderson and Climax mines produce high-purity, chemical-grade molybdenum concentrate, which is typically further processed into value-added molybdenum chemical products.

Rod & Refining.  The Rod & Refining segment consists of copper conversion facilities located in North America, and includes a refinery, three rod mills and a specialty copper products facility, which are combined in accordance with segment reporting aggregation guidance. These operations process copper produced at FCX’s North America copper mines and purchased copper into copper cathode, rod and custom copper shapes. At times these operations refine copper and produce copper rod and shapes for customers on a toll basis. Toll arrangements require the tolling customer to deliver appropriate copper-bearing material to FCX’s facilities for processing into a product that is returned to the customer, who pays FCX for processing its material into the specified products.

Atlantic Copper Smelting & Refining.  Atlantic Copper smelts and refines copper concentrate and markets refined copper and precious metals in slimes. During 2015 , Atlantic Copper purchased approximately 23 percent of its concentrate requirements from the North America copper mines, approximately 3 percent from the South America mining operations and approximately 3 percent from the Indonesia mining operations at market prices, with the remainder purchased from third parties.

Other Mining & Eliminations. Other mining and eliminations include the Miami smelter (a smelter at FCX's Miami, Arizona, mining operation), Freeport Cobalt (a cobalt chemical refinery in Kokkola, Finland), molybdenum conversion facilities in the U.S. and Europe, four non-operating copper mines in North America (Ajo, Bisbee and Tohono in Arizona, and Cobre in New Mexico) and other mining support entities.

U.S. Oil & Gas Operations. FCX's U.S. Oil & Gas operations include oil and natural gas assets in the Deepwater GOM, onshore and offshore California, the Haynesville shale in Louisiana, the Madden area in central Wyoming and a position in the Inboard Lower Tertiary/Cretaceous natural gas trend onshore in South Louisiana. All of the U.S. operations are considered one operating and reportable segment.


198


Financial Information by Business Segment
 
Mining Operations
 
 
 
 
 
 
 
North America Copper Mines
 
South America
 
Indonesia
 
Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Atlantic
 
Other
 
 
 
 
 
Corporate,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Molyb-
 
 
 
Copper
 
Mining
 
 
 
U.S.
 
Other
 
 
 
 
 
Other
 
 
 
Cerro
 
Other
 
 
 
 
 
 
 
denum
 
Rod &
 
Smelting
 
& Elimi-
 
Total
 
Oil & Gas
 
& Elimi-
 
FCX
 
Morenci
 
Mines
 
Total
 
Verde
 
Mines a
 
Total
 
Grasberg
 
Tenke
 
Mines
 
Refining
 
& Refining
 
nations
 
Mining
 
Operations b
 
nations
 
Total
Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaffiliated customers
$
558

 
$
351

 
$
909

 
$
1,065

 
$
808

 
$
1,873

 
$
2,617


$
1,270

 
$

 
$
4,125

 
$
1,955

 
$
1,133

c  
$
13,882

 
$
1,994

d  
$
1

 
$
15,877

Intersegment
1,646

 
2,571

 
4,217

 
68

 
(7
)
e  
61

 
36

 
114

 
348

 
29

 
15

 
(4,820
)
 

 

 

 

Production and delivery f,g
1,523

 
2,276

 
3,799

 
815

 
623

 
1,438

 
1,808

 
860

 
312

 
4,129

 
1,848

 
(3,859
)
 
10,335

 
1,211

 
(1
)
 
11,545

Depreciation, depletion and amortization
217

 
343

 
560

 
219

 
133

 
352

 
293

 
257

 
97

 
9

 
39

 
72

 
1,679

 
1,804

 
14

 
3,497

Impairment of oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 
12,980

 
164

h  
13,144

Copper and molybdenum inventory adjustments


 
142

 
142

 

 
73

 
73

 

 

 
11

 

 

 
112

 
338

 

 

 
338

Selling, general and administrative expenses
3

 
3

 
6

 
3

 
1

 
4

 
103

 
11

 

 

 
16

 
20

 
160

 
188

 
221

 
569

Mining exploration and research expenses

 
7

 
7

 

 

 

 

 

 

 

 

 
120

 
127

 

 

 
127

Environmental obligations and shutdown costs

 
3

 
3

 

 

 

 

 

 

 

 

 
74

 
77

 

 
1

 
78

Net gain on sales of assets

 
(39
)
 
(39
)
 

 

 

 

 

 

 

 

 


(39
)
 

 

 
(39
)
Operating income (loss)
461

 
187

 
648

 
96

 
(29
)
 
67

 
449

 
256

 
(72
)
 
16

 
67


(226
)
 
1,205

 
(14,189
)
 
(398
)
 
(13,382
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
2

 
2

 
4

 
16

 

 
16

 

 

 

 

 
10

 
75

 
105

 
186

 
354

 
645

Provision for (benefit from) income taxes

 

 

 
13

 
(9
)
 
4

 
195

 
48

 

 

 

 


247

 

 
(2,182
)

(1,935
)
Total assets at December 31, 2015
3,567

 
4,878

 
8,445

 
9,445

 
1,661

 
11,106

 
9,402

 
5,079

 
1,999

 
219

 
612

 
1,293

 
38,155

 
8,141

 
281

 
46,577

Capital expenditures
253

 
102

 
355

 
1,674

 
48

 
1,722

 
913

 
229

 
13

 
4

 
23

 
47

 
3,306

 
2,948

i  
99

 
6,353

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaffiliated customers
$
364

 
$
336

 
$
700

 
$
1,282

 
$
1,740

 
$
3,022

 
$
2,848

 
$
1,437

 
$

 
$
4,626

 
$
2,391

 
$
1,704

c  
$
16,728

 
$
4,710

d  
$

 
$
21,438

Intersegment
1,752

 
3,164

 
4,916

 
206

 
304

 
510

 
223

 
121

 
587

 
29

 
21

 
(6,407
)
 

 

 

 

Production and delivery
1,287

 
2,153

 
3,440

 
741

 
1,198

 
1,939

 
1,988

 
770

 
328

 
4,633

 
2,356

 
(4,795
)
 
10,659

 
1,237

 
2

 
11,898

Depreciation, depletion and amortization
168

 
316

 
484

 
159

 
208

 
367

 
266

 
228

 
92

 
10

 
41

 
70

 
1,558

 
2,291

 
14

 
3,863

Impairment of oil and gas properties

 

 

 

 

 

 

 

 

 

 

 

 

 
3,737

 

 
3,737

Copper and molybdenum inventory adjustments


 

 

 

 

 

 

 

 

 

 

 
6

 
6

 

 

 
6

Selling, general and administrative expenses
2

 
3

 
5

 
3

 
3

 
6

 
98

 
12

 

 

 
17

 
25

 
163

 
207

 
222

 
592

Mining exploration and research expenses

 
8

 
8

 

 

 

 

 

 

 

 

 
118

 
126

 

 

 
126

Environmental obligations and shutdown costs

 
(5
)
 
(5
)
 

 

 

 

 

 

 

 

 
123

 
118

 

 
1

 
119

Goodwill impairment

 

 

 

 

 

 

 

 

 

 

 

 

 
1,717

 

 
1,717

Net gain on sales of assets

 
(14
)
 
(14
)
 

 

 

 

 

 

 

 

 
(703
)
j  
(717
)
 

 

 
(717
)
Operating income (loss)
659

 
1,039

 
1,698

 
585

 
635

 
1,220

 
719

 
548

 
167

 
12

 
(2
)
 
453

 
4,815

 
(4,479
)
 
(239
)
 
97

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
3

 
1

 
4

 
1

 

 
1

 

 

 

 

 
13

 
84

 
102

 
241

 
287

 
630

Provision for (benefit from) income taxes

 

 

 
265


266

 
531

 
293

 
116

 

 

 

 
221

j  
1,161

 

 
(837
)
 
324

Total assets at December 31, 2014
3,780

 
5,611

 
9,391

 
7,490

 
1,993

 
9,483

 
8,626

 
5,073

 
2,095

 
235

 
898

 
1,319

 
37,120

 
20,834

 
720

 
58,674

Capital expenditures
826

 
143

 
969

 
1,691

 
94

 
1,785

 
948

 
159

 
54

 
4

 
17

 
52

 
3,988

 
3,205

i  
22

 
7,215

a.
Includes the results of the Candelaria and Ojos del Salado mines prior to their sale in November 2014.
b.
Includes the results of Eagle Ford prior to its sale in June 2014.
c.
Includes revenues from FCX's molybdenum sales company, which includes sales of molybdenum produced by the Molybdenum mines and by certain of the North and South America copper mines.
d.
Includes net mark-to-market gains associated with crude oil and natural gas derivative contracts totaling $87 million in 2015 and $505 million in 2014 .
e.
Reflects net reductions for provisional pricing adjustments to prior period open sales.
f.
Includes impairment, restructuring and other net charges for mining operations totaling $156 million , including $99 million at North America copper mines, $13 million at South America mines, $11 million at Tenke, $7 million at Molybdenum mines, $3 million at Rod & Refining, $20 million at other mining & eliminations and $3 million for restructuring at corporate, other & eliminations.
g.
Includes charges at U.S. Oil & Gas operations totaling $188 million in 2015 primarily for other asset impairments and inventory write-downs, idle/terminated rig costs, and prior year non-income tax assessments at the California properties and $46 million in 2014 primarily for idle/terminated rig costs and inventory write-downs.
h.
Reflects impairment charges for international oil and gas properties primarily related to Morocco.
i.
Excludes international oil and gas capital expenditures totaling $100 million in 2015 and $19 million in 2014, primarily related to the Morocco oil and gas properties, which are included in corporate, other & eliminations.
j.
Includes the gain and related income tax provision associated with the sale of the Candelaria and Ojos del Salado mines.


199


 
Mining Operations
 
 
 
 
 
 
 
North America Copper Mines
 
South America
 
Indonesia
 
Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Atlantic
 
Other
 
 
 
 
 
Corporate,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Molyb-
 
 
 
Copper
 
Mining
 
 
 
U.S.
 
Other
 
 
 
 
 
Other
 
 
 
Cerro
 
Other
 
 
 
 
 
 
 
denum
 
Rod &
 
Smelting
 
& Elimi-
 
Total
 
Oil & Gas
 
& Elimi-
 
FCX
 
Morenci
 
Mines
 
Total
 
Verde
 
Mines
 
Total
 
Grasberg
 
Tenke
 
Mines
 
Refining
 
& Refining
 
nations
 
Mining
 
Operations
 
nations
 
Total
Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unaffiliated customers
$
244

 
$
326

 
$
570

 
$
1,473

 
$
2,379

 
$
3,852

 
$
3,751

 
$
1,590

 
$

 
$
4,995

 
$
2,027

 
$
1,516

a  
$
18,301

 
$
2,616

b  
$
4

 
$
20,921

Intersegment
1,673

 
2,940

 
4,613

 
360

 
273

 
633

 
336

 
47

 
522

 
27

 
14

 
(6,192
)
 

 

 

 

Production and delivery
1,233

 
2,033

 
3,266

 
781

 
1,288

 
2,069

 
2,309

 
754

 
317

 
4,990

 
2,054

 
(4,611
)
 
11,148

 
682

 
7

 
11,837

Depreciation, depletion and amortization
133

 
269

 
402

 
152

 
194

 
346

 
247

 
246

 
82

 
9

 
42

 
48

 
1,422

 
1,364

 
11

 
2,797

Copper and molybdenum inventory adjustments

 

 

 

 

 

 

 

 

 

 

 
3

 
3

 

 

 
3

Selling, general and administrative expenses
2

 
3

 
5

 
3

 
4

 
7

 
110

 
12

 

 

 
20

 
29

 
183

 
120

 
354

 
657

Mining exploration and research expenses

 
5

 
5

 

 

 

 
1

 

 

 

 

 
193

 
199

 

 
11

 
210

Environmental obligations and shutdown costs

 
(1
)
 
(1
)
 

 

 

 

 

 

 

 

 
67

 
66

 

 

 
66

Operating income (loss)
549

 
957

 
1,506

 
897

 
1,166

 
2,063

 
1,420

 
625

 
123

 
23

 
(75
)
c  
(405
)
 
5,280

 
450

 
(379
)
 
5,351

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
3

 
1

 
4

 
2

 
1

 
3

 
12

 
2

 

 

 
16

 
80

 
117

 
181

 
220

 
518

Provision for income taxes

 

 

 
316


404

 
720

 
603

 
131

 

 

 

 

 
1,454

 

 
21

d  
1,475

Total assets at December 31, 2013
3,110

 
5,810

 
8,920

 
6,584

 
3,996

 
10,580

 
7,437

 
4,849

 
2,107

 
239

 
1,039

 
1,003

 
36,174

 
26,252

 
959

 
63,385

Capital expenditures
737

 
329

 
1,066

 
960

 
185

 
1,145

 
1,030

 
205

 
164

 
4

 
67

 
113

 
3,794

 
1,436

 
56

 
5,286

a.
Includes revenues from FCX's molybdenum sales company, which included sales of molybdenum produced by the Molybdenum mines and by certain of the North and South America copper mines.
b.
Includes net mark-to-market losses associated with crude oil and natural gas derivative contracts totaling $334 million for the period from June 1, 2013, to December 31, 2013
c.
Includes $50 million for shutdown costs associated with Atlantic Copper's scheduled 68 -day maintenance turnaround, which was completed in fourth-quarter 2013.
d.
Includes $199 million of net benefits resulting from oil and gas acquisitions.







200


NOTE 17. GUARANTOR FINANCIAL STATEMENTS
All of the senior notes issued by FCX and discussed in Note 8 are fully and unconditionally guaranteed on a senior basis jointly and severally by FM O&G LLC, as guarantor, which is a 100-percent-owned subsidiary of FM O&G and FCX. The guarantee is an unsecured obligation of the guarantor and ranks equal in right of payment with all existing and future indebtedness of FM O&G LLC, including indebtedness under the revolving credit facility. The guarantee ranks senior in right of payment with all of FM O&G LLC's future subordinated obligations and is effectively subordinated in right of payment to any debt of FM O&G LLC's subsidiaries. The indentures provide that FM O&G LLC's guarantee may be released or terminated for certain obligations under the following circumstances: (i) all or substantially all of the equity interests or assets of FM O&G LLC are sold to a third party; or (ii) FM O&G LLC no longer has any obligations under any FM O&G senior notes or any refinancing thereof and no longer guarantees any obligations of FCX under the revolver, the Term Loan or any other senior debt.

The following condensed consolidating financial information includes information regarding FCX, as issuer, FM O&G LLC, as guarantor, and all other non-guarantor subsidiaries of FCX. Included are the condensed consolidating balance sheets at December 31, 2015 and 2014 , and the related condensed consolidating statements of comprehensive (loss) income and the condensed consolidating statements of cash flows for the years ended December 31, 2015 , 2014 and 2013 , which should be read in conjunction with FCX's notes to the consolidated financial statements:

CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2015

 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
$
181

 
$
3,831

 
$
10,982

 
$
(7,532
)
 
$
7,462

Property, plant, equipment and mining development costs, net
26

 
57

 
27,426

 

 
27,509

Oil and gas properties, net - full cost method:
 
 
 
 
 
 
 
 
 
Subject to amortization, less accumulated amortization

 
710

 
1,552

 

 
2,262

Not subject to amortization

 
1,393

 
3,432

 
6

 
4,831

Investments in consolidated subsidiaries
24,311

 

 

 
(24,311
)
 

Other assets
5,038

 
1,826

 
4,447

 
(6,798
)
 
4,513

Total assets
$
29,556

 
$
7,817

 
$
47,839

 
$
(38,635
)
 
$
46,577

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities
$
6,012

 
$
666

 
$
5,155

 
$
(7,526
)
 
$
4,307

Long-term debt, less current portion
14,735

 
5,883

 
11,594

 
(12,433
)
 
19,779

Deferred income taxes
941

a  

 
3,347

 

 
4,288

Environmental and asset retirement obligations, less current portion

 
305

 
3,434

 

 
3,739

Investment in consolidated subsidiary

 

 
2,397

 
(2,397
)
 

Other liabilities
40

 
3,360

 
1,747

 
(3,491
)
 
1,656

Total liabilities
21,728

 
10,214

 
27,674

 
(25,847
)
 
33,769

 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interest

 

 
764

 

 
764

 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
Stockholders' equity
7,828

 
(2,397
)
 
15,725

 
(13,328
)
 
7,828

Noncontrolling interests

 

 
3,676

 
540

 
4,216

Total equity
7,828

 
(2,397
)
 
19,401

 
(12,788
)
 
12,044

Total liabilities and equity
$
29,556

 
$
7,817

 
$
47,839

 
$
(38,635
)
 
$
46,577

a.
All U.S. related deferred income taxes are recorded at the parent company.


201


CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2014

 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
ASSETS
 
 
 
 
 
 
 
 
 
Current assets
$
323

 
$
2,635

 
$
8,659

 
$
(2,572
)
 
$
9,045

Property, plant, equipment and mining development costs, net
22

 
46

 
26,152

 

 
26,220

Oil and gas properties, net - full cost method:
 
 
 
 
 
 
 
 
 
Subject to amortization, less accumulated amortization

 
3,296

 
5,907

 
(16
)
 
9,187

Not subject to amortization

 
2,447

 
7,640

 

 
10,087

Investments in consolidated subsidiaries
28,765

 
6,460

 
10,246

 
(45,471
)
 

Other assets
8,914

 
3,947

 
4,061

 
(12,787
)
 
4,135

Total assets
$
38,024

 
$
18,831

 
$
62,665

 
$
(60,846
)
 
$
58,674

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities
$
1,592

 
$
560

 
$
5,592

 
$
(2,572
)
 
$
5,172

Long-term debt, less current portion
14,930

 
3,874

 
8,879

 
(9,312
)
 
18,371

Deferred income taxes
3,161

a  

 
3,237

 

 
6,398

Environmental and asset retirement obligations, less current portion

 
302

 
3,345

 

 
3,647

Other liabilities
54

 
3,372

 
1,910

 
(3,475
)
 
1,861

Total liabilities
19,737

 
8,108

 
22,963

 
(15,359
)
 
35,449

 
 
 
 
 
 
 
 
 
 
Redeemable noncontrolling interest

 

 
751

 

 
751

 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
Stockholders' equity
18,287

 
10,723

 
35,268

 
(45,991
)
 
18,287

Noncontrolling interests

 

 
3,683

 
504

 
4,187

Total equity
18,287

 
10,723

 
38,951

 
(45,487
)
 
22,474

Total liabilities and equity
$
38,024

 
$
18,831

 
$
62,665

 
$
(60,846
)
 
$
58,674

a.
All U.S. related deferred income taxes are recorded at the parent company .

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME

Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
Revenues
$

 
$
613

 
$
15,264

 
$

 
$
15,877

Total costs and expenses
60

 
5,150

a  
24,060

a  
(11
)
 
29,259

Operating (loss) income
(60
)
 
(4,537
)
 
(8,796
)
 
11

 
(13,382
)
Interest expense, net
(489
)
 
(8
)
 
(300
)
 
152

 
(645
)
Other income (expense), net
225

 
1

 
(81
)
 
(139
)
 
6

(Loss) income before income taxes and equity in affiliated companies' net (losses) earnings
(324
)
 
(4,544
)
 
(9,177
)
 
24

 
(14,021
)
(Provision for) benefit from income taxes
(3,227
)
 
1,718

 
3,453

 
(9
)
 
1,935

Equity in affiliated companies' net (losses) earnings
(8,685
)
 
(9,976
)
 
(12,838
)
 
31,496

 
(3
)
Net (loss) income
(12,236
)
 
(12,802
)
 
(18,562
)
 
31,511

 
(12,089
)
Net income and preferred dividends attributable to noncontrolling interests

 

 
(114
)
 
(33
)
 
(147
)
Net (loss) income attributable to common stockholders
$
(12,236
)
 
$
(12,802
)
 
$
(18,676
)
 
$
31,478

 
$
(12,236
)
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
41

 

 
41

 
(41
)
 
41

Total comprehensive (loss) income
$
(12,195
)
 
$
(12,802
)
 
$
(18,635
)
 
$
31,437

 
$
(12,195
)
a.
Includes charges totaling $4.2 billion at the FM O&G LLC guarantor and $8.9 billion at the non-guarantor subsidiaries related to impairment of FCX's oil and gas properties pursuant to full cost accounting rules.


202


CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
Revenues
$

 
$
2,356

 
$
19,082

 
$

 
$
21,438

Total costs and expenses
59

 
3,498

a  
17,762

a  
22

 
21,341

Operating (loss) income
(59
)
 
(1,142
)
 
1,320

 
(22
)
 
97

Interest expense, net
(382
)
 
(139
)
 
(189
)
 
80

 
(630
)
Net (loss) gain on early extinguishment of debt
(5
)
 
78

 

 

 
73

Other income (expense), net
72

 
3

 
41

 
(80
)
 
36

(Loss) income before income taxes and equity in affiliated companies' net (losses) earnings
(374
)
 
(1,200
)
 
1,172

 
(22
)
 
(424
)
Benefit from (provision for) income taxes
73

 
281

 
(686
)
 
8

 
(324
)
Equity in affiliated companies' net (losses) earnings
(1,007
)
 
(3,429
)
 
(4,633
)
 
9,072

 
3

Net (loss) income
(1,308
)
 
(4,348
)
 
(4,147
)
 
9,058

 
(745
)
Net income and preferred dividends attributable to noncontrolling interests

 

 
(519
)
 
(44
)
 
(563
)
Net (loss) income attributable to common stockholders
$
(1,308
)
 
$
(4,348
)
 
$
(4,666
)
 
$
9,014

 
$
(1,308
)
 
 
 
 
 
 
 
 
 
 
Other comprehensive (loss) income
(139
)
 

 
(139
)
 
139

 
(139
)
Total comprehensive (loss) income
$
(1,447
)
 
$
(4,348
)
 
$
(4,805
)
 
$
9,153

 
$
(1,447
)
a.
Includes impairment charges totaling $1.9 billion at the FM O&G LLC Guarantor and $3.5 billion at the non-guarantor subsidiaries related to ceiling test impairment charges for FCX's oil and gas properties pursuant to full cost accounting rules and a goodwill impairment charge.

Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
Revenues
$

 
$
1,177

 
$
19,744

 
$

 
$
20,921

Total costs and expenses
134

 
1,065

 
14,371

 

 
15,570

Operating (loss) income
(134
)
 
112

 
5,373

 

 
5,351

Interest expense, net
(319
)
 
(129
)
 
(129
)
 
59

 
(518
)
Net (loss) gain on early extinguishment of debt
(45
)
 

 
10

 

 
(35
)
Gain on investment in MMR
128

 

 

 

 
128

Other income (expense), net
61

 

 
(15
)
 
(59
)
 
(13
)
(Loss) income before income taxes and equity in affiliated companies' net earnings (losses)
(309
)
 
(17
)
 
5,239

 

 
4,913

Benefit from (provision for) income taxes
81

 
17

 
(1,573
)
 

 
(1,475
)
Equity in affiliated companies' net earnings (losses)
2,886

 
281

 
268

 
(3,432
)
 
3

Net income (loss)
2,658

 
281

 
3,934

 
(3,432
)
 
3,441

Net income and preferred dividends attributable to noncontrolling interests

 

 
(706
)
 
(77
)
 
(783
)
Net income (loss) attributable to common stockholders
$
2,658

 
$
281

 
$
3,228

 
$
(3,509
)
 
$
2,658

 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss)
101

 

 
101

 
(101
)
 
101

Total comprehensive income (loss)
$
2,759

 
$
281

 
$
3,329

 
$
(3,610
)
 
$
2,759




203


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2015

 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
Cash flow from operating activities:
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(12,236
)
 
$
(12,802
)
 
$
(18,562
)
 
$
31,511

 
$
(12,089
)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization
5

 
370

 
3,195

 
(73
)
 
3,497

Impairment of oil and gas properties

 
4,220

 
8,862

 
62

 
13,144

Copper and molybdenum inventory adjustments

 

 
338

 

 
338

Other asset impairments, inventory write-downs, restructuring and other

 
11

 
245

 

 
256

Net gains on crude oil gas derivative contracts

 
(87
)
 

 

 
(87
)
Equity in losses (earnings) of consolidated subsidiaries
8,685

 
9,976

 
12,838

 
(31,496
)
 
3

Other, net
(2,127
)
 
2

 
(90
)
 

 
(2,215
)
Changes in working capital and other tax payments
5,506

 
(1,428
)
 
(3,714
)
 
9

 
373

Net cash (used in) provided by operating activities
(167
)
 
262

 
3,112

 
13

 
3,220

 
 
 
 
 
 
 
 
 
 
Cash flow from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures
(7
)
 
(847
)
 
(5,486
)
 
(13
)
 
(6,353
)
Intercompany loans
(1,812
)
 
(1,310
)
 

 
3,122

 

Dividends from (investments in) consolidated subsidiaries
852

 
(71
)
 
130

 
(913
)
 
(2
)
Other, net
(21
)
 
(2
)
 
111

 
21

 
109

Net cash (used in) provided by investing activities
(988
)
 
(2,230
)
 
(5,245
)
 
2,217

 
(6,246
)
 
 
 
 
 
 
 
 
 
 
Cash flow from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from debt
4,503

 

 
3,769

 

 
8,272

Repayments of debt
(4,660
)
 

 
(2,017
)
 

 
(6,677
)
Intercompany loans

 
2,038

 
1,084

 
(3,122
)
 

Net proceeds from sale of common stock
1,936

 

 

 

 
1,936

Cash dividends and distributions paid
(605
)
 

 
(924
)
 
804

 
(725
)
Other, net
(19
)
 
(71
)
 
(18
)
 
88

 
(20
)
Net cash provided by (used in) financing activities
1,155

 
1,967

 
1,894

 
(2,230
)
 
2,786

 
 
 
 
 
 
 
 
 
 
Net decrease in cash and cash equivalents

 
(1
)
 
(239
)
 

 
(240
)
Cash and cash equivalents at beginning of year

 
1

 
463

 

 
464

Cash and cash equivalents at end of year
$

 
$

 
$
224

 
$

 
$
224




204


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2014

 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
Cash flow from operating activities:
 
 
 
 
 
 
 
 
 
Net (loss) income
$
(1,308
)
 
$
(4,348
)
 
$
(4,147
)
 
$
9,058

 
$
(745
)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization
4

 
806

 
3,077

 
(24
)
 
3,863

Impairment of oil and gas properties and goodwill

 
1,922

 
3,486

 
46

 
5,454

Net gains on crude oil and natural gas derivative contracts

 
(504
)
 

 

 
(504
)
Equity in losses (earnings) of consolidated subsidiaries
1,007

 
3,429

 
4,633

 
(9,072
)
 
(3
)
Other, net
(882
)
 
(113
)
 
(807
)
 

 
(1,802
)
Changes in working capital and other tax payments, excluding amounts from dispositions
723

 
(1,750
)
 
395

 

 
(632
)
Net cash (used in) provided by operating activities
(456
)
 
(558
)
 
6,637

 
8

 
5,631

 
 
 
 
 
 
 
 
 
 
Cash flow from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(2,143
)
 
(5,072
)
 

 
(7,215
)
Acquisition of Deepwater GOM interests

 

 
(1,426
)
 

 
(1,426
)
Intercompany loans
(1,328
)
 
704

 

 
624

 

Dividends from (investments in) consolidated subsidiaries
1,221

 
(130
)
 
(2,408
)
 
1,317

 

Net proceeds from sale of Candelaria and Ojos del Salado

 

 
1,709

 

 
1,709

Net proceeds from sale of Eagle Ford shale assets

 
2,910

 

 

 
2,910

Other, net

 
41

 
180

 

 
221

Net cash (used in) provided by investing activities
(107
)
 
1,382

 
(7,017
)
 
1,941

 
(3,801
)
 
 
 
 
 
 
 
 
 
 
Cash flow from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from debt
7,464

 

 
1,246

 

 
8,710

Repayments of debt
(5,575
)
 
(3,994
)
 
(737
)
 

 
(10,306
)
Intercompany loans

 
810

 
(186
)
 
(624
)
 

Cash dividends and distributions paid, and contributions received
(1,305
)
 
2,364

 
(1,463
)
 
(1,325
)
 
(1,729
)
Other, net
(21
)
 
(3
)
 
(2
)
 

 
(26
)
Net cash provided by (used in) financing activities
563

 
(823
)
 
(1,142
)
 
(1,949
)
 
(3,351
)
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents

 
1

 
(1,522
)
 

 
(1,521
)
Cash and cash equivalents at beginning of year

 

 
1,985

 

 
1,985

Cash and cash equivalents at end of year
$

 
$
1

 
$
463

 
$

 
$
464








205


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Year Ended December 31, 2013

 
FCX
 
FM O&G LLC
 
Non-guarantor
 
 
 
Consolidated
 
Issuer
 
Guarantor
 
Subsidiaries
 
Eliminations
 
FCX
Cash flow from operating activities:
 
 
 
 
 
 
 
 
 
Net income (loss)
$
2,658

 
$
281

 
$
3,934

 
$
(3,432
)
 
$
3,441

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization
4

 
616

 
2,177

 

 
2,797

Net losses on crude oil and natural gas derivative contracts

 
334

 

 

 
334

Gain on investment in MMR
(128
)
 

 

 

 
(128
)
Equity in (earnings) losses of consolidated subsidiaries
(2,886
)
 
(281
)
 
(265
)
 
3,432

 

Other, net
8

 
(14
)
 
78

 

 
72

Changes in working capital and other tax payments, excluding amounts from acquisitions and dispositions
272

 
735

 
(1,384
)
 

 
(377
)
Net cash (used in) provided by operating activities
(72
)
 
1,671

 
4,540

 

 
6,139

 
 
 
 
 
 
 
 
 
 
Cash flow from investing activities:
 
 
 
 
 
 
 
 
 
Capital expenditures

 
(894
)
 
(4,392
)
 

 
(5,286
)
Acquisitions, net of cash acquired
(5,437
)
 

 
(4
)
 

 
(5,441
)
Intercompany loans
834

 

 
(162
)
 
(672
)
 

Dividends from (investments in) consolidated subsidiaries
629

 

 

 
(629
)
 

Other, net
15

 
30

 
(226
)
 

 
(181
)
Net cash used in investing activities
(3,959
)
 
(864
)
 
(4,784
)
 
(1,301
)
 
(10,908
)
 
 
 
 
 
 
 
 
 
 
Cash flow from financing activities:
 
 
 
 
 
 
 
 
 
Proceeds from debt
11,260

 

 
241

 

 
11,501

Repayments of debt and redemption of MMR preferred stock
(4,737
)
 
(416
)
 
(551
)
 

 
(5,704
)
Intercompany loans

 
(391
)
 
(281
)
 
672

 

Cash dividends and distributions paid
(2,281
)
 

 
(885
)
 
629

 
(2,537
)
Other, net
(211
)
 

 

 

 
(211
)
Net cash provided by (used in) financing activities
4,031

 
(807
)
 
(1,476
)
 
1,301

 
3,049

 
 
 
 
 
 
 
 
 
 
Net decrease in cash and cash equivalents

 

 
(1,720
)
 

 
(1,720
)
Cash and cash equivalents at beginning of year

 

 
3,705

 

 
3,705

Cash and cash equivalents at end of year
$

 
$

 
$
1,985

 
$

 
$
1,985


NOTE 18.  SUBSEQUENT EVENTS
As a result of the downgrade of the credit ratings of FCX debt below investment grade, FCX may be required to provide additional or alternative forms of financial assurance, such as letters of credit, surety bonds or collateral, related to its ARO and environmental obligations (refer to Note 12 for further discussion).

On February 15, 2016 , FCX announced it had entered into a definitive agreement to sell a 13 percent undivided interest in its Morenci unincorporated joint venture to SMM for $1.0 billion in cash. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close in mid-2016. FCX expects to record an approximate $550 million gain on the transaction and use losses to offset cash taxes on the transaction. Proceeds from the transaction will be used to repay borrowings under FCX's Term Loan and revolving credit facility.

The Morenci unincorporated joint venture is currently owned 85 percent by FCX and 15 percent by Sumitomo. Following completion of the transaction, the unincorporated joint venture will be owned 72 percent by FCX, 15 percent by Sumitomo and 13 percent by an affiliate that is wholly owned by SMM.

On February 26, 2016 , FCX reached an agreement to further amend its revolving credit facility and Term Loan. The amendments to FCX’s revolving credit facility and Term Loan include (i) modification of the maximum leverage ratio from 5.90 x to 8.00 x for the quarters ending March 31, 2016, and June 30, 2016, from 5.75 x to 8.00 x for the quarter ending September 30, 2016, and from 5.00 x to 6.00 x for the quarter ending December 31, 2016; and no changes to 2017 (remains 4.25 x) or thereafter (reverts to 3.75 x) and (ii) modification to the minimum interest expense coverage ratio (ratio of consolidated EBITDAX, as defined in the amended agreements, to consolidated cash interest expense) from 2.50 x to 2.25 x.


206



The commitment under FCX’s revolving credit facility has been reduced from $4.0 billion to $3.5 billion .

A springing collateral and guarantee trigger was also added to the revolving credit facility and Term Loan. Under this provision, if FCX has not entered into definitive agreements for asset sales totaling $3.0 billion in aggregate by June 30, 2016, that are reasonably expected to close by December 31, 2016, FCX will be required to secure the revolving credit facility and Term Loan with a mutually acceptable collateral and guarantee package. The springing collateral and guarantee trigger will also go into effect if such asset sales totaling $3.0 billion in aggregate have not occurred by December 31, 2016.

In addition, the mandatory prepayment provision was modified to provide that 100 percent (rather than the 50 percent under the December 2015 amendment) of the net proceeds received on or prior to December 31, 2016, in excess of the first $1.0 billion from asset sales, subject to certain exceptions, must be applied to repay the Term Loan if the lenders are unsecured and the leverage ratio (as defined in the amended agreement) is equal to or greater than 6.00 x.

The Term Loan and revolving credit facility contain a number of negative covenants that, among other things, restrict, subject to certain exceptions, the ability of FCX’s subsidiaries that are not borrowers or guarantors to incur additional indebtedness (including guarantee obligations) and FCX’s ability or the ability of FCX’s subsidiaries to: create liens on assets; enter into sale and leaseback transactions; engage in mergers, liquidations and dissolutions; or sell assets. Many of the exceptions to the subsidiary indebtedness restrictions and the lien restrictions have been narrowed significantly through March 31, 2017. In addition, on or prior to March 31, 2017, FCX is not permitted to pay dividends on its common stock or make other restricted payments. The pricing under the amended Term Loan and revolving credit facility also changed. If the total leverage ratio is greater than 6.00 x, then the existing interest rate will be increased by 0.50 percent , with an additional increase of 0.50 percent if the total leverage ratio is greater than 7.00 x.

FCX evaluated events after December 31, 2015 , and through the date the financial statements were issued, and determined any events or transactions occurring during this period that would require recognition or disclosure are appropriately addressed in these financial statements.



207


NOTE 19.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
 
Year
 
2015
 
 
 
 
 
 
 
 
 
 
Revenues a
$
4,153

 
$
4,248

 
$
3,681

 
$
3,795

 
$
15,877

 
Operating loss b,c,d
(2,963
)
 
(2,374
)
 
(3,945
)
 
(4,100
)
 
(13,382
)
 
Net loss
(2,406
)
 
(1,799
)
 
(3,790
)
 
(4,094
)
 
(12,089
)
 
Net (income) loss and preferred dividends
 
 
 
 
 
 
 
 
 
 
attributable to noncontrolling interests
(68
)
 
(52
)
 
(40
)
 
13

 
(147
)
 
Net loss attributable to common stockholders a,b,c,d
(2,474
)
 
(1,851
)
e  
(3,830
)

(4,081
)

(12,236
)
e  
Basic net loss per share attributable to
 
 
 
 
 
 
 
 
 
 
common stockholders
(2.38
)
 
(1.78
)
 
(3.58
)
 
(3.47
)
 
(11.31
)
 
Diluted net loss per share attributable to
 
 
 
 
 
 
 
 
 
 
common stockholders a,b,c,d
(2.38
)
 
(1.78
)
e  
(3.58
)

(3.47
)

(11.31
)
e  
 
 
 
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
 
 
Revenues f
$
4,985

 
$
5,522

 
$
5,696

 
$
5,235

 
$
21,438

 
Operating income (loss)
1,111

 
1,153

 
1,132

g,h  
(3,299
)
g,h  
97

g,h  
Net income (loss)
626

 
660

i,j  
704

i,j  
(2,735
)
i,j  
(745
)
i,j  
Net income and preferred dividends attributable to
 
 
 
 
 
 
 
 
 
 
noncontrolling interests
116

 
178

 
152

 
117

 
563

 
Net income (loss) attributable to
 
 
 
 
 
 
 
 
 
 
common stockholders f
510


482

i,j  
552

g,h,i,j  
(2,852
)
g,h,i,j  
(1,308
)
g,h,i,j  
Basic net income (loss) per share attributable to
 
 
 
 
 
 
 
 
 
 
common stockholders
0.49

 
0.46

 
0.53

 
(2.75
)
 
(1.26
)
 
Diluted net income (loss) per share attributable to
 
 
 
 
 
 
 
 
 
 
common stockholders f
0.49


0.46

i,j  
0.53

g,h,i,j  
(2.75
)
g,h,i,j  
(1.26
)
g,h,i,j  
a.
Includes charges of $48 million ( $30 million to net loss attributable to common stockholders or $0.03 per share) in the first quarter, $95 million ( $59 million to net loss attributable to common stockholders or $0.06 per share) in the second quarter, $74 million ( $46 million to net loss attributable to common stockholders or $0.04 per share) in the third quarter, $102 million ( $63 million to net loss attributable to common stockholders or $0.05 per share) in the fourth quarter and $319 million ( $198 million to net loss attributable to common stockholders or $0.18 per share) for the year for net noncash mark-to-market losses on crude oil derivative contracts.
b.
Includes charges of $3.1 billion ($2.4 billion to net loss attributable to common stockholders or $2.31 per share) in the first quarter, $2.7 billion ($2.0 billion to net loss attributable to common stockholders or $1.90 per share) in the second quarter, $3.7 billion ( $3.5 billion to net loss attributable to common stockholders or $3.25 per share) in the third quarter, $3.7 billion ( $3.7 billion to net loss attributable to common stockholders or $3.18 per share) in the fourth quarter and $13.1 billion ( $11.6 billion to net loss attributable to common stockholders or $10.72 per share) for the year to reduce the carrying value of oil and gas properties pursuant to full cost accounting rules. Additionally, after-tax impacts to net loss include net tax charges of $458 million ( $0.44 per share) in the first quarter, $305 million ( $0.29 per share) in the second quarter, $1.1 billion ( $1.07 per share) in the third quarter, $1.4 billion ( $1.21 per share) in the fourth quarter and $3.3 billion ( $3.09 per share) for the year to establish a valuation allowance primarily against U.S. federal alternative minimum tax credits and foreign tax credits, partly offset by a tax benefit related to the impairment of the Morocco oil and gas properties in the third quarter.
c.
Includes charges at oil and gas operations of $17 million ($10 million to net loss attributable to common stockholders or $0.01 per share) in the first quarter, $22 million ($14 million to net loss attributable to common stockholders or $0.01 per share) in the second quarter, $21 million ($13 million to net loss attributable to common stockholders or $0.01 per share) in the third quarter, $129 million ( $81 million to net loss attributable to common stockholders or $0.07 per share) in the fourth quarter and $188 million ( $117 million to net loss attributable to common stockholders or $0.11 per share) for the year for other asset impairments and inventory write-downs, idle/terminated rig costs and prior year non-income tax assessments related to the California properties.
d.
Includes charges of $4 million ($3 million to net loss attributable to common stockholders) in the first quarter, $59 million ($38 million to net loss attributable to common stockholders or $0.04 per share) in the second quarter, $91 million ($58 million to net loss attributable to common stockholders or $0.05 per share) in the third quarter, $184 million ( $118 million to net loss attributable to common stockholders or $0.10 per share) in the fourth quarter and $338 million ( $217 million to net loss attributable to common stockholders or $0.20 per share) for the year associated with inventory adjustments to copper and molybdenum inventories. Additionally, includes charges at mining operations of $95 million ($58 million to net loss attributable to common stockholders or $0.05 per share) in the third quarter, $64 million ( $38 million to net loss attributable to common stockholders or $0.03 per share) in the fourth quarter and $156 million ( $94 million to net loss attributable to common stockholders or $0.09 per share) for the year associated with impairments, restructuring and other net charges.
e.
Includes a gain of $92 million ( $0.09 per share) in the second quarter and for the year associated with the net proceeds received from insurance carriers and other third parties related to the shareholder derivative litigation settlement.


208


f.
Includes credits (charges) of $15 million ( $9 million to net income attributable to common stockholders or $0.01 per share) in the first quarter, $(7) million ( $(4) million to net income attributable to common stockholders) in the second quarter, $122 million ( $76 million to net income attributable to common stockholders or $0.07 per share) in the third quarter, $497 million ( $309 million to net loss attributable to common stockholders or $0.30 per share) in the fourth quarter and $627 million ( $389 million to net loss attributable to common stockholders or $0.37 per share) for the year for net noncash mark-to-market gains (losses) on crude oil and natural gas derivative contracts.
g.
Includes charges of $308 million ( $192 million to net income attributable to common stockholders or $0.18 per share) in the third quarter, $3.4 billion ( $2.1 billion to net loss attributable to common stockholders or $2.05 per share) in the fourth quarter and $3.7 billion ( $2.3 billion to net loss attributable to common stockholders or $2.24 per share) for the year to reduce the carrying value of oil and gas properties pursuant to full cost accounting rules. Additionally, includes charges at the oil and gas operations in the fourth quarter and for the year of (i) $1.7 billion ( $1.7 billion to net loss attributable to common stockholders or $1.65 per share) for the impairment of the full carrying value of goodwill and (ii) $46 million ( $29 million to net loss attributable to common stockholders or $0.03 per share) for idle/terminated rig costs and inventory write-downs.
h.
Includes net gains of $46 million ( $31 million to net income attributable to common stockholders or $0.03 per share) in the third quarter, $671 million ( $450 million to net loss attributable to common stockholders or $0.43 per share) in the fourth quarter and $717 million ( $481 million to net loss attributable to common stockholders or $0.46 per share) for the year primarily from the sale of the Candelaria and Ojos del Salado copper mining operations in the fourth quarter (refer to Note 2 for further discussion) and the sale of a metals injection molding plant in the third quarter.
i.
Includes tax charges of $57 million ( $0.06 per share) in the second quarter, $5 million in the third quarter, $22 million ( $0.02 per share) in the fourth quarter and $84 million ( $0.08 per share) for the year associated with deferred taxes recorded in connection with the allocation of goodwill to the sale of the Eagle Ford shale assets. Additionally, includes net tax charges (benefit) of $54 million ( $7 million attributable to noncontrolling interests and $47 million to net income attributable to common stockholders or $0.04 per share) in the third quarter, $(17) million ( $11 million attributable to noncontrolling interests and $(28) million to net loss attributable to common stockholders or $(0.03) per share) in the fourth quarter and $37 million ( $18 million attributable to noncontrolling interests and $19 million to net loss attributable to common stockholders or $0.02 per share) for the year associated with changes in Chilean tax rules, U.S. federal income tax law and Peruvian tax rules, partially offset by a tax benefit related to changes in U.S. state income tax filing positions.
j.
Includes net gains (losses) on early extinguishment of debt totaling $4 million in the second quarter, $17 million ( $0.02 per share) in the third quarter, $(18) million ( $(0.02) per share) in the fourth quarter and $3 million for the year. Refer to Note 8 for further discussion.

NOTE 20.  SUPPLEMENTARY MINERAL RESERVE INFORMATION (UNAUDITED)
Recoverable proven and probable reserves have been calculated as of December 31, 2015 , in accordance with Industry Guide 7 as required by the Securities Exchange Act of 1934. FCX’s proven and probable reserves may not be comparable to similar information regarding mineral reserves disclosed in accordance with the guidance in other countries. Proven and probable reserves were determined by the use of mapping, drilling, sampling, assaying and evaluation methods generally applied in the mining industry, as more fully discussed below. The term “reserve,” as used in the reserve data presented here, means that part of a mineral deposit that can be economically and legally extracted or produced at the time of the reserve determination. The term “proven reserves” means reserves for which (i) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (ii) grade and/or quality are computed from the results of detailed sampling; and (iii) the sites for inspection, sampling and measurements are spaced so closely and the geologic character is sufficiently defined that size, shape, depth and mineral content of reserves are well established. The term “probable reserves” means reserves for which quantity and grade are computed from information similar to that used for proven reserves but the sites for sampling are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

FCX’s reserve estimates are based on the latest available geological and geotechnical studies. FCX conducts ongoing studies of its ore bodies to optimize economic values and to manage risk. FCX revises its mine plans and estimates of proven and probable mineral reserves as required in accordance with the latest available studies.

Estimated recoverable proven and probable reserves at December 31, 2015 , were determined using long-term average prices of $2.00 per pound for copper, $1,000 per ounce for gold and $10 per pound for molybdenum. For the three-year period ended December 31, 2015 , LME spot copper prices averaged $2.97 per pound, London PM gold prices averaged $1,276 per ounce and the weekly average price for molybdenum quoted by Metals Week averaged $9.45 per pound.



209


The recoverable proven and probable reserves presented in the table below represent the estimated metal quantities from which FCX expects to be paid after application of estimated metallurgical recovery rates and smelter recovery rates, where applicable. Recoverable reserves are that part of a mineral deposit that FCX estimates can be economically and legally extracted or produced at the time of the reserve determination.
 
Recoverable Proven and Probable Mineral Reserves

 
Estimated at December 31, 2015
 
Copper a
(billion pounds)
 
Gold
(million ounces)
 
Molybdenum
(billion pounds)
North America
33.5

 
0.3

 
2.38

South America
30.8

 

 
0.67

Indonesia b
28.0

 
26.8

 

Africa
7.2

 

 

Consolidated c
99.5

 
27.1

 
3.05

 
 
 
 
 
 
Net equity interest d
79.3

 
24.6

 
2.73

a.
Consolidated recoverable copper reserves included 3.8 billion pounds in leach stockpiles and 1.0 billion pounds in mill stockpiles.
b.
Recoverable proven and probable reserves reflect estimates of minerals that can be recovered through the end of 2041 (refer to Note 13 for discussion of PT-FI's COW).
c.
Consolidated reserves represent estimated metal quantities after reduction for joint venture partner interests at the Morenci mine in North America and the Grasberg minerals district in Indonesia (refer to Notes 3 and 18 for further discussion of FCX's joint ventures). Excluded from the table above were FCX’s estimated recoverable proven and probable reserves of 0.87 billion pounds of cobalt at Tenke and 271.2 million ounces of silver in Indonesia, South America and North America, which were determined using long-term average prices of $10 per pound for cobalt and $15 per ounce for silver.
d.
Net equity interest reserves represent estimated consolidated metal quantities further reduced for noncontrolling interest ownership (refer to Note 3 for further discussion of FCX's ownership in subsidiaries). Excluded from the table above were FCX’s estimated recoverable proven and probable reserves of 0.49 billion pounds of cobalt at Tenke and 221.6 million ounces of silver in Indonesia, South America and North America.


210


 
 
Recoverable Proven and Probable Mineral Reserves
 
 
Estimated at December 31, 2015
 
 
 
 
Average Ore Grade
Per Metric Ton a
 
Recoverable Proven and
Probable Reserves b
 
 
Ore a
(million metric tons)
 
Copper (%)
 
Gold (grams)
 
Molybdenum (%)
 
Copper
(billion pounds)
 
Gold
(million ounces)
 
Molybdenum
(billion pounds)
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed and producing:
 
 
 
 
 
 
 
 
 
 
 
 
Morenci
 
3,574

 
0.27
 

 
c  
14.1

 

 
0.17

Bagdad
 
1,253

 
0.33
 

c  
0.02
 
7.6

 
0.1

 
0.38

Safford
 
84

 
0.43
 

 
 
0.8

 

 

Sierrita
 
2,319

 
0.23
 

c  
0.03
 
10.2

 
0.1

 
1.04

Miami
 

 
 

 
 
0.1

 

 

Chino
 
237

 
0.45
 
0.02

 
c  
2.2

 
0.1

 
0.01

Tyrone
 
13

 
0.42
 

 
 
0.3

 

 

Henderson
 
81

 
 

 
0.17
 

 

 
0.25

Climax
 
178

 
 

 
0.15
 

 

 
0.55

Undeveloped:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cobre
 
79

 
0.35
 

 
 
0.3

 

 

South America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed and producing:
 
 
 
 
 
 
 
 
 
 
 
 
Cerro Verde
 
3,856

 
0.37
 

 
0.01
 
28.2

 

 
0.67

El Abra
 
399

 
0.44
 

 
 
2.6

 

 

Indonesia d
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed and producing:
 
 
 
 
 
 
 
 
 
 
 
 
Deep Mill Level Zone
 
460

 
0.89
 
0.74

 
 
7.9

 
8.7

 

Grasberg open pit
 
129

 
1.08
 
1.29

 
 
2.7

 
4.5

 

Deep Ore Zone
 
116

 
0.56
 
0.69

 
 
1.2

 
2.0

 

Big Gossan
 
54

 
2.26
 
0.99

 
 
2.5

 
1.1

 

Undeveloped:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grasberg Block Cave
 
962

 
1.03
 
0.78

 
 
18.4

 
15.6

 

Kucing Liar
 
395

 
1.27
 
1.09

 
 
9.4

 
6.4

 

Africa
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Developed and producing:
 
 
 
 
 
 
 
 
 
 
 
 
Tenke Fungurume
 
99

 
3.19
 

 
 
7.2

 

 

Total 100% basis
 
14,288

 
 
 
 
 
 
 
115.7

 
38.6

 
3.07

Consolidated e
 
 
 
 
 
 
 
 
 
99.5

 
27.1

 
3.05

FCX’s equity share f
 
 
 
 
 
 
 
 
 
79.3

 
24.6

 
2.73

a.
Excludes material contained in stockpiles.
b.
Includes estimated recoverable metals contained in stockpiles.
c.
Amounts not shown because of rounding.
d.
Recoverable proven and probable reserves reflect estimates of minerals that can be recovered through the end of 2041 (refer to Note 13 for discussion of PT-FI's COW).
e.
Consolidated reserves represent estimated metal quantities after reduction for joint venture partner interests at the Morenci mine in North America and the Grasberg minerals district in Indonesia. Refer to Notes 3 and 18 for further discussion of FCX's joint ventures.
f.
Net equity interest reserves represent estimated consolidated metal quantities further reduced for noncontrolling interest ownership. Refer to Note 3 for further discussion of FCX's ownership in subsidiaries.


211


NOTE 21.  SUPPLEMENTARY OIL AND GAS INFORMATION (UNAUDITED)
Costs Incurred. A summary of the costs incurred for FCX's oil and gas acquisition, exploration and development activities for the years ended December 31 follows:
 
2015
 
2014
 
2013 a
 
Property acquisition costs:
 
 
 
 
 
 
Proved properties
$

 
$
463

 
$
12,205

b  
Unproved properties
61

 
1,460

 
11,259

c  
Exploration costs
1,250

 
1,482

 
502

 
Development costs
1,442

 
1,270

 
854

 
 
$
2,753

 
$
4,675

 
$
24,820

 
a.
Includes the results of FM O&G beginning June 1, 2013.
b.
Includes $12.2 billion from the acquisitions of PXP and MMR.
c.
Includes $11.1 billion from the acquisitions of PXP and MMR.

These amounts included (decreases) increases in AROs of $(80) million in 2015 , $(27) million in 2014 and $1.1 billion in 2013 (including $1.0 billion assumed in the acquisitions of PXP and MMR), capitalized general and administrative expenses of $124 million in 2015, $143 million in 2014 and $67 million in 2013 , and capitalized interest of $58 million in 2015, $88 million in 2014 and $69 million in 2013 .

Capitalized Costs. The aggregate capitalized costs subject to amortization for oil and gas properties and the aggregate related accumulated amortization as of December 31 follow:
 
2015
 
2014
 
2013
 
Properties subject to amortization
$
24,538

 
$
16,547

 
$
13,829

 
Accumulated amortization
(22,276
)
a  
(7,360
)
a  
(1,357
)
 
 
$
2,262

 
$
9,187

 
$
12,472

 
a.
Includes charges of $13.1 billion in 2015 and $3.7 billion in 2014 to reduce the carrying value of oil and gas properties pursuant to full cost accounting rules.

The average amortization rate per barrel of oil equivalents (BOE) was $33.46 in 2015 , $39.74 in 2014 and $35.54 for the period from June 1, 2013, to December 31, 2013.

Costs Not Subject to Amortization. A summary of the categories of costs comprising the amount of unproved properties not subject to amortization by the year in which such costs were incurred follows:
 
 
 
 
Years Ended December 31,
 
 
Total
 
2015
 
2014
 
2013 a
U.S.:
 
 
 
 
 
 
 
 
  Onshore
 
 
 
 
 
 
 
 
  Acquisition costs
 
$
389

 
$
6

 
$

 
$
383

  Exploration costs
 
8

 
7

 
1

 

  Capitalized interest
 
2

 
2

 

 

  Offshore
 
 
 
 
 
 
 
 
  Acquisition costs
 
4,048

 
57

 
1,304

 
2,687

  Exploration costs
 
331

 
201

 
130

 

  Capitalized interest
 
37

 
25

 
11

 
1

International:
 
 
 
 
 
 
 
 
  Offshore
 
 
 
 
 
 
 
 
  Acquisition costs
 
7

 

 

 
7

  Exploration costs
 
7

 
2

 
5

 

  Capitalized interest
 
2

 
1

 
1

 

 
 
$
4,831

 
$
301

 
$
1,452

 
$
3,078

a.
Includes the results of FM O&G beginning June 1, 2013.



212


FCX expects that 40 percent of the costs not subject to amortization at December 31, 2015 , will be transferred to the amortization base over the next five years and the majority of the remainder in the next seven to ten years.

Of the total U.S. net undeveloped acres, 24 percent is covered by leases that expire from 2016 to 2018 . As a result of declining crude oil prices, FCX's current plans anticipate that the majority of the expiring acreage will not be retained by drilling operations or other means. Currently, FM O&G has a commitment to drill a second well in Morocco in 2016. However, FM O&G is actively negotiating with its partners to modify its work program, which, if successful, would result in changes in the timing, amount or type of future commitment. The exploration permits covering FM O&G's Morocco acreage expire at the end of 2016 ; however, FM O&G has the ability, under certain circumstances, to extend the exploration permits through 2019 . Over 95 percent of the acreage in the Haynesville shale in Louisiana is currently held by production or held by operations.

Results of Operations for Oil and Gas Producing Activities. The results of operations from oil and gas producing activities for the years ended December 31, 2015 and 2014 , and the period from June 1, 2013, to December 31, 2014 , presented below exclude non-oil and gas revenues, general and administrative expenses, goodwill impairment, interest expense and interest income. Income tax benefit (expense) was determined by applying the statutory rates to pre-tax operating results:
 
Years Ended December 31,
 
June 1, 2013, to
 
2015
 
2014
 
December 31, 2013
Revenues from oil and gas producing activities
$
1,994

 
$
4,710

 
$
2,616

Production and delivery costs
(1,215
)
 
(1,237
)
 
(682
)
Depreciation, depletion and amortization
(1,772
)
 
(2,265
)
 
(1,358
)
Impairment of oil and gas properties
(13,144
)
 
(3,737
)
 

Income tax benefit (expense) (based on FCX's statutory tax rate)
5,368

 
958

 
(219
)
Results of operations from oil and gas producing activities
$
(8,769
)
 
$
(1,571
)
 
$
357


Proved Oil and Natural Gas Reserve Information. The following information summarizes the net proved reserves of oil (including condensate and natural gas liquids (NGLs)) and natural gas and the standardized measure as described below. All of FCX's oil and natural gas reserves are located in the U.S.

Management believes the reserve estimates presented herein are reasonable and prepared in accordance with guidelines established by the SEC as prescribed in Regulation S-X, Rule 4-10. However, there are numerous uncertainties inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the amount and timing of development expenditures, including many factors beyond FCX's control. Reserve engineering is a subjective process of estimating the recovery from underground accumulations of oil and natural gas that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Because all oil and natural gas reserve estimates are to some degree subjective, the quantities of oil and natural gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures, and future crude oil and natural gas sales prices may all differ from those assumed in these estimates. In addition, different reserve engineers may make different estimates of reserve quantities and cash flows based upon the same available data. Therefore, the standardized measure of discounted future net cash flows (Standardized Measure) shown below represents estimates only and should not be construed as the current market value of the estimated reserves attributable to FCX's oil and gas properties. In this regard, the information set forth in the following tables includes revisions of reserve estimates attributable to proved properties acquired from PXP and MMR, and reflect additional information from subsequent development activities, production history of the properties involved and any adjustments in the projected economic life of such properties resulting from changes in product prices.

Decreases in the prices of crude oil and natural gas could have an adverse effect on the carrying value of the proved reserves, reserve volumes and FCX's revenues, profitability and cash flows. FCX's reference prices for reserve determination are the WTI spot price for crude oil and the Henry Hub price for natural gas. As of February 2016 , the twelve-month average of the first-day-of-the-month historical reference price for crude oil has decreased from $50.28 per barrel at December 31, 2015 , to $47.54 per barrel, while the comparable price for natural gas has decreased from $2.59 per MMBtu at December 31, 2015 , to $2.50 per MMBtu.



213


The market price for California crude oil differs from the established market indices in the U.S. primarily because of the higher transportation and refining costs associated with heavy oil, which can vary based on global supply and demand, refinery utilization and inventory levels. Approximately 33 percent of FCX's oil and natural gas reserve volumes are attributable to properties in California where differentials to the reference prices have been volatile as a result of these factors.

The market price for GOM crude oil differs from WTI as a result of a large portion of FCX's production being sold under a Heavy Louisiana Sweet based pricing. Approximately 59 percent of FCX's December 31, 2015 , oil and natural gas reserve volumes are attributable to properties in the GOM where oil price realizations are generally higher because of these marketing contracts.

Estimated Quantities of Oil and Natural Gas Reserves. The following table sets forth certain data pertaining to proved, proved developed and proved undeveloped reserves, all of which are in the U.S., for the years ended December 31, 2015 and 2014 , and the period from June 1, 2013, to December 31, 2013 .
 
 
Oil
 
Gas
 
Total
 
 
(MMBbls) a,b
 
(Bcf) a
 
(MMBOE) a
2015
 
 
 
 
 
 
Proved reserves:
 
 
 
 
 
 
Balance at beginning of year
 
288

 
610

 
390

Extensions and discoveries
 
11

 
43

 
17

Acquisitions of reserves in-place
 

 

 

Revisions of previous estimates
 
(54
)
 
(287
)
 
(102
)
Sale of reserves in-place
 

 
(2
)
 

Production
 
(38
)
 
(90
)
 
(53
)
Balance at end of year

 
207

 
274

 
252

 
 
 
 
 
 
 
Proved developed reserves at December 31, 2015
 
129

 
245

 
169

 
 
 
 
 
 
 
Proved undeveloped reserves at December 31, 2015
 
78

 
29

 
83

2014
 
 
 
 
 
 
Proved reserves:
 
 
 
 
 
 
Balance at beginning of year
 
370

 
562

 
464

Extensions and discoveries
 
10

 
35

 
16

Acquisitions of reserves in-place
 
14

 
9

 
16

Revisions of previous estimates
 
(10
)
 
140

 
13

Sale of reserves in-place
 
(53
)
 
(54
)
 
(62
)
Production
 
(43
)
 
(82
)
 
(57
)
Balance at end of year

 
288

 
610

 
390

 
 
 
 
 
 
 
Proved developed reserves at December 31, 2014
 
184

 
369

 
246

 
 
 
 
 
 
 
Proved undeveloped reserves at December 31, 2014
 
104

 
241

 
144

2013
 
 
 
 
 
 
Proved reserves:
 
 
 
 
 
 
Balance at beginning of year
 

 

 

Acquisitions of PXP and MMR
 
368

 
626

 
472

Extensions and discoveries
 
20

 
20

 
24

Revisions of previous estimates
 
11

 
(26
)
 
7

Sale of reserves in-place
 

 
(3
)
 
(1
)
Production
 
(29
)
 
(55
)
 
(38
)
Balance at end of year
 
370

 
562

 
464

 
 
 
 
 
 
 
Proved developed reserves at December 31, 2013
 
236

 
423

 
307

 
 
 
 
 
 
 
Proved undeveloped reserves at December 31, 2013
 
134

 
139

 
157

a.
MMBbls = million barrels; Bcf = billion cubic feet; MMBOE = million BOE
b.
Includes 9 MMBbls of NGL proved reserves ( 6 MMBbls of developed and 3 MMBbls of undeveloped) at December 31, 2015 , 10 MMBbls of NGL proved reserves ( 7 MMBbls of developed and 3 MMBbls of undeveloped) at December 31, 2014 , and 20 MMBbls of NGL proved reserves ( 14 MMBbls of developed and 6 MMBbls of undeveloped) at December 31, 2013 .



214


For the year ended December 31, 2015 , FCX had a total of 17 MMBOE of extensions and discoveries, including 14 MMBOE in the Deepwater GOM, primarily associated with the continued successful development of Horn Mountain and 3 MMBOE in the Haynesville shale resulting from continued successful drilling that extended and developed FCX's proved acreage. For the year ended December 31, 2014 , FCX had a total of 16 MMBOE of extensions and discoveries, including 8 MMBOE in the Deepwater GOM, primarily associated with the continued successful development at Horn Mountain and 5 MMBOE in the Haynesville shale resulting from continued successful drilling that extended and developed FCX's proved acreage. From June 1, 2013, to December 31, 2013, FCX had a total of 24 MMBOE of extensions and discoveries, including 16 MMBOE in the Eagle Ford shale resulting from continued successful drilling that extended and developed FCX's proved acreage and 5 MMBOE in the Deepwater GOM, primarily associated with the previously drilled Holstein Deep development acquired during 2013.

For the year ended December 31, 2015 , FCX had net negative revisions of 102 MMBOE primarily related to lower oil and gas price realizations. For the year ended December 31, 2014 , FCX had net positive revisions of 13 MMBOE primarily related to improved gas price realizations in both the Haynesville shale and Madden field, as well as continued improved performance in the Eagle Ford shale prior to the disposition, partially offset by the downward revisions of certain proved undeveloped reserves resulting from deferred development plans, as well as lower oil price realizations and higher steam-related operating expenses resulting from higher natural gas prices at certain onshore California properties. From June 1, 2013, to December 31, 2013, FCX had net positive revisions of 7 MMBOE primarily related to improved performance at certain onshore California and Deepwater GOM properties, partially offset by performance reductions primarily related to certain other Deepwater GOM properties and the Haynesville shale.

Excluding the impact of crude oil derivative contracts, the average realized sales prices used in FCX's reserve reports as of December 31, 2015 , were $47.80 per barrel of crude oil and $2.55 per one thousand cubic feet (Mcf) of natural gas. As of December 31, 2014, the average realized sales prices used in FCX's reserve report were $93.20 per barrel of crude oil and $4.35 per Mcf.

For the year ended December 31, 2014 , FCX acquired reserves in-place totaling 16 MMBOE from the acquisition of interests in the Deepwater GOM, including interests in the Lucius and Heidelberg oil fields.

For the year ended December 31, 2014 , FCX sold reserves in-place totaling 62 MMBOE primarily related to its Eagle Ford shale assets. From June 1, 2013, to December 31, 2013, FCX sold reserves in-place totaling 1 MMBOE related to its Panhandle properties.

Standardized Measure. The Standardized Measure (discounted at 10 percent ) from production of proved oil and natural gas reserves has been developed as of December 31, 2015 , 2014 and 2013 , in accordance with SEC guidelines. FCX estimated the quantity of proved oil and natural gas reserves and the future periods in which they are expected to be produced based on year-end economic conditions. Estimates of future net revenues from FCX's proved oil and gas properties and the present value thereof were made using the twelve-month average of the first-day-of-the-month historical reference prices as adjusted for location and quality differentials, which are held constant throughout the life of the oil and gas properties, except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations (excluding the impact of crude oil derivative contracts). Future gross revenues were reduced by estimated future operating costs (including production and ad valorem taxes) and future development and abandonment costs, all of which were based on current costs in effect at December 31, 2015 , 2014 and 2013 , and held constant throughout the life of the oil and gas properties. Future income taxes were calculated by applying the statutory federal and state income tax rate to pre-tax future net cash flows, net of the tax basis of the respective oil and gas properties and utilization of FCX's available tax carryforwards related to its oil and gas operations.



215


The Standardized Measure related to proved oil and natural gas reserves as of December 31 follows:
 
2015
 
2014
 
2013
Future cash inflows
$
10,536

 
$
29,504

 
$
38,901

Future production expense
(4,768
)
 
(10,991
)
 
(12,774
)
Future development costs a
(4,130
)
 
(6,448
)
 
(6,480
)
Future income tax expense

 
(2,487
)
 
(4,935
)
Future net cash flows
1,638

 
9,578

 
14,712

Discounted at 10% per year
(246
)
 
(3,157
)
 
(5,295
)
Standardized Measure
$
1,392

 
$
6,421

 
$
9,417

a.
Includes estimated asset retirement costs of $1.9 billion at December 31, 2015 , and $1.8 billion at December 31, 2014 and 2013 .

A summary of the principal sources of changes in the Standardized Measure for the years ended December 31 follows:
 
 
2015
 
2014
 
2013 a
Balance at beginning of year
 
$
6,421

 
$
9,417

 
$

Changes during the year:
 
 
 
 
 
 
Reserves acquired in the acquisitions of PXP and MMR
 

 

 
14,467

Sales, net of production expenses
 
(928
)
 
(3,062
)
 
(2,296
)
Net changes in sales and transfer prices, net of production expenses
 
(7,766
)
 
(2,875
)
 
(459
)
Extensions, discoveries and improved recoveries
 
45

 
194

 
752

Changes in estimated future development costs
 
1,287

 
(498
)
 
(1,190
)
Previously estimated development costs incurred during the year
 
985

 
982

 
578

Sales of reserves in-place
 

 
(1,323
)
 
(12
)
Other purchases of reserves in-place
 

 
487

 

Revisions of quantity estimates
 
(1,170
)
 
399

 
102

Accretion of discount
 
797

 
1,195

 
701

Net change in income taxes
 
1,721

 
1,505

 
(3,226
)
Total changes
 
(5,029
)
 
(2,996
)
 
9,417

Balance at end of year
 
$
1,392

 
$
6,421

 
$
9,417

a.
Includes the results of FM O&G beginning June 1, 2013.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

Item 9A.  Controls and Procedures.

(a)            Evaluation of disclosure controls and procedures . Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this annual report on Form 10-K. Based on their evaluation, they have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

(b)            Changes in internal controls . There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2015 , that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(c)           Management’s annual report on internal control over financial reporting and the report thereon of Ernst & Young LLP are included herein under Item 8. “Financial Statements and Supplemental Data.”



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Item 9B.  Other Information.

Amended and Restated Term Loan
On February 26, 2016, Freeport-McMoRan Inc. (FCX) and Freeport-McMoRan Oil & Gas LLC (FM O&G LLC), as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, Bank of America, N.A., as syndication agent, and each of the lenders party thereto entered into an agreement to amend and restate the Term Loan Agreement dated as of February 14, 2013, as amended by the First Amendment dated as of February 27, 2015, and the Second Amendment dated as of December 9, 2015, among the borrowers, the administrative agent, the syndication agent, and each of the lenders party thereto (Amended and Restated Term Loan).
The changes made pursuant to the Amended and Restated Term Loan include modification of the maximum total leverage ratio from 5.90x to 8.00x for the quarters ending March 31, 2016, and June 30, 2016, from 5.75x to 8.00x for the quarter ending September 30, 2016, and from 5.00x to 6.00x for the quarter ending December 31, 2016. There was no change to the maximum total leverage ratio for 2017 (remains 4.25x) or thereafter (reverts to 3.75x). The minimum interest expense coverage ratio (ratio of consolidated EBITDAX, as defined in the Amended and Restated Term Loan, to consolidated cash interest expense) was also decreased from 2.50x to 2.25x.
In addition, the mandatory prepayment provision was modified to provide that 100 percent (rather than the current 50 percent) of the net proceeds received on or prior to December 31, 2016, in excess of the first $1.0 billion from asset sales, subject to certain exceptions, must be applied to repay the term loan if the lenders are unsecured and the total leverage ratio is equal to or greater than 6.00x. A springing collateral and guarantee trigger was also added to provide that if FCX has not entered into definitive agreements for asset sales totaling $3.0 billion in aggregate by June 30, 2016, that are reasonably expected to close by December 31, 2016, FCX will be required to guarantee and secure the term loan with a mutually acceptable collateral and guarantee package. The springing collateral and guarantee trigger will also go into effect if such asset sales totaling $3.0 billion in aggregate have not been consummated by December 31, 2016.
The term loan contains a number of negative covenants that, among other things, restrict, subject to certain exceptions, the ability of FCX’s subsidiaries that are not borrowers or guarantors to incur additional indebtedness (including guarantee obligations) and FCX’s ability or the ability of FCX’s subsidiaries to: create liens on assets; enter into sale and leaseback transactions; engage in mergers, liquidations and dissolutions; or sell assets. Many of the exceptions to the subsidiary indebtedness restrictions and the lien restrictions have been narrowed significantly through March 31, 2017. In addition, on or prior to March 31, 2017, FCX is not permitted to pay dividends on its common stock or make other restricted payments. The pricing under the amended term loan is also changed. If the total leverage ratio is greater than 6.0x, then the existing interest rate will be increased by 0.50 percent, with an additional increase of 0.50 percent (i.e., a total increase of 1.0 percent above the existing interest rate) if the total leverage ratio is greater than 7.0x.
Amended and Restated Revolving Credit Facility
On February 26, 2016, FCX, PT Freeport Indonesia (PT-FI), and FM O&G LLC, as borrowers, JPMorgan Chase Bank, N.A. as administrative agent, collateral agent and swingline lender, Bank of America, N.A., as syndication agent and each of the lenders party thereto entered into an agreement to amend and restate the Revolving Credit Agreement dated as of February 14, 2013, as amended by the First Amendment dated as of May 30, 2014, the Second Amendment dated as of February 27, 2015, and the Third Amendment dated as of December 9, 2015, among the borrowers, the administrative agent, the syndication agent, and each of the lenders party thereto (Amended and Restated Revolving Credit Facility).
The changes pursuant to the Amended and Restated Revolving Credit Facility include modification of the maximum total leverage ratio, the minimum interest expense coverage ratio, the addition of the springing collateral and guarantee trigger, the addition of certain temporary negative covenants and certain existing negative covenants have been temporarily narrowed significantly, and pricing changes, all of which are consistent with the changes to the Amended and Restated Term Loan described above.
The commitments under the Amended and Restated Revolving Credit Facility have been reduced by $500 million from $4.0 billion to $3.5 billion. As of February 26, 2016, outstanding borrowings totaled $515 million and $38 million of letters of credit were issued under the revolving credit facility, resulting in current availability of approximately $2.9 billion, of which approximately $1.5 billion could be used for additional letters of credit.


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JPMorgan Chase Bank, N.A. and Bank of America, N.A. and their respective affiliates have in the past engaged, and may in the future engage, in transactions with and perform services, including commercial banking, financial advisory and investment banking services, for FCX and its affiliates in the ordinary course of business for which JPMorgan Chase Bank, N.A. and Bank of America, N.A. have received or will receive customary fees and expenses.

Refer to Note 8 for additional information about the term loan and the revolving credit facility.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

The information set forth under the captions “Information About Director Nominees” and “Section 16(a) Beneficial Ownership Reporting Compliance” of our definitive proxy statement to be filed with the United States Securities and Exchange Commission (SEC), relating to our 2016 annual meeting of stockholders, is incorporated herein by reference. The information required by Item 10 regarding our executive officers appears in a separately captioned heading after Item 4. "Executive Officers of the Registrant" in Part I of this report.

Item 11.  Executive Compensation.

The information set forth under the captions “Director Compensation” and “Executive Officer Compensation” of our definitive proxy statement to be filed with the SEC, relating to our 2016 annual meeting of stockholders, is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information set forth under the captions “Stock Ownership of Directors and Executive Officers” and “Stock Ownership of Certain Beneficial Owners” of our definitive proxy statement to be filed with the SEC, relating to our 2016 annual meeting of stockholders, is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

The information set forth under the caption “Certain Transactions” of our definitive proxy statement to be filed with the SEC, relating to our 2016 annual meeting of stockholders, is incorporated herein by reference.

Item 14.  Principal Accounting Fees and Services.

The information set forth under the caption “Independent Registered Public Accounting Firm” of our definitive proxy statement to be filed with the SEC, relating to our 2016 annual meeting of stockholders, is incorporated herein by reference.

PART IV

Item 15.  Exhibits, Financial Statement Schedules.

(a)(1).                       Financial Statements.

The consolidated statements of operations, comprehensive (loss) income, cash flows and equity, and the consolidated balance sheets are included as part of Item 8. “Financial Statements and Supplementary Data.”

(a)(2).                       Financial Statement Schedules.

Reference is made to the Index to Financial Statements appearing on page F-1 hereof.

(a)(3).                       Exhibits.

Reference is made to the Exhibit Index beginning on page E-1 hereof.


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GLOSSARY OF TERMS
Following is a glossary of selected terms used throughout the FCX Form 10-K that are technical in nature:
Mining
Adits. A horizontal passage leading into a mine for the purposes of access or drainage.
Agitation-leach plant. A processing plant that recovers copper and other metals by passing a slurry of finely ground ores mixed with acidic solutions through a series of continuously stirred tanks.
Alluvial aquifers. A water-bearing deposit of loosely arranged gravel, sand or silt left behind by a river or other flowing water.
Anode. A positively charged metal sheet, usually lead, on which oxidation occurs. During the electro-refining process, the anode are impure copper sheets from the smelting process that require further processing to produce refined copper cathode.
Azurite. A bluish supergene copper mineral and ore found in the oxidized portions of copper deposits often associated with malachite.
Bench. The horizontal floor cuttings along which mining progresses in an open-pit mine. As the pit progresses to lower levels, safety benches are left in the walls to catch any falling rock.
Blasthole stoping. An underground mining method that extracts the ore zone in large vertical rooms. The ore is broken by blasting using large-diameter vertical drill holes.
Block cave. A general term used to describe an underground mining method where the extraction of ore depends largely on the action of gravity. By continuously removing a thin horizontal layer at the bottom mining level of the ore column, the vertical support of the ore column is removed and the ore then caves by gravity.
Bornite. A red-brown isometric mineral comprising copper, iron and sulfur.
Brochantite. A greenish-black copper mineral occurring in the oxidation zone of copper sulfide deposits.
Carrollite. A cubic sulfide of cobalt with small amounts of copper, iron and nickel.
Cathode. Refined copper produced by electro-refining of impure copper or by electrowinning.
Chalcocite. A grayish copper sulfide mineral, usually found as a supergene in copper deposits formed from the re-deposition of copper minerals that were solubilized from the oxide portion of the deposit.
Chalcopyrite. A brass-yellow sulfide of mineral copper and iron.
Chrysocolla. A bluish-green to emerald-green oxide copper mineral that forms incrustations and thin seams in oxidized parts of copper-mineral veins; a source of copper and an ornamental stone.
Cobalt. A tough, lustrous, nickel-white or silvery-gray metallic element often associated with nickel and copper ores from which it is obtained as a by-product.
Concentrate. The resulting product from the concentrating process that is composed predominantly of copper sulfide or molybdenum sulfide minerals. Further processing might include smelting and electro-refining, or roasting.
Concentrating. The process by which ore is separated into metal concentrate through crushing, milling and flotation.
Concentrator. A process plant used to separate targeted minerals from gangue and produce a mineral concentrate that can be marketed or processed by additional downstream processes to produce salable metals or mineral products. Term is used interchangeably with Mill.
Contained copper. The percentage of copper in a mineral sample before the reduction of amounts unable to be recovered during the metallurgical process.
Covellite. A metallic, indigo-blue supergene mineral found in copper deposits.

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Crushed-ore leach pad. A slightly sloping pad upon which leach ores are placed in lifts for processing.
Cutoff grade. The minimum percentage of copper contained in the ore for processing. When percentages are below this grade, the material would be routed to a high-lift or waste stockpile. When percentages are above grade, the material would be processed using concentrating or leaching methods for higher recovery.
Disseminations. A mineral deposit in which the desired minerals occur as scattered particles in the rock that has sufficient quantity to be considered an ore deposit.
Electrolytic refining. The purification of metals by electrolysis. A large piece of impure copper is used as the anode with a thin strip of pure copper as the cathode.
Electrowinning. A process that uses electricity to plate copper contained in an electrolyte solution into copper cathode.
Flotation. A concentrating process in which valuable minerals attach themselves to bubbles of an oily froth for separation as concentrate. The gangue material from the flotation process reports as a tailing product.
Grade. The relative quality or percentage of metal content.
Heterogenite. A cobalt mineral containing up to 4 percent copper oxide.
Leach stockpiles. A quantity of leachable ore placed on a leach pad or in another suitable location that permits leaching and collection of solutions that contain solubilized metal.
Leaching. The process of extracting copper using a chemical solution to dissolve copper contained in ore.
Malachite. A bright-green copper mineral (ore) that often occurs with azurite in oxidized zones of copper deposits.
Metric ton. The equivalent of 2,204.62 pounds.
Mill stockpile. Millable ore that has been mined, and is available for future processing.
Mine-for-leach. A mining operation focused on mining only leachable ores.
Mineralization. The process by which a mineral is introduced into a rock, resulting in concentration of minerals that may form a valuable or potentially valuable deposit.
Molybdenite. A black, platy, disulfide of molybdenum. It is the most common ore of molybdenum.
Ore body. A continuous, well-defined mass of mineralized material of sufficient ore content to make extraction economically feasible.
Oxide. In mining, oxide is used as an ore classification relating to material that usually leaches well but does not perform well in a concentrator. Oxide minerals in mining refer to an oxidized form.
Paste backfill. A slurry of paste material produced from railings with engineered cement and water content that is used to fill underground mined out stopes.
Porphyry. A deposit in which minerals of copper, molybdenum, gold or, less commonly, tungsten and tin are disseminated or occur in stock-work of small veinlets within a large mass of hydro-thermally altered igneous rock. The host rock is commonly an intrusive porphyry, but other rocks intruded by a porphyry can also be hosts for ore minerals.
Production level. With respect to underground mining, the elevation of the underground works that permit extraction/transport of the ore to a common point, shaft or plant.
Pseudomalachite. A dark-green monoclinic copper mineral.
Roasting. The heating of sulfide ores to oxidize sulfides to facilitate further processing.

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Run-of-Mine (ROM). Leachable ore that is mined and directly placed on a leach pad without utilizing any further processes to reduce particle size prior to leaching.
Skarn. A Swedish mining term for silicate gangue of certain iron ore and sulfide deposits of Archaean age, particularly those that have replaced limestone and dolomite. Its meaning has been generally expanded to include lime-bearing silicates, of any geologic age, derived from nearly pure limestone and dolomite with the introduction of large amounts of silicon, aluminum, iron and magnesium.
Smelting. The process of melting and oxidizing concentrate to separate copper and precious metals from metallic and non-metallic impurities, including iron, silica, alumina and sulfur.
Solution extraction. A process that transfers copper from a copper-bearing ore to an organic solution, then to an electrolyte. The electrolyte is then pumped to a tankhouse where the copper is extracted, using electricity, into a copper cathode (refer to the term Electrowinning), together referred to as solution extraction/electrowinning (SX/EW).
Spot price. The current price at which a commodity can be bought or sold at a specified time and place.
Stope. An underground mining method that is usually applied to highly inclined or vertical veins. Ore is extracted by driving horizontally upon it in a series of workings, one immediately over the other. Each horizontal working is called a stope because when a number of them are in progress, each working face under attack assumes the shape of a flight of stairs.
Sulfide. A mineral compound containing sulfur and a metal. Copper sulfides can be concentrated or leached, depending on the mineral type.
Tailing. The material remaining after economically recoverable metals and minerals have been extracted.
Tolling. The process of converting customer-owned material into specified products, which is then returned to the customer.
Oil and Gas
Seismic data. The data associated with sending energy waves or sound waves into the earth and recording the wave reflections to indicate the type, size, shape and depth of subsurface rock formations.
API gravity. A system of classifying oil based on its specific gravity, whereby the greater the gravity, the lighter the oil.
Barrel or Bbl . One stock tank barrel, or 42 U.S. gallons liquid volume (used in reference to crude oil or other liquid hydrocarbons).
Block . A block depicted on the Outer Continental Shelf Leasing and Official Protraction Diagrams issued by BOEM or a similar depiction on official protraction or similar diagrams issued by a state bordering on the Gulf of Mexico.
Blowouts. Accidents resulting from loss of hydraulic well control while conducting drilling operations.
Barrel of Oil Equivalent or BOE. One stock tank barrel equivalent of oil, calculated by converting gas volumes to equivalent oil barrels at a ratio of 6 thousand cubic feet to 1 barrel of oil.
British thermal unit or Btu. One British thermal unit is the amount of heat required to raise the temperature of one pound of water by one degree Fahrenheit.
Completion . The installation of permanent equipment for production of oil or gas, or, in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned.
Condensate. A mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.
Cratering. The collapse of the circulation system dug around the drilling rig for the prevention of blowouts.

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Deterministic method. The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.
Developed oil and gas reserves. Developed oil and gas reserves are reserves of any category that can be expected to be recovered: (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.
Development well . A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
Differential. An adjustment to the price of oil or natural gas from an established spot market price to reflect differences in the quality and/or location of oil or gas.
Exploratory well . A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir.
Field . An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious, strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms "structural feature" and "stratigraphic condition" are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, areas-of-interest, etc.
Gross well or gross acre . A well or acre in which the registrant owns a working interest. The numbers of gross wells is the total number of wells in which the registrant owns a working interest.
Net well or net acre. Deemed to exist when the sum of the fractional ownership working interests in gross wells or acres equals one. The number of net wells or acres is the sum of the fractional working interests owned in gross wells or acres expressed as whole numbers and fractions of whole numbers.
Natural gas liquids or NGLs. Hydrocarbons (primarily ethane, propane, butane and natural gasolines) which have been extracted from wet natural gas and become liquid under various combinations of increasing pressure and lower temperature.
Net revenue interest. An interest in a revenue stream net of all other interests burdening that stream, such as a lessor’s royalty and any overriding royalties. For example, if a lessor executes a lease with a one-eighth royalty, the lessor’s net revenue interest is 12.5 percent and the lessee’s net revenue interest is 87.5 percent.
Pay. Reservoir rock containing crude oil or natural gas.
Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.
Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical and geochemical), engineering and economic data are made to estimated ultimate recovery with time, reasonably certain estimated ultimate recovery is much more likely to increase or remain constant than to decrease.
Reserve life. A measure of the productive life of an oil and gas property or a group of properties, expressed in years. Reserve life is calculated by dividing proved reserve volumes at year end by production volumes. In our calculation of reserve life, production volumes are based on annualized fourth-quarter production and are adjusted, if necessary, to reflect property acquisitions and dispositions.
Reservoir . A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

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Resources. Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.
Royalty interest. An interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.
Sands. Sandstone or other sedimentary rocks.
Shale. A fine-grained, clastic sedimentary rock composed of mud that is a mix of flakes of clay minerals and tiny fragments of other minerals.
Standardized measure. The present value, discounted at 10 percent per year, of estimated future net revenues from the production of proved reserves, computed by applying sales prices used in estimating proved oil and natural gas reserves to the year-end quantities of those reserves in effect as of the dates of such estimates and held constant throughout the productive life of the reserves (except for consideration of future price changes to the extent provided by contractual arrangements in existence at year-end), and deducting the estimated future costs to be incurred in developing, producing and abandoning the proved reserves (computed based on year-end costs and assuming continuation of existing economic conditions). Future income taxes are calculated by applying the appropriate year-end statutory federal and state income tax rates, with consideration of future tax rates already legislated, to pre-tax future net cash flows, net of the tax basis of the properties involved and utilization of available tax carryforwards related to proved oil and natural gas reserves.
Undeveloped acreage. Lease acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil or gas regardless of whether the acreage contains proved reserves.
Undeveloped oil and gas reserves. Undeveloped oil and natural gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.
Working interest . An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.
For additional information regarding the definitions contained in this Glossary, or for other oil and gas definitions, refer to Rule 4-10 of Regulation S-X.

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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 26, 2016 .

Freeport-McMoRan Inc.


By: /s/ Richard C. Adkerson                                                                                 
Richard C. Adkerson
Vice Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 26, 2016 .
/s/ Richard C. Adkerson
Vice Chairman of the Board, President and Chief Executive Officer
Richard C. Adkerson
(Principal Executive Officer)
 
 
/s/ Kathleen L. Quirk
Executive Vice President, Chief Financial Officer and Treasurer
Kathleen L. Quirk
(Principal Financial Officer)
 
 
*
Vice President and Controller - Financial Reporting
C. Donald Whitmire, Jr.
(Principal Accounting Officer)
 
 
*
Chairman of the Board
Gerald J. Ford
 
 
 
*
Director
Robert A. Day
 
 
 
*
Director
Lydia H. Kennard
 
 
 
*
Director
Andrew Langham
 
 
 
*
Director
Jon C. Madonna
 
 
 
*
Director
Courtney Mather
 
 
 
*
Director
Dustan E. McCoy
 
 
 
*
Director
Frances Fragos Townsend
 
 
 
* By:         /s/ Richard C. Adkerson           
 
Richard C. Adkerson
 
Attorney-in-Fact
 

S - 1

Table of Contents


FREEPORT-McMoRan INC.
INDEX TO FINANCIAL STATEMENTS

Our financial statements and the notes thereto, and the report of Ernst & Young LLP included in our 2015 annual report are incorporated herein by reference.
 
Page
Report of Independent Registered Public Accounting Firm
F-1
Schedule II-Valuation and Qualifying Accounts
F-2

Schedules other than the one listed above have been omitted since they are either not required, not applicable or the required information is included in the financial statements or notes thereto.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
  FREEPORT-McMoRan INC.

We have audited the consolidated financial statements of Freeport-McMoRan Inc. as of December 31, 2015 and 2014 , and for each of the three years in the period ended December 31, 2015 , and have issued our report thereon dated February 26, 2016 (included elsewhere in this Form 10-K). Our audits also included the financial statement schedule listed in the Index to Financial Statements of this Form 10-K. This schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this schedule based on our audits.

In our opinion, the financial statement schedule referred to above, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.


/s/ Ernst & Young LLP

Phoenix, Arizona
February 26, 2016



F - 1

Table of Contents


FREEPORT-McMoRan INC.
  SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
  (In millions)

 
 
 
 
Additions
 
 
 
 
 
 
Balance at
 
Charged to
 
Charged to
 
Other
 
Balance at
 
 
Beginning of
 
Costs and
 
Other
 
Additions
 
End of
 
 
Year
 
Expense
 
Accounts
 
(Deductions)
 
Year
Reserves and allowances deducted
 
 
 
 
 
 
 
 
 
 
from asset accounts:
 
 
 
 
 
 
 
 
 
 
Valuation allowance for deferred tax assets
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2015
 
$
2,434

 
$
1,749

 
$

 
$

 
$
4,183

Year Ended December 31, 2014
 
2,487

 
(53
)
 

 

 
2,434

Year Ended December 31, 2013
 
2,443

 
44

 

 

 
2,487

 
 
 
 
 
 
 
 
 
 
 
Reserves for non-income taxes:
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2015
 
$
93

 
$
9

 
$

 
$
(19
)
a  
$
83

Year Ended December 31, 2014
 
78

 
16

 

 
(1
)
a  
93

Year Ended December 31, 2013
 
80

 
35

 
(1
)
 
(36
)
a  
78

a.
Represents amounts paid or adjustments to reserves based on revised estimates.


F - 2

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
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 Freeport-McMoRan Inc.
 
8-K
001-11307-01
2/16/2016
3.1
Composite Certificate of Incorporation of FCX.
 
10-Q
001-11307-01
8/8/2014
3.2
FCX Amended and Restated By-Laws, as amended effective December 8, 2015.

 
8-K
001-11307-01
12/9/2015
4.1
Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 2.15% Senior Notes due 2017, the 3.55% Senior Notes due 2022, the 2.30% Senior Notes due 2017, 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
Second Supplemental Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 2.15% Senior Notes due 2017).

 
8-K
001-11307-01
2/13/2012
4.3
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
4.4
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 2.15% Senior Notes due 2017, the 3.55% Senior Notes due 2022, the 2.30% Senior Notes due 2017, 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
Fifth 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 2.30% Senior Notes due 2017).

 
8-K
001-11307-01
11/14/2014
4.6
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
4.7
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
4.8
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

E - 1

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
4.9
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
4.10
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
4.11
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 6.625% Senior Notes due 2021, the 6.75% Senior Notes due 2022, the 6.125% Senior Notes due 2019, the 6.5% Senior Notes due 2020, and the 6.875% Senior Notes due 2023).

 
8-K
001-31470
3/13/2007
4.12
Twelfth Supplemental Indenture dated as of March 29, 2011 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 6.625% Senior Notes due 2021).

 
8-K
001-31470
3/29/2011
4.13
Thirteenth Supplemental Indenture dated as of November 21, 2011 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 6.75% Senior Notes due 2022).
 
8-K
001-31470
11/22/2011
4.14
Fourteenth Supplemental Indenture dated as of April 27, 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 6.125% Senior Notes due 2019).

 
8-K
001-31470
4/27/2012
4.15
Sixteenth 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 6.5% Senior Notes due 2020).

 
8-K
001-31470
10/26/2012
4.16
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
4.17
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 6.625% Senior Notes due 2021, the 6.75% Senior Notes due 2022, the 6.125% Senior Notes due 2019, the 6.5% Senior Notes due 2020, and the 6.875% Senior Notes due 2023).

 
8-K
001-11307-01
6/3/2013
4.18
Form of Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, 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).

 
S-3
333-36415
9/25/1997
 
 
 
 
 
 

E - 2

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
4.19
Form of 7.125% Debenture due November 1, 2027 of Phelps Dodge Corporation issued on November 5, 1997, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, as Trustee (relating to the 7.125% Senior Notes due 2027).

 
8-K
001-00082
11/3/1997
4.20
Form of 9.5% Note due June 1, 2031 of Phelps Dodge Corporation issued on May 30, 2001, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and First Union National Bank, as successor Trustee (relating to the 9.50% Senior Notes due 2031).

 
8-K
001-00082
5/30/2001
4.21
Form of 6.125% Note due March 15, 2034 of Phelps Dodge Corporation issued on March 4, 2004, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and First Union National Bank, as successor Trustee (relating to the 6.125% Senior Notes due 2034).

 
10-K
001-00082
3/7/2005
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).
X
 
 
 
10.1
Contract of Work dated December 30, 1991, between the Government of the Republic of Indonesia and PT Freeport Indonesia.
 
S-3
333-72760
11/5/2001
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
10.4
Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. RTZ-CRA Indonesia (a subsidiary of Rio Tinto PLC) with respect to a certain contract of work.
 
S-3
333-72760
11/5/2001
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
Agreement dated as of October 11, 1996, to Amend and Restate Trust Agreement among PT Freeport Indonesia, FCX, the RTZ Corporation PLC (now Rio Tinto PLC), P.T. RTZ-CRA Indonesia, RTZ Indonesian Finance Limited and First Trust of New York, National Association, and The Chase Manhattan Bank, as Administrative Agent, JAA Security Agent and Security Agent.
 
8-K
001-09916
11/13/1996
FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
10.8
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
10.9
Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting.
 
S-3
333-72760
11/5/2001
10.10
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
10.11
Distribution Agreement, dated as of August 10, 2015, by and between FCX and J.P. Morgan Securities LLC.
 
8-K
001-11307-01
8/10/2015
10.12
Distribution Agreement, dated as of September 18, 2015, by and among FCX, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., Mizuho Securities USA Inc. and Scotia Capital (USA) Inc.
 
8-K
001-11307-01
9/18/2015
10.13
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
10.14
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
10.15
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
10.16
Participation Agreement, dated as of March 16, 2005, among Phelps Dodge Corporation, Cyprus Amax Minerals Company, a Delaware corporation, Cyprus Metals Company, a Delaware corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Summit Global Management, B.V., a Dutch corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta.
 
8-K
001-00082
3/22/2005
 
 
 
 
 
 
 
 
 
 
 
 
FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
10.17
Shareholders Agreement, dated as of June 1, 2005, among Phelps Dodge Corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Summit Global Management B.V., a Dutch corporation, SMM Cerro Verde Netherlands, B.V., a Dutch corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta.
 
8-K
001-00082
6/7/2005
10.18
Amended and Restated Mining Convention dated as of September 28, 2005, among the Democratic Republic of Congo, La Générale des Carrières et des Mines, Lundin Holdings Ltd. (now TF Holdings Limited) and Tenke Fungurume Mining S.A.R.L.
 
8-K
001-11307-01
9/2/2008
10.19
Addendum No.1 to the Amended and Restated Mining Convention dated as of September 28, 2005, among the Democratic Republic of Congo, La Générale des Carrières et des Mines, TF Holdings Limited and Tenke Fungurume Mining S.A.R.L., dated as of December 11, 2010
 
10-Q
001-11307-01
5/6/2011
10.20
Amended and Restated Shareholders Agreement dated as of September 28, 2005, by and between La Générale des Carrières et des Mines and Lundin Holdings Ltd. (now TF Holdings Limited) and its subsidiaries.
 
8-K
001-11307-01
9/2/2008
10.21
Addendum No.1 to the Amended and Restated Shareholders Agreement dated as of September 28, 2005, among La Générale des Carrières et des Mines and TF Holdings Limited, Chui Ltd., Faru Ltd., Mboko Ltd., Tembo Ltd., and Tenke Fungurume Mining S.A.R.L., dated as of December 11, 2010.
 
10-Q
001-11307-01
5/6/2011

E - 3

Table of Contents



E - 4

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
10.17
Shareholders Agreement, dated as of June 1, 2005, among Phelps Dodge Corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Summit Global Management B.V., a Dutch corporation, SMM Cerro Verde Netherlands, B.V., a Dutch corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta.
 
8-K
001-00082
6/7/2005
10.18
Amended and Restated Mining Convention dated as of September 28, 2005, among the Democratic Republic of Congo, La Générale des Carrières et des Mines, Lundin Holdings Ltd. (now TF Holdings Limited) and Tenke Fungurume Mining S.A.R.L.
 
8-K
001-11307-01
9/2/2008
10.19
Addendum No.1 to the Amended and Restated Mining Convention dated as of September 28, 2005, among the Democratic Republic of Congo, La Générale des Carrières et des Mines, TF Holdings Limited and Tenke Fungurume Mining S.A.R.L., dated as of December 11, 2010
 
10-Q
001-11307-01
5/6/2011
10.20
Amended and Restated Shareholders Agreement dated as of September 28, 2005, by and between La Générale des Carrières et des Mines and Lundin Holdings Ltd. (now TF Holdings Limited) and its subsidiaries.
 
8-K
001-11307-01
9/2/2008
10.21
Addendum No.1 to the Amended and Restated Shareholders Agreement dated as of September 28, 2005, among La Générale des Carrières et des Mines and TF Holdings Limited, Chui Ltd., Faru Ltd., Mboko Ltd., Tembo Ltd., and Tenke Fungurume Mining S.A.R.L., dated as of December 11, 2010.
 
10-Q
001-11307-01
5/6/2011
10.22
Term Loan Agreement dated as of February 14, 2013, among FCX, And Freeport-McMoRan Oil & Gas LLC, as borroweres, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto.
 
8-K
001-11307-01
2/19/2013
10.23
First Amendment dated as of February 27, 2015, to Term Loan Agreement dated as of February 14, 2013, among FCX and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto.
 
10-K
001-00082
2/27/2015
10.24
Second Amendment dated as of December 9, 2015 to the Term Loan Agreement dated as of February 14, 2013, as amended by the First Amendment dated as of February 27, 2015, among FCX and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto.
 
8-K
001-11307-01
12/9/2015

E - 5

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
Amendment and Restatement Agreement dated as of February 26, 2016, relating to the Term Loan Agreement dated as of February 14, 2013, as amended, among FCX and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and each of the lenders from time to time party thereto.

X
 
 
 
10.26
Revolving Credit Agreement dated as of February 14, 2013, among FCX, PT Freeport Indonesia, and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto.
 
8-K
001-11307-01
2/19/2013
10.27
First Amendment dated as of May 30, 2014, to the Revolving Credit Agreement dated as of February 14, 2013, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto.

 
8-K
001-11307-01
6/2/2014
10.28
Second Amendment dated as of February 27, 2015, to the Revolving Credit Agreement dated as of February 14, 2013, as amended by the First Amendment dated as of May 30, 2014, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto.
 
10-K
001-00082
2/27/2015
10.29
Third Amendment dated as of December 9, 2015 to the Revolving Credit Agreement dated as of February 14, 2013, as amended by the First Amendment dated as of May 30, 2014 and the Second Amendment dated as of February 27, 2015, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto.
 
8-K
001-11307-01
12/9/2015

E - 6

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
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.

X
 
 
 
10.31#
Crude Oil Purchase Agreement dated January 1, 2012, between Plains Exploration & Production Company and ConocoPhillips Company.
 
10-Q/A
001-31470
9/22/2011
10.32#
First Amendment, dated January 1, 2014, to the Crude Oil Purchase Agreement dated January 1, 2012, between Freeport-McMoRan Oil & Gas LLC (formerly Plains Exploration & Production Company) and ConocoPhillips Company.
 
10-K
001-00082
2/27/2015
10.33#
Second Amendment, dated July 1, 2014, to the Crude Oil Purchase Agreement dated January 1, 2012, between Freeport-McMoRan Oil & Gas LLC and ConocoPhillips Company.
 
10-K
001-00082
2/27/2015
10.34*
Letter Agreement, dated as of December 5, 2012, by and among James C. Flores, Plains Exploration & Production Company and FCX
 
8-K
001-11307-01
12/6/2012
10.35*
Amended and Restated Employment Agreement dated February 27, 2014, between FCX and James C. Flores.

 
8-K
001-11307-01
3/3/2014
10.36*
Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson.
 
8-K
001-11307-01
12/23/2013
FCX Director Compensation.
X
 
 
 
10.38*
Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and James R. Moffett.
 
10-K
001-11307-01
2/26/2009
10.39*
Letter Agreement dated February 27, 2014, between FCX and James R. Moffett.
 
8-K
001-11307-01
3/3/2014
10.40*
Letter Agreement dated December 24, 2015, between FCX and James R. Moffett
 
8-K
001-11307-01
12/28/2015
10.41*
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
10.42*
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
10.43*
FCX Executive Services Program
 
10-K
001-11307-01
2/27/2012
10.44*
FCX Supplemental Executive Retirement Plan, as amended and restated.
 
8-K
001-11307-01
2/5/2007
10.45*
FCX Supplemental Executive Capital Accumulation Plan.
 
10-Q
001-11307-01
5/12/2008
10.46*
FCX Supplemental Executive Capital Accumulation Plan Amendment One.
 
10-Q
001-11307-01
5/12/2008
10.47*
FCX Supplemental Executive Capital Accumulation Plan Amendment Two.
 
10-K
001-11307-01
2/26/2009
10.48*
FCX Supplemental Executive Capital Accumulation Plan Amendment Three.

 
10-K
001-00082
2/27/2015

E - 7

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
10.49*
FCX Supplemental Executive Capital Accumulation Plan Amendment Four.

 
10-K
001-00082
2/27/2015
10.50*
FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015.
 
10-K
001-00082
2/27/2015
10.51*
FCX 1995 Stock Option Plan for Non-Employee Directors, as amended and restated.
 
10-Q
001-11307-01
5/10/2007
10.52*
FCX Amended and Restated 1999 Stock Incentive Plan, as amended and restated.
 
10-Q
001-11307-01
5/10/2007
10.53*
FCX 2003 Stock Incentive Plan, as amended and restated.
 
10-Q
001-11307-01
5/10/2007
10.54*
Form of Amendment No. 1 to Notice of Grant of Nonqualified Stock Options and Stock Appreciation Rights under the 2004 Director Compensation Plan.
 
8-K
001-11307-01
5/5/2006
10.55*
FCX 2004 Director Compensation Plan, as amended and restated.
 
10-Q
001-11307-01
8/6/2010
10.56*
FCX Amended and Restated 2006 Stock Incentive Plan.
 
10-K
001-11307-01
2/27/2014
10.57*
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
10.58*
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
10.59*
FCX 2009 Annual Incentive Plan
 
8-K
001-11307-01
6/17/2009
10.60*
Form of Nonqualified Stock Options Grant Agreement (effective February 2012).
 
10-K
001-11307-01
2/27/2012
10.61*
Form of Restricted Stock Unit Agreement (effective February 2012).
 
10-K
001-11307-01
2/27/2012
10.62*
Form of Performance-Based Restricted Stock Unit Agreement (effective February 2012).
 
10-K
001-11307-01
2/27/2012
10.63*
Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014).
 
10-K
001-11307-01
2/27/2014
10.64*
Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2014).
 
10-K
001-11307-01
2/27/2014
10.65*
Form of Performance Share Unit Agreement (effective February 2014).
 
8-K
001-11307-01
3/3/2014
10.66*
FCX Annual Incentive Plan (For Fiscal Years Ending 2014 - 2018).
 
8-K
001-11307-01
6/18/2014
10.67*
Form of Notice of Grant of Restricted Stock Units under the 2006 Stock Incentive Plan (for grants made to non-management directors).

 
10-Q
001-11307-01
8/11/2014
10.68*
Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2015).
 
10-K
001-00082
2/27/2015
FCX Computation of Ratio of Earnings to Fixed Charges.
X
 
 
 
14.1
FCX Principles of Business Conduct.
 
10-K
001-11307-01
2/29/2008
Subsidiaries of FCX.
X
 
 
 
Consent of Ernst & Young LLP.
X
 
 
 
Consent of Netherland, Sewell & Associates, Inc.

X
 
 
 
Consent of Ryder Scott Company, L.P.

X
 
 
 

E - 8

Table of Contents


FREEPORT-McMoRan INC.
EXHIBIT INDEX
 
 
Filed
 
 
 
Exhibit
 
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-K
Form
File No.
Date Filed
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.
X
 
 
 
Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX.
X
 
 
 
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d – 14(a).
X
 
 
 
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d – 14(a).
X
 
 
 
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
X
 
 
 
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350.
X
 
 
 
Mine Safety Disclosure.
X
 
 
 
99.1
Asset and Stock Purchase Agreement among OMG Harjavalta Chemicals Holding BV, OMG Americas, Inc., OM Group, Inc., Koboltti Chemicals Holdings Limited and solely for purposes of Section 10.13 and Exhibit A, Freeport-McMoRan Corporation, dated as of January 21, 2013.
 
10-K
001-11307-01
2/22/2013
Report of Netherland, Sewell & Associates, Inc.
X
 
 
 
Report of Ryder Scott Company, L.P.
X
 
 
 
101.INS
XBRL Instance Document.
X
 
 
 
101.SCH
XBRL Taxonomy Extension Schema.
X
 
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
X
 
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
X
 
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase.
X
 
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
X
 
 
 
Note:  Certain instruments with respect to long-term debt of FCX have not been filed as exhibits to this Annual Report on Form 10-K since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of FCX and its subsidiaries on a consolidated basis. FCX agrees to furnish a copy of each such instrument upon request of the Securities and Exchange Commission.

*  Indicates management contract or compensatory plan or arrangement.
# Pursuant to a request for confidential treatment, portions of this exhibit have been redacted from the publicly filed document and have been furnished separately to the SEC.


E - 9
Exhibit 4.22
EXECUTION VERSION

_____________________________________________________________________________

PHELPS DODGE CORPORATION
as Company


and


Freeport-McMoran Copper & Gold Inc.
as Parent Guarantor


and

U.S. BANK NATIONAL ASSOCIATION
as Trustee


__________________


Supplemental Indenture

Dated as of April 4, 2007

___________________


Supplementing and Amending the Indenture
dated as of September 22, 1997


___________________


7 1 / 8 % DEBENTURES DUE 2027
8 3 / 4 % NOTES DUE 2011
9 1 / 2 % NOTES DUE 2031
6 1 / 8 % NOTES DUE 2034

_____________________________________________________________________________




{N1631393.1}



Table of Contents

Article 1 CONSTRUCTION...........................................................................................................................................1
Section 1.1
Construction............................................................................................................................1
Article 2 MODIFICATION OF THE INDENTURE....................................................................................................1
Section 2.1
Amendment of Section 1.1 of the Indenture..............................................................................1
Section 2.2
Addition of New Article 12 to the Indenture..............................................................................2
Article 3 MISCELLANEOUS.........................................................................................................................................3
Section 3.1
Execution of Supplemental Indenture; Ratification of Indenture..............................................3
Section 3.2
Effectiveness...........................................................................................................................3
Section 3.3
Counterparts............................................................................................................................3
Section 3.4
Governing Law........................................................................................................................3
Section 3.5
Trustee.....................................................................................................................................3


{N1631393.1}                         i



THIS SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of April 4, 2007, by and among PHELPS DODGE CORPORATION , a New York corporation (the “ Company ”), Freeport-McMoran Copper & Gold Inc. , a Delaware Corporation (the “ Parent Guarantor ” as defined in Article 2 of this Supplemental Indenture) and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as trustee (the “ Trustee ”) under the Indenture referred to below. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture (as defined herein).

RECITALS

WHEREAS , the Company and the Trustee are parties to an indenture, dated as of September 22, 1997 (the “ Indenture ”), providing for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness; and
WHEREAS , the Company has issued under the Indenture its 7 1 / 8 % Debentures due November 1, 2027, its 8 3 / 4 % Notes due June 1, 2011, its 9 1 / 2 % Notes due June 1, 2031 and its 6 1 / 8 % Notes due March 15, 2034 (collectively, the “ Securities ”); and 
WHEREAS , Section 8.1(6) of the Indenture provides that the Company, when authorized by Board Resolution, may enter into a supplemental indenture to the Indenture with the Trustee to secure the Securities; and
 
WHEREAS , all conditions and requirements necessary to make this Supplemental Indenture a valid and binding agreement have been duly performed and complied with.
 
NOW, THEREFORE , for and in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually covenanted and agreed, for the benefit of all Holders of the Securities as follows:

ARTICLE 1
CONSTRUCTION

Section 1.1 Construction . All references herein to Articles and Sections are references to Articles and Sections of this supplemental Indenture and all references to Articles and Sections of the Indenture specify such Indenture.

ARTICLE 2
MODIFICATION OF THE INDENTURE

Section 2.1 Amendment of Section 1.1 of the Indenture . Section 1.1 of the Indenture is hereby amended by adding the following new definitions, which shall be inserted in the definitions in appropriate alphabetical order:
Parent Guarantor ” means Freeport-McMoran Copper and Gold Inc., which became the parent of the Company pursuant to the Agreement and Plan of Merger, dated as of

{N1631393.1}                         1



November 18, 2006, effective March 19, 2007, among Freeport-McMoran Copper and Gold Inc., the Company and Panther Acquisition Corporation, a New York Corporation.
Section 2.1 Addition of New Article 12 to the Indenture . Article 12 is hereby added to the Indenture to read in its entirety as follows:
ARTICLE 12
Parent Guarantor

Section 12.1.      Parent Guarantor .
(a)      The Parent Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, interest on or additional interest, if any, in respect of the Securities and all other monetary obligations of the Company under this Indenture and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under this Indenture and the Securities (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).  
(b)      The Parent Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment.  
(c)      The Parent Guarantor further agrees that its guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.
(d)      The Parent Guarantor agrees that its guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations.
(e)      In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Parent Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest or additional interest, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, the Parent Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary obligations of the Company to the Holders and the Trustee.
Section 12.2     Successors and Assigns . This Article 12 shall be binding upon the Parent Guarantor and its successors and assigns and shall inure to the benefit of the successors

{N1631393.1}                         2




and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
ARTICLE 3
MISCELLANEOUS

Section 3.1     Execution of Supplemental Indenture; Ratification of Indenture . This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and forms a part thereof.

Except as otherwise expressly provided for in this Supplemental Indenture, all of the terms and conditions of the Indenture are hereby ratified and shall remain unchanged and continue in full force and effect.
Section 3.2     Effectiveness . This Supplemental Indenture shall be deemed to take effect immediately.

Section 3.3     Counterparts . This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one of the same instrument.

Section 3.4     Governing Law . This Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York, but without regard to principles of conflicts of laws.

Section 3.5     Trustee . The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Parent Guarantor and not the Trustee.


{N1631393.1}                         3



IN WITNESS WHEREOF , the parties have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

COMPANY:

PHELPS DODGE CORPORATION


By:      ____________________________________
Name:      ____________________________________
Title:      ____________________________________

PARENT GUARANTOR:

FREEPORT-MCMORAN COPPER &GOLD INC.


By:      ____________________________________
Name:      Kathleen L. Quirk
Title:      Senior Vice President,
Chief Financial Officer & Treasurer

TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION


By:      ____________________________________
Name:      ____________________________________
Title:      ____________________________________


{N1631393.1}                         4

Execution Version

AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 26, 2016 (this “ Amendment ”), relating to the Term Loan Agreement dated as of February 14, 2013, as amended prior to the date hereof (the “ Existing Term Loan Agreement ”), among FREEPORT-MCMORAN INC. (f/k/a FREEPORT-MCMORAN COPPER & GOLD INC.) (“ FCX ”), FREEPORT-MCMORAN OIL & GAS LLC) (“ FMOG ” and together with FCX, the “ Borrowers ”), the Lenders from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”).

WHEREAS, the Lenders have made term loans to the Borrowers under the Existing Term Loan Agreement on the terms and subject to the conditions set forth therein.
WHEREAS, the Borrowers have requested that the Existing Term Loan Agreement be amended and restated (a) to modify for a period of time the maximum Total Leverage Ratio applicable under Section 6.06 and to modify the minimum Interest Expense Coverage Ratio under Section 6.07, (b) to provide for certain changes to interest rate spreads, (c) to require certain mandatory prepayments of Term Loans and (d) to effect other modifications to the provisions of the Existing Term Loan Agreement, in each case as set forth herein.
WHEREAS, the Lenders party hereto, constituting the Required Lenders under the Existing Term Loan Agreement, and the Administrative Agent are willing so to amend and restate the Existing Term Loan Agreement on the terms and subject to the conditions hereof.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.      Defined Terms. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Term Loan Agreement or the Restated Term Loan Agreement (as defined below), as the context may require. The interpretive provisions specified in Section 1.03 of the Existing Term Loan Agreement also apply to this Amendment, mutatis mutandis .
SECTION 2.      Amendment and Restatement of the Existing Term Loan Agreement. Effective as of the Restatement Effective Date (as defined below), the Existing Term Loan Agreement is amended and restated in its entirety in the form of the Amended and Restated Term Loan Agreement set forth on Exhibit A hereto (the Existing Term Loan Agreement, as so amended and restated, being referred to as the “ Restated Term Loan Agreement ”).
SECTION 3.      Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrowers represents and warrants to the Administrative Agent and the Lenders that:


2

(a)      (x) the execution, delivery and performance by such Borrower of this Amendment and the performance by such Borrower of the Restated Term Loan Agreement are within such Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action and (y) this Amendment has been duly executed and delivered by such Borrower and, upon the Restatement Effective Date, the Restated Term Loan Agreement will constitute a legal, valid and binding obligation of such Borrower enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b)      the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the Restatement Effective Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on and as of such earlier date; and
(c)      no Default has occurred and is continuing on the Restatement Effective Date.
SECTION 4.      Effectiveness. (a) This Amendment shall become effective as of the first date (the “ Restatement Effective Date ”) on which each of the following conditions has been satisfied:
(i)      The Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by each Borrower and Lenders constituting the Required Lenders.
(ii)      The Administrative Agent shall have received such board resolutions, secretary’s certificates, officer’s certificates and other documents as the Administrative Agent may reasonably request relating to the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent.
(iii)      The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer of FCX, confirming that the representations set forth in Section 3(b) and Section 3(c) hereof are true and correct as of the Restatement Effective Date.
(iv)      The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Davis Polk & Wardwell LLP, New York counsel for the Borrowers and the Subsidiaries, and (ii) Jones Walker LLP, U.S. counsel for the Borrowers and the Subsidiaries, all in form and substance reasonably satisfactory to the Administrative Agent.
(v)      The Administrative Agent shall have received payment from the Borrowers in immediately available funds of an amendment fee for the account of


3

each Lender that has executed and delivered a counterpart hereof prior to 5:00 p.m., New York City time, on February 25, 2016, in an amount equal to 0.20% of the outstanding principal amount of such Lender’s Loans on the Restatement Effective Date.
(vi)      The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the Chief Financial Officer of FCX as to the solvency of FCX and its Subsidiaries on a consolidated basis after giving effect to this Amendment, in form and substance reasonably satisfactory to the Administrative Agent.
(vii)      The Administrative Agent shall have received one or more Intercompany Subordination Agreements duly executed by FCX and the applicable Subsidiaries to the extent required by Section 6.01(a)(iv) of the Restated Term Loan Agreement.
(b)      The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each of the conditions set forth or referred to in this Section 4 has been satisfied at or prior to 5:00 p.m., New York City time, on March 15, 2016 (it being understood that any such failure of this Amendment to become effective will not affect any rights or obligations of any Person under the Existing Term Loan Agreement).
SECTION 5.      Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, in each case to the extent provided in Section 9.03(a) of the Existing Term Loan Agreement.
SECTION 6.      Effect of Amendment. (a) Except as expressly set forth herein or in the Restated Term Loan Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Existing Term Loan Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Term Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Term Loan Agreement, the Restated Term Loan Agreement or any other Loan Document in similar or different circumstances.
(b)      On and after the Restatement Effective Date, each reference in the Restated Term Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Term Loan Agreement in any other Loan Document shall be deemed a reference to the Restated Term Loan Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Restated Term Loan Agreement and the other Loan Documents.


4

SECTION 7.      Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8.      Counterparts; Integration; Effectiveness . This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 9.      Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[ Remainder of page intentionally left blank. ]





IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
FREEPORT-MCMORAN INC.,
By
 
/s/ Kathleen L. Quirk
 
Name: Kathleen L. Quirk
 
Title: Executive Vice President, Chief Financial Officer and Treasurer

FREEPORT MCMORAN OIL & GAS LLC,
By
 
/s/ Kathleen L. Quirk
 
Name: Kathleen L. Quirk
 
Title: Executive Vice President


JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and Collateral Agent,
By
 
/s/ Peter Predun
 
Name: Peter Predun
 
Title: Executive Director

[[NYCORP:3581742v8:4636D: 02/18/2016--12:24 AM]]




 


Name of Lender:_ /s/ Lender Signatures on File with Administrative Agent ___________

For any Lender requiring a second signature line:

Name of Lender:_ /s/ Lender Signatures on File with Administrative Agent ___________






Exhibit A



TERM LOAN AGREEMENT
dated as of February 14, 2013,
as amended and restated as of February 26, 2016,
among
FREEPORT-MCMORAN INC.,
The Other Borrower Party Hereto,
The Lenders Party Hereto,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent,
BANK OF AMERICA, N.A.,
as Syndication Agent,
and
HSBC BANK USA, NATIONAL ASSOCIATION,
MIZUHO CORPORATE BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
THE BANK OF NOVA SCOTIA
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Co-Documentation Agents,
___________________________
JPMORGAN CHASE BANK, N.A.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
HSBC SECURITIES (USA) INC.,
MIZUHO CORPORATE BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
THE BANK OF NOVA SCOTIA
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Joint Lead Arrangers and Joint Bookrunners
____________________________
AGRICULTURAL BANK OF CHINA, NEW YORK BRANCH,
BANK OF MONTREAL, CHICAGO BRANCH,
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,
COMPASS BANK,
ROYAL BANK OF CANADA,
THE TORONTO-DOMINION BANK,
SANTANDER BANK, N.A.,
STANDARD CHARTERED BANK,
U.S. BANK NATIONAL ASSOCIATION
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Senior Managing Agents
[CS&M Ref. 06702-197]

    
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TABLE OF CONTENTS
 
 
Page
ARTICLE I
 
 
 
Definitions
 
 
 
SECTION 1.01.
Defined Terms
1
SECTION 1.02.
Classification of Loans and Borrowings
36
SECTION 1.03.
Terms Generally
36
SECTION 1.04.
Accounting Terms; GAAP
37
 
 
 
ARTICLE II
 
 
 
The Credits
 
 
 
SECTION 2.01.
Loans
37
SECTION 2.02.
Loans and Borrowings
37
SECTION 2.03.
Requests for Borrowings
38
SECTION 2.04.
Funding of Borrowings
38
SECTION 2.05.
Interest Elections
39
SECTION 2.06.
[Reserved]
40
SECTION 2.07.
Repayment of Loans; Evidence of Debt
40
SECTION 2.08.
Amortization
41
SECTION 2.09.
Prepayment of Loans
42
SECTION 2.10.
Fees
44
SECTION 2.11.
Interest
44
SECTION 2.12.
Alternate Rate of Interest
45
SECTION 2.13.
Increased Costs
45
SECTION 2.14.
Break Funding Payments
46
SECTION 2.15.
Taxes
47
SECTION 2.16.
Payments Generally; Pro Rata Treatment; Sharing of Set-offs
51
SECTION 2.17.
Mitigation Obligations; Replacement of Lenders
53
 
 
 
ARTICLE III
 
 
 
Representations and Warranties
 
 
 
SECTION 3.01.
Organization; Powers
54
SECTION 3.02.
Authorization; Enforceability
54
SECTION 3.03.
Governmental Approvals; No Conflicts
54
SECTION 3.04.
Financial Condition; No Material Adverse Change
55
SECTION 3.05.
Properties
55
SECTION 3.06.
Litigation and Environmental Matters
55
SECTION 3.07.
Compliance with Laws and Agreements
56
SECTION 3.08.
Investment Company Status
56


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SECTION 3.09.
Taxes
56
SECTION 3.10.
ERISA
56
SECTION 3.11.
Disclosure
56
SECTION 3.12.
Insurance
57
SECTION 3.13.
Labor Matters
57
SECTION 3.14.
Federal Reserve Regulations
57
SECTION 3.15.
Pari Passu Status
57
SECTION 3.16.
Sanctions
57
SECTION 3.17.
Solvency
57
 
 
 
ARTICLE IV
 
 
 
[Reserved]
 
 
 
ARTICLE V
 
 
 
Affirmative Covenants
 
 
 
SECTION 5.01.
Financial Statements and Other Information
58
SECTION 5.02.
Notices of Material Events
60
SECTION 5.03.
Existence; Conduct of Business
61
SECTION 5.04.
Payment of Obligations
61
SECTION 5.05.
Insurance
61
SECTION 5.06.
Books and Records; Inspection and Audit Rights
61
SECTION 5.07.
Compliance with Laws; Environmental Reports
62
SECTION 5.08.
[Reserved]
63
SECTION 5.09.
Guarantee Requirement
63
SECTION 5.10.
Springing Collateral Date
63
SECTION 5.11.
Further Assurances
64
 
 
 
ARTICLE VI
 
 
 
Negative Covenants
 
 
 
SECTION 6.01.
Subsidiary Indebtedness
65
SECTION 6.02.
Liens
67
SECTION 6.03.
Fundamental Changes
71
SECTION 6.04.
Sale and Leaseback Transactions
71
SECTION 6.05.
Fiscal Year
72
SECTION 6.06.
Total Leverage Ratio
72
SECTION 6.07.
Interest Expense Coverage Ratio
72
SECTION 6.08.
Preferred Equity Interests
72
SECTION 6.09.
Restricted Payments
72
SECTION 6.10.
Certain Transfers
72



    
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ARTICLE VII
 
 
 
Events of Default
 
 
 
ARTICLE VIII
 
 
 
The Agents
 
 
 
 
 
 
ARTICLE IX
 
 
 
Miscellaneous
 
 
 
SECTION 9.01.
Notices
79
SECTION 9.02.
Waivers; Amendments
80
SECTION 9.03.
Expenses; Indemnity; Damage Waiver
81
SECTION 9.04.
Successors and Assigns
83
SECTION 9.05.
Survival
86
SECTION 9.06.
Integration; Effectiveness
87
SECTION 9.07.
Severability
87
SECTION 9.08.
Right of Setoff
87
SECTION 9.09.
Governing Law; Jurisdiction; Consent to Service of Process; Sovereign Immunity
87
SECTION 9.10.
WAIVER OF JURY TRIAL
88
SECTION 9.11.
Headings
88
SECTION 9.12.
Confidentiality
88
SECTION 9.13.
Patriot Act
89
SECTION 9.14.
No Fiduciary Relationship
89
SECTION 9.15.
Release of Liens and Guarantees
89
SECTION 9.16.
Non-Public Information
90
SECTION 9.17.
Acknowledgement and Consent to Bail-In of EEA Financial Institutions
90
 
 
 
ARTICLE X
 
 
 
Co-Borrower Obligations
 
 
 
SECTION 10.01.
Joint and Several Liability
92
SECTION 10.02.
Obligations Unconditional
92
 
 
 
ARTICLE XI
 
 
 
Subsidiary Guarantors
 
 
 
SECTION 11.01.
Designation of Subsidiary Guarantors
94
SECTION 11.02.
Optional Guarantor Terminations
95


    
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SCHEDULES:
 
 
 
Schedule 1.01A
Disclosed Matters
Schedule 1.01B
Agreed Additional Guarantors
Schedule 1.01C
Agreed Collateral Actions
Schedule 1.01D
Agreed Collateral Package
Schedule 1.01E
Agreed Subsidiary Holding Company Structure
Schedule 2.01
Existing Lenders
Schedule 3.03
Governmental Approvals
Schedule 3.04(b)
Certain Developments
Schedule 3.12
Insurance
Schedule 5.10
Contractual Restrictions
Schedule 6.01
Existing Indebtedness
Schedule 6.02
Existing Liens
 
 
EXHIBITS:
 
Exhibit A
Form of Assignment and Assumption
Exhibit B
Form of Guarantee Agreement
Exhibit C-1
[Reserved]
Exhibit C-2
[Reserved]
Exhibit D-1
[Reserved]
Exhibit D-2
[Reserved]
Exhibit E-1
[Reserved]
Exhibit E-2
[Reserved]
Exhibit F-1
Form of U.S. Tax Certificate for Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes
Exhibit F-2
Form of U.S. Tax Certificate for Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes not Partnerships for U.S. Federal Income Tax Purposes
Exhibit F-3
Form of U.S. Tax Certificate for Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit F-4
Form of U.S. Tax Certificate for Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes
Exhibit G
Form of Intercompany Subordination Agreement





    
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TERM LOAN AGREEMENT dated as of February 14, 2013, as amended and restated as of February 26, 2016 (this “ Agreement ”), among FREEPORT-MCMORAN INC., a Delaware corporation, the other Borrower, if any, party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A. (“ JPMCB ”), as Administrative Agent and Collateral Agent, and BANK OF AMERICA, N.A., as Syndication Agent.
The Borrowers (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I), the Lenders and the Administrative Agent are parties to the Existing Credit Agreement, and the Borrowers, the Administrative Agent, the Collateral Agent and Lenders constituting Required Lenders have agreed, upon satisfaction of the conditions set forth in the Amendment and Restatement Agreement, to amend and restate the Existing Credit Agreement in the form of this Agreement.
Accordingly, the parties hereto agree as follows:
ARTICLE I

Definitions
SECTION 1.01.      Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
2018 Loan ” means a Loan that was made on the Original Closing Date having a Maturity Date of May 31, 2018 that was not extended pursuant to the First Amendment.
2018 Lender ” means, at any time, a Lender that has a 2018 Loan at such time.
2020 Loan ” means a Loan that, pursuant to the First Amendment, has a Maturity Date of February 28, 2020.
2020 Lender ” means, at any time, a Lender that has a 2020 Loan at such time.
ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


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Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.
Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Syndication Agent.
Agreed Additional Guarantors ” has the meaning assigned to such term on Schedule 1.01B hereto (as such Schedule may be amended, amended and restated, supplemented or otherwise modified by FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date).
Agreed Collateral Actions ” means actions related to the granting and perfection of Liens on the Agreed Collateral Package to secure the Obligations acceptable to FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date; provided that the Lenders party to the Amendment and Restatement Agreement and constituting the Required Lenders have acknowledged and agreed that the actions related to the granting and perfection of Liens on the Agreed Collateral Package to secure the Obligations described on Schedule 1.01C hereto are acceptable to, and approved by, the Required Lenders.
Agreed Collateral Package ” means a collateral package acceptable to FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date; provided that the Lenders party to the Amendment and Restatement Agreement and constituting the Required Lenders have acknowledged and agreed that the collateral package described on Schedule 1.01D hereto is acceptable to, and approved by, the Required Lenders.
Agreed Subsidiary Holding Company Structure ” means a subsidiary holding company structure in respect of FMC and PTFI acceptable to FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date; provided that the Lenders party to the Amendment and Restatement Agreement and constituting the Required Lenders have acknowledged and agreed that the subsidiary holding company structure described on Schedule 1.01E hereto is acceptable to, and approved by, the Required Lenders.
Agreement ” has the meaning assigned to such term in the preamble hereto.
Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate


    
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in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1%. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the rate per annum appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to such day for deposits in dollars with a maturity of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.
Amendment and Restatement Agreement ” means the Amendment and Restatement Agreement dated as of February 26, 2016, among FCX, FMOG, the Lenders party thereto, the Administrative Agent and the Collateral Agent.
Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010, as amended.
Applicable Amortization Percentage ” means, with respect to the 2018 Loans, the percentage obtained by dividing (i) the aggregate principal amount of 2018 Loans outstanding on March 31, 2015, after giving effect to the effectiveness of the First Amendment and any election of a Lender on or prior to such date to become a 2020 Lender in accordance with the terms of the First Amendment, by (ii) the aggregate amount of all outstanding Loans hereunder on such date.
Applicable Rate ” means, for any day, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based upon (x) the Credit Ratings by Moody’s and S&P applicable on such day and (y) the Total Leverage Ratio as of the end of the fiscal quarter of FCX for which consolidated financial statements have been most recently delivered pursuant to Section 5.01(a) or 5.01(b):
 
LEVEL
Total Leverage Ratio
1. BBB+ / Baa1 or higher
2. BBB / Baa2
3. BBB- / Baa3
4. BB+ / Ba1
5. BB/Ba2 or lower
 
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
≤4.00
125.0
25.0
150.0
50.0
175.0
75.0
200.0
100.0
225.0
125.0
>4.00 and ≤4.50
150.0
50.0
175.0
75.0
200.0
100.0
225.0
125.0
250.0
150.0
>4.50 and ≤6.00
175.0
75.0
200.0
100.0
225.0
125.0
250.0
150.0
275.0
175.0
>6.00 and ≤7.00
225.0
125.0
250.0
150.0
275.0
175.0
300.0
200.0
325.0
225.0
>7.00
275.0
175.0
300.0
200.0
325.0
225.0
350.0
250.0
375.0
275.0



    
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For purposes of the foregoing, (a) if either Moody’s or S&P shall not have in effect a Credit Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then FCX and the Lenders shall negotiate in good faith to agree upon another rating agency to be substituted by an amendment to this Agreement for the rating agency which shall not have a Credit Rating in effect, and pending the effectiveness of such amendment, the Applicable Rate shall be determined by reference to the available Credit Rating; (b) if the Credit Ratings established or deemed to have been established by Moody’s and S&P shall fall within different Levels, the Applicable Rate shall be based on the higher of the two Credit Ratings unless one of the two Credit Ratings is two or more Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the Level next below that of the higher of the two Credit Ratings; and (c) if the Credit Rating established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate based on the Credit Ratings shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, FCX and the Lenders shall negotiate in good faith to amend the definition of “Applicable Rate” to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Credit Rating most recently in effect prior to such change or cessation.
Each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Total Leverage Ratio shall be deemed to exceed 7.00 to 1.00 at the option of the Administrative Agent or at the request of the Required Lenders if FCX fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or 5.01(b) or the certificate of a Financial Officer required pursuant to Section 5.01(c) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate are delivered.
Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A attached hereto or any other form approved by the Administrative Agent.


    
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Attributable Debt ” means, on any date, in respect of any lease of FCX or any Subsidiary entered into as part of a Project Financing or a sale and leaseback transaction subject to Section 6.04, (a) if such lease is a Capital Lease Obligation, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) if such lease is not a Capital Lease Obligation, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.
Attributable Debt Payments ” means, for FCX and the Subsidiaries for any period, all payments made during such period in respect of Attributable Debt.
Available Domestic Cash ” means, as of any date, the aggregate amount of cash and Permitted Investments held on such date by FCX or any Subsidiary that is incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia or any Subsidiary Guarantor, other than cash and Permitted Investments (a) held in accounts outside the United States of America or (b) subject to any Lien securing Indebtedness or other obligations (other than (i) a Lien granted pursuant to the Collateral Documents as security for the Obligations, the “Obligations” under the Revolving Credit Agreement and, if applicable, the FMC Notes and (ii) a Lien permitted under Section 6.02(r), 6.02(s)(ii) or 6.02(t)).
Bankruptcy Event ” means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided , however , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.
Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
Borrower ” means (a) following the Co-Borrower Resignation Date, if applicable, FCX, and (b) until the Co-Borrower Resignation Date, if applicable, each of FCX and FMOG (together, the “ Borrowers ”).
Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.


    
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Borrowing Request ” means a request by a Borrower for a Borrowing in accordance with Section 2.03.
Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
CFC ” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and (b) each subsidiary of any such controlled foreign corporation.
Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Original Closing Date) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in FCX; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of FCX by Persons who were not (i) members of the board of directors of FCX on the Original Closing Date, (ii) appointed as, or nominated for election as, directors by a majority of directors referred to in clause (i) above or (iii) approved by the board of directors of FCX as director candidates prior to their election to such board of directors; (c) the occurrence of any “Change of Control” or “Change in Control” as defined in any indenture or other governing agreement relating to any Material Indebtedness of FCX; (d) following the Springing Collateral Date, FCX ceasing to own, directly or indirectly, 100% of the Equity Interests of FMC (less any amount of Qualified FMC Equity Interests); (e) following the Collateral Implementation Date, FCX ceasing to own, directly or indirectly, 100% of the Equity Interests of New PTFI Holdco (less any amount of Qualified PTFI Equity Interests); or (f) following the Collateral Implementation Date, New PTFI Holdco ceasing to directly own 100% of the Equity Interests of PTFI that are held, directly or indirectly, by FCX or any Subsidiary immediately prior to the Collateral Implementation Date (other than any Equity Interests held by PTII and any Equity Interests then held or thereafter transferred or issued to the Government of the Republic of Indonesia or any other third party).
Change in Law ” means the occurrence, after the Original Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender with any


    
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7

request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Original Closing Date; provided however , that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.
Co-Borrower Resignation ” has the meaning assigned to such term in Section 10.02(g).
Co-Borrower Resignation Date ” has the meaning assigned to such term in Section 10.02(g).
Code ” means the United States Internal Revenue Code of 1986, as amended.
Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations, the “Obligations” under the Revolving Credit Agreement and, if applicable, the FMC Notes; provided that the Collateral shall not include any Excluded Assets.
Collateral Agent ” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders hereunder.
Collateral Documents ” means each security agreement, control agreement, mortgage or other instrument or document required to be delivered pursuant to the Agreed Collateral Actions or otherwise hereunder to secure the Obligations, the “Obligations” under the Revolving Credit Agreement and, if applicable, the FMC Notes.
Collateral Implementation Date ” means the date, if any, that is 30 days (or, in the case of any Mortgage, 90 days) after the Springing Collateral Date (unless such date is extended, with respect to any Collateral or any Mortgage, in the reasonable discretion of the Administrative Agent).
Collateral Parties ” means, collectively, FCX and each Subsidiary of FCX that is a Subsidiary Guarantor or that has pledged or made subject to a Lien (or is required to pledge or make subject to a Lien) any of its assets as Collateral pursuant to the Agreed Collateral Actions.
Confidential Information Materials ” means the confidential information materials dated February 2016 relating to the Borrowers and the amendment and restatement of the Existing Credit Agreement pursuant to the Amendment and Restatement Agreement.


    
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Consolidated Cash Interest Expense ” means, for any period, the excess of (a) the sum, without duplication, of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations, but excluding, to the extent included as interest expense under GAAP, (A) accretion of the fair values of environmental remediation obligations that were previously determined on a discounted basis under the “acquisition method” of accounting and (B) accrual of amounts which have been reserved to fund future or contingent tax liabilities) of FCX and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest or other financing costs becoming payable during such period in respect of Indebtedness of FCX or its consolidated Subsidiaries to the extent such interest or other financing costs shall have been capitalized rather than included in consolidated interest expense for such period in accordance with GAAP and (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period, minus (b) to the extent included in such consolidated interest expense for such period, the sum of (i) noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous period, (ii) noncash amounts attributable to amortization of fair value adjustments of Indebtedness recorded under the “acquisition method” of accounting and (iii) noncash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period; provided that for the purposes of calculating Consolidated Cash Interest Expense for any Reference Period, if during such Reference Period (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) FCX or any Subsidiary shall have made a Material Disposition or Material Acquisition, Consolidated Cash Interest Expense for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition (and any incurrence or repayment of Indebtedness in connection therewith) occurred on the first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available and the interest rate with respect to any Indebtedness that bears a floating rate of interest and that is being given pro forma effect being calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term of at least twelve months)).
Consolidated EBITDAX ” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense and Attributable Debt Payments for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation, depletion and amortization for such period, (iv) oil and gas exploration costs for such period, (v) any extraordinary charges or significant nonrecurring non‑cash charges or non-cash charges resulting from requirements to mark-to-market derivative obligations (including commodity-linked securities) for such period ( provided that any cash payment made with respect to any such non-cash charge shall be subtracted in computing Consolidated EBITDAX for the period in which such cash payment is made), (vi) any impairment charges or asset write


    
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offs or amortization related to intangible assets and long-lived assets pursuant to GAAP (including pursuant to FASB ASC Topics 350, 360 or 805 and Rule 4-10(c)(3) of Regulation S-X under the Securities Act), (vii) restructuring charges and reserves, (viii) fees and expenses in respect of consummated or proposed acquisitions, dispositions or financings, (ix) any acquisition accounting adjustments and any step-ups with respect to re-valuing assets and liabilities in connection with any acquisition or investment consummated after the Original Closing Date (including any increase in amortization, depletion or depreciation, increase in cost of goods sold attributable to metal inventories or any one-time non-cash charges), (x) other non-cash charges, including non-cash charges attributable to stock options and other stock-based compensation, (xi) any costs or expenses incurred by FCX or a Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of FCX or net cash proceeds from the issuance of Equity Interests of FCX, (xii) charges attributable to liability or casualty events or business interruption, to the extent covered (or reasonably expected to be covered) by insurance and (xiii) payments made in respect of obligations of the types included in clause (j) of the definition of Indebtedness; minus (b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of (i) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments, (ii) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments and (iii) any extraordinary gains or non-cash gains for such period; and plus or minus , as applicable , (c) without duplication and to the extent deducted or included, as the case may be, in determining such Consolidated Net Income (i) any effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by FCX, (ii) any net gains or losses from early extinguishment of Indebtedness or hedging obligations or other derivative instruments, including any write-off of deferred financing costs, (iii) any net non-cash gain or loss resulting from currency translation gains or losses related to currency re-measurements of Indebtedness, (iv) the cumulative effect of a change in accounting principles and (v) any net income or loss from discontinued operations and any net gain or loss on disposal of discontinued operations, all determined on a consolidated basis in accordance with GAAP.
For the purposes of calculating Consolidated EBITDAX for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), if during such Reference Period (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) FCX or any Subsidiary shall have made a Material Disposition or Material Acquisition, Consolidated EBITDAX for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition (and any incurrence or repayment of Indebtedness in connection therewith) occurred on the first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), which may, in the case of a Material Acquisition, reflect pro forma adjustments for cost savings that are reasonably expected


    
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to be realized within 365 days following such Material Acquisition, to the extent that such cost savings would be permitted to be reflected in pro forma financial statements prepared in accordance with Article 11 of Regulation S-X under the Securities Act. As used in this definition, “ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes common stock of any Person and (b) involves consideration in excess of $200,000,000; and “ Material Disposition ” means any sale, transfer or other disposition of property or series of related sales, transfers or other dispositions of property that (i)  involves assets comprising all or substantially all of an operating unit of a business or involves common stock of any Person owned by FCX and the Subsidiaries and (ii) yields gross proceeds to FCX or any Subsidiary in excess of $200,000,000.
Consolidated Net Income ” means, for any period, the net income or loss of FCX and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with FCX or any Subsidiary or the date that such Person’s assets are acquired by FCX or any Subsidiary. Notwithstanding anything to the contrary contained herein, Consolidated Net Income shall be (a) computed without deduction for non-controlling interests and (b) subject to the final paragraph of the definition of “Consolidated EBITDAX”.
Consolidated Total Assets ” means, at any time, the total assets of FCX and the Subsidiaries, as set forth in the most recent consolidated balance sheet of FCX and the Subsidiaries delivered pursuant to Section 5.01 hereto or Section 5.01 of the Existing Credit Agreement on or prior to such date of determination, determined on a consolidated basis in accordance with GAAP.
Consolidation ” has the meaning assigned to such term in Section 6.03(a).
Contract of Work ” means the Contract of Work made December 30, 1991, between the Ministry of Mines of the Government of the Republic of Indonesia, acting for and on behalf of the Government of the Republic of Indonesia, and PTFI, together with any amendments and extensions thereto and any related implementation agreement or Memorandum of Understanding with such Ministry of Mines acting on behalf of the Government of the Republic of Indonesia, after giving effect to the PT‑Rio Tinto Indonesia COW Assignment.
Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
Credit Party ” means the Administrative Agent and each Lender.
Credit Rating ” means a rating assigned by S&P or Moody’s, or another rating agency to be substituted by an amendment to this Agreement, to the Index Debt.


    
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Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 1.01A.
Disposition ” means any sale, transfer, lease or other disposition (including pursuant to a Sale and Leaseback Transaction and by way of merger or consolidation) of any assets of FCX or any Subsidiary, including any sale or issuance (other than to a Borrower or a Subsidiary) of any Equity Interests in any Subsidiary and including forward sales, streaming and similar transactions, in each case for consideration consisting in whole or part of cash proceeds, other than (i) dispositions in the ordinary course of business of (x) inventory (excluding, for the avoidance of doubt, forward sales and streaming or similar transactions), (y) used or surplus equipment or (z) cash equivalents, (ii) dispositions in the ordinary course of business of accounts receivable, (iii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any assets, (iv) forward sales, streaming and similar transactions for cumulative aggregate Net Proceeds received during Mandatory Prepayment Periods not in excess of $250,000,000, (v) sales or issuances of Qualified PTFI Equity Interests, (vi) sales, transfers, leases or other dispositions of assets by Sociedad Minera Cerro Verde or any other Subsidiary of FCX, to the extent that the proceeds thereof are not distributed to FCX and (vii) other sales and dispositions resulting in aggregate Net Proceeds received during Mandatory Prepayment Periods not exceeding $100,000,000 in the case of any single transaction or series of related transactions or $250,000,000 in the aggregate for all such transactions.
Disqualified Stock ” means, with respect to any Person, any Equity Interests of such Person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Stock and cash in lieu of fractional shares of Qualified Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale to the extent the terms of such Equity Interests provide that such Equity Interests shall not be required to be repurchased or redeemed until the repayment in full of the Loans and all other Obligations that are accrued and payable has occurred or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver hereunder)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Stock and cash in lieu of fractional shares of Qualified Stock), in whole or in part, or (c) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the Maturity Date; provided , however , that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further , however , that if any Equity Interests are issued to any employee, or to any plan for the benefit of employees, of FCX


    
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or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by FCX or a Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.
Dollar-Denominated Production Payments ” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith.
dollars ” or “ $ ” refers to lawful money of the United States of America.
Domestic Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia that is not a CFC.
Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, or to the management, release or threatened release of or exposure to any Hazardous Materials.
Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation or reclamation, fines, penalties or indemnities), of FCX or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with either Borrower, is treated as a single employer under Section 414(b) or (c) of the Code.
ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30‑day notice period is waived); (b) the failure by any Plan to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA applicable to such Plan, in each instance), whether or not waived;


    
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(c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by either Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by either Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by either Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by either Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from either Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.
Event of Default ” has the meaning assigned to such term in Article VII.
Exchange Act ” means the United States Securities Exchange Act of 1934.
Excluded Assets ” has the meaning assigned to such term in Schedule 1.01D hereto.
Excluded Taxes ” means any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender or required to be withheld or deducted from any payment to the Administrative Agent or any Lender under any Loan Document: (a) income or franchise Taxes imposed on (or measured by) the net income of such Lender or the Administrative Agent by the United States of America or by the jurisdiction under the laws of which such Lender or the Administrative Agent is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by FCX under Section 2.17(b)), (i) any U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Foreign Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately before designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to any such Taxes pursuant to Section 2.15 and (ii) Taxes attributable to such Foreign Lender’s failure to comply with Section 2.15(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA.


    
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Existing Credit Agreement ” means the Term Loan Agreement dated as of February 14, 2013 (as amended prior to the date hereof), among FCX, the other Borrower party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent.
Existing Guarantors ” means the Subsidiaries of FCX that have, prior to the Restatement Effective Date, Guaranteed the Obligations pursuant to a Guarantee Agreement, excluding, for the avoidance of doubt, each Agreed Additional Guarantor.
External Environmental Report ” has the meaning assigned to such term in Section 5.07(c).
FATCA ” means Sections 1471 through 1474 of the Code, as of the Original Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code.
FCX ” means Freeport-McMoRan Inc., a Delaware corporation, and following any merger or consolidation permitted under Section 6.03 to which FCX is a party and is not the surviving Person, such surviving Person.
Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
Financial Covenants ” means the covenants set forth in Sections 6.06 and 6.07.
Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the designated Person.
First Amendment ” means the First Amendment, dated as of February 27, 2015, to the Existing Credit Agreement.
First Amendment Effective Date ” means the date on which the First Amendment became effective in accordance with its terms.
FMC ” means Freeport Minerals Corporation, a Delaware corporation.
FMC Notes ” means the notes issued under the Indenture dated as of September 22, 1997, among Phelps Dodge Corporation and Chase Manhattan Bank, as trustee, and outstanding as of the Restatement Effective Date.


    
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FMOG ” means Freeport McMoRan Oil & Gas LLC, a Delaware limited liability company.
FMOG Indenture Debt ” means Indebtedness under (a) the 6⅛% Senior Notes due 2019, (b) the 6½% Senior Notes due 2020, (c) the 6⅝% Senior Notes due 2021, (d) the 6¾% Senior Notes due 2022 and (e) the 6⅞% Senior Notes due 2023, in each case issued by FMOG (as successor to Plains Exploration & Production Company (“ PXP ”)) pursuant to the indenture dated as of March 13, 2007, as amended or supplemented, among PXP, as issuer, the guarantors party thereto and Wells Fargo Bank, N.A. as trustee.
FOGI ” means FCX Oil and Gas Inc., a Delaware corporation.
Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which either Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. If a Borrower is located in more than one jurisdiction, a Lender’s status as a Foreign Lender shall be tested separately with respect to each jurisdiction.
Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.
Funded Debt ” of any Person means Indebtedness of such Person of the types referred to in clauses (a), (b), (c), (d), (e), (h), (j) and (k) of definition thereof and all Indebtedness of the types referred to in clauses (f), (g) and (i) of such definition relating to Indebtedness of others of the types referred to in such clauses (a), (b), (c), (d), (e), (h), (j) and (k).
GAAP ” means generally accepted accounting principles in the United States of America.
Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof in each case for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (b) to purchase or lease property, securities or services for the purpose


    
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of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
Guarantee Agreement ” means a Guarantee Agreement substantially in the form of Exhibit B hereto or, if reasonably requested by the Administrative Agent, a guarantee agreement governed by the laws of the jurisdiction of the Subsidiary Guarantor and otherwise reasonably satisfactory to the Administrative Agent in form and substance.
Guarantee Requirement ” means at any time that (a) each Required Subsidiary Guarantor shall have executed and delivered to the Administrative Agent a counterpart of the Guarantee Agreement (or a supplement thereto) and (b) the Administrative Agent shall have received documents and opinions equivalent to those delivered under Section 4.02(a) and (b) of the Existing Credit Agreement with respect to each such Required Subsidiary Guarantor.
Guarantor Designation ” has the meaning assigned to such term in Section 11.01.
Guarantor Designation Date ” has the meaning assigned to such term in Section 11.01.
Guarantor Termination ” has the meaning assigned to such term in Section 11.02.
Guarantor Termination Date ” has the meaning assigned to such term in Section 11.02.
Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum, petroleum distillates or petroleum by-products, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other hazardous or toxic substances or wastes of any nature, including mine-tailings, regulated pursuant to any Environmental Law.
Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.
Hydrocarbon Interests ” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.


    
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Hydrocarbons ” means oil, natural gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.
Impacted Interest Period ” has the meaning set forth in the definition of “LIBO Rate”.
Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all Disqualified Stock of such Person, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable and other accrued expenses incurred in the ordinary course of business and deferred compensation), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party (including reimbursement obligations to the issuer) in respect of letters of credit and letters of guaranty, which support or secure Indebtedness, (j) all obligations in respect of any Metalstream Transaction, all obligations in respect of any Receivables Facility and all other obligations in respect of prepaid production arrangements, prepaid forward sale arrangements or derivative contracts in respect of which such Person receives upfront payments in consideration of an obligation to deliver product or commodities (or make cash payments based on the value of product or commodities) at a future time and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; provided , however , that, for the avoidance of doubt, Indebtedness shall not include (i) any series of preferred stock (other than Disqualified Stock), (ii) obligations under Hedging Agreements, (iii) obligations under any agreement for the purchase of carbon emission and other similar credits and (iv) any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or cash equivalents (to the extent of the amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of determinations hereunder, the amount of
(A)    any Receivables Facility shall be deemed at any time to be (1) the aggregate principal or stated amount of the Indebtedness, fractional undivided interests (which stated amount may be described as a “net investment” or similar term reflecting


    
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the amount invested in such undivided interest) or other securities incurred or issued pursuant to such Receivables Facility, in each case outstanding at such time, or (2) in the case of any Receivables Facility in respect of which no such Indebtedness, fractional undivided interests or securities are incurred or issued, the cash purchase price paid by the buyer in connection with its purchase of receivables less the amount of collections received in respect of such receivables and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest; and
(B)    any other transaction of any Person included under clause (j) above, at any time, (1) the amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP or (2) if such amount would not appear on such balance sheet, the amount that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such transaction were accounted for as a transaction that would appear on such balance sheet or (3) if such amount cannot be determined under clause (1) or (2), the amount reasonably agreed by FCX and the Administrative Agent.
Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) Other Taxes.
Index Debt ” means senior, unsecured, long-term indebtedness for borrowed money of FCX that is not guaranteed by any other Person or subject to any other credit enhancement, other than unsecured Guarantees by Subsidiaries (other than Agreed Additional Guarantors) that guarantee (or are co-borrowers with respect to) the obligations of FCX under this Agreement.
Intercompany Subordination Agreement ” means an intercompany subordination agreement substantially in the form of Exhibit G attached hereto or any other form approved by the Administrative Agent.
Interest Election Request ” means a request by either Borrower to convert or continue a Borrowing in accordance with Section 2.05.
Interest Payment Date ” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.
Interest Period ” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three, six or, to the extent made available by all the applicable Lenders, twelve months thereafter, as either Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business


    
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Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
Interpolated Rate ” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which the Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which the Screen Rate is available) that exceed the Impacted Interest Period, in each case, at such time.
IRS ” means the United States Internal Revenue Service.
JPMCB ” has the meaning assigned to such term in the preamble to this Agreement.
Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a lender hereunder pursuant to an Assignment and Assumption, other than any person that ceases to be a party hereto pursuant to an Assignment and Assumption.
LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 of the Reuters screen that displays such rate (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information services that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion ( provided , that the Administrative Agent shall have generally selected such page for similarly situated borrowers)) (in each case the “ Screen Rate ”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


    
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Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.
Loan Documents ” means this Agreement, any Guaranty Agreements, the First Amendment and any Collateral Documents.
Loan Parties ” means each Borrower and each Subsidiary Guarantor.
Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.
Mandatory Prepayment Period ” means (i) each period commencing on and including the date of delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) hereunder or under the Existing Credit Agreement of consolidated financial statements in respect of which the Total Leverage Ratio, as of the last day of the most recent fiscal quarter covered by such financial statements, is in excess of 4.00 to 1.00 and ending on the first date of delivery of consolidated financial statements under Section 5.01(a) or 5.01(b) thereafter in respect of which the Total Leverage Ratio, as of the last day of the most recent fiscal quarter covered by such financial statements, is less than or equal to 4.00 to 1.00; provided that a Mandatory Prepayment Period will in any event be deemed to exist if FCX fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or 5.01(b) or the certificate of a Financial Officer required pursuant to Section 5.01(c) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate are delivered.
Material Acquisition ” has the meaning set forth in the definition of “Consolidated EBITDAX”.
Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform its obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under the Loan Documents.
Material Company ” has the meaning assigned to such term in clause (g) of Article VII.
Material Disposition ” has the meaning set forth in the definition of “Consolidated EBITDAX”.
Material Indebtedness ” means Indebtedness, Project Financings or obligations in respect of one or more Hedging Agreements, of FCX and/or any Subsidiary in an aggregate principal amount or amount of Attributable Debt exceeding $175,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of FCX or any Subsidiary in respect of any Hedging


    
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Agreement at any time shall be the aggregate amount (giving effect to any netting agreements) that FCX or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.
Maturity Date ” means (i) with respect to the 2018 Loans, May 31, 2018, and (ii) with respect to the 2020 Loans, February 28, 2020. As used in the definition of “Disqualified Stock” in Section 1.01 and in Section 2.02(d), unless the context otherwise requires, the term “Maturity Date” refers to the Maturity Date for the 2020 Loans.
Memorandum of Understanding ” means the Memorandum of Understanding dated as of December 27, 1991, between the Ministry of Mines and Energy of the Government of the Republic of Indonesia, and PTFI.
Metalstream Transaction ” means a transaction in which FCX or any Subsidiary incurs obligations in respect of prepaid production arrangements, prepaid forward sale arrangements or derivative contracts in respect of which FCX or any such Subsidiary receives upfront payments in consideration of an obligation to deliver gold, copper or any other metal mined by FCX and its Subsidiaries (each, a “ Qualified Metal ”) (or make cash payments based on the value of any Qualified Metal) at a future time. For the avoidance of doubt, a Metalstream Transaction shall for all purposes hereof constitute Funded Debt.
Moody’s ” means Moody’s Investors Service, Inc.
Mortgage ” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Obligations, the “Obligations” under the Revolving Credit Agreement and, if applicable, the FMC Notes. Each Mortgage shall be in form and substance reasonably satisfactory to the Administrative Agent.
Mortgaged Property ” means each parcel of real property, and the improvements thereto, that is required to constitute Collateral pursuant to the Agreed Collateral Actions and the Agreed Collateral Package.
Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
Net Proceeds ” means, with respect to any event, (a) the cash (which term, for purposes of this definition, shall include cash equivalents) proceeds received in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all fees and out-of-pocket expenses paid in connection with such event by the Borrowers and the Subsidiaries, (ii) in the case of a Disposition (including pursuant to a Sale and Leaseback Transaction) of an asset, (A) the amount of all payments required to be made by the Borrowers and the Subsidiaries as a result of such event to repay Indebtedness (other than Loans) secured by such asset and (B) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (B)) attributable to minority interests and not available for distribution to or for the account of the Borrowers and the Subsidiaries as a


    
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result thereof and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrowers and the Subsidiaries and the amount of any reserves established by the Borrowers and the Subsidiaries in accordance with GAAP to fund purchase price adjustment, indemnification and similar contingent liabilities (other than any earnout obligations) reasonably estimated to be payable and that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by the chief financial officer of FCX). For purposes of this definition, in the event any contingent liability reserve established with respect to any event as described in clause (b)(iii) above shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the contingent liabilities with respect to which such reserve has been established, be deemed to be receipt, on the date of such reduction, of cash proceeds in respect of such event.
New FMC Equity Restrictions ” has the meaning set forth in Schedule 1.01D hereto.
New FMOG Equity Restrictions ” has the meaning set forth in Schedule 1.01D hereto.
New FMC Subsidiary ” has the meaning set forth in Schedule 1.01E hereto.
New PTFI Holdco ” has the meaning set forth in Schedule 1.01E hereto.
Non-U.S. Lender ” means a Lender that is not a U.S. Person.
Obligations ” means the obligations of each of the Borrowers hereunder and of the Borrowers and the other Loan Parties under the other Loan Documents, including, (a) the due and punctual payment by the Borrowers of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of the Borrowers under this Agreement or any other Loan Document, including in respect of fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including any monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrowers under or pursuant to this Agreement and each other Loan Document and (c) the due and punctual payment and performance of all of the obligations of each other Loan Party under or pursuant to each of the other Loan Documents.
OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
Oil and Gas Business ” means (a) the acquisition, exploration, development, operation and disposition of interests in oil, natural gas and other


    
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hydrocarbon properties; (b) the gathering, marketing, treating, processing (but not refining), storage, selling and transporting of any production from those interests; and (c) any activity necessary, appropriate, incidental or reasonably related to the activities described above.
Oil and Gas Properties ” means (a) Hydrocarbon Interests, including with respect to undeveloped Oil and Gas Properties, depths below which any proved reserves are then attributable; (b) the properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all properties, rights, titles, interests and estates described or referred to above, including any and all property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or property (excluding drilling rigs, automotive equipment, rental equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.
Organizational Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
Original Closing Date ” means May 31, 2013.


    
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Other Connection Taxes ” means, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Lender or the Administrative Agent and the jurisdiction imposing such Taxes (other than a connection arising from such Lender or the Administrative Agent having executed, delivered, enforced, become a party to, performed its obligation under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document).
Other Senior Debt ” means unsecured, unsubordinated capital market Indebtedness of FCX ranking on a pari passu basis with the obligations of FCX hereunder that is issued in a registered public offering or a private placement transaction (including pursuant to Rule 144A under the Securities Act).
Other Taxes ” means any and all present or future recording, stamp, court, documentary, excise, filing, transfer, sales, property or similar Taxes, arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.17(b)).
parent ” has the meaning assigned thereto in the definition of “subsidiary”.
Participant ” has the meaning assigned to such term in Section 9.04(c).
Participant Register ” has the meaning assigned to such term in Section 9.04(c).
Participation Agreement ” means the Participation Agreement dated October 11, 1996, between PTFI and PT‑Rio Tinto Indonesia, as amended by the First Amendment dated April 30, 1999, and as further amended from time to time.
Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).
PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
Permitted Encumbrances ” means:
(a) Liens for Taxes not at the time delinquent or which are being contested in compliance with Section 5.04 or secure amounts that are not material to the value of the properties to which such Liens attach (it being understood that for purposes of this paragraph (a), all real properties that consist of multiple parcels


    
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but constitute a single asset ( i.e. , individual project sites consisting of multiple distinct parcels of real property) shall be deemed to be a single real property);
(b) Liens imposed by law, including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04 or secure amounts that are not material to the value of the properties to which such Liens attach (it being understood that for purposes of this paragraph (b), all real properties that consist of multiple parcels but constitute a single asset ( i.e. , individual project sites consisting of multiple distinct parcels of real property) shall be deemed to be a single real property);
(c) pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public, regulatory or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of business;
(d) judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII;
(e) Liens in favor of issuers of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not issued to support Indebtedness or Attributable Debt) issued pursuant to the request of and for the account of FCX or any Subsidiary in the ordinary course of its business;
(f) encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, canals, ditches, water rights, highways, roads, railroads, fences, oil and gas leases, electric lines, data communications, and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of the real properties or Liens incidental to the conduct of the business of FCX and its Subsidiaries or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of FCX and its Subsidiaries (it being understood that for purposes of this paragraph (f), all real properties that consist of multiple parcels but constitute a single asset (i.e., individual project sites consisting of multiple distinct parcels of real property) shall be deemed to be a single real property);


    
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(g) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, partnership agreements, leases, area of mutual interest agreements, royalty agreements, marketing agreements, processing agreements, development agreements, and other agreements which are usual and customary in the mining business;
(h) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;
(i) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary or financial institution;
(j) Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by FCX and its Subsidiaries in the ordinary course of business;
(k) any interest or title of a lessor under any operating lease;
(l) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which FCX or any Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;
(m) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(n) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
(o) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities or Liens over cash accounts securing cash pooling arrangements;
(p) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(q) (i) areas of mutual interest, rights of first refusal and preferential purchase rights entered into in the ordinary course of business or (ii) Liens arising under oil and gas leases or subleases, assignments, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange,


    
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transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, overriding royalty agreements, marketing agreements, processing agreements, net profit agreements, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, licenses, sublicenses, and other agreements, in each case which are customary in the Oil and Gas Business; provided , however , that the granting of any such Lien referred to in clause (ii) does not materially impair the use of the property covered by such Lien or materially impair the value of such property subject thereto;
(r) Liens on pipelines and pipeline facilities that arise by operation of law each of which is in respect of obligations that are not delinquent by more than 30 days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(s) Liens securing Production Payments and Reserve Sales that are customary in the Oil and Gas Business; provided , however , that such Liens do not extend to any property other than the property that is the subject of such Production Payments and Reserve Sales;
(t) any seaman’s wage Liens (including those of masters) for wages, maintenance and cure, salvage and general average Liens, stevedore’s wages, maritime tort Liens (including personal injury and death), Liens for necessaries and other ordinary course of business Liens of a maritime nature incurred in connection with vessel operations or maintenance, all of the foregoing Liens which are (a) unclaimed, (b) covered by insurance (other than, and after giving effect to, any applicable deductibles in full on such insurance) or (c) being contested in good faith by appropriate action promptly initiated and diligently conducted, if adequate reserves have been maintained in accordance with GAAP;
(u) Liens required by any contract or statute in order to permit FCX or any Subsidiary to perform any contract or subcontract made by it with or at the request of any Governmental Authority;
(v) Liens on cash earnest money deposits made in connection with any letter of intent or purchase agreement; and
(w) Liens on cash, letters of credit and other financial assets pledged to secure obligations under any agreement for the purchase of carbon emission and other similar credits which do not exceed $200,000,000 at any one time outstanding;


    
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provided that, except for Permitted Encumbrances referred to in clause (e) above, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness or Attributable Debt.
Permitted Investments ” means:
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;
(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P of A-2 or higher or from Moody’s of P-2 or higher;
(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year after the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank which has a short term deposit rating issued by Moody’s of P-2 or higher or by S&P of A-2 or higher;
(d) short-term tax exempt securities rated not lower than MIG-1/+1 by either Moody’s or S&P with provisions for liquidity or maturity accommodations of 183 days or less;
(e) repurchase agreements relating to securities described in clause (a), (b), (c) and (d) above and maturity not less than one year thereafter;
(f) investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by Moody’s and AAA by S&P;
(g) in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in dollars or the currency of the jurisdiction in which such Subsidiary is organized or has its principal place of business which are similar to the assets referred to in clauses (a), (b), (c), (d), (e) and (f) above; and
(h) other deposits, investments in certificates of deposits, bankers’ acceptances and time deposits with foreign banks not otherwise included in the assets referred to in clauses (a), (b), (c), (d), (e), (f) or (g) above not in excess of $100,000,000 in the aggregate.
Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.


    
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Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA sponsored, maintained or contributed to by either Borrower or any ERISA Affiliate.
Preferred Equity Interests ” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.
Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
Production Payments ” means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments.
Production Payments and Reserve Sales ” means the grant or transfer by the Borrower or any Subsidiary to any Person of a royalty, overriding royalty, net profits interest, Production Payment (whether Dollar-Denominated Production Payments or Volumetric Production Payments), partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services.
Project Financing ” means (a) the incurrence of Indebtedness of a Subsidiary, the proceeds of which are applied to fund any new acquisition, exploration, development, construction or expansion by, or upgrades of the assets of, including associated working capital requirements, such Subsidiary (or to refinance Indebtedness or equity financing incurred for such purpose) and that may be secured by the assets of such Subsidiary, (b) the incurrence of Attributable Debt in connection with a sale and leaseback transaction involving such assets (including any such Attributable Debt incurred to refinance Indebtedness or equity financing of such assets) or (c) the incurrence of Indebtedness or Attributable Debt in connection with an Off-take Financing (including any Indebtedness or Attributable Debt incurred to refinance Indebtedness or equity financing in connection with an Off-Take Financing); provided that “ Project Financing ” shall not include any Indebtedness or Attributable Debt the proceeds of which are applied to acquire a going concern. As used in this definition, “Off-take Financing” means the incurrence of Indebtedness or Attributable Debt in the form of an agreement to


    
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purchase that is entered into by a Subsidiary to support the financing by a third party of the acquisition, exploration, development, construction or expansion by, or upgrades of, assets, including associated working capital requirements, legal title to, or ownership of, which under applicable law is vested in such third party or its affiliates.
Project Financing Assets ” means, with respect to any Project Financing, the assets of the acquisition, exploration, development or expansion, or the assets the upgrade of which is, funded by such Project Financing.
Project Financing Subsidiary ” means, with respect to any Project Financing, the Subsidiary that is the primary obligor in respect of such Project Financing.
Proscribed Consolidation ” has the meaning assigned to such term in Section 6.03.
PTFI ” means PT Freeport Indonesia, a limited liability company organized under the laws of the Republic of Indonesia.
PTII ” means PT Indocopper Investama, a limited liability company organized under the laws of the Republic of Indonesia.
PT‑Rio Tinto Indonesia ” means PT Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia), a limited liability company organized under the laws of Indonesia and a wholly owned subsidiary of RTZ.
PT‑Rio Tinto Indonesia COW Assignment ” means the Assignment Agreement dated as of October 11, 1996 between PTFI and PT‑Rio Tinto Indonesia pursuant to which PTFI assigned a partial undivided interest in the Contract of Work to PT‑Rio Tinto Indonesia.
Qualified FMC Equity Interests ” has the meaning assigned to such term in Schedule 1.01D hereto.
Qualified FMOG Equity Interests ” has the meaning assigned to such term in Schedule 1.01D hereto.
Qualified PTFI Equity Interests ” means Equity Interests of PTFI or New PTFI Holdco 100% of the Net Proceeds of which are applied (or are in good faith expected by FCX to be applied) to smelter construction costs.
Qualified Stock ” means, with respect to any Person, any Equity Interests of such Person that are not Disqualified Stock.
Receivables Facility ” means any of one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for Standard Receivables Facility Undertakings) to FCX or any Subsidiary (other than any Receivables Subsidiary), pursuant to which FCX or any of the Subsidiaries sells


    
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its accounts, payment intangibles and related assets or interests therein to either (a) a Person that is not a Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts, payment intangibles and related assets to a Person that is not a Subsidiary.
Receivables Facility Repurchase Obligation ” means any obligation of FCX or a Subsidiary that is a seller of assets in a Receivables Facility to repurchase the assets it sold thereunder as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.
Receivables Subsidiary ” means any Subsidiary formed solely for the purpose of engaging, and that engages only, in one or more Receivables Facilities.
Reference Period ” has the meaning set forth in the definition of “Consolidated EBITDAX”.
Register ” has the meaning assigned to such term in Section 9.04(b)(iv).
Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates.
Reporting Person ” has the meaning assigned to such term in Section 5.01.
Required Lenders ” means, at any time, Lenders having Loans representing more than 50% of the aggregate outstanding Loans at such time.
Required Subsidiary Guarantor ” means, at any time, (a) if it is a Subsidiary at such time, each existing or subsequently acquired or organized subsidiary of FMOG that is at such time a guarantor of the obligations of FMOG under any FMOG Indenture Debt, (b) each other Subsidiary (other than a Subsidiary that is a Borrower) that at such time is a guarantor of obligations of FCX under the Revolving Credit Agreement, any other bank credit facility of FCX, the Senior Notes or any Other Senior Debt; provided , however , that a Subsidiary that is a Required Subsidiary Guarantor pursuant to clause (a) or (b) above will cease to be a Required Subsidiary Guarantor under such clauses (and may thereafter be released from its obligations under the Guarantee Agreement in accordance with the provisions of Section 11.02) at such time, if any, as (and only for such periods as) such Subsidiary Guarantor (i) no longer guarantees any obligations (x) of FMOG under any FMOG Indenture Debt or refinancing Indebtedness in respect thereof or (y) of FCX in respect of the Revolving Credit Agreement, any other bank credit facility of FCX, the Senior Notes or any Other Senior Debt and (ii) does not constitute a Required Subsidiary Guarantor pursuant to clause (c) below, and (c) from and after the Collateral Implementation Date, each Agreed Additional Guarantor.
Restatement Effective Date ” shall have the meaning assigned to such term in the Amendment and Restatement Agreement.


    
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Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in FCX, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests (including any payment under a Synthetic Purchase Agreement related to any Equity Interests) in FCX or any option, warrant or other right to acquire any such Equity Interests in FCX.
Revolving Credit Agreement ” means the Credit Agreement dated as of February 14, 2013, as amended and restated as of the Restatement Effective Date (and as such agreement may be amended, amended and restated, replaced, refinanced, supplemented or otherwise modified after the Restatement Effective Date), among FCX, PTFI, the lenders party thereto, the issuing banks party thereto, JPMCB, as administrative agent and collateral agent, and Bank of America, N.A., as syndication agent, and shall include any incremental revolving credit facilities incorporated under such credit agreement pursuant to an amendment thereto.
RTZ ” means Rio Tinto plc (formerly RTZ Corporation PLC), a company organized under the laws of England.
RTZ Interests ” means the interests of PT‑Rio Tinto Indonesia in the Contract of Work and certain jointly held assets pursuant to the Participation Agreement.
S&P ” means Standard & Poor’s.
Sale and Leaseback Transaction ” has the meaning assigned to such term in Section 6.04.
Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions.
Sanctioned Person ” means, at any time, (a) any Person that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list or (b) any Person located, organized or resident in a Sanctioned Country.
Sanctions ” means comprehensive economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.  
Screen Rate ” has the meaning set forth in the definition of “LIBO Rate”.
SEC ” means the United States Securities and Exchange Commission.
Secured Parties ” means (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the beneficiaries of each indemnification obligation undertaken


    
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by any Loan Party or any Collateral Party under any Loan Document, (e) each other holder of any Obligation and (f) the successors and assigns of each of the foregoing.
Securities Act ” means the United States Securities Act of 1933.
Senior Notes ” means senior unsecured notes of FCX issued in a public offering or Rule 144A under the Securities Act or other private placement transaction for the purpose of financing a portion of the cash purchase price payable for the PXP Acquisition (as defined in the Existing Credit Agreement) and/or the MMR Acquisition (as defined in the Existing Credit Agreement) and related fees and expenses or to refinance any Indebtedness previously incurred to finance either such acquisition or such fees and expenses.
Significant Subsidiary ” means any Subsidiary of FCX that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act, as amended.
Specified Debt/Liens ” means an amount equal to (a) the aggregate outstanding principal amount of Indebtedness and Attributable Debt incurred pursuant to (i) Section 6.01(a)(v), (ii) Section 6.01(a)(vii) (other than Indebtedness and Attributable Debt in respect of Project Financings at Sociedad Minera Cerro Verde or in connection with any smelter construction by PTFI or its Subsidiaries) and (iii) Section 6.01(a)(ix) (other than (x) Indebtedness and Attributable Debt incurred pursuant to lines of credit of Atlantic Copper, S.L.U., Sociedad Contractual Minera El Abra or Freeport Cobalt Oy and (y) partner loans for TF Holdings Limited or Koboltti Chemicals Holdings Limited) plus (b) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to a Lien pursuant to (i) Section 6.02 (d) (other than in respect of Project Financings at Sociedad Minera Cerro Verde or in connection with any smelter construction by PTFI or its Subsidiaries), (ii) Section 6.02(f), (iii) Section 6.02(i) (other than (x) Liens in respect of deposits for regulatory or other similar purposes at PTFI and its subsidiaries and (y) Liens to secure letters of credit for Sociedad Minera Cerro Verde of up to $200,000,000 in the aggregate), (iv) Section 6.02(l), (v) Section 6.02(m) (other than Liens in respect of receivables discounting or sale activities incurred in the ordinary course of business consistent with past practice), (vi) Section 6.02(n) (other than Liens on assets that are not Collateral (and would not be required to be Collateral after the Springing Collateral Date)), (vii) Section 6.02(o) or (viii) Section 6.02(t).
Specified Disposition ” means any Disposition consummated after February 12, 2016, and on or prior to December 31, 2016.
Springing Collateral Date ” means (a) June 30, 2016, if after February 12, 2016, and on or prior to June 30, 2016, FCX (together with its Subsidiaries) has not entered into definitive agreements with respect to Dispositions that, in the good faith judgment of FCX as of June 30, 2016, (x) are reasonably expected to be consummated prior to December 31, 2016, and (y) are reasonably expected to provide Net Proceeds of at least $3,000,000,000 in the aggregate; provided , that if, subsequent to June 30, 2016,


    
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any such definitive agreement is terminated (or if FCX, the Administrative Agent or the Required Lenders determine in good faith that the applicable conditions to the consummation of the transactions contemplated thereby become incapable of being satisfied on or prior to December 31, 2016) then the Springing Collateral Date shall be the date of such termination or determination unless in the good faith judgment of FCX the conditions referred to in the foregoing clauses (x) and (y) would remain satisfied without regard to all such definitive agreements that have been terminated or for which such a determination has been made and (b) December 31, 2016, if (i) the Springing Collateral Date has not otherwise occurred and (ii) after February 12, 2016, and on or prior to December 31, 2016, FCX (together with its Subsidiaries) has not consummated Dispositions providing Net Proceeds of at least $3,000,000,000 in the aggregate.
Standard Receivables Facility Undertakings ” means representations, warranties, covenants and indemnities entered into by FCX or any Subsidiary that FCX has determined in good faith to be customary in financings similar to a Receivables Facility, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Facility Repurchase Obligation shall be deemed to be a Standard Receivables Facility Undertaking.
Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the equity or more than 50% of the general partnership interests are, as of such date, owned, Controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
Subsidiary ” means any subsidiary of FCX.
Subsidiary Guarantor ” means each Subsidiary that Guarantees the Obligations under the Credit Agreement pursuant to a Guarantee Agreement; provided


    
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that, for purposes only of Section 6.01 and 6.02 hereof, no Subsidiary becoming a Subsidiary Guarantor after the Original Closing Date (other than a Required Subsidiary Guarantor) shall be considered a Subsidiary Guarantor unless each of the conditions set forth in Section 11.01 with respect to such Subsidiary shall have been met, and provided further that, for all purposes of this Agreement and the Loan Documents, no Guarantee Termination shall be effective with respect to any Subsidiary Guarantor unless each of the conditions set forth in Section 11.02 with respect to such Subsidiary shall have been met.
Syndication Agent ” means Bank of America, N.A., in its capacity as syndication agent for the Lenders hereunder.
Synthetic Purchase Agreement ” means any swap, derivative or other agreement or combination of agreements pursuant to which FCX or any Subsidiary is or may become obligated to make (i) any payment in connection with a purchase by any third party from a Person other than the Borrower of any Equity Interest or (ii) any payment (other than on account of a permitted purchase by it of any Equity Interest) the amount of which is determined by reference to the price or value at any time of any Equity Interest; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of FCX or any Subsidiary (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.
Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees and other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Total Debt ” means, as of any date, the sum as of such date of (a) the aggregate principal amount of Funded Debt of FCX and the Subsidiaries outstanding as of such date, in the amount that would be reflected as a liability on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, provided , however , that for the avoidance of doubt, Funded Debt shall exclude fair value adjustments under the acquisition method to book balances of Indebtedness, plus (b), without duplication of amounts included in clause (a), the aggregate amount of Attributable Debt of FCX and the Subsidiaries outstanding as of such date, minus (c) the lesser as of such date of (i) $1,000,000,000 and (ii) the aggregate amount of Available Domestic Cash.
Total Leverage Ratio ” means, on any date, the ratio of (a) Total Debt as of the last day of the fiscal quarter of FCX ended on such date or most recently prior to such date to (b) Consolidated EBITDAX for the period of four consecutive fiscal quarters of FCX ended on such date or most recently prior to such date.
Transactions ” has the meaning set forth in the Existing Credit Agreement.


    
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Transaction Costs ” means, collectively, the fees, costs and out-of-pocket expenses incurred by FCX and its Subsidiaries in connection with the Transactions.
Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.
U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
U.S. Tax Certificate ” has the meaning assigned to such term in Section 2.15(f)(ii)(D)(2).
Volumetric Production Payments ” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.
Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Withholding Agent ” means any Loan Party and the Administrative Agent.
SECTION 1.02.      Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).
SECTION 1.03.      Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and to any successor law or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall


    
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be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, all references herein (whether in singular or plural, as the context requires) to the Borrower shall give effect to the accession of FMOG as a party hereto in the capacity of a borrower pursuant to Section 4.02(c) or 4.04(c) of the Existing Credit Agreement and the cessation of FMOG as a party hereto in the capacity of a borrower pursuant to Section 10.02(g).
SECTION 1.04.      Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if FCX notifies the Administrative Agent that FCX requests an amendment to any provision hereof (other than Section 5.01(a) or 5.01(b)) to eliminate the effect of any change occurring after the Original Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies FCX that the Required Lenders request an amendment to any provision hereof (other than Section 5.01(a) or 5.01(b)) for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if at any time of delivery of financial statements under Section 5.01(a) or 5.01(b) GAAP as applied under the other provisions hereof shall as a result of the operation of this Section 1.04 be different from that used in such financial statements, FCX shall deliver together with such financial statements a reconciliation in reasonable detail of such financial statements to such different GAAP.
ARTICLE II
The Credits
SECTION 2.01.      Loans. The Borrowers and the Lenders acknowledge the making of Loans on the Original Closing Date pursuant to the Existing Credit Agreement. Amounts repaid or prepaid in respect of the Loans may not be reborrowed.
SECTION 2.02.      Loans and Borrowings. (a) [Reserved].
(b)      Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as either Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.
(c)      At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in


    
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an aggregate amount that is not less than $5,000,000. Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of six Eurodollar Borrowings outstanding.
(d)      Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
SECTION 2.03.      Requests for Borrowings. To request a Borrowing, a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy (or by electronic transmission with telephonic confirmation of receipt thereof) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrowers. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i)      the aggregate amount of such Borrowing;
(ii)      the date of such Borrowing, which shall be a Business Day;
(iii)      whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
(iv)      in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v)      the location and number of the applicable account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.
If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
SECTION 2.04.      Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such funds transferred to it available to


    
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the Borrowers by promptly crediting the amounts so received, in like funds, to an account of a Borrower maintained with the Administrative Agent in New York City and designated by the Borrowers in the applicable Borrowing Request.
(b)      Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available at such time in accordance with paragraph (a) of this Section and may, in reliance upon such assumption and in its sole discretion, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.
SECTION 2.05.      Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request or deemed by Section 2.03, and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or deemed by Section 2.03. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.
(b)      To make an election pursuant to this Section, the Borrowers shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request for a Eurodollar Borrowing would be required under Section 2.03 if the Borrowers were requesting a Borrowing of Eurodollar Loans to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrowers.
(c)      Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02 (including with respect to minimum amounts and borrowing multiples relating to any resulting Borrowing):


    
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(i)      the Borrowing to which such Interest Election Request applies (including whether such Borrowing is a Borrowing of 2018 Loans or a Borrowing of 2020 Loans) and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)      the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)      whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and
(iv)      if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration.
(d)      Promptly following receipt of an Interest Election Request with respect to a Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)      If the Borrowers fail to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Eurodollar Borrowing with an Interest Period of one month’s duration. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrowers, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
SECTION 2.06.      [Reserved].
SECTION 2.07.      Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan of such Lender on the applicable Maturity Date.
(b)      Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.


    
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(c)      The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(d)      The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of either Borrower to repay the Loans in accordance with the terms of this Agreement.
(e)      Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or to such payee and its registered assigns); provided that the failure of any Lender to maintain such promissory notes or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.
SECTION 2.08.      Amortization . (a) The Borrowers shall repay Borrowings of 2018 Loans outstanding after the First Amendment Effective Date on the last Business Day of each March, June, September and December, beginning with March 31, 2015 and ending with the last such day prior to the fourth anniversary of the Original Closing Date, in an aggregate principal amount for each such date equal to the product of (x) the Applicable Amortization Percentage times (y)(i) in the case of the payment due on March 31, 2015, 2.50% of the aggregate principal amount of all Loans made on the Original Closing Date (as such amount may be adjusted pursuant to paragraph (c) of this Section, including by application to 2018 Loans of prepayments made prior to the First Amendment Effective Date), (ii) in the case of any such date on or after the second anniversary of the Original Closing Date and prior to the third anniversary of the Original Closing Date, 3.75% of the aggregate principal amount of all Loans made on the Original Closing Date (as such amount may be adjusted pursuant to paragraph (c) of this Section, including by application to 2018 Loans of prepayments made prior to the First Amendment Effective Date) and (iii) in the case of any such date on or after the third anniversary of the Original Closing Date and prior to the fourth anniversary of the Original Closing Date, 5.0% of the aggregate principal amount of all Loans made on the Original Closing Date (as such amount may be adjusted pursuant to paragraph (c) of this Section). To the extent not previously paid, all 2018 Loans shall be due and payable on the Maturity Date applicable thereto.


    
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(b)      The Borrowers shall repay Borrowings of 2020 Loans outstanding after the First Amendment Effective Date on the last Business Day of each March, June, September and December, during the period commencing on and including March 31, 2017 and ending on and including December 31, 2019, (i) in the case of each such date prior to March 31, 2018, in an amount equal to 2.50% of the aggregate principal amount of all 2020 Loans outstanding on March 31, 2015 immediately after giving effect to the First Amendment and any election of a Lender on or prior to such date to become a 2020 Lender in accordance with the terms of the First Amendment, and (ii) in the case of each such date on or after March 31, 2018, in an amount equal to 3.75% of the aggregate principal amount of all such 2020 Loans outstanding on March 31, 2015 (in each case, as such amount may be reduced as a result of prepayments after the First Amendment Effective Date applied pursuant to paragraph (c) of this Section). To the extent not previously paid, all 2020 Loans shall be due and payable on the Maturity Date applicable thereto.
(c)      Any prepayment of a Borrowing (including, for the avoidance of doubt, any mandatory prepayment pursuant to Section 2.09(b) or Section 2.09(c)) shall be applied to reduce the subsequent scheduled repayments of the Borrowings to be made pursuant to this Section as directed by the Borrowers, and if no such direction is provided, in direct order against the remaining scheduled installments of principal due in respect of the Loans under this Section.
(d)      Prior to any repayment of any Borrowings under this Section, the Borrowers shall select the Borrowing or Borrowings to be repaid and shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such selection not later than 12:00 noon, New York City time, three Business Days before the scheduled date of such repayment; provided that if the Borrower does not notify the Administrative Agent, such repayment shall be applied to any outstanding Borrowings as determined by the Administrative Agent. Each repayment of a Borrowing shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Borrowings shall be accompanied by accrued interest on the amounts repaid.
SECTION 2.09.      Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to the requirements of this Section and to the making of any payment required under Section 2.14. Notwithstanding any provision to the contrary herein, the Borrowers may elect to apply voluntary prepayments pursuant to this Section 2.09(a) (but not mandatory prepayments pursuant to Section 2.09(b)) to the 2018 Loans and the 2020 Loans in such amounts as may be specified in the notice given pursuant to paragraph (e) of this Section.
(b)      In the event and on each occasion that any Net Proceeds are received by or on behalf of any Borrower or any Subsidiary in respect of any Disposition during a Mandatory Prepayment Period, the Borrowers shall, within five Business Days after such Net Proceeds are received, prepay Borrowings, ratably as required by paragraph (d) of this Section, in an aggregate amount equal to the lesser of (i) 50% of such Net Proceeds and (ii) such amount as will result in the Total Leverage Ratio,


    
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calculated on a pro forma basis as of the last day of the most recent fiscal quarter covered by consolidated financial statements delivered pursuant to Section 5.01(a) or 5.01(b) to give effect to such prepayment and to any Material Acquisition, Material Disposition, incurrence of Indebtedness or repayment of Indebtedness that has occurred thereafter (in accordance, as applicable, with the last paragraph of the definition of Consolidated EBITDAX), to be no greater than 4.00 to 1.00.
(c)      In the event and on each occasion that any Net Proceeds are received by or on behalf of any Borrower or any Subsidiary in respect of any Specified Disposition, if (i) at the time of the receipt of such Net Proceeds, the Total Leverage Ratio (determined as of the most recently ended fiscal quarter for which financial statements have been (or were required to be) delivered to the Administrative Agent and without giving pro forma effect to such Specified Disposition) is equal to or greater than 6.00 to 1.00, (ii) at the time of receipt of such Net Proceeds, the Springing Collateral Date has not occurred and (iii) the aggregate amount of Net Proceeds from such Specified Disposition and all prior Specified Dispositions is equal to or greater than $1,000,000,000 (all such Net Proceeds in excess of $1,000,000,000 being referred to herein as “ Specified Net Proceeds ”), then in each such case the Borrowers shall, within five Business Days after such Net Proceeds are received, prepay Borrowings, as required by paragraph (d) of this Section, in an aggregate amount equal to 100% of such Specified Net Proceeds (excluding any Specified Net Proceeds applied to prepay Borrowings pursuant to paragraph (b) above).
(d)      Prior to any optional or mandatory prepayment of 2018 Loans or 2020 Loans hereunder, the Borrowers shall select the Borrowing or Borrowings of such Loans to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section. In the event of any mandatory prepayment of Borrowings pursuant to paragraph (b) of this Section made at a time when Borrowings of both 2018 Loans and 2020 Loans remain outstanding, the Borrowers shall select Borrowings to be prepaid so that the aggregate amount of such prepayment is allocated between Borrowings of 2018 Loans and Borrowings of 2020 Loans pro rata based on the relative aggregate outstanding principal amounts thereof on the date of such prepayment. In the event of any mandatory prepayment of Borrowings pursuant to paragraph (c) of this Section made at a time when Borrowings of both 2018 Loans and 2020 Loans remain outstanding, the Borrowers may select Borrowings to be prepaid so that (x) the aggregate amount of such prepayment shall be allocated between Borrowings of 2018 Loans and Borrowings of 2020 Loans pro rata based on the relative aggregate outstanding principal amounts thereof on the date of such prepayment or (y) the aggregate amount of such prepayment allocated to Borrowings of 2020 Loans is not less than the aggregate amount of Borrowings of 2020 Loans that would be prepaid pursuant to the foregoing clause (x); provided that if the Borrower does not select the Borrowings to be prepaid then such prepayment shall be allocated in accordance with the foregoing clause (x).
(e)      The Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy) of any optional prepayment and, to the extent practicable, any mandatory prepayment, hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before


    
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the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of any mandatory prepayment, shall include a reasonably detailed calculation of the amount of such prepayment (including, if applicable, a calculation of the pro forma Total Leverage Ratio referred to in paragraphs (b) and (c) of this Section). Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11.
SECTION 2.10.      Fees. (a) [Reserved].
(b)      The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent.
(c)      The Borrowers agree to pay to the Collateral Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Collateral Agent.
(d)      All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of ticking fees and upfront fees, to the Lenders. Fees paid shall not be refundable under any circumstances.
SECTION 2.11.      Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Rate.
(b)      The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.
(c)      Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by either Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall, on and after the date the Required Lenders so request, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section.
(d)      Accrued interest on each Loan shall be payable by the Borrowers in arrears on each Interest Payment Date for each such Loan; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR


    
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Loan prior to the Maturity Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(e)      All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
SECTION 2.12.      Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:
(a)      the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or
(b)      the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;
then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.
SECTION 2.13.      Increased Costs. (a) If any Change in Law shall:
(i)      impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate);
(ii)      impose on any Lender or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender; or
(iii)      subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Connection Taxes that are income or franchise Taxes imposed on (or measured by) the net income of such Lender or


    
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that are branch profits Taxes) on its Loans, loan principal or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), in each case by or in an amount which such Lender in its sole judgment deems material in the context of this Agreement and its Loans hereunder, then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(b)      If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), by an amount which such Lender in its sole judgment deems to be material in the context of this Agreement and its Loans hereunder, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(c)      A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)      Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180‑day period referred to above shall be extended to include the period of retroactive effect thereof.
SECTION 2.14.      Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by the Borrowers to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked or extended under Section 2.03 and is revoked or extended in


    
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accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.17, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
SECTION 2.15.      Taxes. (a) Any and all payments by or on account of any obligation of either Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law (as determined in the good faith discretion of the applicable Withholding Agent); provided that if any Withholding Agent shall be so required to deduct any Indemnified Taxes from such payments, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Withholding Agent shall make such deductions and (iii) such Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b)      Each Borrower and any other Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.
(c)      The Loan Parties shall jointly and severally indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, or that are required to be withheld or deducted from a payment thereto by or on account of any obligation of a Loan Party hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, provided , however , that the Loan Parties shall not be obligated to make payment to the


    
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Administrative Agent or any Lender pursuant to this Section in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes if such penalties, interest or other liabilities are attributable to the gross negligence or wilful misconduct of the Administrative Agent or such Lender. A certificate as to the amount of such payment or liability, including a calculation thereof determined in the sole discretion of the Lender or the Administrative Agent, delivered to a Loan Party by a Lender (with a copy to the Administrative Agent) or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d)      As soon as practicable after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e)      Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.15(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).
(f)      (i)  Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.15(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such


    
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Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrowers or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant to this Section 2.15(f). If any form or certification previously delivered by such Lender pursuant to this Section 2.15(f) expires or becomes obsolete or inaccurate in any respect, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrowers and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.
(ii)      Without limiting the generality of the foregoing, any Lender shall, if it is legally eligible to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as is reasonably requested by the Borrowers and the Administrative Agent, on or prior to the date on which such Lender becomes a party hereto) duly completed and executed copies of whichever of the following is applicable:
(A)      in the case of a Lender that is a U.S. Person, executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding Tax;
(B)      in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(C)      in the case of a Non-U.S. Lender for which payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, executed originals of IRS Form W-8ECI;
(D)      in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, and (2) a certificate substantially in the form of Exhibit F-1- F-4 (a “ U.S. Tax Certificate ”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;


    
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(E)      in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender), (1) executed originals of IRS Form W-8IMY on behalf of itself and (2) the relevant forms prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required of each such beneficial owner or partner of such partnership if such beneficial owner or partner were a Lender; provided , however , that if the Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a U.S. Tax Certificate on behalf of each such partner; or
(F)      any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation as is necessary to enable the Borrowers or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.
(iii)      If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.15(f)(iii), “FATCA” shall include any amendments made to FATCA after the Original Closing Date.
(g)      If any party determines, in its sole discretion exercised in good faith, that it has received a refund and/or credit of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including additional amounts paid pursuant to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event


    
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will the indemnified party be required to pay an amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
(h)      Nothing contained in this Section 2.15 shall require the Administrative Agent or any Lender (or permitted assignee or Participant) to make available any of its Tax returns or any other information that it deems to be confidential or proprietary, to any Loan Party or any other Person.
(i)      Each party’s obligations under this Section 2.15 shall survive any resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.
(j)      For purposes of this Section 2.15, the term “applicable law” includes FATCA.
(k)      For purposes of determining withholding Taxes imposed under FATCA, from and after the Restatement Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
SECTION 2.16.      Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest or fees, or of amounts payable under Section 2.13, 2.14, 2.15 or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except that payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.


    
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(b)      If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(c)      If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by either Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to such Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against either Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
(d)      Unless the Administrative Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e)      If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04, 2.16(d) or 9.03(c), or fail to purchase participations in the Loans of the other Lenders required to be purchased by it pursuant to Section 2.16(c),


    
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then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.
SECTION 2.17.      Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.13, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)      If any Lender requests compensation under Section 2.13, or if either Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, or if any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.02 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then FCX may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to one or more assignees that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.13 or payments required to be made pursuant to Section 2.15, such assignment will result in a material reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and the fee required under Section 9.04(b)(ii)(C) shall have been paid by such assignee or by the Borrowers. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver, consent or approval by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.


    
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ARTICLE III
FCX represents and warrants to the Lenders on the Restatement Effective Date and, except for Section 3.17 hereof, the Original Closing Date that:
SECTION 3.01.      Organization; Powers. Each Borrower, each Loan Party and each of FCX’s other Subsidiaries is duly organized and validly existing (except to the extent that the failure of such other Subsidiaries to be duly organized and validly existing would not, individually or in the aggregate, be expected to result in a Material Adverse Effect) and, to the extent applicable, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is in good standing under the laws of the jurisdiction of its organization, has, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, all requisite power and authority to carry on its business as now conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is, to the extent applicable, in good standing in, every jurisdiction where such qualification is required.
SECTION 3.02.      Authorization; Enforceability. The performance by each Loan Party of the Loan Documents to which it is a party, the Borrowings hereunder and the Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by FCX and constitutes, and each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 3.03.      Governmental Approvals; No Conflicts. Except as set forth in Schedule 3.03, the performance by each Loan Party of the Loan Documents to which it is to be party, the Borrowings hereunder and the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) other consents, approvals, registrations, filings or actions the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the charter, by‑laws or other organizational documents of FCX or any other Loan Party, (c) except to the extent that any such violations or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) will not violate any applicable law or regulation or any order of any Governmental Authority and (ii) will not violate or result in a default under any indenture, agreement or other instrument binding


    
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upon FCX or any of its Subsidiaries or its assets and (d) will not result in the creation or imposition of any Lien on any asset of FCX or any of its Subsidiaries.
SECTION 3.04.      Financial Condition; No Material Adverse Change. (a) FCX has heretofore furnished to the Lenders %4. FCX’s consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2011, reported on by Ernst & Young LLP, independent registered public accountants and %4. FCX’s unaudited consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows as of and for the nine months ending September 30, 2012. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of FCX and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of such unaudited financial statements.
(b)      Except as set forth in Schedule 3.04(b), since December 31, 2011, there has been no material adverse change in (i) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (ii) the ability of any Loan Party to perform its obligations under any Loan Document or (iii) the rights of or benefits available to the Lenders under the Loan Documents.
SECTION 3.05.      Properties. (a) Except to the extent that any failure to do so individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect and except for approvals from any Governmental Authority customarily obtained after the closing of sales or transfer involving assets in the Gulf of Mexico or the Pacific Ocean, FCX and each of its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to its business, except for Liens permitted by Section 6.02.
(b)      Except to the extent that any such failure or infringement, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, FCX and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by FCX and its Subsidiaries does not infringe upon the rights of any other Person.
SECTION 3.06.      Litigation and Environmental Matters. (a) Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any Governmental Authority pending against or, to the knowledge of either Borrower, threatened against or affecting FCX or any of its Subsidiaries that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(b)      Except for the Disclosed Matters and except for any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither FCX nor any of its Subsidiaries (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required for its operations or properties under any


    
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applicable Environmental Law, (ii) is obligated to remediate or correct any condition resulting from releases of Hazardous Materials or (iii) has received written notice of any claim with respect to any Environmental Liability.
SECTION 3.07.      Compliance with Laws and Agreements. FCX and its Subsidiaries are in compliance in all material respects with all laws, regulations and orders of any Governmental Authority applicable to them or their properties and all indentures, agreements (including, so long as PTFI is a Subsidiary, the Contract of Work) and other instruments binding upon them or their properties, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.08.      Investment Company Status. No Loan Party is an “investment company” under the Investment Company Act of 1940.
SECTION 3.09.      Taxes. FCX and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed by them and have paid or caused to be paid all Taxes required to have been paid by them, except (i) any Taxes that are being contested in good faith by appropriate proceedings and for which FCX or such Subsidiary, as applicable, has, to the extent required by GAAP, set aside on its books adequate reserves and (ii) returns and reports the non-filing of which, and Taxes the non-payment of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.10.      ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such Plans, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Financial Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.
SECTION 3.11.      Disclosure. The Confidential Information Materials and the other reports, financial statements, certificates and other information furnished in writing by the Borrowers or any of their representatives in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), are complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements have been made. Notwithstanding the foregoing, it is understood and agreed that the periodic reports and


    
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other information of FCX filed with the SEC pursuant to Section 13 of the Exchange Act speak as of the date of such reports or other filings and not of any subsequent time and, therefore, the representation set forth in the first sentence of this paragraph is applicable to the information contained in such reports or other filings only as of the date of such reports or other filings. Additionally, notwithstanding anything to the contrary contained herein, the representation in the first sentence of this paragraph shall not apply to forward‑looking information contained in the filings made by FCX or PXP with the SEC pursuant to Section 13 of the Exchange Act, and the Borrowers shall have no liability with respect to such forward‑looking information, except to the extent that FCX would have liability to investors in its public securities under the Exchange Act after the application of Section 21E of the Exchange Act.
SECTION 3.12.      Insurance. Schedule 3.12 sets forth a description of all material insurance maintained by or on behalf of FCX and its Subsidiaries as of the Original Closing Date. As of the Original Closing Date, all material premiums in respect of such insurance are current and such insurance is in full force and effect. FCX believes that the insurance maintained by or on behalf of FCX and its Subsidiaries is adequate.
SECTION 3.13.      Labor Matters. As of the Original Closing Date, there are no strikes, lockouts or slowdowns against FCX or any Subsidiary pending or, to the knowledge of FCX, threatened, that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which FCX or any Subsidiary is a party that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
SECTION 3.14.      Federal Reserve Regulations. No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose which entails a violation (including on the part of any Lender) of Regulation U or X of the Board.
SECTION 3.15.      Pari Passu Status. The Obligations of the Borrowers under this Agreement rank, and will rank, at least pari passu in right of payment with all unsecured, unsubordinated Indebtedness of the Borrowers.
SECTION 3.16.      Sanctions . None of (a) the Borrowers, any Subsidiary or, to the knowledge of any Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of any Borrower, any agent of any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
SECTION 3.17.      Solvency. Immediately after the consummation of the transactions to occur on the Restatement Effective Date, as of such Restatement Effective Date (a) the fair value of the assets of the Borrowers and the Subsidiaries, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Borrowers and the Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable


    
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liability on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Borrowers and the Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Borrowers and the Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged, as such business is conducted at the time of and is proposed to be conducted following the Restatement Effective Date.
ARTICLE IV

[Reserved]
ARTICLE V

Affirmative Covenants
Until the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, each Borrower covenants and agrees with the Lenders and the Administrative Agent that:
SECTION 5.01.      Financial Statements and Other Information. FCX will furnish to the Administrative Agent and each Lender (for purposes of this Section 5.01, each of FCX and PTFI is referred to as a “ Reporting Person ”):
(a)      within 90 days after the end of each fiscal year of such Reporting Person (or, so long as such Reporting Person shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Annual Report on Form 10-K of such Reporting Person for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), an audited consolidated balance sheet of such Reporting Person and its consolidated Subsidiaries and related consolidated statements of income, comprehensive income, equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other registered independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of such Reporting Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that FCX shall only be required to cause PTFI to furnish such audited reports in respect of PTFI for any fiscal year to the extent otherwise available to PTFI, and if such audited reports are not otherwise available for any fiscal year, FCX shall instead cause PTFI to furnish, within 90 days after the end of such fiscal year, an unaudited consolidated balance sheet of PTFI and its consolidated Subsidiaries and related unaudited


    
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consolidated statements of income, comprehensive income, equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of PTFI and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(b)      within 45 days after the end of each of the first three fiscal quarters of each fiscal year of such Reporting Person (or, so long as such Reporting Person shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of such Reporting Person for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), an unaudited consolidated balance sheet of such Reporting Person and its consolidated Subsidiaries and related consolidated statements of income as of the end of and for such fiscal quarter and related consolidated statements of income, comprehensive income, equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of such Reporting Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c)      concurrently with any delivery of financial statements of FCX under clause (a) or (b) above, a certificate of a Financial Officer of FCX (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06 and 6.07, (iii) setting forth reasonably detailed calculations of Consolidated Net Income, Consolidated Total Assets, Consolidated Cash Interest Expense and Consolidated EBITDAX as at the end of and for the applicable fiscal period and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(d)      concurrently with any delivery of financial statements under clause (a) above, a certificate of the accountants that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under Sections 6.06 or 6.07 (which certificate may be limited to the extent required by accounting rules or guidelines);


    
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(e)      promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials publicly filed by either Borrower with the SEC or any Governmental Authority succeeding to any or all of the functions of said Commission (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f)      so long as PTFI is a Subsidiary, a copy of any amendment to the Contract of Work or Memorandum of Understanding within 30 days following the execution and delivery thereof;
(g)      promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of such Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request; and
(h)      in the case of FCX, within 180 days after the end of each fiscal year of FCX, a copy of the Voluntary Principles on Security and Human Rights, prepared in a manner consistent with FCX’s past practice.
Materials required to be delivered pursuant to clause (e) of this Section 5.01 shall be deemed to have been delivered on the date on which such materials are posted on the SEC’s website at www.sec.gov; provided that FCX shall promptly notify the Administrative Agent and the Lenders of any such posting.
SECTION 5.02.      Notices of Material Events. Promptly after any Financial Officer of FCX obtains knowledge thereof, FCX will furnish to the Administrative Agent and each Lender written notice of the following:
(a)      the occurrence of any Default;
(b)      the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting FCX or any Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect;
(c)      the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(d)      any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect;
(e)      during any Mandatory Prepayment Period, the entry into any definitive agreement with respect to a Disposition, together with a reasonably


    
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detailed calculation of the aggregate amount of Net Proceeds expected to be received upon the consummation of such Disposition; and
(f)      during any Mandatory Prepayment Period, the consummation of any Disposition, together with a reasonably detailed calculation of the aggregate amount of Net Proceeds received in connection with such Disposition.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of FCX setting forth the details of the event or development requiring such notice and, except with respect to clauses (e) and (f) above, any action taken or proposed to be taken with respect thereto.
SECTION 5.03.      Existence; Conduct of Business. FCX will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence, except in the case of any Subsidiary other than PTFI, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.
SECTION 5.04.      Payment of Obligations. Each Borrower will, and will cause each of its Subsidiaries to, pay all Tax liabilities, before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make any such payments, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.05.      Insurance. FCX will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies insurance in such amounts and against such risks as are customarily maintained by companies of established repute engaged in the same or similar businesses operating in the same or similar locations (after giving effect to any self-insurance reasonable and customary for similarly situated companies).
SECTION 5.06.      Books and Records; Inspection and Audit Rights. Each Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account sufficient to permit the preparation of financial statements in accordance with GAAP. Each Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice and during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 5.06 and the Administrative Agent shall not exercise such rights more


    
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than two times during any calendar year absent the existence of an Event of Default and for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be for the Borrowers’ account; provided , further , that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give each Borrower the opportunity to participate in any discussions with such Borrower’s independent accountants.
SECTION 5.07.      Compliance with Laws; Environmental Reports. (a) Each Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(b)      Except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, each Borrower will, and will cause each Subsidiary to, (i) comply, in all material respects with all Environmental Laws applicable to its operations and properties, (ii) obtain and renew all permits required by Environmental Laws necessary for its operations and properties, and (iii) conduct any remedial or reclamation actions in compliance with applicable Environmental Laws; provided , however , that the Borrowers and the Subsidiaries shall not be required to undertake any remedial or reclamation action or obtain or renew any environmental permit, or comply with any Environmental Law to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves, in accordance with GAAP, are maintained in connection therewith. If either Borrower is in default of its obligations under this paragraph, the Borrowers will, at the request of the Required Lenders through the Administrative Agent, provide to the Lenders within 60 days after such request, at the expense of the Borrowers, an environmental site assessment report for the properties to which such default relates, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and evaluating whether or not Hazardous Materials are likely to have been released at or to have adversely affected the property, or otherwise resulted in Environmental Liability and the estimated cost of any compliance or remedial action in connection with such matters.
(c)      With respect to the environmental report evaluating PTFI’s environmental practices at its properties in Indonesia and prepared by one or more reputable environmental consulting firms (an “ External Environmental Report ”), FCX shall deliver the voluntary External Environmental Report to the Administrative Agent within 30 days of delivery of the final such report to FCX, commencing with the report relating to the environmental evaluation that will be commenced during 2014. Thereafter, FCX shall deliver a copy of any subsequent voluntary External Environmental Report to the Administrative Agent within 30 days of delivery of the final such report to FCX. The voluntary External Environmental Reports shall be delivered to the Administrative Agent by FCX at three year intervals (though for the avoidance of doubt, delivery will in no event be required to be made on a specific date following such


    
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interval) unless the applicable Governmental Authority in Indonesia makes preparation of such a report mandatory, in which case, FCX shall provide such External Environmental Reports to the Administrative Agent at intervals as required by Indonesian law. The Borrowers will implement, as promptly as practicable after the receipt of any External Environmental Report, any recommendations contained in such report if the failure to implement such recommendations could reasonably be expected to result in a Material Adverse Effect.
(d)      To the extent a Borrower or any Subsidiary is not the operator of any Oil and Gas Property, no such Borrower or Subsidiary shall be obligated to directly perform any undertakings contemplated by the covenants and agreements contained in this Section 5.07 which are performable only by such operator and are beyond the control of such Borrower or Subsidiary, provided that such Borrower or Subsidiary shall be obligated to use commercially reasonable efforts to (i) enforce such operator’s contractual obligations to maintain, develop and operate the Oil and Gas Properties subject to the terms of such contractual obligations and (ii) cause such operator to comply with this Section 5.07.
SECTION 5.08.      [Reserved].
SECTION 5.09.      Guarantee Requirement. The Borrowers will, and will cause their Subsidiaries to, ensure that the Guarantee Requirement is at all times satisfied, and in connection therewith will, and will cause their Subsidiaries to, execute and deliver such documents, instruments and agreements, and take all corporate or other actions and all actions that may be required under any applicable laws or regulations or that the Administrative Agent may reasonably request, to cause the Guarantee Requirement to be satisfied, subject to Section 11.02.
SECTION 5.10.      Springing Collateral Date . (a) If the Springing Collateral Date occurs, FCX shall, subject to (x) any applicable laws and any regulatory or other similar restriction in effect from time to time, (y) any contractual restrictions set forth on Schedule 5.10 , and (z) any New FMC Equity Restrictions and any New FMOG Equity Restrictions, use commercially reasonable efforts to (and shall cause its Subsidiaries to use commercially reasonable efforts to), on or prior to the Collateral Implementation Date, (i) secure the Obligations by perfected Liens on the Agreed Collateral Package pursuant to the Agreed Collateral Actions and (ii) implement the Agreed Subsidiary Holding Company Structure.
(b)      Fo r th e avoidance of do ub t, it is understood and agreed th at if the Required Lenders have not approved (in their s ol e discr et i on) an Ag re ed Co llat era l P ackage an d an Agree d Subsidiary Holdin g Co mp a ny Structure after the Restatement Effective Date and prior to the Collateral Im plementatio n D ate, any failure by FCX to comply, on or prior to th e Collateral Implementation Date , with its obligations in Section 5.10(a) above w ith respect to (i) the Agreed Collateral Package set forth on Schedule 1.01D hereto and (ii) the Agreed Subsidiary Holding Company Structure set forth on Schedule 1.01E hereto sha ll constitute an Even t of D efa ult hereunder .


    
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(c)      Notwithstanding the foregoing provisions of this Section 5.10, if on June 30, 2016, (x) the Springing Collateral Date has not occurred and (y) FCX (together with its Subsidiaries) has not consummated Subject Dispositions providing Net Proceeds of at least $3,000,000,000 in the aggregate, then FCX shall, on or prior to such date, secure the Obligations by a perfected first-priority pledge of all the outstanding Equity Interests of FMC (or a direct or indirect Subsidiary of FMC that holds all of the assets of FMC then held by FCX and its Subsidiaries (other than assets that are not material as a whole) then held by FCX and its Subsidiaries); provided (i) that such pledge shall be released at the time that FCX (together with its Subsidiaries) has consummated Specified Dispositions providing Net Proceeds of at least $3,000,000,000 in the aggregate unless the Springing Collateral Date has otherwise occurred at such time and (ii) such pledge on any such Equity Interests that are sold to a Person that is not an Affiliate of FCX pursuant to a transaction that is permitted under this Agreement shall be automatically released upon the consummation of such transaction.
(d)      In connection with the foregoing provisions of this Section 5.10, FCX will, and will cause its Subsidiaries to, execute and deliver such documents, instruments and agreements, and take all corporate or other actions and all actions that may be required under any applicable laws or regulations or that the Administrative Agent or the Collateral Agent may reasonably request, to create and maintain perfected Liens on the Agreed Collateral Package pursuant to the Agreed Collateral Actions and to create and maintain the Agreed Subsidiary Holding Company Structure. Without limiting the foregoing, on or prior to the applicable Collateral Implementation Date, the Borrowers shall deliver to the Administrative Agent a completed perfection certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an executive officer of each Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to FCX and its Subsidiaries in the jurisdictions contemplated by the perfection certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02.
SECTION 5.11.      Further Assurances . If any Subsidiary is formed or acquired after the Springing Collateral Date, FCX will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), (i) notify the Administrative Agent thereof, (ii) cause the Obligations to be secured by perfected Liens on the Equity Interests of, and any assets (including Equity Interests) owned by, such Subsidiary that would have been included in the Agreed Collateral Package if such Subsidiary had been a Subsidiary as of the Springing Collateral Date and (iii) maintain the Agreed Subsidiary Holding Company Structure. In connection with the foregoing, FCX and each of its Subsidiaries will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, mortgages, deeds of trust and other documents), that may be required under any applicable law, or that the Administrative Agent may reasonably request (but only to the extent such would have been required under Section 5.10), in order to comply with the foregoing provisions


    
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of this Section 5.11, all at the expense of the Borrowers. FCX will provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents.
ARTICLE VI Negative Covenants
Until the principal of and interest on each Loan and all fees payable hereunder have been paid in full, each Borrower covenants and agrees with the Lenders and the Administrative Agent that:
SECTION 6.01.      Subsidiary Indebtedness. (a) Each Borrower will not permit any Subsidiary (other than any Subsidiary that is a Borrower at such time or (x) prior to April 1, 2017, or if the Springing Collateral Date occurs, any Existing Guarantor or (y) unless the Springing Collateral Date has occurred, on or after April 1, 2017, any Subsidiary Guarantor) to create, incur, assume or permit to exist any Indebtedness or Attributable Debt, except:
(i)      Guarantees of Indebtedness created under the Loan Documents;
(ii)      Indebtedness, including Guarantees, existing on the Original Closing Date and set forth in Schedule 6.01;
(iii)      Guarantees of Indebtedness of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Existing Guarantor) to the extent such Indebtedness is permitted under this Agreement;
(iv)      Indebtedness of any Subsidiary to FCX or any Subsidiary; provided that, (x) any Indebtedness in an aggregate principal amount in excess of $20,000,000 and owing by FCX or any Loan Party to any wholly-owned Subsidiary that is not a Loan Party shall be subject to an Intercompany Subordination Agreement and (y) if the Springing Collateral Date has occurred, any such Indebtedness owing to any Collateral Party in an aggregate principal amount in excess of $20,000,000 shall be evidenced by a promissory note that shall have been pledged pursuant to a Collateral Document;
(v)      Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Original Closing Date; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any existing Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for


    
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the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(a)(ix);
(vi)      Indebtedness and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.04, in each case incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof but excluding Project Financings; provided that (i) any such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) any such Attributable Debt is incurred in accordance with Section 6.04;
(vii)      Project Financings and Guarantees thereof in each case by the direct or indirect parent or parents of the applicable Project Financing Subsidiary;
(viii)      letters of credit in connection with environmental assurances and reclamation, provided that the aggregate face amount of all outstanding letters of credit issued pursuant to this paragraph (viii), when taken together with the aggregate amount of cash and other assets of FCX and the Subsidiaries securing, in accordance with Section 6.02(k), (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims (other than cash and other assets of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) securing any letter of credit as to which any Subsidiary (other than any Subsidiary that is a Borrower at such time or a Subsidiary Guarantor) is the account party), shall not at any time exceed (x) prior to March 31, 2017, $500,000,000, and (y) from and after March 31, 2017, $1,250,000,000;
(ix)      other Indebtedness (including, for the avoidance of doubt, letters of credit in connection with environmental assurances and reclamation) and Attributable Debt in respect of sale and leaseback transactions permitted pursuant to Section 6.04, provided that, at the time of incurrence of any such Indebtedness and Attributable Debt and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to this paragraph (ix), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt of FCX, any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor secured by a Lien pursuant to Section 6.02(l) and (iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(o) shall not exceed (x) at any time prior to March 31, 2018, $1,500,000,000, and (y) at any time on or after March 31, 2018, the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets as of such time ( provided , however , that the limitations set forth in clauses (A) and (B) shall not restrict the incurrence of any Indebtedness or Attributable Debt under this paragraph (ix) which (1) is incurred to refinance Indebtedness or Attributable


    
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Debt previously incurred pursuant to this paragraph (ix) and (2) does not increase the outstanding principal amount of such refinanced Indebtedness or Attributable Debt by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing);
(x)      Guarantees of FMOG Indenture Debt, Senior Notes or Other Senior Debt by any Subsidiary of FMOG to the extent required as a result of any Subsidiary of FMOG becoming a Subsidiary Guarantor;
(xi)      Indebtedness and Attributable Debt incurred in connection with the refinancing of any Indebtedness or Attributable Debt outstanding pursuant to Section 6.01(a)(ii), (v), (vi) or (vii), provided that such refinancing shall not increase the outstanding principal amount of the Indebtedness or Attributable Debt being refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;
(xii)      following the Collateral Implementation Date, or if FCX elects to (a) implement the Agreed Subsidiary Holding Company Structure with respect to FMC and (b) provide a guarantee of the Obligations by the immediate parent of New FMC Subsidiary, Indebtedness of FMC or any Subsidiary of FMC (other than New FMC Subsidiary, any Subsidiary of New FMC Subsidiary and the direct parent of New FMC Subsidiary); and
(xiii)      Indebtedness of PTFI under the Revolving Credit Agreement.
(xiv)      Guarantees by any Subsidiary Guarantor (including any Agreed Additional Guarantor) of the “Obligations” under the Revolving Credit Agreement.
(b)      Notwithstanding anything to the contrary set forth in Section 6.01(a) and 6.02, from the Restatement Effective Date until March 31, 2017, the aggregate amount of Specified Debt/Liens shall not at any time exceed $250,000,000.
SECTION 6.02.      Liens. Each Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a)      Permitted Encumbrances;
(b)      any Lien on any property or asset of FCX or any Subsidiary existing on the Original Closing Date and set forth in Schedule 6.02; provided that (i) any such Lien shall not apply to any other property or asset of FCX or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Original Closing Date;
(c)      Liens on fixed or capital assets acquired, constructed or improved by FCX or any Subsidiary; provided that (i) such Liens secure Indebtedness or


    
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Attributable Debt incurred by FCX or any Subsidiary to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and Indebtedness assumed in connection with the acquisition of any such assets and secured by a Lien on any such assets prior to the acquisition thereof, but excluding Project Financings; provided that any such Attributable Debt is incurred in accordance with Section 6.04, (ii) such Liens and the Indebtedness or Attributable Debt secured thereby are incurred by FCX or such Subsidiary no earlier than 180 days prior to, and no later than 180 days after, the completion of such acquisition, construction or improvement, (iii) the principal amount of the Indebtedness or Attributable Debt secured thereby does not exceed by more than a de minimis amount the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of FCX or any Subsidiary;
(d)      Liens securing any Project Financing or any Guarantee thereof by any direct or indirect parent of the applicable Project Financing Subsidiary; provided that such Liens do not apply to any property or assets of FCX or any of the Subsidiaries other than the assets of the applicable Project Financing Subsidiary and Equity Interests in the applicable Project Financing Subsidiary or any direct or indirect parent thereof that holds no significant assets other than direct or indirect ownership interests in such Project Financing Subsidiary or assets related to, or ownership interests in Subsidiaries that hold assets related to, the operations of such Project Financing Subsidiary;
(e)      required margin deposits on, and other Liens on assets (other than Equity Interests) of, FCX or any Subsidiary securing obligations under Hedging Agreements entered into in the ordinary course of business to hedge or protect against actual or reasonably anticipated risks to which FCX or any Subsidiary is exposed in the conduct and financing of its business, and not in any event for speculation;
(f)      Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time FCX or any Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into any Subsidiary); provided , however , that such Liens are not created, incurred or assumed in anticipation of or in connection with such other Person becoming a Subsidiary (or such acquisition of such property, other assets or stock); and provided , further , that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured the obligations to which such Liens relate;
(g)      Liens on assets or property of FCX or any Subsidiary securing Indebtedness or other obligations of FCX or such Subsidiary owing to any Borrower or any Subsidiary Guarantor;


    
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(h)      Liens securing any refinancing of Indebtedness or Attributable Debt that was previously so secured and permitted to be secured under this Agreement pursuant to Section 6.02(b), (c), (d) or (f); provided that (i) such Lien is limited to all or part of the same property or assets (plus improvements and accessions thereto) that secured the Indebtedness or Attributable Debt being refinanced at the time of such refinancing and (ii) such refinancing shall not increase the outstanding principal amount of the Indebtedness or Attributable Debt being refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;
(i)      Liens incurred in the ordinary course of business with respect to obligations (other than Indebtedness for borrowed money) which do not exceed $750,000,000 at any one time outstanding;
(j)      the RTZ Interests;
(k)      Liens on cash and other assets securing (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims, provided that the aggregate amount of cash and other assets of FCX, PTFI and the other Subsidiaries subject to Liens under this paragraph (k) (other than cash or other assets of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) securing letters of credit as to which any Subsidiary (other than any Subsidiary that is a Borrower at such time or a Subsidiary Guarantor) is the account party), when taken together with the aggregate face amount of all outstanding letters of credit issued pursuant to Section 6.01(a)(viii), shall not at any time exceed (x) prior to March 31, 2017, $500,000,000, and (y) from and after March 31, 2017, $1,250,000,000;
(l)      Liens not expressly permitted by clauses (a) through (k) securing Indebtedness and Attributable Debt, provided that, at the time of incurrence of any such Indebtedness or Attributable Debt (or, if such Indebtedness or Attributable Debt was previously outstanding but unsecured, at the time of incurrence of any such Lien) and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt secured by a Lien pursuant to this paragraph (l), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to Section 6.01(a)(ix) and (iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(o) shall not exceed (x) at any time prior to March 31, 2018, $1,500,000,000, and (y) at any time on or after March 31, 2018, the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets as of such time ( provided , however , that the limitations set forth in clauses (A) and (B) shall not restrict the incurrence of any Lien under this paragraph (l) to secure Indebtedness or Attributable Debt which (1) is incurred to refinance Indebtedness or Attributable Debt previously incurred pursuant to this paragraph (l) and (2) does not increase the outstanding principal amount of such refinanced Indebtedness or


    
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Attributable Debt by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing);
(m)      Liens on the receivables, metals and related assets subject to any Receivables Facility, Metalstream Transaction or other Indebtedness included in clause (j) of the definition of “Indebtedness”;
(n)      Liens on assets of any Subsidiary, other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor, securing Indebtedness and Attributable Debt permitted by Section 6.01(a) (including, for the avoidance of doubt, intercompany Indebtedness incurred under Section 6.01(a)(iv)); provided that if the Springing Collateral Date has occurred, such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral);
(o)      Liens incurred with respect to obligations (other than Indebtedness for borrowed money); provided that, at the time of incurrence of any such Lien and after giving effect thereto, the sum of (i) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to this paragraph (o), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt secured by a Lien pursuant to Section 6.02(l) and (iii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to Section 6.01(a)(ix) shall not exceed (x) at any time prior to March 31, 2018, $1,500,000,000, and (y) at any time on or after March 31, 2018, the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets as of such time;
(p)      Liens on Collateral to secure (i) the Obligations and (ii) the “Obligations” under the Revolving Credit Agreement on a pari passu basis;
(q)      Liens on Collateral to secure the FMC Notes on a pari passu basis as contemplated by the Agreed Collateral Package;
(r)      Liens on Collateral to secure Indebtedness incurred pursuant to lines of credit of Atlantic Copper, S.L.U. or Guarantees thereof; provided that such Liens shall be pari passu to Liens incurred pursuant to Section 6.02(p) above and shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent;
(s)      (i) Liens on cash collateral to secure letters of credit issued for the benefit of Atlantic Copper, S.L.U. not to exceed $75,000,000 in the aggregate or (ii) following the Collateral Implementation Date, Liens on Collateral to secure any Guarantee by FCX of letters of credit issued for the benefit of Atlantic Copper, S.L.U. not to exceed $75,000,000 in the aggregate; provided that such Liens under this clause (s)(ii) shall be pari passu to Liens incurred pursuant to Section 6.02(p) above and shall be subject to intercreditor arrangements


    
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reasonably satisfactory to the Administrative Agent; and
(t)      Liens on Collateral to secure Indebtedness incurred pursuant to lines of credit of FCX in an aggregate principal amount not to exceed $150,000,000 or Guarantees thereof; provided that such Liens shall be pari passu to Liens incurred pursuant to Section 6.02(p) above and shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent.
SECTION 6.03.      Fundamental Changes. (a) FCX will not, nor will it permit any Subsidiary to, effect any Proscribed Consolidation. “ Consolidation ” means the merger, consolidation, liquidation or dissolution of any Person with or into any other Person or the sale, transfer, lease or other disposition of all or substantially all the assets of any Person to another Person. “ Proscribed Consolidation ” means any Consolidation involving FCX in which FCX is not the surviving Person (the “ Successor Company ”) unless (i) the Successor Company will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company will expressly assume, by an agreement executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of FCX under the Loan Documents; and (ii) immediately after giving effect to such transaction, (y) no Event of Default shall have occurred and be continuing or would result therefrom and (z) the Borrowers would be in pro forma compliance with the Financial Covenants.
(b)      The Borrowers will not, and will not permit the Subsidiaries to, sell, transfer, lease or otherwise dispose of, in any transaction or series of related transactions, assets (including Equity Interests of Subsidiaries) constituting all or substantially all the assets of FCX and the Subsidiaries taken as a whole.
SECTION 6.04.      Sale and Leaseback Transactions. Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a “ Sale and Leaseback Transaction ”), except for (a) any such sale and leaseback of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 180 days after FCX or any Subsidiary acquires or completes the construction of such fixed or capital asset; (b) any such sale and leaseback of Project Financing Assets as part of a Project Financing, provided in each case that such sale and leaseback is solely for cash; and (c) any sale and leaseback of fixed or capital assets; provided that the aggregate amount of the Attributable Debt in respect of such sale and leaseback transactions under this clause (c) is permitted (i) in the case of FCX, any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor, to be secured by a Lien pursuant to Section 6.02(l) and (ii) in the case of any Subsidiary, other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor, to be incurred pursuant to Section 6.01(a)(ix).


    
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SECTION 6.05.      Fiscal Year. FCX will not change its fiscal year to end on any date other than December 31.
SECTION 6.06.      Total Leverage Ratio. The Borrowers will not permit the Total Leverage Ratio on the last day of any fiscal quarter (a) ending during the period from and including March 31, 2016 through and including September 30, 2016, to exceed 8.00 to 1.00, (b) ending on December 31, 2016, to exceed 6.00 to 1.00, (c) ending during the period from and including March 31, 2017 through and including December 31, 2017, to exceed 4.25 to 1.00 and (d) ending on or after March 31, 2018, to exceed 3.75 to 1.00.
SECTION 6.07.      Interest Expense Coverage Ratio. The Borrowers will not permit the ratio of (a) Consolidated EBITDAX to (b) Consolidated Cash Interest Expense, in each case for any period of four consecutive fiscal quarters, to be less than 2.25 to 1.00.
SECTION 6.08.      Preferred Equity Interests . Prior to the earlier of (a) the Collateral Implementation Date and (b) March 31, 2017, the Borrowers will not permit any Subsidiary to create, issue, incur or permit to exist any Preferred Equity Interest of any Subsidiary.
SECTION 6.09.      Restricted Payments . Prior to March 31, 2017, FCX will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, other than (a) Restricted Payments consisting of distributions or dividends in the form of additional common Equity Interests of FCX and stock splits; (b) issuances of common Equity Interests of FCX upon the exercise of options or warrants, including cashless exercises in respect thereof; (c) cash payments in lieu of fractional shares in connection with Restricted Payments permitted by clause (a) or (b) above; (d) cash payments in respect of taxes in connection with Restricted Payments permitted by clause (b) above and (e) payments of regularly scheduled dividends on any series of preferred stock issued by FCX so long as a portion of the Net Proceeds from the issuance of such preferred stock have been applied to prepay Loans in an aggregate principal amount not less than the lesser of (x) the aggregate principal amount of the Loans then outstanding and (y) the greater of (1) 25% of the Net Proceeds of such preferred stock and (2) an amount equal to the aggregate amount of regularly scheduled dividends on such preferred stock during the first three years after the issuance of such preferred stock.
SECTION 6.10.      Certain Transfers . Neither FCX nor any Subsidiary shall sell, transfer, lease or otherwise dispose of any asset that is Collateral (or that would constitute Collateral if the Collateral Implementation Date occurred) outside of the ordinary course of business to FCX or any other Subsidiary if such asset would no longer constitute Collateral (or would not be required to constitute Collateral if the Collateral Implementation Date occurred) or would no longer be subject to (or be required to be subject to) a perfected Lien to secure the Obligations with the same priority that exists (or would be required to exist if the Collateral Implementation Date occurred) prior to giving effect to any such sale, transfer, lease or other disposition; provided that FMOG, FOGI (or any successor to FMOG or FOGI) and any of their respective Subsidiaries may


    
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transfer assets to an FMOG Alternate Entity (as defined in Schedule 1.01D) or any Subsidiary thereof in connection with the consummation of a sale, transfer, lease or other disposition permitted hereunder of such assets, or of Equity Interests in any such FMOG Alternate Entity, in each case to a Person who is not an Affiliate of FCX.
ARTICLE VII

Events of Default
If any of the following events (“ Events of Default ”) shall occur:
(a)      either Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b)      either Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;
(c)      any representation or warranty made or deemed made by or on behalf of either Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(d)      either Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to the existence of either Borrower), 5.10(a) or in Article VI;
(e)      any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to FCX (which notice will be given at the request of any Lender);
(f)      (i) default shall be made with respect to any Material Indebtedness if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Material Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate, the stated maturity of such Material Indebtedness or, in the case of Hedging Agreements, require the payment of any net termination value in respect thereof or, in the case of Project Financings, permit foreclosure upon, or require FCX or any Subsidiary to repurchase the related Project Financing Assets; or (ii) any amount of principal or interest of any Material Indebtedness or any payment under a Hedging Agreement constituting Material


    
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Indebtedness, in each case regardless of amount, shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace specified in the instrument evidencing or governing such Material Indebtedness);
(g)      an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of either Borrower or any Significant Subsidiary (each, a “ Material Company ”) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Material Company or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(h)      any Material Company shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Material Company or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors;
(i)      any Material Company shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(j)      one or more judgments for the payment of money in an aggregate amount in excess of $175,000,000 shall be rendered against either Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of either Borrower or any Subsidiary to enforce any such judgment;
(k)      an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;
(l)      any Guarantee under any Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party in writing not to be, a valid and enforceable Guarantee;
(m)      any Governmental Authority shall condemn, seize, nationalize, assume the management of, or appropriate any material portion of the property,


    
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assets or revenues of either Borrower or any Subsidiary (either with or without payment of compensation);
(n)      any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Collateral Party not to be, a valid and perfected Lien on any material Collateral, with the priority required by the applicable Collateral Document, except as a result of (i) a sale or transfer of the applicable Collateral in a transaction permitted under the Loan Documents, (ii) the release thereof as provided in the applicable Collateral Document or (iii) the Collateral Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered to it under any Collateral Document; or
(o)      a Change in Control shall occur;
then, and (i) in every such event (other than an event with respect to either Borrower described in clause (g) or (h) of this Article), and at any time during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take any or all of the following actions, at the same or different times: (x) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (y) exercise any or all the remedies then available under the Loan Documents; and (ii) in case of any event with respect to either Borrower described in clause (g) or (h) of this Article, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower.
ARTICLE VIII

The Agents
Each of the Lenders hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s behalf.


    
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Neither Borrower nor any Subsidiary shall have rights as a third-party beneficiary of any such provisions.
Each of the Agents hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with either Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by FCX or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly


    
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refers to the matters described therein being acceptable or satisfactory to the Administrative Agent.
The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the


    
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retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, including in its capacity as the Collateral Agent, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent or the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.
Each Lender acknowledges that it has, independently and without reliance upon either Agent, any person listed on the cover page of this Agreement as an arranger, or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon either Agent, any person listed on the cover page of this Agreement as an arranger, or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Each Lender, by delivering its signature page to this Agreement on or prior to the Original Closing Date and funding its Loans on the Original Closing Date, or delivering its signature page to an Assignment and Assumption pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be


    
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delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Original Closing Date.
Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions.
The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c). Neither the Administrative Agent not the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Collateral Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Notwithstanding anything herein to the contrary, neither the Syndication Agent nor any Person named on the cover page of this Agreement as an arranger or a documentation agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender), but all such Persons shall have the benefit of the indemnities provided for hereunder.
The provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither Borrower nor any other Loan Party or Collateral Party shall have any rights as a third party beneficiary of any such provisions.
ARTICLE IX

Miscellaneous
SECTION 9.01.      Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


    
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(i)      if to either Borrower, to it at Freeport-McMoRan Inc., 333 N. Central Avenue, Phoenix, AZ 85004, Attention of Treasurer (Telecopy No. (602) 366-7321);
(ii)      if to the Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 Stanton Christiana Road, 3rd Floor, Newark, Delaware 19713-2107, Attention of Richard McCloskey (Telecopy No. (302) 634-1417), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179, Attention of Peter Predun (Telecopy No. (212) 270-5100); or
(iii)      if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.
(b)      Notices and other communications to the Lenders hereunder may be delivered pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communication pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
(c)      Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
SECTION 9.02.      Waivers; Amendments. (a) No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time.
(b)      Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by each of the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative


    
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Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) [reserved], (ii) reduce or forgive the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of the Lender holding such Loan or for whose account such principal, interest or fee is payable, (iii) postpone the maturity of any Loan, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, without the written consent of the Lender holding such Loan or for whose account such interest or fee is payable, (iv) change Section 2.16(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (vi) except as expressly provided for in the Loan Documents, release all or substantially all the Subsidiary Guarantors from their Guarantees, if any, under the Loan Documents or limit the liability of all or substantially all the Subsidiary Guarantors in respect of such Guarantees, without the written consent of each Lender or (vii) release all or substantially all the Collateral from the Liens of the Collateral Documents, without the written consent of each Lender (except as expressly provided in Section 9.15 or the applicable Collateral Document (including any such release by the Administrative Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Collateral Documents), it being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents), provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent without the prior written consent of such Agent.
(c)      Notwithstanding anything herein to the contrary, the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Collateral Party from any covenant of such Collateral Party set forth in any Collateral Document to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Agreed Collateral Actions”.
SECTION 9.03.      Expenses; Indemnity; Damage Waiver. (a) Each Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for each Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) and (ii) all reasonable out-of-pocket expenses incurred by any Agent or any Lender, including the fees, charges and disbursements of any counsel for any Agent or any Lender, in connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made


    
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hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.
(b)      Each Borrower agrees to indemnify each Agent, each Lender and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by either Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to either Borrower or any of its Subsidiaries, other than losses, claims, damages, liabilities and related costs and expenses arising from a release of Hazardous Materials or Environmental Liability (except releases of Hazardous Materials or Environmental Liabilities actually caused by either Borrower or any of its Subsidiaries or any of their respective tenants, contractors or agents) to the extent (and only to the extent) first occurring and first existing after title to the relevant real property or facility is vested in any Agent or Lender or other party after the completion of foreclosure proceedings or the granting of a deed-in-lieu of foreclosure or similar transfer of title, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.
(c)      To the extent that either Borrower fails to pay any amount required to be paid by it to any Agent under paragraph (a) or (b) of this Section (but without affecting such Borrower’s obligations thereunder), each Lender severally agrees to pay to the applicable Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent in its capacity as such. For purposes of the immediately preceding sentence, a Lender’s “pro rata share” shall be determined based upon its share of the outstanding Loans at the time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). If any action, suit or proceeding arising from any of the foregoing is brought against any Lender, any Agent or other Person indemnified or intended to be indemnified pursuant to this Section 9.03, FCX, to the extent and in the


    
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manner directed by such indemnified party, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by FCX (which counsel shall be satisfactory to such Lender, such Agent or other Person indemnified or intended to be indemnified). If FCX shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty on the part of FCX contained in this Agreement shall be breached, any Lender or any Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Lender or any Agent shall be repayable to it by FCX immediately upon such Person’s demand therefor.
(d)      To the extent permitted by applicable law, neither Borrower shall assert, and each hereby waives, any claim against any Indemnitee on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.
(e)      All amounts due under this Section shall be payable not later than 10 days after written demand therefor.
SECTION 9.04.      Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) a Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)      (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than any natural person) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) with the prior consent (such consent not to be unreasonably withheld or delayed) of the Administrative Agent, and, if the proposed assignee is a competitor, or an Affiliate of a competitor, of the Borrower or any of its Affiliates, the Borrowers.
(ii)      Assignments shall be subject to the following additional conditions:
(A)      except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire


    
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remaining amount of the assigning Lender’s Loans, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall (1) be an integral multiple of $1,000,000 and (2) not be less than $5,000,000 unless each of the Borrowers and the Administrative Agent otherwise consent; provided that no such consent of either Borrower shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing; and provided further that simultaneous assignments in respect of a Lender and its Approved Funds shall be aggregated for purposes of such requirement;
(B)      each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;
(C)      the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, payable by either the assignee or the assignor ( provided that only one such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds); and
(D)      the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any Tax forms required by Section 2.15(f).
For purposes of this Section 9.04(b), the terms “Approved Fund” and “CLO” have the following meanings:
Approved Fund ” means (a) a CLO and (b) with respect to any Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.
CLO ” means an entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.
(iii)      Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the


    
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assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.14, 2.15 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv)      The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Agent and (as to its own interest) any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v)      Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(c)      Any Lender may, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) such Lender will continue to give prompt attention to and process (including, if required, through discussions with Participants) requests for waivers or amendments hereunder. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that each Participant


    
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shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 (subject to the requirements and limitations therein, including the requirements under Section 2.15(f) (it being understood that the documentation required under Section 2.15(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.16 and 2.17 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.13 or 2.15, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(d)      Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
SECTION 9.05.      Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as


    
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long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans or the termination of this Agreement or any provision hereof.
SECTION 9.06.      Integration; Effectiveness. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in the Amendment and Restatement Agreement.
SECTION 9.07.      Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9.08.      Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, and each of its Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing (although such obligations may be unmatured) by such Lender or Affiliate to or for the credit or the account of either Borrower against any of and all the obligations then due of either Borrower now or hereafter existing under this Agreement. The applicable Lender shall notify the Borrowers and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender and Affiliates may have.
SECTION 9.09.      Governing Law; Jurisdiction; Consent to Service of Process; Sovereign Immunity. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b)      Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action


    
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or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against either Borrower or its properties in the courts of any jurisdiction.
(c)      Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d)      Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
SECTION 9.10.      WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11.      Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
SECTION 9.12.      Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, trustees, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by


    
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any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or prospective assignee of or Participant in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to either Borrower or any other Loan Party and its obligations, (g) with the consent of the Borrowers, (h) to any credit insurance provider relating to the Borrowers and their Obligations or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent or any Lender on a nonconfidential basis from a source other than either Borrower. For the purposes of this Section, “ Information ” means all information received from or on behalf of either Borrower relating to either Borrower or its business, other than any such information that is available to any Agent or any Lender on a nonconfidential basis prior to disclosure by either Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.13.      Patriot Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the Patriot Act, it may be required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with the Patriot Act. Each Borrower agrees to provide the Lenders, upon request, with all documentation and other information required from time to time to be obtained by the Lenders pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.
SECTION 9.14.      No Fiduciary Relationship. The Borrowers, on behalf of themselves and the Subsidiaries, agree that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrowers, the Subsidiaries and their Affiliates, on the one hand, and the Agents, the Lenders and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents, the Lenders or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.
SECTION 9.15.      Release of Liens and Guarantees. %3.A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or such greater number of Lenders as may be required under Section 9.02) shall have consented to such transaction and the terms of


    
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such consent did not provide otherwise. In connection with any release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release.
(b)      All security interests created by the Collateral Documents in Collateral owned by a Collateral Party (other than a Borrower) shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Collateral Party ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Collateral Party (other than to FCX or any other Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Collateral Agent shall execute and deliver to any Collateral Party, at such Collateral Party’s expense, all documents that such Collateral Party shall reasonably request to evidence such termination or release.
(c)      Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.
SECTION 9.16.      Non-Public Information. (a) Each Lender acknowledges that all information furnished to it pursuant to this Agreement from the Borrowers or on their behalf and relating to the Borrowers, the Subsidiaries or their respective businesses may include material non-public information concerning the Borrowers and the Subsidiaries or their securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with the procedures and applicable law, including Federal and state securities laws.
(b)      All such information, including requests for waivers and amendments, furnished by the Borrowers or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrowers and the Subsidiaries and their securities. Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.
SECTION 9.17.      Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising


    
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under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(i)      the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(ii)      the effects of any Bail-in Action on any such liability, including, if applicable:
(A)      a reduction in full or in part or cancellation of any such liability;
(B)      a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(C)      the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
The following terms shall for purposes of this Section have the meanings set forth below:
Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.
EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.


    
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EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
ARTICLE X

Co-Borrower Obligations
SECTION 10.01.      Joint and Several Liability. (a) In consideration of the making of the Loans hereunder, and of the benefits to each of the Borrowers that are anticipated to result therefrom, each of the Borrowers agrees that, notwithstanding any other provision contained herein or in any other Loan Document, it will be a co-borrower hereunder and shall be fully liable for all of the Obligations, both severally and jointly with the other Borrower, if any. Accordingly, each Borrower irrevocably agrees with each Lender and the Administrative Agent and their respective successors and assigns that such Borrower will make prompt payment in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the Obligations, strictly in accordance with the terms thereof. Each of the Borrowers hereby further agrees that if any Loan Party shall fail to pay in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) any of the Obligations, then the Borrowers will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
SECTION 10.02.      Obligations Unconditional. (a) The obligations of each of the Borrowers under Section 10.01 hereof are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of either Borrower under this Agreement or any other Loan Document, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section that the joint and several obligations of the Borrowers hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the


    
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foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the joint and several liability of either Borrower hereunder:
(i)      at any time or from time to time, without notice to either Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(ii)      any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; or
(iii)      the maturity of any of the Obligations shall be accelerated or delayed, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with.
(b)      Certain Waivers. Each of the Borrowers hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against either Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Obligations.
(c)      Reinstatement. The obligations of each of the Borrowers under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of either Borrower in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.
(d)      Remedies. Each of the Borrowers agrees that, as between the Borrowers, in their capacity as co-obligors with joint and several liability, and the Lenders, the obligations of either Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article VII hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VII) for purposes of Section 10.01 hereof notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such obligations from becoming automatically due and payable) as against either Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by such Borrower) shall forthwith become due and payable by the other Borrower, in its capacity as co-obligor, for purposes of such Section 10.01.
(e)      Continuing Obligation. Each of the agreements of the Borrowers in this Article X is a continuing agreement and undertaking, and shall apply to all Obligations whenever arising.


    
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(f)      Standstill. Upon payment by either of the Borrowers of any sums as provided under Section 10.01, all rights, if any, of such paying Borrower against the other Borrower arising as a result thereof by way of subrogation or otherwise shall in all respects be irrevocably waived prior to the indefeasible payment in full in cash of all of the Obligations.
(g)      Borrower Resignation . FMOG will cease to be a Borrower hereunder (and may thereafter be released from its obligations as a Borrower under this Agreement) (the “ Co-Borrower Resignation ”) at such time, if any, as (and only for such periods as) FMOG (i) no longer has any obligations in respect of (A) any FMOG Indenture Debt and any refinancing Indebtedness in respect thereof or (B) any bank credit facility or other capital market indebtedness, in each case in an amount in excess of $500,000,000 and (ii) no longer guarantees any obligations of FCX in respect of (and is no longer a co-borrower under) the Revolving Credit Agreement, the Senior Notes or any Other Senior Debt, provided that for all purposes hereunder and under the other Loan Documents such Co-Borrower Resignation shall only become effective on the date that each of the following conditions has been met (the “ Co-Borrower Resignation Date ”):
(i)      FCX shall have delivered to the Administrative Agent a written notice of such Co-Borrower Resignation at least 10 Business Days in advance of (but not more than 30 days in advance of) the Co-Borrower Resignation Date, specifying the intended Co-Borrower Resignation Date;
(ii)      at the time of and after giving effect to such Co-Borrower Resignation, the Borrowers shall be in pro forma compliance with Sections 6.01 and 6.02;
(iii)      at the time of and after giving effect to such Co-Borrower Resignation, (A) no Default or Event of Default shall have occurred and be continuing, and (B) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the intended Co-Borrower Resignation Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and
(iv)      FCX shall have delivered to the Administrative Agent a certificate of a Financial Officer of FCX, dated as of the Co-Borrower Resignation Date, certifying as to the matters specified in clauses (ii) and (iii) above and setting forth reasonably detailed calculations demonstrating compliance with clause (ii) above.
ARTICLE XI

Subsidiary Guarantors
SECTION 11.01.      Designation of Subsidiary Guarantors. FCX may designate any Subsidiary (other than any Subsidiary that, at the time, is already a


    
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Required Subsidiary Guarantor) as a Subsidiary Guarantor (a “ Guarantor Designation ”), provided that, for purposes of Sections 6.01 and 6.02, such Designation shall only become effective on the date that each of the following conditions has been met (the “ Guarantor Designation Date ”):
(a)      FCX shall have delivered to the Administrative Agent a written notice of such Guarantor Designation at least 10 Business Days in advance of (but not more than 30 days in advance of) the Guarantor Designation Date, specifying the Subsidiary subject to the Guarantor Designation;
(b)      at the time of and after giving effect to such Guarantor Designation on the Guarantor Designation Date, the Borrowers shall be in pro forma compliance with Sections 6.01 and 6.02;
(c)      such Subsidiary shall have executed and delivered to the Administrative Agent a Guarantee Agreement (or a supplement thereto), and such Guarantee Agreement shall be in full force and effect;
(d)      the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of its execution of and performance of its obligations under the applicable Guarantee Agreement, and any other legal matters relating to the Guarantor Designation and reasonably requested by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;
(e)      the Administrative Agent shall have received a favorable opinion (addressed to the Agents and the Lenders and dated the Guarantor Designation Date) from each of (i) New York counsel and (ii) if reasonably requested by the Administrative Agent (and in all cases where the applicable Subsidiary is organized under the laws of a jurisdiction outside of the United States of America), local counsel, and such opinions shall be reasonably satisfactory to the Administrative Agent and cover such matters relating to the Guarantor Designation as the Administrative Agent may reasonably request; and
(f)      FCX shall have delivered to the Administrative Agent a certificate of a Financial Officer of FCX, dated as of the Guarantor Designation Date, certifying as to the matters set forth in clauses (b) and (c) above and setting forth reasonably detailed calculations demonstrating compliance with clause (b) above.
SECTION 11.02.      Optional Guarantor Terminations. FCX may elect to terminate any Guarantee of the Obligations by any Subsidiary Guarantor (other than any Agreed Additional Guarantor) (a “ Guarantor Termination ”), provided that, (i) no such Guarantor Termination shall be given or take effect with respect to any Subsidiary that is at the time a Required Subsidiary Guarantor, and (ii) for all purposes hereunder and under the other Loan Documents, including under any Guarantee Agreement, such Guarantor


    
[[NYCORP:3581742v17:3140D: 02/25/2016--08:35 PM]]

96

Termination shall only become effective on the date that each of the following conditions has been met (the “ Guarantor Termination Date ”):
(a)      FCX shall have delivered to the Administrative Agent a written notice of such Guarantor Termination at least 10 Business Days in advance of (but not more than 30 days in advance of) the Guarantor Termination Date, specifying (i) the Subsidiary subject to such Guarantor Termination and (ii) the intended Guarantor Termination Date;
(b)      at the time of and after giving effect to such Guarantor Termination, the Borrowers shall be in pro forma compliance with Sections 6.01 and 6.02;
(c)      at the time of and after giving effect to such Guarantor Termination, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the intended Guarantor Termination Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and
(d)      FCX shall have delivered to the Administrative Agent a certificate of a Financial Officer of FCX, dated as of the Guarantor Termination Date, certifying as to the matters specified in clauses (b) and (c) above and setting forth reasonably detailed calculations demonstrating compliance with clause (b) above.
[ Remainder of Page Intentionally Left Blank ]



    
[[NYCORP:3581742v17:3140D: 02/25/2016--08:35 PM]]
Execution Version

AMENDMENT AND RESTATEMENT AGREEMENT dated as of February 26, 2016 (this “ Amendment ”), relating to the Revolving Credit Agreement dated as of February 14, 2013, as amended prior to the date hereof (the “ Existing Revolving Credit Agreement ”), among FREEPORT-MCMORAN INC. (f/k/a FREEPORT-MCMORAN COPPER & GOLD INC.) (“ FCX ”), PT FREEPORT INDONESIA (“ PTFI ”) and FREEPORT-MCMORAN OIL & GAS LLC (together with FCX and PTFI, the “ Borrowers ”), the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
WHEREAS, the Lenders have agreed to extend credit to the Borrowers under the Existing Revolving Credit Agreement on the terms and subject to the conditions set forth therein.
WHEREAS, the Borrowers have requested that the Existing Revolving Credit Agreement be amended and restated (a) to modify for a period of time the maximum Total Leverage Ratio applicable under Section 6.06 and to modify the minimum Interest Expense Coverage Ratio under Section 6.07, (b) to provide for certain changes to interest rate spreads and (c) to effect other modifications to the provisions of the Existing Revolving Credit Agreement, in each case as set forth herein.
WHEREAS, the Lenders party hereto, constituting the Required Lenders under the Existing Revolving Credit Agreement, and the Administrative Agent are willing so to amend and restate the Existing Revolving Credit Agreement on the terms and subject to the conditions hereof.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.      Defined Terms. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Revolving Credit Agreement or the Restated Revolving Credit Agreement (as defined below), as the context may require. The interpretive provisions specified in Section 1.03 of the Existing Revolving Credit Agreement also apply to this Amendment, mutatis mutandis .
SECTION 2.      Amendment and Restatement of the Existing Revolving Credit Agreement. Effective as of the Restatement Effective Date (as defined below), the Existing Revolving Credit Agreement is amended and restated in its entirety in the form of the Amended and Restated Revolving Credit Agreement set forth on Exhibit A hereto (the Existing Revolving Credit Agreement, as so amended and restated, being referred to as the “ Restated Revolving Credit Agreement ”).



2

SECTION 3.      Reduction of Commitments . The Borrowers agree that as of the Restatement Effective Date, the aggregate amount of the Lenders’ Revolving Commitments (as defined in the Existing Revolving Credit Agreement) will be reduced to $3,500,000,000 and that that each Lender’s Revolving Commitment will be reduced on a pro rata basis. The Borrowers and the Administrative Agent hereby agree to waive any notice required for such reduction pursuant to the Existing Revolving Credit Agreement, including Section 2.08 thereof.
SECTION 4.      Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrowers represents and warrants to the Administrative Agent and the Lenders that:
(a)      (x) the execution, delivery and performance by such Borrower of this Amendment and the performance by such Borrower of the Restated Revolving Credit Agreement are within such Borrower’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action and (y) this Amendment has been duly executed and delivered by such Borrower and, upon the Restatement Effective Date, the Restated Revolving Credit Agreement will constitute a legal, valid and binding obligation of such Borrower enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)      the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the Restatement Effective Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct on and as of such earlier date; and
(c)      no Default has occurred and is continuing on the Restatement Effective Date.
SECTION 5.      Effectiveness. (a) This Amendment shall become effective as of the first date (the “ Restatement Effective Date ”) on which each of the following conditions has been satisfied:
(i)      The Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by each Borrower and Lenders constituting the Required Lenders.
(ii)      The Administrative Agent shall have received such board resolutions, secretary’s certificates, officer’s certificates and other documents as the Administrative Agent may reasonably request relating to the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Loan Parties, the Loan Documents or this Amendment, all in form and substance reasonably satisfactory to the Administrative Agent.
(iii)      The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer of FCX, confirming


3

that the representations set forth in Section 4(b) and Section 4(c) hereof are true and correct as of the Restatement Effective Date.
(iv)      The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) Davis Polk & Wardwell LLP, New York counsel for the Borrowers and the Subsidiaries, and (ii) Jones Walker LLP, U.S. counsel for the Borrowers and the Subsidiaries, all in form and substance reasonably satisfactory to the Administrative Agent.
(v)      The Administrative Agent shall have received payment from the Borrowers in immediately available funds of an amendment fee for the account of each Lender that has executed and delivered a counterpart hereof prior to 5:00 p.m., New York City time, on February 25, 2016, in an amount equal to 0.20% of the amount (after giving effect to Section 3 of this Amendment) of such Lender’s Revolving Commitment (whether drawn or undrawn) on the Restatement Effective Date.
(vi)      The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the Chief Financial Officer of FCX as to the solvency of FCX and its Subsidiaries on a consolidated basis after giving effect to this Amendment, in form and substance reasonably satisfactory to the Administrative Agent.
(vii)      The Administrative Agent shall have received one or more Intercompany Subordination Agreements duly executed by FCX and the applicable Subsidiaries to the extent required by Section 6.01(a)(iv) of the Restated Revolving Credit Agreement.
(b)      The Administrative Agent shall notify the Borrowers and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective unless each of the conditions set forth or referred to in this Section 5 has been satisfied at or prior to 5:00 p.m., New York City time, on March 15, 2016 (it being understood that any such failure of this Amendment to become effective will not affect any rights or obligations of any Person under the Existing Revolving Credit Agreement).     
SECTION 6.      Expenses. The Borrowers agree to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, in each case to the extent provided in Section 9.03(a) of the Existing Revolving Credit Agreement.
SECTION 7.      Effect of Amendment. (a) Except as expressly set forth herein or in the Restated Revolving Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Swing Line Lender, the Issuing Banks or the Agents under the Existing Revolving Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements


4

contained in the Existing Revolving Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Existing Revolving Credit Agreement, the Restated Revolving Credit Agreement or any other Loan Document in similar or different circumstances.
(b)      On and after the Restatement Effective Date, each reference in the Restated Revolving Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Existing Revolving Credit Agreement in any other Loan Document shall be deemed a reference to the Restated Revolving Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Restated Revolving Credit Agreement and the other Loan Documents.
SECTION 8.      Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.      Counterparts; Integration; Effectiveness . This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Amendment.
SECTION 10.      Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
[ Remainder of page intentionally left blank. ]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.
FREEPORT-MCMORAN INC.,
By
 
/s/ Kathleen L. Quirk
 
Name: Kathleen L. Quirk
 
Title: Executive Vice President, Chief Financial Officer and Treasurer

PT FREEPORT INDONESIA,
By
 
/s/ Robert R. Boyce
 
Name: Robert R. Boyce
 
Title: Treasurer

FREEPORT-MCMORAN OIL & GAS LLC,
By
 
/s/ Kathleen L. Quirk
 
Name: Kathleen L. Quirk
 
Title: Executive Vice President

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent and Collateral Agent,
By
 
/s/ Peter Predun
 
Name: Peter Predun
 
Title: Executive Director

BANK OF AMERICA, N.A.,
By
 
/s/ James K. G. Campbell
 
Name: James K. G. Campbell
 
Title: Director



LENDER SIGNATURE PAGE TO THE
AMENDMENT AND RESTATEMENT AGREEMENT
RELATING TO THE REVOLVING CREDIT AGREEMENT
OF FREEPORT-MCMORAN INC.


 


Name of Lender:_ /s/ Lender Signatures on File with Administrative Agent ___________

For any Lender requiring a second signature line:

Name of Lender:_ /s/ Lender Signatures on File with Administrative Agent ___________






Exhibit A


REVOLVING CREDIT AGREEMENT
dated as of February 14, 2013,
as amended and restated as of February 26, 2016,
among
FREEPORT-MCMORAN INC.,
PT FREEPORT INDONESIA,
The Other Borrower Party Hereto,
The Lenders Party Hereto,
The Issuing Banks Party Hereto,
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, Collateral Agent and the Swingline Lender,
BANK OF AMERICA, N.A.,
as Syndication Agent,
and
BNP PARIBAS,
CITIBANK, N.A.,
HSBC BANK USA, NATIONAL ASSOCIATION,
MIZUHO CORPORATE BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
THE BANK OF NOVA SCOTIA
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Co-Documentation Agents,
_____________________________________________________________
JPMORGAN CHASE BANK, N.A.,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
BNP PARIBAS SECURITIES CORP.,
CITIGROUP GLOBAL MARKETS INC.,
HSBC SECURITIES (USA) INC.,
MIZUHO CORPORATE BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
THE BANK OF NOVA SCOTIA
and
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Joint Lead Arrangers and Joint Bookrunners,
_____________________________________________________________
AGRICULTURAL BANK OF CHINA, NEW YORK BRANCH,
BANK OF MONTREAL, CHICAGO BRANCH,
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY,
COMPASS BANK,
ROYAL BANK OF CANADA,
THE TORONTO-DOMINION BANK,
SANTANDER BANK, N.A.,
STANDARD CHARTERED BANK,
U.S. BANK NATIONAL ASSOCIATION
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Senior Managing Agents


        





TABLE OF CONTENTS
 
 
ARTICLE I
 
 
Definitions
 
 
SECTION 1.01. Defined Terms
1
SECTION 1.02. Classification of Loans and Borrowings
41
SECTION 1.03. Terms Generally
41
SECTION 1.04. Accounting Terms; GAAP
42
 
 
ARTICLE II
 
 
The Credits
 
 
SECTION 2.01. Commitments
42
SECTION 2.02. Loans and Borrowings
42
SECTION 2.03. Requests for Borrowings
43
SECTION 2.04. Funding of Borrowings
44
SECTION 2.05. Swingline Loans
44
SECTION 2.06. Letters of Credit
46
SECTION 2.07. Interest Elections
52
SECTION 2.08. Termination and Reduction of Commitments
53
SECTION 2.09. Repayment of Loans; Evidence of Debt
54
SECTION 2.10. Prepayment of Loans
55
SECTION 2.11. Fees
56
SECTION 2.12. Interest
58
SECTION 2.13. Alternate Rate of Interest
58
SECTION 2.14. Increased Costs
59
SECTION 2.15. Break Funding Payments
60
SECTION 2.16. Taxes
61
SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
66
SECTION 2.18. Mitigation Obligations; Replacement of Lenders
68
SECTION 2.19. Defaulting Lenders
69
SECTION 2.20. Incremental Revolving Commitments
71
 
 
ARTICLE III
 
 
Representations and Warranties
 
 
SECTION 3.01. Organization; Powers
73
SECTION 3.02. Authorization; Enforceability
73
SECTION 3.03. Governmental Approvals; No Conflicts
74
SECTION 3.04. Financial Condition; No Material Adverse Change
74
SECTION 3.05. Properties
74
SECTION 3.06. Litigation and Environmental Matters
75
SECTION 3.07. Compliance with Laws and Agreements
75
SECTION 3.08. Investment Company Status
75
SECTION 3.09. Taxes
75
SECTION 3.10. ERISA
76
SECTION 3.11. Disclosure
76
SECTION 3.12. Insurance
76
 
 




2

SECTION 3.13. Labor Matters
76
SECTION 3.14. Federal Reserve Regulations
77
SECTION 3.15. Pari Passu Status
77
SECTION 3.16. Status of PTFI for Tax Purposes
77
SECTION 3.17. Sanctions
77
SECTION 3.18. Solvency
77
 
 
ARTICLE IV
 
 
Conditions
 
 
SECTION 4.01. [RESERVED]
77
SECTION 4.02. [RESERVED]
77
SECTION 4.03. Each Credit Event
77
 
 
ARTICLE V
 
 
Affirmative Covenants
 
 
SECTION 5.01. Financial Statements and Other Information
78
SECTION 5.02. Notices of Material Events
80
SECTION 5.03. Existence; Conduct of Business
81
SECTION 5.04. Payment of Obligations
81
SECTION 5.05. Insurance
81
SECTION 5.06. Books and Records; Inspection and Audit Rights
82
SECTION 5.07. Compliance with Laws; Environmental Reports
82
SECTION 5.08. Use of Proceeds and Letters of Credit
83
SECTION 5.09. Source of Interest
84
SECTION 5.10. Indonesian Translation
84
SECTION 5.11. Guarantee Requirement
84
SECTION 5.12. Springing Collateral Date
84
SECTION 5.13. Further Assurances
85
 
 
ARTICLE VI
 
 
Negative Covenants
 
 
SECTION 6.01. Subsidiary Indebtedness
86
SECTION 6.02. Liens
88
SECTION 6.03. Fundamental Changes
92
SECTION 6.04. Sale and Leaseback Transactions
92
SECTION 6.05. Fiscal Year
93
SECTION 6.06. Total Leverage Ratio
93
SECTION 6.07. Interest Expense Coverage Ratio
93
SECTION 6.08. Anti-Corruption Laws and Sanctions – Use of Proceeds
93
SECTION 6.09. Preferred Equity Interests
93
SECTION 6.10. Restricted Payments
93
SECTION 6.11. Certain Transfers
94
 
 
 
 
 
 
 
 
 
 




3

ARTICLE VII
 
 
Events of Default
 
 
 
ARTICLE VIII
 
 
The Agents
 
 
ARTICLE IX
 
 
Miscellaneous
 
 
SECTION 9.01. Notices
101
SECTION 9.02. Waivers; Amendments
102
SECTION 9.03. Expenses; Indemnity; Damage Waiver
104
SECTION 9.04. Successors and Assigns
106
SECTION 9.05. Survival
109
SECTION 9.06. Integration; Effectiveness
110
SECTION 9.07. Severability
110
SECTION 9.08. Right of Setoff
110
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process; Sovereign Immunity
110
SECTION 9.10. WAIVER OF JURY TRIAL
111
SECTION 9.11. Headings
111
SECTION 9.12. Confidentiality
112
SECTION 9.13. Judgment Currency
112
SECTION 9.14. Patriot Act
113
SECTION 9.15. No Fiduciary Relationship
113
SECTION 9.16. Release of Liens and Guarantees; Rejurisdictioning of PTFI
113
SECTION 9.17. Non-Public Information
114
SECTION 9.18. Acknowledgement and Consent to Bail-In of EEA Financial Institutions
115
 
 
ARTICLE X
 
 
Co-Borrower Obligations
 
 
SECTION 10.01. Joint and Several Liability
116
SECTION 10.02. Obligations Unconditional
117
 
 
ARTICLE XI
 
 
Subsidiary Guarantors
 
 
SECTION 11.01. Designation of Subsidiary Guarantors
119
SECTION 11.02. Optional Guarantor Terminations
120




4

SCHEDULES:
 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule 1.01A
Disclosed Matters
 
 
 
 
Schedule 1.01B
Existing Letters of Credit
 
 
 
Schedule 1.01C
Agreed Additional Guarantors
 
 
 
Schedule 1.01D
Agreed Collateral Actions
 
 
 
Schedule 1.01E
Agreed Collateral Package
 
 
 
Schedule 1.01F
Agreed Subsidiary Holding Company Structure
 
Schedule 2.01
Commitments
 
 
 
 
Schedule 3.03
Governmental Approvals
 
 
 
Schedule 3.04(b)
Certain Developments
 
 
 
Schedule 3.12
Insurance
 
 
 
 
Schedule 5.12
Contractual Restrictions
 
 
 
Schedule 6.01
Existing Indebtedness
 
 
 
Schedule 6.02
Existing Liens
 
 
 
 
 
 
 
 
 
 
 
EXHIBITS:
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit A
Form of Assignment and Assumption
 
 
Exhibit B
Form of Guarantee Agreement
 
 
Exhibit C
Form of Issuing Bank Agreement
 
 
Exhibit D-1
[Reserved]
 
 
 
 
Exhibit D-2
[Reserved]
 
 
 
 
Exhibit D-3
[Reserved]
 
 
 
 
Exhibit E-1
Form of U.S. Tax Certificate for Foreign Lenders that are
 
not Partnerships for U.S. Federal Income Tax Purposes
Exhibit E-2
Form of U.S. Tax Certificate for Foreign Participants that are
 
not Partnerships for U.S. Federal Income Tax Purposes
Exhibit E-3
Form of U.S. Tax Certificate for Foreign Lenders that are
 
Partnerships for U.S. Federal Income Tax Purposes
 
Exhibit E-4
Form of U.S. Tax Certificate for Foreign Participants that are
 
Partnerships for U.S. Federal Income Tax Purposes
 
Exhibit F
Form of Intercompany Subordination Agreement
 








1


REVOLVING CREDIT AGREEMENT dated as of February 14, 2013, as amended and restated as of February 26, 2016 (this “ Agreement ”), among FREEPORT-MCMORAN INC., a Delaware corporation, PT FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia, the other Borrower, if any, party hereto, the Lenders party hereto, the Issuing Banks party hereto, JPMORGAN CHASE BANK, N.A. (“ JPMCB ”), as Administrative Agent and Collateral Agent, and BANK OF AMERICA, N.A., as Syndication Agent.
The Borrowers (such term and each other capitalized term used and not otherwise defined herein having the meaning assigned to it in Article I), the Lenders, the Issuing Banks and the Administrative Agent are party to the Existing Revolving Credit Agreement, and the Borrowers, the Administrative Agent, the Collateral Agent and Lenders constituting Required Lenders have agreed, upon satisfaction of the conditions set forth in the Amendment and Restatement Agreement, to amend and restate the Existing Revolving Credit Agreement in the form of this Agreement.
Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
2018 Revolving Commitment ” means a Revolving Commitment that became effective on the Original Closing Date having a Maturity Date of May 31, 2018 that was not extended pursuant to the First Amendment or Section 2.09(f).
2018 Revolving Lender ” means, at any time, a Revolving Lender that has a 2018 Revolving Commitment at such time.
2019 Revolving Commitment ” means a Revolving Commitment that, pursuant to the First Amendment or Section 2.09(f), has a Maturity Date of May 31, 2019.
2019 Revolving Lender ” means, at any time, a Revolving Lender that has a 2019 Revolving Commitment at such time.
ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the





2


next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

Administrative Agent ” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.
Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
Agents ” means, collectively, the Administrative Agent, the Collateral Agent and the Syndication Agent.
Agreed Additional Guarantors ” has the meaning assigned to such term on Schedule 1.01C hereto (as such Schedule may be amended, amended and restated, supplemented or otherwise modified by FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date).
Agreed Collateral Actions ” means actions related to the granting and perfection of Liens on the Agreed Collateral Package to secure the Obligations acceptable to FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date; provided that the Lenders party to the Amendment and Restatement Agreement and constituting the Required Lenders have acknowledged and agreed that the actions related to the granting and perfection of Liens on the Agreed Collateral Package to secure the Obligations described on Schedule 1.01D hereto are acceptable to, and approved by, the Required Lenders.
Agreed Collateral Package ” means a collateral package acceptable to FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date; provided that the Lenders party to the Amendment and Restatement Agreement and constituting the Required Lenders have acknowledged and agreed that the collateral package described on Schedule 1.01E hereto is acceptable to, and approved by, the Required Lenders.
Agreed Subsidiary Holding Company Structure ” means a subsidiary holding company structure in respect of FMC and PTFI acceptable to FCX and the Required Lenders in their sole discretion and approved by FCX and the Required Lenders on or prior to the Springing Collateral Date; provided that the Lenders party to the Amendment and Restatement Agreement and constituting the Required Lenders have acknowledged and agreed that the subsidiary holding company structure described on Schedule 1.01F hereto is acceptable to, and approved by, the Required Lenders.
Agreement ” has the meaning assigned to such term in the preamble hereto.




3


Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1% and (c) the Adjusted LIBO Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day) for a deposit in dollars with a maturity of one month plus 1%. For purposes of clause (c) above, the Adjusted LIBO Rate on any day shall be based on the rate per annum appearing on the Reuters “LIBOR01” screen displaying interest rates for dollar deposits in the London interbank market (or on any successor or substitute screen provided by Reuters, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such screen, as determined by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to such day for deposits in dollars with a maturity of one month. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively.
Amendment and Restatement Agreement ” means the Amendment and Restatement Agreement dated as of February 26, 2016, among FCX, PTFI, FMOG, the Lenders party thereto, the Issuing Banks party thereto, the Administrative Agent and the Collateral Agent.
Anti-Corruption Laws ” means the United States Foreign Corrupt Practices Act of 1977, as amended, and the United Kingdom Bribery Act of 2010, as amended or any other applicable anti-corruption law.
Applicable Percentage ” means, at any time with respect to any Revolving Lender, the percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if any Defaulting Lender exists at such time, the Applicable Percentages shall be calculated disregarding such Defaulting Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Revolving Commitments most-recently in effect, giving effect to any assignments of Revolving Loans, LC Exposures and Swingline Exposures that occur after such termination or expiration and to any Lender’s status as a Defaulting Lender at the time of determination.
Applicable Rate ” means, for any day, the applicable rate per annum set forth below under the caption “ABR Spread”, “Eurodollar Spread”, “Commitment Fee”, “Financial LC Participation Fee” or “Performance LC Participation Fee”, as the case may be, based upon (x) the Credit Ratings by Moody’s and S&P applicable on such day and (y) the Total Leverage Ratio as of the end of the fiscal quarter of FCX for which consolidated financial statements have been most recently delivered pursuant to Section 5.01(a) or 5.01(b):




4



 
LEVEL
Total Leverage Ratio
1. BBB+ / Baa1 or higher
2. BBB / Baa2
 
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Commitment Fee  (bps per annum)
Financial LC
Participation Fee
(bps per annum)
Performance LC
Participation Fee
(bps per annum)
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Commitment Fee  (bps per annum)
Financial LC
Participation Fee
(bps per annum)
Performance LC
Participation Fee
(bps per annum)
≤4.00
125.0
25.0
15.0
125.0
62.5
150.0
50.0
20.0
150.0
75.0
>4.00 and ≤4.50
150.0
50.0
15.0
150.0
75.0
175.0
75.0
20.0
175.0
87.5
>4.50 and ≤6.00
175.0
75.0
15.0
175.0
87.5
200.0
100.0
20.0
200.0
100.0
>6.00 and ≤7.00
225.0
125.0
15.0
225.0
112.5
250.0
150.0
20.0
250.0
125.0
>7.00
275.0
175.0
15.0
275.0
137.5
300.0
200.0
20.0
300.0
150.0
Total Leverage Ratio
3. BBB- / Baa3
4. BB+ / Ba1
 
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Commitment Fee  (bps per annum)
Financial LC
Participation Fee
(bps per annum)
Performance LC
Participation Fee
(bps per annum)
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Commitment Fee  (bps per annum)
Financial LC
Participation Fee
(bps per annum)
Performance LC
Participation Fee
(bps per annum)
≤4.00
175.0
75.0
25.0
175.0
87.5
200.0
100.0
35.0
200.0
100.0
>4.00 and ≤4.50
200.0
100.0
25.0
200.0
100.0
225.0
125.0
35.0
225.0
112.5
>4.50 and ≤6.00
225.0
125.0
25.0
225.0
112.5
250.0
150.0
35.0
250.0
125.0
>6.00 and ≤7.00
275.0
175.0
25.0
275.0
137.5
300.0
200.0
35.0
300.0
150.0
>7.00
325.0
225.0
25.0
325.0
162.5
350.0
250.0
35.0
350.0
175.0
 
 
 
 
 
 
 
 
 
 
 



5


Total Leverage Ratio
5. BB / Ba2 or lower
 
 
 
 
 
 
Eurodollar   Spread  
(bps per annum)
ABR Spread
(bps per annum)
Commitment Fee  (bps per annum)
Financial LC
Participation Fee
(bps per annum)
Performance LC
Participation Fee
(bps per annum)
 
 
 
 
 
≤4.00
225.0
125.0
45.0
225.0
112.5
 
 
 
 
 
>4.00 and ≤4.50
250.0
150.0
45.0
250.0
125.0
 
 
 
 
 
>4.50 and ≤6.00
275.0
175.0
45.0
275.0
137.5
 
 
 
 
 
>6.00 and ≤7.00
325.0
225.0
45.0
325.0
162.5
 
 
 
 
 
>7.00
375.0
275.0
45.0
375.0
187.5
 
 
 
 
 

For purposes of the foregoing, (a) if either Moody’s or S&P shall not have in effect a Credit Rating (other than by reason of the circumstances referred to in the last sentence of this definition), then FCX and the Lenders shall negotiate in good faith to agree upon another rating agency to be substituted by an amendment to this Agreement for the rating agency which shall not have a Credit Rating in effect, and pending the effectiveness of such amendment, the Applicable Rate shall be determined by reference to the available Credit Rating; (b) if the Credit Ratings established or deemed to have been established by Moody’s and S&P shall fall within different Levels, the Applicable Rate shall be based on the higher of the two Credit Ratings unless one of the two Credit Ratings is two or more Levels lower than the other, in which case the Applicable Rate shall be determined by reference to the Level next below that of the higher of the two Credit Ratings; and (c) if the Credit Rating established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate based on the Credit Ratings shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, FCX and the Lenders shall negotiate in good faith to amend the definition of “Applicable Rate” to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the Credit Rating most recently in effect prior to such change or cessation.
Each change in the Applicable Rate resulting from a change in the Total Leverage Ratio shall be effective during the period commencing on and including the date of



6


delivery to the Administrative Agent pursuant to Section 5.01(a) or 5.01(b) of the consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Total Leverage Ratio shall be deemed to exceed 7.00 to 1.00 at the option of the Administrative Agent or at the request of the Required Lenders if FCX fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or 5.01(b) or the certificate of a Financial Officer required pursuant to Section 5.01(c) during the period from the expiration of the time for delivery thereof until such consolidated financial statements and such certificate are delivered.
Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A attached hereto or any other form approved by the Administrative Agent.
Attributable Debt ” means, on any date, in respect of any lease of FCX or any Subsidiary entered into as part of a Project Financing or a sale and leaseback transaction subject to Section 6.04, (a) if such lease is a Capital Lease Obligation, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP and (b) if such lease is not a Capital Lease Obligation, the capitalized amount of the remaining lease payments under such lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease Obligation.
Attributable Debt Payments ” means, for FCX and the Subsidiaries for any period, all payments made during such period in respect of Attributable Debt.
Available Domestic Cash ” means, as of any date, the aggregate amount of cash and Permitted Investments held on such date by FCX or any Subsidiary that is incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia or any Subsidiary Guarantor, other than cash and Permitted Investments (a) held in accounts outside the United States of America or (b) subject to any Lien securing Indebtedness or other obligations (other than (i) a Lien granted pursuant to the Collateral Documents as security for the Obligations, the “Obligations” under the Term Loan Agreement and, if applicable, the FMC Notes and (ii) a Lien permitted under Section 6.02(r), 6.02(s)(ii) or 6.02(t)).
Bankruptcy Event ” means, with respect to any Person, that such Person has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority; provided , however , that such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts




7


within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any agreements made by such Person.
Board ” means the Board of Governors of the Federal Reserve System of the United States of America.
Borrower ” means each of FCX, PTFI and, from and after the Original Closing Date, FMOG (collectively, the “ Borrowers ”).
Borrowing ” means (a) Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect, or (b) a Swingline Loan.
Borrowing Request ” means a request by a Borrower for a Borrowing in accordance with Section 2.03.
Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.
“CFC” means (a) each Person that is a “controlled foreign corporation” for purposes of the Code and (b) each subsidiary of any such controlled foreign corporation.
Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the Original Closing Date) of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in FCX; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of FCX by Persons who were not (i) members of the board of directors of FCX on the Original Closing Date, (ii) appointed as, or nominated for election as, directors by a majority of directors referred to in clause (i) above or (iii) approved by the board of directors of FCX as director candidates prior to their election to such board of directors; (c) the occurrence of any “Change of Control” or “Change in Control” as defined in any indenture or other governing agreement relating to any Material Indebtedness of FCX; (d) following the Springing Collateral Date, FCX ceasing to own, directly or indirectly, 100% of the Equity Interests of FMC (less any amount of Qualified FMC Equity Interests); (e) following the Collateral Implementation Date, FCX ceasing to own, directly or indirectly, 100% of the Equity Interests of New PTFI Holdco (less any amount of Qualified PTFI Equity Interests); or (f) following the Collateral Implementation Date, New PTFI Holdco ceasing to directly own 100% of the



8


Equity Interests of PTFI that are held, directly or indirectly, by FCX or any Subsidiary immediately prior to the Collateral Implementation Date (other than any Equity Interests held by PTII and any Equity Interests then held or thereafter transferred or issued to the Government of the Republic of Indonesia or any other third party).
Change in Law ” means the occurrence, after the Original Closing Date (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or Issuing Bank with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Original Closing Date; provided however , that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law, regardless of the date enacted, adopted, issued or implemented.
Co-Borrower Resignation ” has the meaning assigned to such term in Section 10.02(g).
Co-Borrower Resignation Date ” has the meaning assigned to such term in Section 10.02(g).
Code ” means the United States Internal Revenue Code of 1986, as amended.
Collateral ” means any and all assets, whether real or personal, tangible or intangible, on which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations, the “Obligations” under the Term Loan Agreement and, if applicable, the FMC Notes; provided that the Collateral shall not include any Excluded Assets.
Collateral Agent ” means JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Lenders hereunder.
Collateral Documents ” means each security agreement, control agreement, mortgage or other instrument or document required to be delivered pursuant to the Agreed Collateral Actions or otherwise hereunder to secure the Obligations, the “Obligations” under the Term Loan Agreement and, if applicable, the FMC Notes.






9


Collateral Implementation Date ” means the date, if any, that is 30 days (or, in the case of any Mortgage, 90 days) after the Springing Collateral Date (unless such date is extended, with respect to any Collateral or any Mortgage, in the reasonable discretion of the Administrative Agent).
Collateral Parties ” means, collectively, FCX and each Subsidiary of FCX that is a Subsidiary Guarantor or that has pledged or made subject to a Lien (or is required to pledge or make subject to a Lien) any of its assets as Collateral pursuant to the Agreed Collateral Actions.
Commitment ” means a Revolving Commitment or Swingline Commitment or any combination thereof (as the context requires).
Confidential Information Materials ” means the confidential information materials dated February 2016 relating to the Borrowers and the amendment and restatement of the Existing Credit Agreement pursuant to the Amendment and Restatement Agreement..
Consolidated Cash Interest Expense ” means, for any period, the excess of (a) the sum, without duplication, of (i) the interest expense (including imputed interest expense in respect of Capital Lease Obligations, but excluding, to the extent included as interest expense under GAAP, (A) accretion of the fair values of environmental remediation obligations that were previously determined on a discounted basis under the “acquisition method” of accounting and (B) accrual of amounts which have been reserved to fund future or contingent tax liabilities) of FCX and its consolidated Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, (ii) any interest or other financing costs becoming payable during such period in respect of Indebtedness of FCX or its consolidated Subsidiaries to the extent such interest or other financing costs shall have been capitalized rather than included in consolidated interest expense for such period in accordance with GAAP and (iii) any cash payments made during such period in respect of obligations referred to in clause (b)(ii) below that were amortized or accrued in a previous period, minus (b) to the extent included in such consolidated interest expense for such period, the sum of (i) noncash amounts attributable to amortization or write-off of capitalized interest or other financing costs paid in a previous period, (ii) noncash amounts attributable to amortization of fair value adjustments of Indebtedness recorded under the “acquisition method” of accounting and (iii) noncash amounts attributable to amortization of debt discounts or accrued interest payable in kind for such period; provided that for the purposes of calculating Consolidated Cash Interest Expense for any Reference Period, if during such Reference Period (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) FCX or any Subsidiary shall have made a Material Disposition or Material Acquisition, Consolidated Cash Interest Expense for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition (and any incurrence or repayment of Indebtedness in connection therewith) occurred on the first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters for






10


which the relevant financial information is available and the interest rate with respect to any Indebtedness that bears a floating rate of interest and that is being given pro forma effect being calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term of at least twelve months)).
Consolidated EBITDAX ” means, for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense and Attributable Debt Payments for such period, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation, depletion and amortization for such period, (iv) oil and gas exploration costs for such period, (v) any extraordinary charges or significant nonrecurring non‑cash charges or non-cash charges resulting from requirements to mark-to-market derivative obligations (including commodity-linked securities) for such period ( provided that any cash payment made with respect to any such non-cash charge shall be subtracted in computing Consolidated EBITDAX for the period in which such cash payment is made), (vi) any impairment charges or asset write offs or amortization related to intangible assets and long-lived assets pursuant to GAAP (including pursuant to FASB ASC Topics 350, 360 or 805 and Rule 4-10(c)(3) of Regulation S-X under the Securities Act), (vii) restructuring charges and reserves, (viii) fees and expenses in respect of consummated or proposed acquisitions, dispositions or financings, (ix) any acquisition accounting adjustments and any step-ups with respect to re-valuing assets and liabilities in connection with any acquisition or investment consummated after the Original Closing Date (including any increase in amortization, depletion or depreciation, increase in cost of goods sold attributable to metal inventories or any one-time non-cash charges), (x) other non-cash charges, including non-cash charges attributable to stock options and other stock-based compensation, (xi) any costs or expenses incurred by FCX or a Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of FCX or net cash proceeds from the issuance of Equity Interests of FCX, (xii) charges attributable to liability or casualty events or business interruption, to the extent covered (or reasonably expected to be covered) by insurance and (xiii) payments made in respect of obligations of the types included in clause (j) of the definition of Indebtedness; minus (b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of (i) the amount of deferred revenues that are amortized during such period and are attributable to reserves that are subject to Volumetric Production Payments, (ii) amounts recorded in accordance with GAAP as repayments of principal and interest pursuant to Dollar-Denominated Production Payments and (iii) any extraordinary gains or non-cash gains for such period; and plus or minus , as applicable , (c) without duplication and to the extent deducted or included, as the case may be, in determining such Consolidated Net Income (i) any effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by FCX, (ii) any net gains or losses from early extinguishment of Indebtedness or hedging obligations or other derivative instruments, including any write-off of deferred





11


financing costs, (iii) any net non-cash gain or loss resulting from currency translation gains or losses related to currency re-measurements of Indebtedness, (iv) the cumulative effect of a change in accounting principles and (v) any net income or loss from discontinued operations and any net gain or loss on disposal of discontinued operations, all determined on a consolidated basis in accordance with GAAP.
For the purposes of calculating Consolidated EBITDAX for any period of four consecutive fiscal quarters (each, a “ Reference Period ”), if during such Reference Period (or, in the case of pro forma calculations, during the period from the last day of such Reference Period to and including the date as of which such calculation is made) FCX or any Subsidiary shall have made a Material Disposition or Material Acquisition, Consolidated EBITDAX for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition (and any incurrence or repayment of Indebtedness in connection therewith) occurred on the first day of such Reference Period (with the Reference Period for the purposes of pro forma calculations being the most recent period of four consecutive fiscal quarters for which the relevant financial information is available), which may, in the case of a Material Acquisition, reflect pro forma adjustments for cost savings that are reasonably expected to be realized within 365 days following such Material Acquisition, to the extent that such cost savings would be permitted to be reflected in pro forma financial statements prepared in accordance with Article 11 of Regulation S-X under the Securities Act. As used in this definition, “ Material Acquisition ” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes common stock of any Person and (b) involves consideration in excess of $200,000,000; and “ Material Disposition ” means any sale, transfer or other disposition of property or series of related sales, transfers or other dispositions of property that (i)  involves assets comprising all or substantially all of an operating unit of a business or involves common stock of any Person owned by FCX and the Subsidiaries and (ii) yields gross proceeds to FCX or any Subsidiary in excess of $200,000,000.
Consolidated Net Income ” means, for any period, the net income or loss of FCX and the Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded the income or loss of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with FCX or any Subsidiary or the date that such Person’s assets are acquired by FCX or any Subsidiary. Notwithstanding anything to the contrary contained herein, Consolidated Net Income shall be (a) computed without deduction for non-controlling interests and (b) subject to the final paragraph of the definition of “Consolidated EBITDAX”.
Consolidated Total Assets ” means, at any time, the total assets of FCX and the Subsidiaries, as set forth in the most recent consolidated balance sheet of FCX and the Subsidiaries delivered pursuant to Section 5.01 hereto or Section 5.01 of the Existing Revolving Credit Agreement on or prior to such date of determination, determined on a consolidated basis in accordance with GAAP.
Consolidation ” has the meaning assigned to such term in Section 6.03(a).





12


Contract of Work ” means the Contract of Work made December 30, 1991, between the Ministry of Mines of the Government of the Republic of Indonesia, acting for and on behalf of the Government of the Republic of Indonesia, and PTFI, together with any amendments and extensions thereto and any related implementation agreement or Memorandum of Understanding with such Ministry of Mines acting on behalf of the Government of the Republic of Indonesia, after giving effect to the PT‑Rio Tinto Indonesia COW Assignment.
Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
Credit Party ” means the Administrative Agent, each Issuing Bank, the Swingline Lender and each other Lender.
Credit Rating ” means a rating assigned by S&P or Moody’s, or another rating agency to be substituted by an amendment to this Agreement, to the Index Debt.
Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
Defaulting Lende r” means any Revolving Lender that (a) has failed, within two Business Days of the date required to be funded or paid, (i) to fund any portion of its Loans, (ii) to fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) to pay to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified in such writing, including, if applicable, by reference to a specific Default) has not been satisfied, (b) has notified the Borrowers or any Credit Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good-faith determination that a condition precedent (specifically identified in such writing, including, if applicable, by reference to a specific Default) to funding a Loan cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party made in good faith to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event or (e) has, or has a direct or indirect parent company that has, become the subject of a Bail-In Action.






13


Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 1.01A.
Disposition ” means any sale, transfer, lease or other disposition (including pursuant to a Sale and Leaseback Transaction and by way of merger or consolidation) of any assets of FCX or any Subsidiary, including any sale or issuance (other than to a Borrower or a Subsidiary) of any Equity Interests in any Subsidiary and including forward sales, streaming and similar transactions, in each case for consideration consisting in whole or part of cash proceeds, other than (i) dispositions in the ordinary course of business of (x) inventory (excluding, for the avoidance of doubt, forward sales and streaming or similar transactions), (y) used or surplus equipment or (z) cash equivalents, (ii) dispositions in the ordinary course of business of accounts receivable, (iii) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any assets, (iv) forward sales, streaming and similar transactions for cumulative aggregate Net Proceeds not in excess of $250,000,000, (v) sales or issuances of Qualified PTFI Equity Interests, (vi) sales, transfers, leases or other dispositions of assets by Sociedad Minera Cerro Verde or any other Subsidiary of FCX, to the extent that the proceeds thereof are not distributed to FCX and (vii) other sales and dispositions resulting in aggregate Net Proceeds not exceeding $100,000,000 in the case of any single transaction or series of related transactions or $250,000,000 in the aggregate for all such transactions.
Disqualified Stock ” means, with respect to any Person, any Equity Interests of such Person that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is redeemable or exchangeable either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Stock and cash in lieu of fractional shares of Qualified Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale to the extent the terms of such Equity Interests provide that such Equity Interests shall not be required to be repurchased or redeemed until the repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments have occurred or such repurchase or redemption is otherwise permitted by this Agreement (including as a result of a waiver hereunder)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Stock and cash in lieu of fractional shares of Qualified Stock), in whole or in part, or (c) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is 91 days after the Maturity Date; provided , however , that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided further , however , that if any Equity Interests are issued to any employee, or to any plan for the benefit of employees, of FCX or its Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required to be repurchased by FCX or a Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.





14


Dollar-Denominated Production Payments ” means production payment obligations recorded as liabilities in accordance with GAAP, together with all undertakings and obligations in connection therewith.
dollars ” or “ $ ” refers to lawful money of the United States of America.
Domestic Subsidiary ” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia that is not a CFC.
Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, or to the management, release or threatened release of or exposure to any Hazardous Materials.
Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation or reclamation, fines, penalties or indemnities), of FCX or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.
ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code.
ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30‑day notice period is waived); (b) the failure by any Plan to meet the minimum funding standards (as defined in Section 412 of the Code or Section 302 of ERISA applicable to such Plan, in each instance), whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an




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intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.
Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.
Event of Default ” has the meaning assigned to such term in Article VII.
Exchange Act ” means the United States Securities Exchange Act of 1934.
“Excluded Assets” has the meaning assigned to such term in Schedule 1.01E hereto.
Excluded Taxes ” means any of the following Taxes imposed on or with respect to the Administrative Agent, any Lender or any Issuing Bank or required to be withheld or deducted from any payment to the Administrative Agent, any Lender or any Issuing Bank under any Loan Document: (a) income or franchise Taxes imposed on (or measured by) the net income of such Lender, such Issuing Bank or the Administrative Agent by the United States of America or by the jurisdiction under the laws of which such Lender, such Issuing Bank or the Administrative Agent is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Taxes imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by FCX under Section 2.18(b)), (i) any U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Foreign Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, immediately before designation of a new lending office (or assignment), to receive additional amounts from any Loan Party with respect to any such Taxes pursuant to Section 2.16 and (ii) Taxes attributable to such Foreign Lender’s failure to comply with Section 2.16(f), (d) in the case of a Non-Indonesian Lender (other than an assignee pursuant to a request by FCX under Section 2.18(b)), any Indonesian Taxes that are both (i) withholding Taxes with respect to payments of interest on such Non-Indonesian Lender’s Loans and (ii) attributable to such Non-Indonesian Lender’s failure to comply with Section 2.16(o) and (e) any U.S. Federal withholding Taxes imposed under FATCA. Notwithstanding the foregoing, a Tax shall not be an Excluded Tax if it arises because of a violation of either Section 3.16 or Section 5.09.





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Existing Letters of Credit ” means the existing letters of credit listed on Schedule 1.01B. FCX shall be deemed to have requested the issuance of each Existing Letter of Credit for purposes hereof.
Existing Revolving Credit Agreement ” means the Credit Agreement dated as of February 14, 2013 (as amended prior to the date hereof), among FCX, PTFI, the Lenders party thereto, the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Bank of America, N.A., as Syndication Agent.
Existing Guarantors ” means the Subsidiaries of FCX that have, prior to the Restatement Effective Date, Guaranteed the Obligations pursuant to a Guarantee Agreement, excluding, for the avoidance of doubt, each Agreed Additional Guarantor.
External Environmental Report ” has the meaning assigned to such term in Section 5.07(c).
FATCA ” means Sections 1471 through 1474 of the Code, as of the Original Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code.
FCX ” means Freeport-McMoRan Inc., a Delaware corporation, and following any merger or consolidation permitted under Section 6.03 to which FCX is a party and is not the surviving Person, such surviving Person.
Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
Financial Covenants ” means the covenants set forth in Sections 6.06 and 6.07.
Financial Letter of Credit ” means any Letter of Credit other than a Performance Letter of Credit.
Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the designated Person.
First Amendment ” means the First Amendment, dated as of May 30, 2014, to the Existing Revolving Credit Agreement.
FMC ” means Freeport Minerals Corporation, a Delaware corporation.



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FMC Notes ” means the notes issued under the Indenture dated as of September 22, 1997, among Phelps Dodge Corporation and Chase Manhattan Bank, as trustee, and outstanding as of the Restatement Effective Date.
FMOG ” means Freeport McMoRan Oil & Gas LLC, a Delaware limited liability company.
FMOG Indenture Debt ” means Indebtedness under (a) the 6⅛% Senior Notes due 2019, (b) the 6½% Senior Notes due 2020, (c) the 6⅝% Senior Notes due 2021, (d) the 6¾% Senior Notes due 2022 and (e) the 6⅞% Senior Notes due 2023, in each case issued by FMOG (as successor to Plains Exploration & Production Company (“ PXP ”)) pursuant to the indenture dated as of March 13, 2007, as amended or supplemented, among PXP, as issuer, the guarantors party thereto and Wells Fargo Bank, N.A. as trustee.
FOGI ” means FCX Oil and Gas Inc., a Delaware corporation.
Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. If a Borrower is located in more than one jurisdiction, a Lender’s status as a Foreign Lender shall be tested separately with respect to each jurisdiction.
Foreign Subsidiary ” means any Subsidiary that is not a Domestic Subsidiary.
Funded Debt ” of any Person means Indebtedness of such Person of the types referred to in clauses (a), (b), (c), (d), (e), (h), (j) and (k) of definition thereof and all Indebtedness of the types referred to in clauses (f), (g) and (i) of such definition relating to Indebtedness of others of the types referred to in such clauses (a), (b), (c), (d), (e), (h), (j) and (k).
GAAP ” means generally accepted accounting principles in the United States of America.
Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of





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the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof in each case for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.
Guarantee Agreement ” means a Guarantee Agreement substantially in the form of Exhibit B hereto or, if reasonably requested by the Administrative Agent, a guarantee agreement governed by the laws of the jurisdiction of the Subsidiary Guarantor and otherwise reasonably satisfactory to the Administrative Agent in form and substance.
Guarantee Requirement ” means at any time that (a) each Required Subsidiary Guarantor shall have executed and delivered to the Administrative Agent a counterpart of the Guarantee Agreement (or a supplement thereto) and (b) the Administrative Agent shall have received documents and opinions equivalent to those delivered under Section 4.02(a) and (b) of the Existing Revolving Credit Agreement with respect to each such Required Subsidiary Guarantor.
Guarantor Designation ” has the meaning assigned to such term in Section 11.01.
Guarantor Designation Date ” has the meaning assigned to such term in Section 11.01.
Guarantor Termination ” has the meaning assigned to such term in Section 11.02.
Guarantor Termination Date ” has the meaning assigned to such term in Section 11.02.
Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum, petroleum distillates or petroleum by-products, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other hazardous or toxic substances or wastes of any nature, including mine-tailings, regulated pursuant to any Environmental Law.
Hedging Agreement ” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.







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Hydrocarbon Interests ” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.
Hydrocarbons ” means oil, natural gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or processed therefrom.
Impacted Interest Period ” has the meaning set forth in the definition of “LIBO Rate”.
Incremental Facility Agreement ” means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrowers, the Administrative Agent and one or more Incremental Revolving Lenders, establishing Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.20.
Incremental Revolving Commitment ” means, with respect to any Lender, the commitment, if any, of such Lender, established pursuant to an Incremental Facility Agreement and Section 2.20, to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure under such Incremental Facility Agreement.
Incremental Revolving Commitment Period ” means the period after March 31, 2017 to but excluding the earlier of the Maturity Date for the 2019 Revolving Commitments and the date of termination of all the Revolving Commitments.
Incremental Revolving Lender ” means a Lender with an Incremental Revolving Commitment.
Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all Disqualified Stock of such Person, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable and other accrued expenses incurred in the ordinary course of business and deferred compensation), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such






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Person, (i) all obligations, contingent or otherwise, of such Person as an account party (including reimbursement obligations to the issuer) in respect of letters of credit and letters of guaranty, which support or secure Indebtedness, (j) all obligations in respect of any Metalstream Transaction, all obligations in respect of any Receivables Facility and all other obligations in respect of prepaid production arrangements, prepaid forward sale arrangements or derivative contracts in respect of which such Person receives upfront payments in consideration of an obligation to deliver product or commodities (or make cash payments based on the value of product or commodities) at a future time and (k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances; provided , however , that, for the avoidance of doubt, Indebtedness shall not include (i) any series of preferred stock (other than Disqualified Stock), (ii) obligations under Hedging Agreements, (iii) obligations under any agreement for the purchase of carbon emission and other similar credits and (iv) any indebtedness that has been defeased in accordance with GAAP or defeased pursuant to the deposit of cash or cash equivalents (to the extent of the amount sufficient to satisfy all such indebtedness obligations at maturity or redemption, as applicable, and all payments of interest and premium, if any) in a trust or account created or pledged for the sole benefit of the holders of such indebtedness. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For purposes of determinations hereunder, the amount of
(A)
any Receivables Facility shall be deemed at any time to be (1) the aggregate principal or stated amount of the Indebtedness, fractional undivided interests (which stated amount may be described as a “net investment” or similar term reflecting the amount invested in such undivided interest) or other securities incurred or issued pursuant to such Receivables Facility, in each case outstanding at such time, or (2) in the case of any Receivables Facility in respect of which no such Indebtedness, fractional undivided interests or securities are incurred or issued, the cash purchase price paid by the buyer in connection with its purchase of receivables less the amount of collections received in respect of such receivables and paid to such buyer, excluding any amounts applied to purchase fees or discount or in the nature of interest; and
(B)
any other transaction of any Person included under clause (j) above, at any time, (1) the amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP or (2) if such amount would not appear on such balance sheet, the amount that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such transaction were accounted for as a transaction that would appear on such balance sheet or (3) if such amount cannot be determined under clause (1) or (2), the amount reasonably agreed by FCX and the Administrative Agent.




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Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), (i) Indonesian Taxes other than Excluded Taxes and (ii) Other Taxes.
Index Debt ” means senior, unsecured, long-term indebtedness for borrowed money of FCX that is not guaranteed by any other Person or subject to any other credit enhancement, other than unsecured Guarantees by Subsidiaries (other than Agreed Additional Guarantors) that guarantee (or are co-borrowers with respect to) the obligations of FCX under this Agreement.
Indonesian Taxes ” means Taxes imposed, assessed, levied or collected by Indonesia or any political subdivision or taxing authority thereof or therein or any association or organization of which Indonesia may be a member (but excluding Taxes imposed upon the net income of, or any franchise taxes imposed on, the Administrative Agent, any Lender (or permitted assignee or Participant) or any Issuing Bank which, in each case, has its principal office in Indonesia or a branch office in Indonesia, unless and to the extent such Taxes are attributable to the enforcement of any rights hereunder or under any other Loan Document with respect to an Event of Default), and any other loss, liability, claim, legal fee or expense arising therefrom or in connection therewith, in each case on or in respect of: (i) any Loan, Letter of Credit, Loan Document or any obligation of any Loan Party under any Loan Document; (ii) the execution, enforcement, registration, recordation, notarization or other formalization of any of the items described in clause (i); and (iii) any payments of principal, interest, charges, fees or other amounts made on, under or in respect of any of the items described in clause (i).
Intercompany Subordination Agreement ” means an intercompany subordination agreement substantially in the form of Exhibit F attached hereto or any other form approved by the Administrative Agent.
Interest Election Request ” means a request by any Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.
Interest Payment Date ” means (a) with respect to any ABR Loan (including a Swingline Loan), the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.
Interest Period ” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three, six or, to the extent made available by all the applicable Lenders, twelve months thereafter, as any Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in




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which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.
Interpolated Rate ” means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period (for which the Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the Screen Rate for the shortest period (for which the Screen Rate is available) that exceed the Impacted Interest Period, in each case, at such time.
IRS ” means the United States Internal Revenue Service.
Issuing Bank ” means each of JPMCB, Bank of America, N.A., The Bank of Nova Scotia, BNP Paribas and each other Lender acceptable to the Administrative Agent and FCX that has entered into an Issuing Bank Agreement, in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.06(i). Each Issuing Bank may, in its discretion but with the consent of FCX, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.
Issuing Bank Agreement ” means an agreement in the form of Exhibit C , or in any other form reasonably satisfactory to the Administrative Agent, pursuant to which a Lender agrees to act as an Issuing Bank.
JPMCB ” has the meaning assigned to such term in the preamble to this Agreement.
LC Disbursement ” means a payment made by an Issuing Bank pursuant to a Letter of Credit.
LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.
Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a lender hereunder pursuant to an Assignment and Assumption or an Incremental Facility Agreement, other than any person that ceases to be a party hereto pursuant to an Assignment and






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Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.
Letter of Credit ” means (a) any letter of credit issued pursuant to this Agreement and (b) the Existing Letters of Credit.
LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for Dollars for a period equal in length to such Interest Period as displayed on page LIBOR01 of the Reuters screen that displays such rate (or, in the event such rate does not appear on such Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information services that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion ( provided , that the Administrative Agent shall have generally selected such page for similarly situated borrowers)) (in each case the “ Screen Rate ”) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period; provided that if the Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided further that if the Screen Rate shall not be available at such time for such Interest Period (an “ Impacted Interest Period ”) then the LIBO Rate shall be the Interpolated Rate; provided that if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.
Loan Documents ” means this Agreement, the Incremental Facility Agreements, any Guaranty Agreements, the First Amendment and any Collateral Documents.
Loan Parties ” means each Borrower and each Subsidiary Guarantor.
Loans ” means the loans made by the Lenders to the Borrowers pursuant to this Agreement.
Material Acquisition ” has the meaning set forth in the definition of “Consolidated EBITDAX”.
Material Adverse Effect ” means a material adverse effect on (a) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform its obligations under any Loan Document or (c) the rights of or benefits available to the Lenders under the Loan Documents.





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Material Company ” has the meaning assigned to such term in clause (g) of Article VII.
Material Disposition ” has the meaning set forth in the definition of “Consolidated EBITDAX”.
Material Indebtedness ” means Indebtedness, Project Financings or obligations in respect of one or more Hedging Agreements, of FCX and/or any Subsidiary in an aggregate principal amount or amount of Attributable Debt exceeding $175,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of FCX or any Subsidiary in respect of any Hedging Agreement at any time shall be the aggregate amount (giving effect to any netting agreements) that FCX or such Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.
Maturity Date ” means (i) with respect to the 2018 Revolving Commitments, May 31, 2018, and (ii) with respect to the 2019 Revolving Commitments, May 31, 2019. As used in the definition of “Disqualified Stock” in Section 1.01, Section 2.02(d), Section 2.06, Section 2.10 and clause (o) of Article VII hereof, unless the context otherwise requires, the term “Maturity Date” refers to the Maturity Date for the 2019 Revolving Commitments.
Memorandum of Understanding ” means the Memorandum of Understanding dated as of December 27, 1991, between the Ministry of Mines and Energy of the Government of the Republic of Indonesia, and PTFI.
Metalstream Transaction ” means a transaction in which FCX or any Subsidiary incurs obligations in respect of prepaid production arrangements, prepaid forward sale arrangements or derivative contracts in respect of which FCX or any such Subsidiary receives upfront payments in consideration of an obligation to deliver gold, copper or any other metal mined by FCX and its Subsidiaries (each, a “ Qualified Metal ”) (or make cash payments based on the value of any Qualified Metal) at a future time. For the avoidance of doubt, a Metalstream Transaction shall for all purposes hereof constitute Funded Debt.
Moody’s ” means Moody’s Investors Service, Inc.
Mortgage ” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Obligations, the “Obligations” under the Term Loan Agreement and, if applicable, the FMC Notes. Each Mortgage shall be in form and substance reasonably satisfactory to the Administrative Agent.
Mortgaged Property ” means each parcel of real property, and the improvements thereto, that is required to constitute Collateral pursuant to the Agreed Collateral Actions and the Agreed Collateral Package.





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Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
Net Proceeds ” means, with respect to any event, (a) the cash (which term, for purposes of this definition, shall include cash equivalents) proceeds received in respect of such event, including any cash received in respect of any noncash proceeds, but only as and when received, net of (b) the sum, without duplication, of (i) all fees and out-of-pocket expenses paid in connection with such event by the Borrowers and the Subsidiaries, (ii) in the case of a Disposition (including pursuant to a Sale and Leaseback Transaction) of an asset, (A) the amount of all payments required to be made by the Borrowers and the Subsidiaries as a result of such event to repay Indebtedness (other than “Loans” under the Term Loan Agreement) secured by such asset and (B) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause (B)) attributable to minority interests and not available for distribution to or for the account of the Borrowers and the Subsidiaries as a result thereof and (iii) the amount of all taxes paid (or reasonably estimated to be payable) by the Borrowers and the Subsidiaries and the amount of any reserves established by the Borrowers and the Subsidiaries in accordance with GAAP to fund purchase price adjustment, indemnification and similar contingent liabilities (other than any earnout obligations) reasonably estimated to be payable and that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by the chief financial officer of FCX). For purposes of this definition, in the event any contingent liability reserve established with respect to any event as described in clause (b)(iii) above shall be reduced, the amount of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the contingent liabilities with respect to which such reserve has been established, be deemed to be receipt, on the date of such reduction, of cash proceeds in respect of such event.
New FMC Equity Restrictions ” has the meaning set forth in Schedule 1.01E hereto.
New FMOG Equity Restrictions ” has the meaning set forth in Schedule 1.01E hereto.
New FMC Subsidiary ” has the meaning set forth in Schedule 1.01F hereto.
New PTFI Holdco ” has the meaning set forth in Schedule 1.01F hereto.
Non-Defaulting Lender ” means, at any time, any Revolving Lender that is not a Defaulting Lender at such time.
Non‑Indonesian Lender ” has the meaning assigned to such term in Section 2.16(o).
Non-U.S. Lender ” means a Lender that is not a U.S. Person.







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Obligations ” means the obligations of each of the Borrowers hereunder and of the Borrowers and the other Loan Parties under the other Loan Documents, including, (a) the due and punctual payment by the Borrowers of (i) the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon, and any obligation to provide cash collateral, and (iii) all other monetary obligations of the Borrowers under this Agreement or any other Loan Document, including in respect of fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including any monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the Borrowers under or pursuant to this Agreement and each other Loan Document and (c) the due and punctual payment and performance of all of the obligations of each other Loan Party under or pursuant to each of the other Loan Documents.
OFAC ” means the Office of Foreign Assets Control of the United States Department of the Treasury.
Oil and Gas Business ” means (a) the acquisition, exploration, development, operation and disposition of interests in oil, natural gas and other hydrocarbon properties; (b) the gathering, marketing, treating, processing (but not refining), storage, selling and transporting of any production from those interests; and (c) any activity necessary, appropriate, incidental or reasonably related to the activities described above.
Oil and Gas Properties ” means (a) Hydrocarbon Interests, including with respect to undeveloped Oil and Gas Properties, depths below which any proved reserves are then attributable; (b) the properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all properties, rights, titles, interests and estates described or referred to above, including any and all property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the





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operating, working or development of any of such Hydrocarbon Interests or property (excluding drilling rigs, automotive equipment, rental equipment or other personal property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.
Organizational Documents ” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
Original Closing Date ” means May 31, 2013.
Other Connection Taxes ” means, with respect to any Lender, any Issuing Bank or the Administrative Agent, Taxes imposed as a result of a present or former connection between such Lender, such Issuing Bank or the Administrative Agent and the jurisdiction imposing such Taxes (other than a connection arising from such Lender, such Issuing Bank or the Administrative Agent having executed, delivered, enforced, become a party to, performed its obligation under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan Document).
Other Senior Debt ” means unsecured, unsubordinated capital market Indebtedness of FCX ranking on a pari passu basis with the obligations of FCX hereunder that is issued in a registered public offering or a private placement transaction (including pursuant to Rule 144A under the Securities Act).
Other Taxes ” means any and all present or future recording, stamp, court, documentary, excise, filing, transfer, sales, property or similar Taxes, arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, or from the registration, receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment under Section 2.18(b)).






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parent ” has the meaning assigned thereto in the definition of “subsidiary”.
Participant ” has the meaning assigned to such term in Section 9.04(c).
Participant Register ” has the meaning assigned to such term in Section 9.04(c).
Participation Agreement ” means the Participation Agreement dated October 11, 1996, between PTFI and PT‑Rio Tinto Indonesia, as amended by the First Amendment dated April 30, 1999, and as further amended from time to time.
Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).
PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
Performance Letter of Credit ” means any Letter of Credit that is issued (a) to ensure the performance of services and/or the delivery of goods or (b) primarily for the purpose of securing performance obligations of FCX or any Subsidiary to Governmental Authorities, including clean-up and remediation obligations, but in either case, does not secure Indebtedness.
Permitted Encumbrances ” means:
(a) Liens for Taxes not at the time delinquent or which are being contested in compliance with Section 5.04 or secure amounts that are not material to the value of the properties to which such Liens attach (it being understood that for purposes of this paragraph (a), all real properties that consist of multiple parcels but constitute a single asset (i.e., individual project sites consisting of multiple distinct parcels of real property) shall be deemed to be a single real property);
(b) Liens imposed by law, including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04 or secure amounts that are not material to the value of the properties to which such Liens attach (it being understood that for purposes of this paragraph (b), all real properties that consist of multiple parcels but constitute a single asset (i.e., individual project sites consisting of multiple distinct parcels of real property) shall be deemed to be a single real property);
(c) pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, contracts (other than for borrowed




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money) or leases, or to secure utilities, licenses, public, regulatory or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary course of business;
(d) judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII;
(e) Liens in favor of issuers of surety, performance or other bonds, guarantees or letters of credit or bankers’ acceptances (not issued to support Indebtedness or Attributable Debt) issued pursuant to the request of and for the account of FCX or any Subsidiary in the ordinary course of its business;
(f) encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, canals, ditches, water rights, highways, roads, railroads, fences, oil and gas leases, electric lines, data communications, and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of the real properties or Liens incidental to the conduct of the business of FCX and its Subsidiaries or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of FCX and its Subsidiaries (it being understood that for purposes of this paragraph (f), all real properties that consist of multiple parcels but constitute a single asset (i.e., individual project sites consisting of multiple distinct parcels of real property) shall be deemed to be a single real property);
(g) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, partnership agreements, leases, area of mutual interest agreements, royalty agreements, marketing agreements, processing agreements, development agreements, and other agreements which are usual and customary in the mining business;
(h) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;
(i) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary or financial institution;






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(j) Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by FCX and its Subsidiaries in the ordinary course of business;
(k) any interest or title of a lessor under any operating lease;
(l) (i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which FCX or any Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;
(m) any encumbrance or restriction (including put and call arrangements) with respect to Equity Interests of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(n) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
(o) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities or Liens over cash accounts securing cash pooling arrangements;
(p) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(q) (i) areas of mutual interest, rights of first refusal and preferential purchase rights entered into in the ordinary course of business or (ii) Liens arising under oil and gas leases or subleases, assignments, farm-out agreements, farm-in agreements, division orders, contracts for the sale, purchase, exchange, transportation, gathering or processing of Hydrocarbons, unitizations and pooling designations, declarations, orders and agreements, development agreements, joint venture agreements, partnership agreements, operating agreements, royalties, overriding royalty agreements, marketing agreements, processing agreements, net profit agreements, working interests, net profits interests, joint interest billing arrangements, participation agreements, production sales contracts, area of mutual interest agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or geophysical permits or agreements, licenses, sublicenses, and other agreements, in each case which are customary in the Oil and Gas Business; provided , however , that the granting of any such Lien referred to in clause (ii) does not materially impair the use of the property covered by such Lien or materially impair the value of such property subject thereto;





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(r) Liens on pipelines and pipeline facilities that arise by operation of law each of which is in respect of obligations that are not delinquent by more than 30 days or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP;
(s) Liens securing Production Payments and Reserve Sales that are customary in the Oil and Gas Business; provided , however , that such Liens do not extend to any property other than the property that is the subject of such Production Payments and Reserve Sales;
(t) any seaman’s wage Liens (including those of masters) for wages, maintenance and cure, salvage and general average Liens, stevedore’s wages, maritime tort Liens (including personal injury and death), Liens for necessaries and other ordinary course of business Liens of a maritime nature incurred in connection with vessel operations or maintenance, all of the foregoing Liens which are (a) unclaimed, (b) covered by insurance (other than, and after giving effect to, any applicable deductibles in full on such insurance) or (c) being contested in good faith by appropriate action promptly initiated and diligently conducted, if adequate reserves have been maintained in accordance with GAAP;
(u) Liens required by any contract or statute in order to permit FCX or any Subsidiary to perform any contract or subcontract made by it with or at the request of any Governmental Authority;
(v) Liens on cash earnest money deposits made in connection with any letter of intent or purchase agreement; and
(w) Liens on cash, letters of credit and other financial assets pledged to secure obligations under any agreement for the purchase of carbon emission and other similar credits which do not exceed $200,000,000 at any one time outstanding;
provided that, except for Permitted Encumbrances referred to in clause (e) above, the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness or Attributable Debt.
Permitted Investments ” means:
(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;
(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P of A-2 or higher or from Moody’s of P-2 or higher;





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(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one year after the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any commercial bank which has a short term deposit rating issued by Moody’s of P-2 or higher or by S&P of A-2 or higher;
(d) short-term tax exempt securities rated not lower than MIG-1/+1 by either Moody’s or S&P with provisions for liquidity or maturity accommodations of 183 days or less;
(e) repurchase agreements relating to securities described in clause (a), (b), (c) and (d) above and maturity not less than one year thereafter;
(f) investments in money market or similar funds with assets of at least $1,000,000,000 and rated Aaa by Moody’s and AAA by S&P;
(g) in the case of any Subsidiary organized or having its principal place of business outside the United States, investments denominated in dollars or the currency of the jurisdiction in which such Subsidiary is organized or has its principal place of business which are similar to the assets referred to in clauses (a), (b), (c), (d), (e) and (f) above; and
(h) other deposits, investments in certificates of deposits, bankers’ acceptances and time deposits with foreign banks not otherwise included in the assets referred to in clauses (a), (b), (c), (d), (e), (f) or (g) above not in excess of $100,000,000 in the aggregate.
Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA sponsored, maintained or contributed to by any Borrower or any ERISA Affiliate.
Preferred Equity Interests ” means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.
Prime Rate ” means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.







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Principal Issuing Bank ” means JPMCB, Bank of America, N.A. and any other Issuing Bank whom FCX and the Administrative Agent agree will be a Principal Issuing Bank (or any of their Affiliates that shall act as Issuing Banks hereunder).
Production Payments ” means, collectively, Dollar-Denominated Production Payments and Volumetric Production Payments.
Production Payments and Reserve Sales ” means the grant or transfer by the Borrower or any Subsidiary to any Person of a royalty, overriding royalty, net profits interest, Production Payment (whether Dollar-Denominated Production Payments or Volumetric Production Payments), partnership or other interest in Oil and Gas Properties, reserves or the right to receive all or a portion of the production or the proceeds from the sale of production attributable to such properties where the holder of such interest has recourse solely to such production or proceeds of production, subject to the obligation of the grantor or transferor to operate and maintain, or cause the subject interests to be operated and maintained, in a reasonably prudent manner or other customary standard or subject to the obligation of the grantor or transferor to indemnify for environmental, title or other matters customary in the Oil and Gas Business, including any such grants or transfers pursuant to incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists or other providers of technical services.
Project Financing ” means (a) the incurrence of Indebtedness of a Subsidiary, the proceeds of which are applied to fund any new acquisition, exploration, development, construction or expansion by, or upgrades of the assets of, including associated working capital requirements, such Subsidiary (or to refinance Indebtedness or equity financing incurred for such purpose) and that may be secured by the assets of such Subsidiary, (b) the incurrence of Attributable Debt in connection with a sale and leaseback transaction involving such assets (including any such Attributable Debt incurred to refinance Indebtedness or equity financing of such assets) or (c) the incurrence of Indebtedness or Attributable Debt in connection with an Off-take Financing (including any Indebtedness or Attributable Debt incurred to refinance Indebtedness or equity financing in connection with an Off-Take Financing); provided that “ Project Financing ” shall not include any Indebtedness or Attributable Debt the proceeds of which are applied to acquire a going concern.  As used in this definition, “Off-take Financing” means the incurrence of Indebtedness or Attributable Debt in the form of an agreement to purchase that is entered into by a Subsidiary to support the financing by a third party of the acquisition, exploration, development, construction or expansion by, or upgrades of, assets, including associated working capital requirements, legal title to, or ownership of, which under applicable law is vested in such third party or its affiliates.
Project Financing Assets ” means, with respect to any Project Financing, the assets of the acquisition, exploration, development or expansion, or the assets the upgrade of which is, funded by such Project Financing.
Project Financing Subsidiary ” means, with respect to any Project Financing, the Subsidiary that is the primary obligor in respect of such Project Financing.





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Proscribed Consolidation ” has the meaning assigned to such term in Section 6.03.
PTFI ” means PT Freeport Indonesia, a limited liability company organized under the laws of the Republic of Indonesia.
PTFI Exposure Cap ” means $500,000,000.
PTII ” means PT Indocopper Investama, a limited liability company organized under the laws of the Republic of Indonesia.
PT‑Rio Tinto Indonesia ” means PT Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia), a limited liability company organized under the laws of Indonesia and a wholly owned subsidiary of RTZ.
PT‑Rio Tinto Indonesia COW Assignment ” means the Assignment Agreement dated as of October 11, 1996 between PTFI and PT‑Rio Tinto Indonesia pursuant to which PTFI assigned a partial undivided interest in the Contract of Work to PT‑Rio Tinto Indonesia.
Qualified FMC Equity Interests ” has the meaning assigned to such term in Schedule 1.01E hereto.
Qualified FMOG Equity Interests ” has the meaning assigned to such term in Schedule 1.01E hereto.
Qualified PTFI Equity Interests ” means Equity Interests of PTFI or New PTFI Holdco 100% of the Net Proceeds of which are applied (or are in good faith expected by FCX to be applied) to smelter construction costs.
Qualified Stock ” means, with respect to any Person, any Equity Interests of such Person that are not Disqualified Stock.
Receivables Facility ” means any of one or more receivables financing facilities, as amended, supplemented, modified, extended, renewed, restated, refunded, replaced or refinanced from time to time, the Indebtedness of which is non-recourse (except for Standard Receivables Facility Undertakings) to FCX or any Subsidiary (other than any Receivables Subsidiary), pursuant to which FCX or any of the Subsidiaries sells its accounts, payment intangibles and related assets or interests therein to either (a) a Person that is not a Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts, payment intangibles and related assets to a Person that is not a Subsidiary.
Receivables Facility Repurchase Obligation ” means any obligation of FCX or a Subsidiary that is a seller of assets in a Receivables Facility to repurchase the assets it sold thereunder as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.




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Receivables Subsidiary ” means any Subsidiary formed solely for the purpose of engaging, and that engages only, in one or more Receivables Facilities.
Reference Period ” has the meaning set forth in the definition of “Consolidated EBITDAX”.
Register ” has the meaning assigned to such term in Section 9.04(b)(iv).
Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such Person and such Person’s Affiliates.
Reporting Person ” has the meaning assigned to such term in Section 5.01.
Requesting Borrower ” has the meaning assigned to such term in Section 2.06(c).
Required Lenders ” means, at any time, Lenders having Revolving Exposures, and unused Commitments (other than Swingline Commitments) representing more than 50% of the aggregate Revolving Exposures and unused Commitments (other than Swingline Commitments) at such time.
Required Subsidiary Guarantor ” means, at any time, (a) if it is a Subsidiary at such time, each existing or subsequently acquired or organized subsidiary of FMOG that is at such time a guarantor of the obligations of FMOG under any FMOG Indenture Debt, (b) each other Subsidiary (other than a Subsidiary that is a Borrower) that at such time is a guarantor of obligations of FCX under the Term Loan Agreement, any other bank credit facility of FCX, the Senior Notes or any Other Senior Debt; provided , however , that a Subsidiary that is a Required Subsidiary Guarantor pursuant to clause (a) or (b) above will cease to be a Required Subsidiary Guarantor under such clauses (and may thereafter be released from its obligations under the Guarantee Agreement in accordance with the provisions of Section 11.02) at such time, if any, as (and only for such periods as) such Subsidiary Guarantor (i) no longer guarantees any obligations (x) of FMOG under any FMOG Indenture Debt or refinancing Indebtedness in respect thereof or (y) of FCX in respect of the Term Loan Agreement, any other bank credit facility of FCX, the Senior Notes or any Other Senior Debt and (ii) does not constitute a Required Subsidiary Guarantor pursuant to clause (c) below, and (c) from and after the Collateral Implementation Date, each Agreed Additional Guarantor.
Restatement Effective Date ” shall have the meaning assigned to such term in the Amendment and Restatement Agreement.
Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in FCX, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancelation or termination of any Equity Interests (including any payment under a Synthetic Purchase Agreement related to any Equity Interests) in FCX or any option, warrant or other right to acquire any such Equity Interests in FCX.



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Revolving Availability Period ” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date for the 2019 Revolving Commitments and the date of termination of all the Revolving Commitments.
Revolving Commitment ” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or increased from time to time pursuant to Section 2.20 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Revolving Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or Incremental Facility Agreement pursuant to which such Lender shall have assumed its Revolving Commitment, as the case may be. The aggregate amount of the Lenders’ Revolving Commitments as of the Restatement Effective Date is $3,500,000,000.
Revolving Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.
Revolving Lender ” means a Lender with a Revolving Commitment or, if the Revolving Commitments have terminated or expired, a Lender with Revolving Exposure.
Revolving Lender Parent ” means, with respect to any Revolving Lender, any Person in respect of which such Lender is a subsidiary.
Revolving Loan ” means a Loan made pursuant to Section 2.01.
RTZ ” means Rio Tinto plc (formerly RTZ Corporation PLC), a company organized under the laws of England.
RTZ Interests ” means the interests of PT‑Rio Tinto Indonesia in the Contract of Work and certain jointly held assets pursuant to the Participation Agreement.
S&P ” means Standard & Poor’s.
Sale and Leaseback Transaction ” has the meaning assigned to such term in Section 6.04.
Sanctioned Country ” means, at any time, a country or territory which is the subject or target of any Sanctions.
Sanctioned Person ” means, at any time, (a) any Person that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list or (b) any Person located, organized or resident in a Sanctioned Country.




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Sanctions ” means comprehensive economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.  
Screen Rate ” has the meaning set forth in the definition of “LIBO Rate”.
SEC ” means the United States Securities and Exchange Commission.
Secured Parties ” means (a) the Lenders (including the Issuing Banks and the Swingline Lender), (b) the Administrative Agent, (c) the Collateral Agent, (d) the beneficiaries of each indemnification obligation undertaken by any Loan Party or any Collateral Party under any Loan Document, (e) each other holder of any Obligation and (f) the successors and assigns of each of the foregoing.
Securities Act ” means the United States Securities Act of 1933.
Senior Notes ” means senior unsecured notes of FCX issued in a public offering or Rule 144A under the Securities Act or other private placement transaction for the purpose of financing a portion of the cash purchase price payable for the PXP Acquisition (as defined in the Existing Revolving Credit Agreement) and/or the MMR Acquisition (as defined in the Existing Revolving Credit Agreement) and related fees and expenses or to refinance any Indebtedness previously incurred to finance either such acquisition or such fees and expenses.
Significant Subsidiary ” means any Subsidiary of FCX that satisfies the criteria for a “significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act, as amended.
Specified Debt/Liens ” means an amount equal to (a) the aggregate outstanding principal amount of Indebtedness and Attributable Debt incurred pursuant to (i) Section 6.01(a)(v), (ii) Section 6.01(a)(vii) (other than Indebtedness and Attributable Debt in respect of Project Financings at Sociedad Minera Cerro Verde or in connection with any smelter construction by PTFI or its Subsidiaries) or (iii) Section 6.01(a)(ix) (other than (x) Indebtedness and Attributable Debt incurred pursuant to lines of credit of Atlantic Copper, S.L.U., Sociedad Contractual Mineral El Abra or Freeport Cobalt Oy and (y) partner loans for TF Holdings Limited or Koboltti Chemicals Holding Limited) plus (b) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to a Lien pursuant to (i) Section 6.02 (d) (other than in respect of Project Financings at Sociedad Minera Cerro Verde or in connection with any smelter construction by PTFI or its Subsidiaries), (ii) Section 6.02(f) and (iii) Section 6.02(i) (other than (x) Liens in respect of deposits for regulatory or other similar purposes at PTFI and its subsidiaries and (y) Liens to secure letters of credit for Sociedad Minera Cerro Verde of up to $200,000,000 in the aggregate), (iv) Section 6.02(l), (v) Section 6.02(m) (other than Liens in respect of receivables





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discounting or sale activities incurred in the ordinary course of business consistent with past practice), (vi) Section 6.02(n) (other than Liens on assets that are not Collateral (and would not be required to be Collateral after the Springing Collateral Date)), (vii) Section 6.02(o) or (viii) Section 6.02(t).
Specified Disposition ” means any Disposition consummated after February 12, 2016, and on or prior to December 31, 2016.
Specified PTFI Obligations ” means the obligations of PTFI hereunder (a) to pay the principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to PTFI, when and as due, (b) to make each payment in respect of any Letter of Credit requested by PTFI, when and as due, including payments in respect of reimbursement of disbursements, interest thereon, and any obligation to provide cash collateral and (iii) to pay amounts payable under Sections 2.14, 2.15 and 2.16, that are directly attributable to Loans made to PTFI or Letters of Credit issued at the request of PTFI hereunder.
Springing Collateral Date ” means (a) June 30, 2016, if after February 12, 2016, and on or prior to June 30, 2016, FCX (together with its Subsidiaries) has not entered into definitive agreements with respect to Dispositions that, in the good faith judgment of FCX as of June 30, 2016, (x) are reasonably expected to be consummated prior to December 31, 2016, and (y) are reasonably expected to provide Net Proceeds of at least $3,000,000,000 in the aggregate; provided , that if, subsequent to June 30, 2016, any such definitive agreement is terminated (or if FCX, the Administrative Agent or the Required Lenders determine in good faith that the applicable conditions to the consummation of the transactions contemplated thereby become incapable of being satisfied on or prior to December 31, 2016) then the Springing Collateral Date shall be the date of such termination or determination unless in the good faith judgment of FCX the conditions referred to in the foregoing clauses (x) and (y) would remain satisfied without regard to all such definitive agreements that have been terminated or for which such a determination has been made and (b) December 31, 2016, if (i) the Springing Collateral Date has not otherwise occurred and (ii) after February 12, 2016, and on or prior to December 31, 2016, FCX (together with its Subsidiaries) has not consummated Dispositions providing Net Proceeds of at least $3,000,000,000 in the aggregate.
Standard Receivables Facility Undertakings ” means representations, warranties, covenants and indemnities entered into by FCX or any Subsidiary that FCX has determined in good faith to be customary in financings similar to a Receivables Facility, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Facility Repurchase Obligation shall be deemed to be a Standard Receivables Facility Undertaking.
Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board to which the Administrative Agent is subject for





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eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the equity or more than 50% of the general partnership interests are, as of such date, owned, Controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
Subsidiary ” means any subsidiary of FCX.
Subsidiary Guarantor ” means each Subsidiary that Guarantees the Obligations under the Credit Agreement pursuant to a Guarantee Agreement, provided that, for purposes only of Section 6.01 and 6.02 hereof, no Subsidiary becoming a Subsidiary Guarantor after the Original Closing Date (other than a Required Subsidiary Guarantor) shall be considered a Subsidiary Guarantor unless each of the conditions set forth in Section 11.01 with respect to such Subsidiary shall have been met, and provided further that, for all purposes of this Agreement and the Loan Documents, no Guarantee Termination shall be effective with respect to any Subsidiary Guarantor unless each of the conditions set forth in Section 11.02 with respect to such Subsidiary shall have been met.
Swingline Commitment ” means the commitment of the Swingline Lender to make Swingline Loans.
Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the Swingline Exposure at such time.
Swingline Lender ” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.
Swingline Loan ” means a Loan made pursuant to Section 2.05.
Syndication Agent ” means Bank of America, N.A., in its capacity as syndication agent for the Lenders hereunder.





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Synthetic Purchase Agreement ” means any swap, derivative or other agreement or combination of agreements pursuant to which FCX or any Subsidiary is or may become obligated to make (i) any payment in connection with a purchase by any third party from a Person other than the Borrower of any Equity Interest or (ii) any payment (other than on account of a permitted purchase by it of any Equity Interest) the amount of which is determined by reference to the price or value at any time of any Equity Interest; provided that no phantom stock or similar plan providing for payments only to current or former directors, officers or employees of FCX or any Subsidiary (or to their heirs or estates) shall be deemed to be a Synthetic Purchase Agreement.
Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees and other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Term Loan Agreement ” means the Credit Agreement dated as of February 14, 2013, as amended and restated as of the Restatement Effective Date (and as such agreement may be amended, amended and restated, replaced, refinanced, supplemented or otherwise modified after the Restatement Effective Date), among FCX, the lenders party thereto, JPMCB, as administrative agent and collateral agent, and Bank of America, N.A., as syndication agent.
Total Debt ” means, as of any date, the sum as of such date of (a) the aggregate principal amount of Funded Debt of FCX and the Subsidiaries outstanding as of such date, in the amount that would be reflected as a liability on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, provided , however , that for the avoidance of doubt, Funded Debt shall exclude fair value adjustments under the acquisition method to book balances of Indebtedness, plus (b), without duplication of amounts included in clause (a), the aggregate amount of Attributable Debt of FCX and the Subsidiaries outstanding as of such date, minus (c) the lesser as of such date of (i) $1,000,000,000 and (ii) the aggregate amount of Available Domestic Cash.
Total Leverage Ratio ” means, on any date, the ratio of (a) Total Debt as of the last day of the fiscal quarter of FCX ended on such date or most recently prior to such date to (b) Consolidated EBITDAX for the period of four consecutive fiscal quarters of FCX ended on such date or most recently prior to such date.
Transactions ” has the meaning set forth in the Existing Revolving Credit Agreement.
Transaction Costs ” means, collectively, the fees, costs and out-of-pocket expenses incurred by FCX and its Subsidiaries in connection with the Transactions.
Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.





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U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
U.S. Tax Certificate ” has the meaning assigned to such term in Section 2.16(f)(ii)(D)(2).
Volumetric Production Payments ” means production payment obligations recorded as deferred revenue in accordance with GAAP, together with all undertakings and obligations in connection therewith.
Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Withholding Agent ” means any Loan Party and the Administrative Agent.
SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).
SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time and to any successor law or regulation, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. For the avoidance of doubt, all references herein to the Borrowers shall give effect to the accession of FMOG as a party hereto in the capacity of a Borrower pursuant to Section 4.02(c) of the Existing Revolving Credit Agreement and the cessation of FMOG as a party hereto in the capacity of a Borrower pursuant to Section 10.02(g).




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SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if FCX notifies the Administrative Agent that FCX requests an amendment to any provision hereof (other than Section 5.01(a) or 5.01(b)) to eliminate the effect of any change occurring after the Original Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies FCX that the Required Lenders request an amendment to any provision hereof (other than Section 5.01(a) or 5.01(b)) for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that if at any time of delivery of financial statements under Section 5.01(a) or 5.01(b) GAAP as applied under the other provisions hereof shall as a result of the operation of this Section 1.04 be different from that used in such financial statements, FCX shall deliver together with such financial statements a reconciliation in reasonable detail of such financial statements to such different GAAP.
ARTICLE II
The Credits
SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to each of (x) FCX, (y) to the extent it is a Borrower and a Subsidiary of FCX at the time of the applicable Revolving Loan is made, FMOG and (z) subject to Section 10.02(h), PTFI, in each case from time to time during the Revolving Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or (ii) the aggregate Revolving Exposure attributable to Loans made to PTFI and Letters of Credit issued at the request of PTFI exceeding the PTFI Exposure Cap. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Loans.
SECTION 2.02. Loans and Borrowings. (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders ratably in accordance with their Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder, provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b)    Subject to Section 2.13, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the applicable Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan,





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provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan in accordance with the terms of this Agreement.
(c)    At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $1,000,000. Borrowings of more than one Type may be outstanding at the same time, provided that there shall not at any time be more than a total of 14 Eurodollar Borrowings outstanding. Notwithstanding anything to the contrary herein, an ABR Revolving Borrowing or a Swingline Loan may be in an aggregate amount that is equal to the entire unused balance of the aggregate Revolving Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e).
(d)    Notwithstanding any other provision of this Agreement, none of the Borrowers shall be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing, a Borrower shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, including to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e), not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy (or by electronic transmission with telephonic confirmation of receipt thereof) to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i)    the aggregate amount of such Borrowing;
(ii)    the date of such Borrowing, which shall be a Business Day;
(iii)    whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
(iv)    in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v)    the location and number of the applicable account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.




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If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
SECTION 2.04. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such funds transferred to it available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of such Borrower maintained with the Administrative Agent in New York City, or, in the case of PTFI, to such other account as may be required by applicable law or regulation, in each case that is designated by such Borrower in the applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to Section 2.06(e) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear.
(b)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available at such time in accordance with paragraph (a) of this Section and may, in reliance upon such assumption and in its sole discretion, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of such Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.
SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to each of (x) FCX, (y) to the extent it is a Borrower and a Subsidiary of FCX at the time the applicable Swingline Loan is made, FMOG and (z) subject to Section 10.02(h), PTFI, in each case from time to time during the Revolving Availability





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Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $150,000,000, (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments or (iii) the total Revolving Exposures in respect of Loans made to PTFI and Letters of Credit requested by PTFI exceeding the PTFI Exposure Cap; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.
(b)    To request a Swingline Loan, a Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from a Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower that shall have requested such Swingline Loan by means of a credit to the general deposit account of such Borrower maintained with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank or, to the extent that the Revolving Lenders have made payments pursuant to Section 2.06(e) to reimburse an Issuing Bank, to such Lenders and such Issuing Bank as their interests may appear) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c)    The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.04 with respect to Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter (i) each participation so acquired in such Swingline





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Loan shall be deemed to be a Revolving Loan and (ii) payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The failure of any Revolving Lender to purchase any participation in a Swingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.
SECTION 2.06. Letters of Credit. (a) General. (i) Subject to the terms and conditions set forth herein, each of (x) FCX, (y) to the extent it is a Borrower and a Subsidiary of FCX at the time the applicable request is made, FMOG and (z) subject to Section 10.02(h), PTFI may request the issuance of Letters of Credit for its own account or for the account of any Subsidiary of such Borrower, in each case in a form reasonably acceptable to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period.
(i)    On the Original Closing Date, each Issuing Bank that has issued an Existing Letter of Credit shall be deemed, without further action by any party hereto, to have granted to each Revolving Lender and each Revolving Lender shall be deemed to have purchased from such Issuing Bank a participation in such Existing Letter of Credit in accordance with paragraph (d) below. The applicable Issuing Banks and the Lenders that are also party to the Existing Revolving Credit Agreement agree that concurrently with such grant, the participations in the Existing Letters of Credit granted to such Lenders under the Existing Revolving Credit Agreement, as applicable, shall be automatically canceled without further action by any of the parties thereto. On and after the Closing Date, each Existing Letter of Credit shall constitute a Letter of Credit for all purposes hereof. Any Lender that has issued an Existing Letter of Credit but has not entered into an Issuing Bank Agreement shall have the rights of an Issuing Bank as to such Letter of Credit for purposes of this Section 2.06.
(b)     Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall be a Business Day),





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(2) the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), (3) the amount of such Letter of Credit, (4) the name and address of the beneficiary thereof, (5) whether such Letter of Credit is a Financial Letter of Credit or a Performance Letter of Credit (subject to confirmation of such status by the Administrative Agent) and (6) such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the applicable Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request to it for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $1,500,000,000, (ii) the total Revolving Exposures shall not exceed the total Revolving Commitments and (iii) in the case of any Letter of Credit to be issued, amended, renewed or extended at the request of PTFI, the total Revolving Exposures in respect of Loans made to PTFI and outstanding Letters of Credit requested by PTFI shall not exceed the PTFI Exposure Cap. Each determination by the Administrative Agent as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit shall be conclusive and binding upon the Borrowers and the Lenders.
(c)     Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided , however , that a Letter of Credit may, upon the request of the Borrower that shall have requested such Letter of Credit (a “ Requesting Borrower ”), include a provision whereby such Letter of Credit shall be renewed automatically for additional consecutive periods of one year or less (but not beyond the date that is five Business Days prior to the Maturity Date) unless the applicable Issuing Bank notifies the beneficiary thereof at least 30 days prior to the then-applicable expiration date that such Letter of Credit will not be renewed. Notwithstanding the foregoing, any Letter of Credit issued hereunder may, in the sole discretion of the applicable Issuing Bank, expire after the fifth Business Day prior to the Maturity Date but on or before the date that is 90 days after the Maturity Date, provided that each Borrower hereby agrees that the applicable Borrower shall provide cash collateral in an amount equal to 102% of the LC Exposure in respect of any such outstanding Letter of Credit to the applicable Issuing Bank at least 30 days prior to the Maturity Date, which such amount shall be (A) deposited by the applicable Borrower in an account with and in the name of such Issuing Bank and (B) held by such Issuing Bank for the satisfaction of such Borrower’s reimbursement obligations in respect of such Letter of Credit until the expiration of such Letter of Credit. Any Letter of Credit issued with an expiration date beyond the fifth Business Day prior to the Maturity Date shall, to the extent of any undrawn amount remaining thereunder on the Maturity Date, cease to be a “Letter of Credit” outstanding under this Agreement for purposes of the Revolving Lenders’ obligations to participate in Letters of Credit pursuant to clause (d) below.







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(d)     Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to any Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
(e)     Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Requesting Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York City time, on the date that such LC Disbursement is made, if such Requesting Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been received by such Requesting Borrower prior to such time on such date, then not later than (i) 2:00 p.m., New York City time, on the Business Day that such Requesting Borrower receives such notice, if such notice is received prior to 10:00 a.m., New York City time on the day of receipt, or (ii) 12:00 noon, New York City time, on the Business Day immediately following the day that such Requesting Borrower receives such notice, if such notice is not received prior to 10:00 a.m., New York City time, on the day of receipt; provided that such Requesting Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with a Borrowing in an equivalent amount and, to the extent so financed, such Requesting Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. If a Requesting Borrower fails to make such a payment when due, the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from such Requesting Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from such Requesting Borrower, in the same manner as provided in Section 2.04 with respect to Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis , to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from a Borrower pursuant to this paragraph, the Administrative Agent shall distribute such





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payment to the applicable Issuing Bank or, to the extent that the Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of its obligation to reimburse such LC Disbursement.
(f)     Obligations Absolute. The Borrowers’ obligations to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or wilful misconduct on the part of an Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.






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(g)     Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit and shall promptly notify the Administrative Agent and the Requesting Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Requesting Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.
(h)     Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless the Requesting Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Requesting Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if the Requesting Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.12(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.
(i)     Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
(j)     Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day on which the Borrowers receive notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall





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become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (g) or (h) of Article VII. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement, and the Borrowers hereby grant the Lenders a security interest in all funds and investments in such account to secure such obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived. If the Borrowers are required to provide an amount of cash collateral hereunder pursuant to the provisions of Section 2.10(b) or (c), the foregoing provisions will apply thereto, and, provided that no Event of Default has occurred and is continuing, such cash collateral will be returned to the Borrowers at their request to the extent such cash collateral is not then required to comply with Section 2.10(b) or (c).
(k)     Issuing Bank Agreements. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit during the immediately preceding week, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) on or prior to each Business Day on which such Issuing Bank expects to issue, amend, renew or extend any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the aggregate face amount of the Letters of Credit to be issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension occurred (and whether the amount thereof changed), it being understood that such Issuing Bank shall not permit any issuance, renewal, extension or amendment resulting in an increase in the amount of any Letter of Credit to occur without first obtaining written confirmation from the Administrative Agent that it is then permitted under this Agreement, (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC Disbursement, (iv) on any Business Day on which the Requesting Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement and





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(v) on any other Business Day, such other information as the Administrative Agent shall reasonably request.
(l)     Issuing Bank Exposure Limitation. Notwithstanding anything herein to the contrary, no Issuing Bank shall have any obligation hereunder to issue Letters of Credit if, at the time of and after giving effect to such issuance, the aggregate amount of LC Exposure attributable to Letters of Credit issued by such Issuing Bank would exceed $250,000,000 or such lesser amount as may be agreed among the Borrowers and all Issuing Banks.
(m)     Designation of Additional Issuing Banks. The Borrowers may, at any time and from time to time, with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), designate as additional Issuing Banks one or more Lenders that agree to serve in such capacity. The acceptance by a Lender of an appointment as an Issuing Bank hereunder shall be evidenced by entry into an Issuing Bank Agreement and, from and after the effective date of such Issuing Bank Agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to include such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.
SECTION 2.07. Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request or deemed by Section 2.03, and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or deemed by Section 2.03. Thereafter, the applicable Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. A Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.
(b)    To make an election pursuant to this Section, the applicable Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Revolving Borrowing of the type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the applicable Borrower.
(c)    Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02 (including with respect to minimum amounts and borrowing multiples relating to any resulting Borrowing):






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(i)    the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)    whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and
(iv)    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.
(d)    Promptly following receipt of an Interest Election Request with respect to a Borrowing, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)    If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrowers, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
SECTION 2.08. Termination and Reduction of Commitments. (a) Except as otherwise expressly provided herein, unless previously terminated, the 2018 Revolving Commitments shall terminate on the Maturity Date for the 2018 Revolving Commitments, and the 2019 Revolving Commitments shall terminate on the Maturity Date for the 2019 Revolving Commitments.
(b)    FCX may at any time terminate, or from time to time reduce, the 2018 Revolving Commitments, the 2019 Revolving Commitments or the Swingline Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) FCX shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of Loans and provision of cash collateral, in each case in accordance with Section 2.10(b), the aggregate Revolving Exposures (excluding the LC Exposure with respect to which cash collateral has been provided in accordance with Section 2.10(b)) would exceed the total Revolving Commitments.



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(c)    FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election or reduction and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by FCX pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by FCX may state that such notice is conditioned upon the effectiveness of other financings or of asset dispositions, in which case such notice may be revoked by FCX (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the 2018 Revolving Commitments or the 2019 Revolving Commitments shall be made ratably among the Lenders in accordance with the amounts of their individual 2018 Revolving Commitments or 2019 Revolving Commitments, respectively.
SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the applicable Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date for the 2019 Revolving Commitments and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made, provided that on each date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.
(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(c)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(d)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of any Borrower to repay the Loans in accordance with the terms of this Agreement.







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(e)    Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or to such payee and its registered assigns); provided that the failure of any Lender to maintain such promissory notes or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.
SECTION 2.10. Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, subject to the requirements of this Section and to the making of any payment required under Section 2.15.
(b)    In the event and on each occasion on or prior to the Maturity Date for the 2019 Revolving Commitments that the sum of the Revolving Exposures exceeds the total Revolving Commitments, including as a result of the occurrence of the Maturity Date for the 2018 Revolving Commitments, the Borrowers shall prepay Revolving Borrowings in an aggregate amount equal to such excess on the date such excess occurs; provided that if no Revolving Borrowings are outstanding and the LC Exposure exceeds the total Revolving Commitments, the Borrowers shall provide cash collateral in an aggregate amount equal to such excess in accordance with Section 2.06(j).
(c)    In the event and on each occasion on or prior to the Maturity Date that the sum of the Revolving Exposures in respect of (i) Loans made to PTFI and (ii) Letters of Credit requested by PTFI exceeds the PTFI Exposure Cap, PTFI shall prepay its Revolving Borrowings in an aggregate amount equal to such excess; provided that if no Revolving Borrowings of PTFI are outstanding and the LC Exposure in respect of Letters of Credit requested by PTFI exceeds the PTFI Exposure Cap, then PTFI shall provide cash collateral in an aggregate amount equal to such excess in accordance with Section 2.06(j).
(d)    Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrowers shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to paragraph (e) of this Section.
(e)    The applicable Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that if a notice of





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optional voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.
(f)    Unless earlier terminated, on the Maturity Date for the 2018 Revolving Commitments, the 2018 Revolving Commitments will terminate, and the 2018 Revolving Lenders will have no further obligation to make Revolving Loans to the Borrowers, or to acquire participations in Swingline Loans or Letters of Credit made or issued after such Maturity Date; provided that the foregoing will not release any 2018 Revolving Lender from any such obligation to make Revolving Loans to the Borrowers, acquire or fund participations in Swingline Loans or acquire or fund participations in Letters of Credit, in each case that was required to be performed on or prior to the Maturity Date for the 2018 Revolving Commitments. On the Maturity Date for the 2018 Revolving Commitments, each 2019 Revolving Lender will acquire and fund, in accordance with Sections 2.05 and 2.06, participations in Swingline Loans and Letters of Credit outstanding on the Maturity Date for the 2018 Revolving Commitments, and will acquire and fund, in accordance with Sections 2.05 and 2.06, participations in Swingline Loans made and Letters of Credit issued after such Maturity Date, in each case in an amount equal to such Lender’s Applicable Percentage of such Swingline Loan or Letter of Credit, as the case may be, regardless of whether any Default or Event of Default existed on such Maturity Date; provided that the Revolving Exposure of each 2019 Revolving Lender does not exceed such Lender’s Revolving Commitment.
SECTION 2.11.     Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the daily average unused amount of the Revolving Commitment of such Lender during the period from and including the Original Closing Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year, and on the date on which the Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans and LC Exposure of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).
(b)    Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect to such Lender’s participation in Letters of





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Credit requested by such Borrower, which shall accrue on the average daily amount of such Lender’s LC Exposure in respect of Performance Letters of Credit and Financial Letters of Credit (excluding, in each case, any LC Exposure attributable to unreimbursed LC Disbursements) at the Applicable Rate for Performance Letters of Credit or Financial Letters of Credit, as the case may be, during the period from and including the Original Closing Date to but excluding the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee, which shall accrue at the rate or rates separately agreed upon between the Borrowers and each Issuing Bank on the average daily amount of the LC Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Original Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third Business Day following such last day, commencing on the first such date to occur after the Original Closing Date; provided that all such fees shall be payable on the date on which the Revolving Commitments terminate (and, if later, the date on which there ceases to be any Revolving Exposure) and any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c)    The Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent.
(d)    The Borrowers agree to pay to the Collateral Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrowers and the Collateral Agent.
(e)    All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to an Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.
SECTION 2.12.     Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.






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(b)    The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.
(c)    Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall, on and after the date the Required Lenders so request, bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.
(d)    Accrued interest on each Loan made to a Borrower shall be payable by such Borrower in arrears on each Interest Payment Date for each such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(e)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
SECTION 2.13.     Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:
(a)    the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or
(b)    the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;
then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist,



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(i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.
SECTION 2.14. Increased Costs. (a) If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank;
(ii)    impose on any Lender or any Issuing Bank or the London interbank market any other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or
(iii)    subject any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Other Connection Taxes that are income or franchise Taxes imposed on (or measured by) the net income of such Lender or that are branch profits Taxes) on its Loans, loan principal, Letters of Credit, Commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case by or in an amount which such Lender in its sole judgment deems material in the context of this Agreement and its Loans or participations in Letters of Credit hereunder, then the relevant Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered.
(b)    If any Lender or any Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy or liquidity), by an amount which such Lender in its sole judgment deems to be material in the context of this Agreement and its Loans, Commitments and participations in





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Letters of Credit hereunder, then from time to time the Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.
(c)    A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank the amount shown as due on any such certificate within 10 days after receipt thereof.
(d)    Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180‑day period referred to above shall be extended to include the period of retroactive effect thereof.
SECTION 2.15.     Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure by a Borrower to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.10(e) and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to Section 2.18 or Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall





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be delivered to the Borrowers and shall be conclusive absent manifest error. The relevant Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.
SECTION 2.16.     Taxes. (a) Any and all payments by or on account of any obligation of any Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law (as determined in the good faith discretion of the applicable Withholding Agent); provided that if any Withholding Agent shall be so required to deduct any Indemnified Taxes from such payments, then (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.16) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Withholding Agent shall make such deductions and (iii) such Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.
(b)    Each Borrower and any other Loan Party shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, both (i) Indemnified Taxes that are Indonesian Taxes (other than Taxes imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document) and (ii) Other Taxes.
(c)    The Loan Parties shall jointly and severally indemnify the Administrative Agent, each Lender and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, or that are required to be withheld or deducted from a payment thereto by or on account of any obligation of a Loan Party hereunder or under any other Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, provided , however , that the Loan Parties shall not be obligated to make payment to the Administrative Agent or any Lender or Issuing Bank pursuant to this Section in respect of penalties, interest and other liabilities attributable to any Indemnified Taxes if such penalties, interest or other liabilities are attributable to the gross negligence or wilful misconduct of the Administrative Agent, such Lender or such Issuing Bank; provided , further , that no Non-Indonesian Lender that is a permitted assignee shall be entitled to receive, with respect to Indonesian Taxes that are withholding Taxes with respect to payments of interest on such Non-Indonesian Lender’s Loans, any greater payment under this Section 2.16(c) than such Non-Indonesian Lender’s assignor would have been entitled, immediately before the applicable assignment, to receive under this Section 2.16(c) with respect to the rights assigned or otherwise transferred to such Non-Indonesian Lender. A certificate as to the amount of such payment or liability, including a calculation thereof determined in the sole discretion of the Lender, the Issuing Bank or the





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Administrative Agent, delivered to a Loan Party by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.
(d)    As soon as practicable after any payment of Indemnified Taxes by a Loan Party to a Governmental Authority (and in the case of Indonesian Taxes, not later than 90 days after the date on which such payment is made), such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e)    Each Lender shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) attributable to such Lender that are paid or payable by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 2.16(e) shall be paid within 10 days after the Administrative Agent delivers to the applicable Lender a certificate stating the amount of Taxes so paid or payable by the Administrative Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).
(f)    (i) Any Lender that is entitled to an exemption from, or reduction of, any applicable withholding Tax with respect to any payments under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrowers or the Administrative Agent as will permit such payments to be made without, or at a reduced rate of, withholding. In addition, any Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by law or reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to any withholding (including backup withholding) or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.16(f)(ii)(A) through (E) below) shall not be required if in the Lender’s judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Upon the reasonable request of the Borrowers or the Administrative Agent, any Lender shall update any form or certification previously delivered pursuant





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to this Section 2.16(f). If any form or certification previously delivered by such Lender pursuant to this Section 2.16(f) expires or becomes obsolete or inaccurate in any respect, such Lender shall promptly (and in any event within 10 days after such expiration, obsolescence or inaccuracy) notify the Borrowers and the Administrative Agent in writing of such expiration, obsolescence or inaccuracy and update the form or certification if it is legally eligible to do so.
(ii) Without limiting the generality of the foregoing, any Lender shall, if it is legally eligible to do so, deliver to the Borrowers and the Administrative Agent (in such number of copies as is reasonably requested by the Borrowers and the Administrative Agent, on or prior to the date on which such Lender becomes a party hereto) duly completed and executed copies of whichever of the following is applicable:
(A) in the case of a Lender that is a U.S. Person, executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. Federal backup withholding Tax;
(B) in the case of a Non-U.S. Lender claiming the benefits of an income tax treaty to which the United States is a party (1) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty and (2) with respect to any other applicable payments under this Agreement, executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(C) in the case of a Non-U.S. Lender for which payments under this Agreement constitute income that is effectively connected with such Lender’s conduct of a trade or business in the United States, executed originals of IRS Form W-8ECI;
(D) in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code both (1) executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable, and (2) a certificate substantially in the form of Exhibit E1- E-4 (a “ U.S. Tax Certificate ”) to the effect that such Lender is not (a) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (b) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, (c) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (d) conducting a trade or business in the United States with which the relevant interest payments are effectively connected;
(E) in the case of a Non-U.S. Lender that is not the beneficial owner of payments made under this Agreement (including a partnership or a participating Lender),






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(1) executed originals of IRS Form W-8IMY on behalf of itself and (2) the relevant forms             prescribed in clauses (A), (B), (C), (D) and (F) of this paragraph (f)(ii) that would be required         of each such beneficial owner or partner of such partnership if such beneficial owner or partner         were a Lender; provided , however , that if the Lender is a partnership and one or more of its             partners are claiming the exemption for portfolio interest under Section 881(c) of the Code,             such Lender may provide a U.S. Tax Certificate on behalf of each such partner; or
(F) any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction of, U.S. Federal withholding Tax together with such supplementary documentation as is necessary to enable the Borrowers or the Administrative Agent to determine the amount of Tax (if any) required by law to be withheld.
(iii) If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Withholding Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Withholding Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Withholding Agent as may be necessary for the Withholding Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA and, as necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.16(f)(iii), “FATCA” shall include any amendments made to FATCA after the Original Closing Date.
(g)    If any party determines, in its sole discretion exercised in good faith, that it has received a refund and/or credit of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including additional amounts paid pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid to such indemnifying party pursuant to the previous sentence (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay an amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,






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withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
(h)    Nothing contained in this Section 2.16 shall require the Administrative Agent, any Issuing Bank or any Lender (or permitted assignee or Participant) to make available any of its Tax returns or any other information that it deems to be confidential or proprietary, to any Loan Party or any other Person.
(i)    Each party’s obligations under this Section 2.16 shall survive any resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations under any Loan Document.
(j)    For purposes of Sections 2.16(e) and (f), the term “Lender” includes any Issuing Bank.
(k)    For purposes of this Section 2.16, the term “applicable law” includes FATCA.
(l)    For purposes of determining withholding Taxes imposed under FATCA, from and after the Restatement Effective Date, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Loan Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).
(m)    Without in any way affecting PTFI’s obligations under the other provisions of this Section 2.16, PTFI, at the request of any Lender (or permitted assignee or Participant), any Issuing Bank or the Administrative Agent, promptly furnish to such Lender (or permitted assignee or Participant), such Issuing Bank or the Administrative Agent any other information, documents and receipts that such Lender (or permitted assignee or Participant), such Issuing Bank or the Administrative Agent may require to establish to its satisfaction that full and timely payment has been made of all Indonesian Taxes required to be paid hereunder.
(n)    PTFI shall notify the Lenders (through the Administrative Agent) promptly upon becoming aware of the application or imposition, or scheduled future application or imposition, of Indonesian Taxes; and each Lender (if not theretofore notified by PTFI) shall notify PTFI of any such application or imposition which becomes known to its officers then supervising the Loans of such Lender hereunder as part of their normal duties and of any change of its lending office or establishment or closing of a branch in Indonesia by such Lender which would give rise to the application or imposition of Indonesian Taxes.
(o)    (i) Each Lender (or permitted assignee or Participant) having its principal office and applicable lending office outside of Indonesia (a “ Non-Indonesian Lender ”) shall use reasonably diligent efforts to deliver to PTFI appropriate forms, duly completed, evidencing such Non-Indonesian Lender’s entitlement (if any) under any applicable tax treaty to a reduced rate of withholding of




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Indonesian Taxes with respect to payments of interest on Loans of such Non-Indonesian Lender (which, in the case of any Non-Indonesian Lender that is organized under the laws of the United States or any State thereof, including the District of Columbia, shall be both IRS Form 6166 (or any successor form thereto) and Indonesian Tax Form DGT-2 (or any successor form thereto)) on or prior to (i) the 90th day following (A) the date hereof or (B) in the case of any such Non-Indonesian Lender that is a permitted assignee or Participant, the date such Non-Indonesian Lender becomes a permitted assignee or Participant, and (ii) the anniversary day, in each subsequent year, of the applicable date in subsection (i); provided that in the event a Non-Indonesian Lender is a disregarded entity for U.S. federal income tax purposes, such forms shall be delivered by such Lender’s parent; and provided further that, notwithstanding the foregoing, no Lender shall be required to obtain certification of Indonesian Tax Form DGT-2 (or any successor form or any similar form in connection with Indonesian Taxes) from any Governmental Authority in the country where such Lender is resident. Following delivery by a Non-Indonesian Lender to PTFI of the appropriate forms referenced in the preceding sentence of this Section 2.16(o), duly completed, PTFI is authorized to file such forms with the appropriate Indonesian taxing authorities in order to obtain a reduced rate of withholding of Indonesian Taxes with respect to payments of interest on Loans of such Non-Indonesian Lender.
(ii) Each Non-Indonesian Lender shall use reasonably diligent efforts to deliver to PTFI such certificates, forms or other documents as may be necessary under any other provision of applicable law (including any amendment, modification or supplement to IRS Form 6166 or such analogous form referred to in the second preceding sentence) to reduce the withholding rate of Indonesian Taxes with respect to payments of interest on Loans of such Non-Indonesian Lender on or by the 90th day following the date on which PTFI shall have delivered to such Non-Indonesian Lender written notice of the existence of such provision of applicable law together with a copy thereof (accompanied by a sworn English translation if such provision of applicable law is not in English); provided , however , that such Non-Indonesian Lender shall not be required to deliver any such certificate, form or other document that would, in the reasonable judgment of such Non-Indonesian Lender, be otherwise disadvantageous to such Non-Indonesian Lender; and provided further that such Non-Indonesian Lender shall have no obligation to deliver any such certificates, forms or other documents that it is not legally able to deliver or with respect to information deemed by such Non-Indonesian Lender to be confidential or proprietary.
SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Each Borrower shall make each payment required to be made by it hereunder or under any other Loan Document (whether of principal, interest, fees or reimbursements of LC Disbursements, or of amounts payable under Section 2.14, 2.15, 2.16 or otherwise) prior to the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 12:00 noon, New York City time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for






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purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be made to the Persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.
(b)    If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
(c)    If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to such Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against any Borrower rights of set-off and counterclaim with






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respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.
(d)    Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Issuing Bank hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e)    If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04, 2.05(c), 2.06(d) or (e), 2.17(d) or 9.03(c), or fail to purchase participations in the Loans of the other Lenders required to be purchased by it pursuant to Section 2.17(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.
SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)    If any Lender requests compensation under Section 2.14, or if any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any Lender has become a Defaulting Lender, or if any Lender has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.02 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then FCX may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate,





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without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to one or more assignees that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent, each Principal Issuing Bank and the Swingline Lender, which consents shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment will result in a material reduction in such compensation or payments, and (iv) in the case of any such assignment resulting from the failure to provide a consent, the assignee shall have given such consent and the fee required under Section 9.04(b)(ii)(C) shall have been paid by such assignee or by the Borrowers. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver, consent or approval by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
SECTION 2.19. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Revolving Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Revolving Lender is a Defaulting Lender:
(a)    commitment fees shall cease to accrue pursuant to Section 2.11(a) on the unused amount of the Revolving Commitment of such Defaulting Lender;
(b)    the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or any other requisite Lenders have taken or may take any action hereunder or under any other Loan Document (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); provided that any amendment, waiver or other modification requiring the consent of all Lenders or all Lenders affected thereby shall, except as otherwise provided in Section 9.02, require the consent of such Defaulting Lender in accordance with the terms hereof;
(c)    if any Swingline Exposure or LC Exposure exists at the time such Revolving Lender becomes a Defaulting Lender then:
(i)    so long as no Event of Default has occurred and is continuing, the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that the sum of all Non-Defaulting Lenders’ Revolving Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the sum of all Non-Defaulting





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Lenders’ Revolving Commitments; provided , that subject to Section 9.18, no reallocation            hereunder shall constitute a waiver or release of any claim of any party hereunder against a            Defaulting Lender arising from that Lender having become a Defaulting Lender, including any        claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased            exposure following such reallocation;
(ii)    if (x) an Event of Default has occurred and is continuing or (y) the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one Business Day following notice by the Administrative Agent (A) first, prepay the portion of such Defaulting Lender’s Swingline Exposure that has not been reallocated and (B) second, cash collateralize for the benefit of the Issuing Banks the portion of such Defaulting Lender’s LC Exposure that has not been reallocated in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;
(iii)    if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers shall not be required to pay participation fees to such Defaulting Lender pursuant to Section 2.11(b) with respect to such portion of such Defaulting Lender’s LC Exposure for so long as such Defaulting Lender’s LC Exposure is cash collateralized;
(iv)    if any portion of the LC Exposure of such Defaulting Lender is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Sections 2.11(a) and 2.11(b) shall be adjusted to give effect to such reallocation; and
(v)    if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all commitment fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Commitment utilized by such LC Exposure) and participation fees payable under Section 2.11(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks (and allocated among them ratably based on the amount of such Defaulting Lender’s LC Exposure attributable to Letters of Credit issued by each Issuing Bank) until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and
(d)    so long as such Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless in each case it is satisfied that the related exposure and the Defaulting Lender’s then outstanding Swingline Exposure or LC Exposure, as applicable, will be fully covered by the Revolving Commitments of the Non-Defaulting Lenders and/or cash collateral provided by the Borrowers in accordance with Section 2.19(c), and, so long as no Event of Default has occurred





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and is continuing, participating interests in any such funded Swingline Loan or in any such issued, amended, reviewed or extended Letter of Credit will be allocated among the Non-Defaulting Lenders in a manner consistent with Section 2.19(c)(i) (and such Defaulting Lender shall not participate therein).
In the event that (a) a Bankruptcy Event with respect to a Revolving Lender Parent shall have occurred following the date hereof and for so long as such Bankruptcy Event shall continue or (b) the Swingline Lender or any Issuing Bank has a good faith belief that any Revolving Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan, and no Issuing Bank shall be required to issue, amend, renew or extend any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrowers or such Revolving Lender satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.
In the event that the Administrative Agent, the Borrowers, the Swingline Lender and each Issuing Bank each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Loans in accordance with its Applicable Percentage.
SECTION 2.20. Incremental Revolving Commitments . (a) FCX may on one or more occasions, by written notice to the Administrative Agent, request, during the Incremental Revolving Commitment Period, the establishment of Incremental Revolving Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments established hereunder (other than those established pursuant to the First Amendment) shall not exceed $1,000,000,000. Each such notice shall specify (i) the date on which FCX proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (ii) the amount of the Incremental Revolving Commitments being requested (it being agreed that (A) any Lender approached to provide any Incremental Revolving Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment and (B) any Person that FCX proposes to become an Incremental Revolving Lender must be reasonably acceptable to the Administrative Agent, each Principal Issuing Bank and the Swingline Lender).
(b)    The terms and conditions of any Incremental Revolving Commitments and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be treated as a single







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class with such Revolving Commitments and Loans.
(c)    The Incremental Revolving Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by each Borrower, each Incremental Lender providing such Incremental Revolving Commitments and the Administrative Agent; provided that no Incremental Revolving Commitments shall become effective unless (i) no Default shall have occurred and be continuing at the time of, and immediately after giving effect to, the effectiveness of such Incremental Revolving Commitments, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such effectiveness, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, (iii) after giving effect to such Incremental Revolving Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof and assuming that all Incremental Revolving Commitments are fully drawn, the Borrowers shall be in pro forma compliance with the financial covenants set forth in Sections 6.06 and 6.07, (iv) the Borrowers shall make any payments required to be made pursuant to Section 2.15 in connection with such Incremental Revolving Commitments and the related transactions under this Section and (v) the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section.
(d)    Upon the effectiveness of an Incremental Revolving Commitment of any Incremental Revolving Lender, (i) such Incremental Revolving Lender shall be deemed to be a “Revolving Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii)(A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Revolving Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Revolving Lender and (B) the aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitment, the Revolving Exposure of the Incremental Revolving Lender holding such Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto.
(e)    On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental






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Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and funded participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment.
(f)    The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from FCX referred to in Section 2.20(a) and of the effectiveness of any Incremental Revolving Commitments, in each case advising the Lenders of the details thereof and of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.20(e).
ARTICLE III
Representations and Warranties
Each of the Borrowers represents and warrants to the Lenders on the Restatement Effective Date, the Original Closing Date (except for Section 3.18 hereof) and on each other date on which representations and warranties are made or deemed made hereunder that:
SECTION 3.01. Organization; Powers. Each Borrower, each Loan Party and each of FCX’s other Subsidiaries is duly organized and validly existing (except to the extent that the failure of such other Subsidiaries to be duly organized and validly existing would not, individually or in the aggregate, be expected to result in a Material Adverse Effect) and, to the extent applicable, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is in good standing under the laws of the jurisdiction of its organization, has, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, all requisite power and authority to carry on its business as now conducted and to execute, deliver and perform its obligations under each Loan Document to which it is a party and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is, to the extent applicable, in good standing in, every jurisdiction where such qualification is required.
SECTION 3.02. Authorization; Enforceability. The performance by each Loan Party of the Loan Documents to which it is a party, the Borrowings and the issuances of Letters of Credit hereunder and the Transactions to be entered into by each Loan Party are within such Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by each Borrower and constitutes, and


each other Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party, will constitute, a legal, valid and binding obligation of such Loan Party, enforceable in



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accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, concepts of reasonableness and general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 3.03. Governmental Approvals; No Conflicts. Except as set forth in Schedule 3.03, the performance by each Loan Party of the Loan Documents to which it is to be party, the Borrowings and the issuances of Letters of Credit hereunder and the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect and (ii) other consents, approvals, registrations, filings or actions the failure of which to obtain or make, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the charter, by‑laws or other organizational documents of FCX or any other Loan Party, (c) except to the extent that any such violations or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) will not violate any applicable law or regulation or any order of any Governmental Authority and (ii) will not violate or result in a default under any indenture, agreement or other instrument binding upon FCX or any of its Subsidiaries or its assets and (d) will not result in the creation or imposition of any Lien on any asset of FCX or any of its Subsidiaries.
SECTION 3.04. Financial Condition; No Material Adverse Change. (d) FCX has heretofore furnished to the Lenders (i) FCX’s consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2011, reported on by Ernst & Young LLP, independent registered public accountants and (ii) FCX’s unaudited consolidated balance sheet and consolidated statements of income, comprehensive income, equity and cash flows as of and for the nine months ending September 30, 2012. Such financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of FCX and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes in the case of such unaudited financial statements.
(e)    Except as set forth in Schedule 3.04(b), since December 31, 2011, there has been no material adverse change in (i) the business, operations or financial condition of FCX and its Subsidiaries, taken as a whole, (ii) the ability of any Loan Party to perform its obligations under any Loan Document or (iii) the rights of or benefits available to the Lenders under the Loan Documents.
SECTION 3.05. Properties. (n) Except to the extent that any failure to do so individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect and except for approvals from any Governmental Authority customarily obtained after the closing of sales or transfer involving assets in the Gulf of Mexico or the Pacific Ocean, FCX and each of its






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Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to its business, except for Liens permitted by Section 6.02.
(o)    Except to the extent that any such failure or infringement, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, FCX and each of its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by FCX and its Subsidiaries does not infringe upon the rights of any other Person.
SECTION 3.06. Litigation and Environmental Matters. (f) Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting FCX or any of its Subsidiaries that would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
(g)    Except for the Disclosed Matters and except for any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, neither FCX nor any of its Subsidiaries (i) has failed to comply with any applicable Environmental Law or to obtain, maintain or comply with any permit, license or other approval required for its operations or properties under any applicable Environmental Law, (ii) is obligated to remediate or correct any condition resulting from releases of Hazardous Materials or (iii) has received written notice of any claim with respect to any Environmental Liability.
SECTION 3.07. Compliance with Laws and Agreements. FCX and its Subsidiaries are in compliance in all material respects with all laws, regulations and orders of any Governmental Authority applicable to them or their properties and all indentures, agreements (including, in the case of PTFI, the Contract of Work) and other instruments binding upon them or their properties, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.08. Investment Company Status. No Loan Party is an “investment company” under the Investment Company Act of 1940.
SECTION 3.09. Taxes. FCX and its Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed by them and have paid or caused to be paid all Taxes required to have been paid by them, except (i) any Taxes that are being contested in good faith by appropriate proceedings and for which FCX or such Subsidiary, as applicable, has, to the extent required by GAAP, set aside on its books adequate reserves and (ii) returns and reports the non-filing of which, and Taxes the non-payment of which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.






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SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such Plans, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Financial Accounting Standards Codification Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans.
SECTION 3.11. Disclosure. The Confidential Information Materials and the other reports, financial statements, certificates and other information furnished in writing by the Borrowers or any of their representatives in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), are complete and correct in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements have been made. Notwithstanding the foregoing, it is understood and agreed that the periodic reports and other information of FCX filed with the SEC pursuant to Section 13 of the Exchange Act speak as of the date of such reports or other filings and not of any subsequent time and, therefore, the representation set forth in the first sentence of this paragraph is applicable to the information contained in such reports or other filings only as of the date of such reports or other filings. Additionally, notwithstanding anything to the contrary contained herein, the representation in the first sentence of this paragraph shall not apply to forward‑looking information contained in the filings made by FCX or PXP with the SEC pursuant to Section 13 of the Exchange Act, and the Borrowers shall have no liability with respect to such forward‑looking information, except to the extent that FCX would have liability to investors in its public securities under the Exchange Act after the application of Section 21E of the Exchange Act.
SECTION 3.12. Insurance. Schedule 3.12 sets forth a description of all material insurance maintained by or on behalf of FCX and its Subsidiaries as of the Original Closing Date. As of the Original Closing Date, all material premiums in respect of such insurance are current and such insurance is in full force and effect. FCX believes that the insurance maintained by or on behalf of FCX and its Subsidiaries is adequate.
SECTION 3.13. Labor Matters. As of the Original Closing Date, there are no strikes, lockouts or slowdowns against FCX or any Subsidiary pending or, to the knowledge of FCX, threatened, that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which FCX





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or any Subsidiary is a party that would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
SECTION 3.14. Federal Reserve Regulations. No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose which entails a violation (including on the part of any Lender) of Regulation U or X of the Board.
SECTION 3.15. Pari Passu Status . The Obligations of the Borrowers under this Agreement rank, and will rank, at least pari passu in right of payment with all unsecured, unsubordinated Indebtedness of the Borrowers.
SECTION 3.16. Status of PTFI for Tax Purposes . As of the Original Closing Date, PTFI is an “existing 80/20 company” within the meaning of Section 871(l) of the Code.
SECTION 3.17. Sanctions . None of (a) the Borrowers, any Subsidiary or, to the knowledge of any Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of any Borrower, any agent of any Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person.
SECTION 3.18. Solvency. Immediately after the consummation of the transactions to occur on the Restatement Effective Date as of such Restatement Effective Date, (a) the fair value of the assets of the Borrowers and the Subsidiaries, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the assets of the Borrowers and the Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Borrowers and the Subsidiaries, taken as a whole, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (d) the Borrowers and the Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged, as such business is conducted at the time of and is proposed to be conducted following the Restatement Effective Date.

ARTICLE IV
Conditions
SECTION 4.01.     [RESERVED]
SECTION 4.02.     [RESERVED] .
SECTION 4.03.     Each Credit Event. The obligation of each Lender to make a Loan, and of any Issuing Bank to issue, amend, extend or renew a Letter of Credit, is subject to receipt

of the request therefor in accordance herewith and to the satisfaction of the following conditions:



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(a)    With respect to any credit event after the Original Closing Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.
(b)    At the time of and immediately after giving effect to such Borrowing or issuance of such Letter of Credit, in each case after the Original Closing Date, as applicable, no Default shall have occurred and be continuing.
Each making of a Loan and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the applicable Borrower on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders and the Administrative Agent that:
SECTION 5.01. Financial Statements and Other Information. FCX will furnish to the Administrative Agent and each Lender (for purposes of this Section 5.01, each of FCX and PTFI is referred to as a “ Reporting Person ”):
(a)    within 90 days after the end of each fiscal year of such Reporting Person (or, so long as such Reporting Person shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Annual Report on Form 10-K of such Reporting Person for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), an audited consolidated balance sheet of such Reporting Person and its consolidated Subsidiaries and related consolidated statements of income, comprehensive income, equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other registered independent public accountants of recognized national standing (without a “going concern” or like


qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material



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respects the financial condition and results of operations of such Reporting Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that PTFI shall only be required to furnish such audited reports for any fiscal year to the extent otherwise available to PTFI, and if such audited reports are not otherwise available for any fiscal year, PTFI shall instead within 90 days after the end of such fiscal year, furnish an unaudited consolidated balance sheet of PTFI and its consolidated Subsidiaries and related unaudited consolidated statements of income, comprehensive income, equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of PTFI and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(b)    within 45 days after the end of each of the first three fiscal quarters of each fiscal year of such Reporting Person (or, so long as such Reporting Person shall be subject to periodic reporting obligations under the Exchange Act, by the date that the Quarterly Report on Form 10-Q of such Reporting Person for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), an unaudited consolidated balance sheet of such Reporting Person and its consolidated Subsidiaries and related consolidated statements of income as of the end of and for such fiscal quarter and related consolidated statements of income, comprehensive income, equity and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of such Reporting Person and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c)    concurrently with any delivery of financial statements of FCX under clause (a) or (b) above, a certificate of a Financial Officer of FCX (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.06 and 6.07, (iii) setting forth reasonably detailed calculations of Consolidated Net Income, Consolidated Total Assets, Consolidated Cash Interest Expense and Consolidated EBITDAX as at the end of and for the applicable fiscal period and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04(a) and, if any such change



has occurred, specifying the effect of such change on the financial statements accompanying            such certificate;



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(d)    concurrently with any delivery of financial statements under clause (a) above, a certificate of the accountants that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Event of Default under Sections 6.06 or 6.07 (which certificate may be limited to the extent required by accounting rules or guidelines);
(e)    promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials publicly filed by any Borrower with the SEC or any Governmental Authority succeeding to any or all of the functions of said Commission (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(f)    so long as PTFI is a Subsidiary, a copy of any amendment to the Contract of Work or Memorandum of Understanding within 30 days following the execution and delivery thereof;
(g)    promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of such Borrower or any Subsidiary, or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may reasonably request; and
(h)    in the case of FCX, within 180 days after the end of each fiscal year of FCX, a copy of the Voluntary Principles on Security and Human Rights, prepared in a manner consistent with FCX’s past practice.
Materials required to be delivered pursuant to clause (e) of this Section 5.01 shall be deemed to have been delivered on the date on which such materials are posted on the SEC’s website at www.sec.gov; provided that FCX shall promptly notify the Administrative Agent and the Lenders of any such posting.
SECTION 5.02. Notices of Material Events. Promptly after any Financial Officer of FCX obtains knowledge thereof, FCX will furnish to the Administrative Agent and each Lender written notice of the following:
(a)    the occurrence of any Default;
(b)    the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting FCX or any Subsidiary thereof that would reasonably be expected to result in a Material Adverse Effect;

(c)    the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect; and



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(d)    any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.
(e)     to the extent notice is required to be provided to the Administrative Agent and the Lenders (in each case as defined in the Term Loan Agreement) under the Term Loan Agreement, the entry into any definitive agreement with respect to a Disposition, together with a reasonably detailed calculation of the aggregate amount of Net Proceeds expected to be received upon the consummation of such Disposition,; and
(f)    to the extent notice is required to be provided to the Administrative Agent and the Lenders (in each case as defined in the Term Loan Agreement) under the Term Loan Agreement, the consummation of any Disposition, together with a reasonably detailed calculation of the aggregate amount of Net Proceeds received in connection with such Disposition.
Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of FCX setting forth the details of the event or development requiring such notice and, except with respect to clauses (e) and (f) above, any action taken or proposed to be taken with respect thereto.
SECTION 5.03. Existence; Conduct of Business. FCX will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence, except in the case of any Subsidiary other than PTFI, to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect, and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or, so long as PTFI is a Subsidiary, permitted by Section 9.16(c).
SECTION 5.04. Payment of Obligations. Each Borrower will, and will cause each of its Subsidiaries to, pay all Tax liabilities, before the same shall become delinquent or in default, except where (a)(i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make any such payments, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.05. Insurance. FCX will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies insurance in such amounts and against such risks as are customarily maintained by companies of established repute engaged in the

same or similar businesses operating in the same or similar locations (after giving effect to any self-insurance reasonable and customary for similarly situated companies).



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SECTION 5.06. Books and Records; Inspection and Audit Rights. Each Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account sufficient to permit the preparation of financial statements in accordance with GAAP. Each Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice and during normal business hours, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 5.06 and the Administrative Agent shall not exercise such rights more than two times during any calendar year absent the existence of an Event of Default and for one such time the reasonable expenses of the Administrative Agent in connection with such visit or inspection shall be for the Borrowers’ account; provided , further , that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the reasonable expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give each Borrower the opportunity to participate in any discussions with such Borrower’s independent accountants.
SECTION 5.07. Compliance with Laws; Environmental Reports. (a) Each Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(b)    Except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, each Borrower will, and will cause each Subsidiary to, (i) comply, in all material respects with all Environmental Laws applicable to its operations and properties, (ii) obtain and renew all permits required by Environmental Laws necessary for its operations and properties, and (iii) conduct any remedial or reclamation actions in compliance with applicable Environmental Laws; provided , however , that the Borrowers and the Subsidiaries shall not be required to undertake any remedial or reclamation action or obtain or renew any environmental permit, or comply with any Environmental Law to the extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves, in accordance with GAAP, are maintained in connection therewith. If any Borrower is in default of its obligations under this paragraph, the Borrowers will, at the request of the Required Lenders through the Administrative Agent, provide to the Lenders within 60 days after such request, at the expense of the Borrowers, an environmental site assessment report for the properties to which such default relates, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent and evaluating whether or not Hazardous Materials are likely to have been released at or to have adversely affected the


property, or otherwise resulted in Environmental Liability and the estimated cost of any compliance or remedial action in connection with such matters.



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(c)    With respect to the environmental report evaluating PTFI’s environmental practices at its properties in Indonesia and prepared by one or more reputable environmental consulting firms (an “ External Environmental Report ”), FCX shall deliver the voluntary External Environmental Report to the Administrative Agent within 30 days of delivery of the final such report to FCX, commencing with the report relating to the environmental evaluation that will be commenced during 2014. Thereafter, FCX shall deliver a copy of any subsequent voluntary External Environmental Report to the Administrative Agent within 30 days of delivery of the final such report to FCX. The voluntary External Environmental Reports shall be delivered to the Administrative Agent by FCX at three year intervals (though for the avoidance of doubt, delivery will in no event be required to be made on a specific date following such interval) unless the applicable Governmental Authority in Indonesia makes preparation of such a report mandatory, in which case, FCX shall provide such External Environmental Reports to the Administrative Agent at intervals as required by Indonesian law. The Borrowers will implement, as promptly as practicable after the receipt of any External Environmental Report, any recommendations contained in such report if the failure to implement such recommendations could reasonably be expected to result in a Material Adverse Effect.
(d)    To the extent a Borrower or any Subsidiary is not the operator of any Oil and Gas Property, no such Borrower or Subsidiary shall be obligated to directly perform any undertakings contemplated by the covenants and agreements contained in this Section 5.07 which are performable only by such operator and are beyond the control of such Borrower or Subsidiary, provided that such Borrower or Subsidiary shall be obligated to use commercially reasonable efforts to (i) enforce such operator’s contractual obligations to maintain, develop and operate the Oil and Gas Properties subject to the terms of such contractual obligations and (ii) cause such operator to comply with this Section 5.07.
SECTION 5.08. Use of Proceeds and Letters of Credit. At any time on or after the Original Closing Date, Letters of Credit and the proceeds of Revolving Loans and Swingline Loans will be used for working capital and other general corporate purposes, including acquisitions, of FCX and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation (including on the part of any Lender) of Regulation U or X of the Board. FCX shall ensure that at all times not more than 25% of the value of the assets subject to the provisions of Sections 6.02 and 6.03 will consist of Margin Stock (as defined in Regulation U of the Board); provided that FCX may permit such Margin Stock to exceed 25% of the value of the assets subject to the provisions of Sections 6.02 and 6.03 if FCX shall have otherwise put into place currently effective arrangements to ensure compliance with Regulation U and X and the Administrative Agent shall have received an opinion satisfactory to it as to such compliance from a law firm satisfactory to the Administrative Agent.



SECTION 5.09. Source of Interest. To the extent that PTFI continues to be characterized as a domestic corporation for the purposes of Section 861 of the Code, PTFI (a) will conduct its business so that PTFI meets the definition of “existing 80/20 company” within the meaning of Section 871(l) of the Code as in effect on the Effective Date, and so that interest paid on the Loans



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by PTFI to or for the account of any Lender (or permitted assignee or Participant) will be deemed to be interest paid by an existing 80/20 company within the meaning of Sections 871(i)(2)(B)(ii), 871(l) and 881(d) of the Code as in effect on the Effective Date, and (b) will use its best efforts (without undue cost) to conduct its business so that PTFI meets the definition of “existing 80/20 company” within the meaning of Section 871(l) of the Code (as it may be amended or substituted after the Effective Date), and so that interest paid on the Loans by PTFI to or for the account of any Lender (or permitted assignee or Participant) will be deemed to be interest paid by an existing 80/20 company within the meaning of Sections 871(i)(2)(B)(ii), 871(l) and 881(d) of the Code (as it may be amended or substituted after the Effective Date).
SECTION 5.10. Indonesian Translation . Within 180 days of the Restatement Effective Date, or such later date as determined in the sole discretion of the Administrative Agent, FCX shall have delivered a reasonably satisfactory Indonesian version of this Agreement to the Administrative Agent. This Agreement is executed in a text using the English language and the Indonesian language. Both texts are the same and effective as of the execution of this Agreement. Each of the parties hereto agrees that if there is any conflict between the English language text and the Indonesian language text of this Agreement, the English language text shall, to the extent permitted by applicable law, prevail. Each of the parties hereto confirms that it has read and understood the content and consequences of this Agreement and has no objection if the English language text prevails in the event of any such conflict.
SECTION 5.11. Guarantee Requirement. The Borrowers will, and will cause their Subsidiaries to, ensure that the Guarantee Requirement is at all times satisfied, and in connection therewith will, and will cause their Subsidiaries to, execute and deliver such documents, instruments and agreements, and take all corporate or other actions and all actions that may be required under any applicable laws or regulations or that the Administrative Agent may reasonably request, to cause the Guarantee Requirement to be satisfied, subject to Section 11.02.
SECTION 5.12. Springing Collateral Date . (a) If the Springing Collateral Date occurs, FCX shall, subject to (x) any applicable laws and any regulatory or other similar restriction in effect from time to time, (y) any contractual restrictions set forth on Schedule 5.12 , and (z) any New FMC Equity Restrictions and any New FMOG Equity Restrictions, use commercially reasonable efforts to (and shall cause its Subsidiaries to use commercially reasonable efforts to), on or prior to the Collateral Implementation Date, (i) secure the Obligations by perfected Liens on the Agreed Collateral Package pursuant to the Agreed Collateral Actions and (ii) implement the Agreed Subsidiary Holding Company Structure.



(b)     Fo r th e avoidance of do ub t, it is understood and agreed th at if the Required Lenders have not approved (in their s ol e discr et i on) an Ag re ed Co llat era l P ackage an d an Agree d Subsidiary Holdin g Co mp a ny Structure after the Restatement Effective Date and prior to the Collateral Im plementatio n D ate, any failure by FCX to comply, on or prior to th e Collateral Implementation Date , with its obligations in Section 5.12(a) above w ith respect to (i) the Agreed Collateral Package set forth



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on Schedule 1.01E hereto and (ii) the Agreed Subsidiary Holding Company Structure set forth on Schedule 1.01F hereto sha ll constitute an Even t of D efa ult hereunder .
(c)    Notwithstanding the foregoing provisions of this Section 5.12, if on June 30, 2016, (x) the Springing Collateral Date has not occurred and (y) FCX (together with its Subsidiaries) has not consummated Subject Dispositions providing Net Proceeds of at least $3,000,000,000 in the aggregate, then FCX shall, on or prior to such date, secure the Obligations by a perfected first-priority pledge of all the outstanding Equity Interests of FMC (or a direct or indirect Subsidiary of FMC that holds all of the assets of FMC then held by FCX and its Subsidiaries (other than assets that are not material as a whole) then held by FCX and its Subsidiaries; provided (i) that such pledge shall be released at the time that FCX (together with its Subsidiaries) has consummated Specified Dispositions providing Net Proceeds of at least $3,000,000,000 in the aggregate unless the Springing Collateral Date has otherwise occurred at such time and (ii) such pledge on any such Equity Interests that are sold to a Person that is not an Affiliate of FCX pursuant to a transaction that is permitted under this Agreement shall be automatically released upon the consummation of such transaction.
(d)    In connection with the foregoing provisions of this Section 5.12, FCX will, and will cause its Subsidiaries to, execute and deliver such documents, instruments and agreements, and take all corporate or other actions and all actions that may be required under any applicable laws or regulations or that the Administrative Agent or the Collateral Agent may reasonably request, to create and maintain perfected Liens on the Agreed Collateral Package pursuant to the Agreed Collateral Actions and to create and maintain the Agreed Subsidiary Holding Company Structure. Without limiting the foregoing, on or prior to the applicable Collateral Implementation Date, the Borrowers shall deliver to the Administrative Agent a completed perfection certificate in form and substance reasonably satisfactory to the Administrative Agent, signed by an executive officer of each Borrower, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to FCX and its Subsidiaries in the jurisdictions contemplated by the perfection certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02.
SECTION 5.13. Further Assurances . If any Subsidiary is formed or acquired after the Springing Collateral Date, FCX will, as promptly as practicable, and in any event within 30 days (or such longer period as the Administrative Agent may agree to in writing), (i) notify the Administrative Agent thereof, (ii) cause the Obligations to be secured by perfected Liens on the Equity Interests of, and any assets (including Equity Interests) owned by, such Subsidiary that would have been included in the


Agreed Collateral Package if such Subsidiary had been a Subsidiary as of the Springing Collateral Date and (iii) maintain the Agreed Subsidiary Holding Company Structure. In connection with the foregoing, FCX and each of its Subsidiaries will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, mortgages, deeds of trust and other documents), that may be required under any applicable law, or that the Administrative Agent may reasonably request (but only to the



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extent such would have been required under Section 5.12(d)), in order to comply with the foregoing provisions of this Section 5.13, all at the expense of the Borrowers. FCX will provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents.
ARTICLE VI
Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, and all Letters of Credit shall have expired or terminated and all LC Disbursements shall have been reimbursed, each Borrower covenants and agrees with the Lenders and the Administrative Agent that:
SECTION 6.01. Subsidiary Indebtedness .
(a)    Each Borrower will not permit any Subsidiary (other than any Subsidiary that is a Borrower at such time or (x) prior to April 1, 2017, or if the Springing Collateral Date occurs, any Existing Guarantor or (y) unless the Springing Collateral Date has occurred, on or after April 1, 2017, any Subsidiary Guarantor) to create, incur, assume or permit to exist any Indebtedness or Attributable Debt, except:
(i)    Guarantees of Indebtedness created under the Loan Documents;
(ii)    Indebtedness, including Guarantees, existing on the Original Closing Date and set forth in Schedule 6.01;
(iii)    Guarantees of Indebtedness of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Existing Guarantor) to the extent such Indebtedness is permitted under this Agreement;
(iv)    Indebtedness of any Subsidiary to FCX or any Subsidiary; provided that, (x) any Indebtedness in an aggregate principal amount in excess of $20,000,000 and owing by FCX or any Loan Party to any wholly-owned Subsidiary that is not a Loan Party shall be subject to an Intercompany Subordination Agreement and (y) if the Springing Collateral Date has occurred, any such Indebtedness owing to any Collateral Party in an aggregate principal amount in excess

of $20,000,000 shall be evidenced by a promissory note that shall have been pledged pursuant        to a Collateral Document;
(v)    Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into a Subsidiary in a transaction permitted hereunder) after the Original Closing Date; or Indebtedness of any Person that is assumed by any Subsidiary in connection with an acquisition of assets by such Subsidiary, provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary (or is so



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merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or such merger or consolidation) or such assets being acquired and (ii) no other Subsidiary (other than a Subsidiary into which the acquired Person is merged or any existing Subsidiary of the acquired Person) shall Guarantee or otherwise become liable for the payment of such Indebtedness, except to the extent that such Guarantee is incurred pursuant to Section 6.01(a)(ix);
(vi)    Indebtedness and Attributable Debt in respect of sale and leaseback transactions permitted by Section 6.04, in each case incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof but excluding Project Financings; provided that (i) any such Indebtedness or Attributable Debt is incurred within 180 days prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) any such Attributable Debt is incurred in accordance with Section 6.04;
(vii)    Project Financings and Guarantees thereof in each case by the direct or indirect parent or parents of the applicable Project Financing Subsidiary;
(viii)    letters of credit in connection with environmental assurances and reclamation, provided that the aggregate face amount of all outstanding letters of credit issued pursuant to this paragraph (viii), when taken together with the aggregate amount of cash and other assets of FCX and the Subsidiaries securing, in accordance with Section 6.02(k), (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims (other than cash and other assets of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) securing any letter of credit as to which any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) is the account party), shall not at any time exceed (x) prior to March 31, 2017, $500,000,000, and (y) from and after March 31, 2017, $1,250,000,000;
(ix)    other Indebtedness (including, for the avoidance of doubt, letters of credit in connection with environmental assurances and reclamation) and Attributable Debt in respect of sale and leaseback transactions permitted pursuant to Section 6.04, provided that, at the time of incurrence of any such Indebtedness and Attributable Debt and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to this paragraph (i), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt of any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor secured by a Lien pursuant to Section 6.02(l) and
(iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(o) shall not exceed (x) at any time prior to March 31, 2018, $1,500,000,000, and (y) at any time on or after March 31, 2018, the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets as of such time ( provided , however , that the limitations set forth in clauses (A) and (B) shall not restrict the incurrence of any Indebtedness or Attributable Debt under this paragraph (ix) which (1) is incurred to refinance Indebtedness or Attributable Debt previously incurred pursuant to this paragraph (ix) and (2) does not increase the outstanding principal amount of



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such refinanced Indebtedness or Attributable Debt by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing);
(x)    Guarantees of FMOG Indenture Debt, Senior Notes or Other Senior Debt to the extent required as a result of any Subsidiary of FMOG becoming a Subsidiary Guarantor;
(xi)    Indebtedness and Attributable Debt incurred in connection with the refinancing of any Indebtedness or Attributable Debt outstanding pursuant to Section 6.01(a)(ii), (v), (vi) or (vii), provided that such refinancing shall not increase the outstanding principal amount of the Indebtedness or Attributable Debt being refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;
(xii)    following the Collateral Implementation Date, or if FCX elects to (a) implement the Agreed Subsidiary Holding Company Structure with respect to FMC and (b) provide a guarantee of the Obligations by the immediate parent of New FMC Subsidiary, Indebtedness of FMC or any Subsidiary of FMC (other than New FMC Subsidiary, any Subsidiary of New FMC Subsidiary and the direct parent of New FMC Subsidiary); and
(xiii)    Guarantees by any Subsidiary Guarantor (including any Agreed Additional Guarantor) of the “Obligations” under the Term Loan Agreement
(b)    Notwithstanding anything to the contrary set forth in Section 6.01(a) and 6.02, from the Restatement Effective Date until March 31, 2017, the aggregate amount of Specified Debt/Liens shall not at any time exceed $250,000,000.
SECTION 6.02.     Liens. Each Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:
(a)    Permitted Encumbrances;
(b)    any Lien on any property or asset of FCX or any Subsidiary existing on the Original Closing Date and set forth in Schedule 6.02; provided that (i) any such Lien shall not apply to any other property or asset of FCX or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the Original Closing Date;

(c)    Liens on fixed or capital assets acquired, constructed or improved by FCX or any Subsidiary; provided that (i) such Liens secure Indebtedness or Attributable Debt incurred by FCX or any Subsidiary to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and Indebtedness assumed in connection with the acquisition of any such assets and secured by a Lien on any such assets prior to the acquisition thereof, but excluding Project Financings; provided that any such Attributable Debt is incurred in accordance with Section 6.04, (ii) such Liens and the Indebtedness or Attributable Debt secured thereby are incurred by FCX or such Subsidiary no earlier than 180 days prior to,



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and no later than 180 days after, the completion of such acquisition, construction or improvement, (iii) the principal amount of the Indebtedness or Attributable Debt secured thereby does not exceed by more than a de minimis amount the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of FCX or any Subsidiary;
(d)    Liens securing any Project Financing or any Guarantee thereof by any direct or indirect parent of the applicable Project Financing Subsidiary; provided that such Liens do not apply to any property or assets of FCX or any of the Subsidiaries other than the assets of the applicable Project Financing Subsidiary and Equity Interests in the applicable Project Financing Subsidiary or any direct or indirect parent thereof that holds no significant assets other than direct or indirect ownership interests in such Project Financing Subsidiary or assets related to, or ownership interests in Subsidiaries that hold assets related to, the operations of such Project Financing Subsidiary;
(e)    required margin deposits on, and other Liens on assets (other than Equity Interests) of, FCX or any Subsidiary securing obligations under Hedging Agreements entered into in the ordinary course of business to hedge or protect against actual or reasonably anticipated risks to which FCX or any Subsidiary is exposed in the conduct and financing of its business, and not in any event for speculation;
(f)    Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Subsidiary (or at the time FCX or any Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into any Subsidiary); provided , however , that such Liens are not created, incurred or assumed in anticipation of or in connection with such other Person becoming a Subsidiary (or such acquisition of such property, other assets or stock); and provided , further , that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured the obligations to which such Liens relate;



(g)    Liens on assets or property of FCX or any Subsidiary securing Indebtedness or other obligations of FCX or such Subsidiary owing to any Borrower or any Subsidiary Guarantor;
(h)    Liens securing any refinancing of Indebtedness or Attributable Debt that was previously so secured and permitted to be secured under this Agreement pursuant to Section 6.02(b), (c), (d) or (f); provided that (i) such Lien is limited to all or part of the same property or assets (plus improvements and accessions thereto) that secured the Indebtedness or Attributable Debt being refinanced at the time of such refinancing and (ii) such refinancing shall not increase



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the outstanding principal amount of the Indebtedness or Attributable Debt being refinanced by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing;
(i)    Liens incurred in the ordinary course of business with respect to obligations (other than Indebtedness for borrowed money) which do not exceed $750,000,000 at any one time outstanding;
(j)    the RTZ Interests;
(k)    Liens on cash and other assets securing (i) environmental assurance and reclamation claims and (ii) letters of credit in connection with environmental assurance and reclamation claims, provided that the aggregate amount of cash and other assets of FCX, PTFI and the other Subsidiaries subject to Liens under this paragraph (k) (other than cash or other assets of any Subsidiary (other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor) securing letters of credit as to which any Subsidiary (other than any Subsidiary that is a Borrower at such time or a Subsidiary Guarantor) is the account party), when taken together with the aggregate face amount of all outstanding letters of credit issued pursuant to Section 6.01(a)(viii), shall not at any time exceed (x) prior to March 31, 2017, $500,000,000, and (y) from and after March 31, 2017, $1,250,000,000;
(l)    Liens not expressly permitted by clauses (a) through (k) securing Indebtedness and Attributable Debt, provided that, at the time of incurrence of any such Indebtedness or Attributable Debt (or, if such Indebtedness or Attributable Debt was previously outstanding but unsecured, at the time of incurrence of any such Lien) and after giving effect thereto, the sum of (i) the aggregate principal amount of outstanding Indebtedness and Attributable Debt secured by a Lien pursuant to this paragraph (l), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to Section 6.01(a)(ix) and (iii) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to Section 6.02(o) shall not exceed (x) at any time prior to March 31, 2018, $1,500,000,000, and (y) at any time on or after March 31, 2018, the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets as of such time ( provided , however , that the limitations set forth in clauses (A) and (B) shall not


restrict the incurrence of any Lien under this paragraph (l) to secure Indebtedness or Attributable Debt which (1) is incurred to refinance Indebtedness or Attributable Debt previously incurred pursuant to this paragraph (l) and (2) does not increase the outstanding principal amount of such refinanced Indebtedness or Attributable Debt by more than the amount of accrued interest thereon and fees, expenses and premiums paid in connection with such refinancing);



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(m)    Liens on the receivables, metals and related assets subject to any Receivables Facility, Metalstream Transaction or other Indebtedness included in clause (j) of the definition of “Indebtedness”;
(n)    Liens on assets of any Subsidiary, other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor, securing Indebtedness and Attributable Debt permitted by Section 6.01(a) (including, for the avoidance of doubt, intercompany Indebtedness incurred under Section 6.01((a)(iv)); provided that if the Springing Collateral Date has occurred, such Lien shall not apply to any Collateral (including any Equity Interests in any Subsidiary that constitute Collateral);
(o)    Liens incurred with respect to obligations (other than Indebtedness for borrowed money); provided that, at the time of incurrence of any such Lien and after giving effect thereto, the sum of (i) the total book value (as would be reflected on a balance sheet prepared on a consolidated basis in accordance with GAAP) of all assets subject to any Lien pursuant to this paragraph (o), (ii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt secured by a Lien pursuant to Section 6.02(l) and (iii) the aggregate principal amount of outstanding Indebtedness and Attributable Debt incurred pursuant to Section 6.01(a)(ix) shall not exceed (x) at any time prior to March 31, 2018, $1,500,000,000, and (y) at any time on or after March 31, 2018, the greater of (A) $2,250,000,000 and (B) 7.5% of Consolidated Total Assets as of such time;
(p)    Liens on Collateral to secure (i) the Obligations and (ii) the “Obligations” under the Term Loan Agreement on a pari passu basis.
(q)    Liens on Collateral to secure the FMC Notes on a pari passu basis as contemplated by the Agreed Collateral Package;
(r)    Liens on Collateral to secure Indebtedness incurred pursuant to lines of credit of Atlantic Copper, S.L.U. or Guarantees thereof; provided that such Liens shall be pari passu to Liens incurred pursuant to Section 6.02(p) above and shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent;
(s)    (i) Liens on cash collateral to secure letters of credit issued for the benefit of Atlantic Copper, S.L.U. not to exceed $75,000,000 in the aggregate or (ii) following the Collateral Implementation Date, Liens on Collateral to secure any Guarantee by FCX of letters

of credit issued for the benefit of Atlantic Copper, S.L.U. not to exceed $75,000,000 in the aggregate; provided that such Liens under this clause (s)(ii) shall be pari passu to Liens incurred pursuant to Section 6.02(p) above and shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; and
(t)    Liens on Collateral to secure Indebtedness incurred pursuant to lines of credit of FCX in an aggregate principal amount not to exceed $150,000,000 or Guarantees thereof; provided that such Liens shall be pari passu to Liens incurred pursuant to Section 6.02(p) above



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and shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent.
SECTION 6.03. Fundamental Changes. (a) FCX will not, nor will it permit any Subsidiary to, effect any Proscribed Consolidation. “ Consolidation ” means the merger, consolidation, liquidation or dissolution of any Person with or into any other Person or the sale, transfer, lease or other disposition of all or substantially all the assets of any Person to another Person. “ Proscribed Consolidation ” means any Consolidation involving FCX in which FCX is not the surviving Person (the “ Successor Company ”) unless (i) the Successor Company will be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company will expressly assume, by an agreement executed and delivered to the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, all the obligations of FCX under the Loan Documents; and (ii) immediately after giving effect to such transaction, (y) no Event of Default shall have occurred and be continuing or would result therefrom and (z) the Borrowers would be in pro forma compliance with the Financial Covenants.
(b)    The Borrowers will not, and will not permit the Subsidiaries to, sell, transfer, lease or otherwise dispose of, in any transaction or series of related transactions, assets (including Equity Interests of Subsidiaries) constituting all or substantially all the assets of FCX and the Subsidiaries taken as a whole.
SECTION 6.04. Sale and Leaseback Transactions. Each Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”), except for (a) any such sale and leaseback of any fixed or capital assets that is made for cash consideration in an amount not less than the cost of such fixed or capital asset and is consummated within 180 days after FCX or any Subsidiary acquires or completes the construction of such fixed or capital asset; (b) any such sale and leaseback of Project Financing Assets as part of a Project Financing, provided in each case that such sale and leaseback is solely for cash; and (c) any sale and leaseback of fixed or capital assets; provided that the aggregate amount of the Attributable Debt in respect of such sale and leaseback transactions under this clause (c) is permitted (i) in the case of FCX, any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor, to be secured by a Lien pursuant to Section


6.02(l) and (ii) in the case of any Subsidiary, other than any Subsidiary that is a Borrower at such time or any Subsidiary Guarantor, to be incurred pursuant to Section 6.01(a)(ix).
SECTION 6.05. Fiscal Year. FCX will not change its fiscal year to end on any date other than December 31.
SECTION 6.06. Total Leverage Ratio. The Borrowers will not permit the Total Leverage Ratio on the last day of any fiscal quarter (a) ending during the period from and including



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March 31, 2016 through and including September 30, 2016, to exceed 8.00 to 1.00, (b) ending on December 31, 2016, to exceed 6.00 to 1.00, (c) ending during the period from and including March 31, 2017 through and including December 31, 2017, to exceed 4.25 to 1.00 and (d) ending on or after March 31, 2018, to exceed 3.75 to 1.00.
SECTION 6.07. Interest Expense Coverage Ratio. The Borrowers will not permit the ratio of (a) Consolidated EBITDAX to (b) Consolidated Cash Interest Expense, in each case for any period of four consecutive fiscal quarters, to be less than 2.25 to 1.00.
SECTION 6.08. Anti-Corruption Laws and Sanctions – Use of Proceeds . No proceeds of any Borrowing or Letter of Credit shall be used (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country.
SECTION 6.09. Preferred Equity Interests . Prior to the earlier of (a) the Collateral Implementation Date and (b) March 31, 2017, the Borrowers will not permit any Subsidiary to create, issue, incur or permit to exist any Preferred Equity Interest of any Subsidiary.
SECTION 6.10. Restricted Payments . Prior to March 31, 2017, FCX will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, other than (a) Restricted Payments consisting of distributions or dividends in the form of additional common Equity Interests of FCX and stock splits; (b) issuances of common Equity Interests of FCX upon the exercise of options or warrants, including cashless exercises in respect thereof; (c) cash payments in lieu of fractional shares in connection with Restricted Payments permitted by clause (a) or (b) above; (d) cash payments in respect of taxes in connection with Restricted Payments permitted by clause (b) above and (e) payments of regularly scheduled dividends on any series of preferred stock issued by FCX so long as a portion of the Net Proceeds from the issuance of such preferred stock have been applied to prepay Loans (as defined in the Term Loan Agreement) under the Term Loan Agreement in an aggregate principal amount not less than the lesser of (x) the aggregate principal amount of the Loans then outstanding and (y) the greater of (1) 25% of the Net Proceeds of such preferred stock and (2) an amount equal to the aggregate amount of regularly scheduled dividends



on such preferred stock during the first three years after the issuance of such preferred stock.
SECTION 6.11. Certain Transfers . Neither FCX nor any Subsidiary shall sell, transfer, lease or otherwise dispose of any asset that is Collateral (or that would constitute Collateral if the Collateral Implementation Date occurred) outside of the ordinary course of business to FCX or any other Subsidiary if such asset would no longer constitute Collateral (or would not be required to constitute Collateral if the Collateral Implementation Date occurred) or would no longer be subject to (or be required to be subject to) a perfected Lien to secure the Obligations with the same priority that



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exists (or would be required to exist if the Collateral Implementation Date occurred) prior to giving effect to any such sale, transfer, lease or other disposition; provided that FMOG, FOGI (or any successor to FMOG or FOGI) and any of their respective Subsidiaries may transfer assets to an FMOG Alternate Entity (as defined in Schedule 1.01E) or any Subsidiary thereof in connection with the consummation of a sale, transfer, lease or other disposition permitted hereunder of such assets, or of Equity Interests in any such FMOG Alternate Entity, in each case to a Person who is not an Affiliate of FCX.
ARTICLE VII
Events of Default
If any of the following events (“ Events of Default ”) shall occur:
(a)    any Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b)    any Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;
(c)    any representation or warranty made or deemed made by or on behalf of any Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(d)    any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with respect to the existence of any Borrower), 5.09, 5.12(a) or in Article VI;


(e)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to FCX (which notice will be given at the request of any Lender);
(f)    (i) default shall be made with respect to any Material Indebtedness if the effect of any such default shall be to accelerate, or to permit the holder or obligee of any such Material Indebtedness (or any trustee on behalf of such holder or obligee) to accelerate, the stated



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maturity of such Material Indebtedness or, in the case of Hedging Agreements, require the payment of any net termination value in respect thereof or, in the case of Project Financings, permit foreclosure upon, or require FCX or any Subsidiary to repurchase the related Project Financing Assets; or (ii) any amount of principal or interest of any Material Indebtedness or any payment under a Hedging Agreement constituting Material Indebtedness, in each case regardless of amount, shall not be paid when due, whether at maturity, by acceleration or otherwise (after giving effect to any period of grace specified in the instrument evidencing or governing such Material Indebtedness);
(g)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower or any Significant Subsidiary (each, a “ Material Company ”) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Material Company or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(h)     any Material Company shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Material Company or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for the benefit of creditors;
(i)    any Material Company shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(j)    one or more judgments for the payment of money in an aggregate amount in excess of $175,000,000 shall be rendered against any Borrower, any Subsidiary or any


combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Borrower or any Subsidiary to enforce any such judgment;
(k)    an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;



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(l)    any Guarantee under any Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party in writing not to be, a valid and enforceable Guarantee;
(m)     any Governmental Authority shall condemn, seize, nationalize, assume the management of, or appropriate any material portion of the property, assets or revenues of any Borrower or any Subsidiary (either with or without payment of compensation);
(n)    any Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by any Collateral Party not to be, a valid and perfected Lien on any material Collateral, with the priority required by the applicable Collateral Document, except as a result of (i) a sale or transfer of the applicable Collateral in a transaction permitted under the Loan Documents, (ii) the release thereof as provided in the applicable Collateral Document or (iii) the Collateral Agent’s failure to maintain possession of any stock certificate, promissory note or other instrument delivered to it under any Collateral Document;
(o)    a Change in Control shall occur; or
(p)    the applicable Borrower shall fail to provide cash collateral in respect of any outstanding Letter of Credit having an expiration date after the fifth Business Day prior to the Maturity Date, by the date that is 30 days prior to the Maturity Date, in an amount equal to 102% of the LC Exposure in respect of such Letter of Credit and otherwise in compliance with Section 2.06(c);
then, and (i) in every such event (other than an event with respect to any Borrower described in clause (g), (h) or (p) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take any or all of the following actions, at the same or different times:  (x) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (y) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment,


demand, protest or other notice of any kind, all of which are hereby waived by each Borrower and (z) exercise any or all the remedies then available under the Loan Documents; and (ii) in case of any event with respect to any Borrower described in clause (g), (h) or (p) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower.



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ARTICLE VIII
The Agents
Each of the Lenders and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors to serve as administrative agent and collateral agent under the Loan Documents, and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s behalf. No Borrower nor any Subsidiary shall have rights as a third-party beneficiary of any such provisions.
Each of the Agents hereunder shall have the same rights and powers in its capacity as a Lender or an Issuing Bank as any other Lender or Issuing Bank and may exercise the same as though it were not an Agent, and such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders.
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or to exercise any discretionary power, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion, could expose the Administrative Agent to liability or be


contrary to any Loan Document or applicable law, and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or in the absence of its own gross negligence or wilful misconduct, as determined by a court of competent jurisdiction by a final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by FCX, a



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Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not have any liability arising from (A) any confirmation of the Revolving Exposure or the component amounts thereof, (B) any confirmation of the aggregate Revolving Exposure attributable to Loans made to PTFI and Letters of Credit issued at the request of PTFI or of the component amounts thereof or (C) any determination as to whether a Letter of Credit constitutes a Financial Letter of Credit or a Performance Letter of Credit.
The Administrative Agent shall be entitled to rely, and shall not incur any liability for relying, upon any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof). The Administrative Agent also shall be entitled to rely, and shall not incur any liability for relying, upon any statement made to it orally or by telephone and believed by it to be made by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the signatory, sender or authenticator thereof), and may act upon any such statement prior to receipt of written confirmation thereof. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


The Administrative Agent may perform any of and all its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of and all their duties and exercise their rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
Subject to the terms of this paragraph, the Administrative Agent may resign at any time from its capacity as such. In connection with such resignation, the Administrative Agent shall give notice of its intent to resign to the Lenders, the Issuing Banks and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the



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Borrowers, to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Banks and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents, including in its capacity as the Collateral Agent, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent or the Collateral Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required to be


made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall also directly be given or made to each Lender and each Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (a) above.
Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon either Agent, any person listed on the cover page of this Agreement as an arranger, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such



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documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon either Agent, any person listed on the cover page of this Agreement as an arranger, or any other Lender or Issuing Bank, or any of the Related Parties of any of the foregoing, and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Each Lender, by delivering its signature page to this Agreement on or prior to the Original Closing Date, or delivering its signature page to an Assignment and Assumption or an Incremental Facility Agreement pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Original Closing Date.
Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.08 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the foregoing provisions.
The Secured Parties irrevocably authorize the Collateral Agent, at its option and in its discretion, to subordinate any Lien on any property granted to or held by the Administrative Agent



under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02(c). Neither the Administrative Agent not the Collateral Agent shall be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Collateral Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
Notwithstanding anything herein to the contrary, neither the Syndication Agent nor any Person named on the cover page of this Agreement as an arranger or a documentation agent shall have any duties or obligations under this Agreement or any other Loan Document (except in its capacity, as applicable, as a Lender or an Issuing Bank), but all such Persons shall have the benefit of the indemnities provided for hereunder.



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The provisions of this Article are solely for the benefit of the Agents, the Lenders and the Issuing Banks, and none of the Borrowers nor any other Loan Party or Collateral Party shall have any rights as a third party beneficiary of any such provisions.
ARTICLE IX
Miscellaneous
SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(i)    if to any Borrower, to it at Freeport-McMoRan Inc., 333 N. Central Avenue, Phoenix, AZ 85004, Attention of Treasurer (Telecopy No. (602) 366-7321);
(ii)    if to the Administrative Agent or the Collateral Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 Stanton Christiana Road, 3rd Floor, Newark, Delaware 19713-2107, Attention of Richard McCloskey (Telecopy No. (302) 634-1417), with a copy to JPMorgan Chase Bank, N.A., 383 Madison Avenue, New York, New York 10179, Attention of Peter Predun (Telecopy No. (212) 270-5100);
(iii)    if to the Swingline Lender, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 500 Stanton Christiana Road, 3rd Floor, Newark, Delaware 19713-2107, Attention of Richard McCloskey (Telecopy No. (302) 634-1417), with a copy to the Administrative Agent as provided under clause (ii) above;



(iv)    if to any Issuing Bank, to it at the address most recently specified by it in a notice delivered to the Administrative Agent and the Borrowers, with a copy to the Administrative Agent as provided under clause (ii) above; and
(v)    if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.
(b)    Notices and other communications to the Lenders hereunder may be delivered pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communication pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.



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(c)    Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
SECTION 9.02. Waivers; Amendments. (a) No failure or delay by any Agent, any Lender or any Issuing Bank in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Agents, the Lenders and the Issuing Banks hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, extension or renewal of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.
(b)    Except as provided in Section 2.20, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by each of the Borrowers and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of the Lender

holding such Loan or participating in such LC Disbursement or for whose account such principal, interest or fee is payable, (iii) postpone the maturity of any Loan, or the required date of reimbursement of any LC Disbursement under Section 2.06, or any date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of the Lender holding such Loan or Commitment or participating in such LC Disbursement or for whose account such interest or fee is payable, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change any of the provisions of this Section or the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit or revolving commitments pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolving Commitments



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on the date hereof), (vi) except as expressly provided for in the Loan Documents, release all or substantially all the Subsidiary Guarantors from their Guarantees, if any, under the Loan Documents or limit the liability of all or substantially all the Subsidiary Guarantors in respect of such Guarantees, without the written consent of each Lender or (vii) release all or substantially all the Collateral from the Liens of the Collateral Documents, without the written consent of each Lender (except as expressly provided in Section 9.16 or the applicable Collateral Document (including any such release by the Administrative Agent in connection with any sale or other disposition of the Collateral upon the exercise of remedies under the Collateral Documents), it being understood that an amendment or other modification of the type of obligations secured by the Collateral Documents shall not be deemed to be a release of the Collateral from the Liens of the Collateral Documents), provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of any Agent, any Issuing Bank or the Swingline Lender without the prior written consent of such Agent, such Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by each of the Borrowers, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement any remaining Commitment and/or Revolving Exposure of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) no consent with respect to any amendment, waiver or other modification of this Agreement or any other Loan Document shall be required of (i) any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be affected by such amendment, waiver or other modification



(c)    Notwithstanding anything herein to the contrary, the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Collateral Party from any covenant of such Collateral Party set forth in any Collateral Document to the extent such departure is consistent with the authority of the Administrative Agent set forth in the definition of the term “Agreed Collateral Actions”.
SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) Each Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by each Agent and its Affiliates, including the reasonable and documented fees, charges and disbursements of counsel for each Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out‑of‑pocket expenses incurred by each Issuing Bank in connection with the issuance, amendment, extension or renewal of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by any Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any counsel for any Agent, any Issuing Bank or any Lender, in



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connection with the enforcement or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b)    Each Borrower agrees to indemnify each Agent, each Lender and each Issuing Bank, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, other than losses, claims, damages, liabilities and related costs and expenses arising from a release of Hazardous Materials or Environmental Liability (except releases of Hazardous Materials or Environmental Liabilities actually caused by any Borrower or any of its Subsidiaries or any of their respective tenants, contractors or agents) to the extent (and only to the extent) first occurring and first existing after title to the relevant real property or facility is vested in any Agent or Lender or other party after the completion of foreclosure proceedings or the granting of a deed-in-lieu of foreclosure or similar transfer of title, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the

foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.
(c)    To the extent that any Borrower fails to pay any amount required to be paid by it to any Agent under paragraph (a) or (b) of this Section (but without affecting such Borrower’s obligations thereunder), each Lender severally agrees to pay to the applicable Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent in its capacity as such. For purposes of the immediately preceding sentence, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures and unused Revolving Commitments at the time. To the extent that the Borrower fails to pay any amount required to be paid by it to any Issuing Bank under paragraph (a) or (b) of this Section (but without affecting the



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Borrower’s obligations thereunder), each Revolving Lender severally agrees to pay to the applicable Issuing Bank such Revolving Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Issuing Bank in its capacity as such. For purposes of the immediately preceding sentence, a Revolving Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposures and unused Revolving Commitments at the time. The obligations of the Lenders under this paragraph (c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the Lenders’ obligations under this paragraph (c)). If any action, suit or proceeding arising from any of the foregoing is brought against any Lender, any Agent, any Issuing Bank or other Person indemnified or intended to be indemnified pursuant to this Section 9.03, the Borrowers, to the extent and in the manner directed by such indemnified party, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated by the Borrowers (which counsel shall be satisfactory to such Lender, such Agent, such Issuing Bank or other Person indemnified or intended to be indemnified). If the Borrowers shall fail to do any act or thing which they have covenanted to do hereunder or any representation or warranty on the part of the Borrowers contained in this Agreement shall be breached, any Lender, any Issuing Bank or any Agent may (but shall not be obligated to) do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose. Any and all amounts so expended by any Lender, any Issuing Bank or any Agent shall be repayable to it by the Borrowers immediately upon such Person’s demand therefor.




(d)    To the extent permitted by applicable law, no Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.
(e)    All amounts due under this Section shall be payable not later than 10 days after written demand therefor.
SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) a Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties



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hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than any natural person) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment or LC Exposure and the Loans at the time owing to it) with the prior consent (such consent not to be unreasonably withheld or delayed, it being understood that the Borrowers may withhold their consent to an assignment to a Lender that would, as of the effective date of such assignment, be entitled to claim compensation under Section 2.14 which the assignor Lender would not be entitled to claim as of that date) of:
(A) the Borrowers, the Swingline Lender and each Principal Issuing Bank; provided that no consent of any Borrower shall be required for an assignment to a Revolving Lender or to an Affiliate of a Revolving Lender having credit ratings equal to or better than the credit ratings of such Revolving Lender, or, if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing, any other assignee; provided further that the Borrowers shall be deemed to have consented to any such assignment unless they object thereto by written notice to the Administrative Agent within ten Business Days after having received noticed thereof; and
(B) the Administrative Agent.



(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall (1) be an integral multiple of $5,000,000 and (2) not be less than $10,000,000 unless each of the Borrowers and the Administrative Agent otherwise consent; provided that no such consent of any Borrower shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article VII has occurred and is continuing; and provided further that simultaneous assignments in respect of a Lender and its Approved Funds shall be aggregated for purposes of such requirement;
(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;



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(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, payable by either the assignee or the assignor ( provided that only one such fee shall be payable in respect of simultaneous assignments by a Lender and its Approved Funds); and
(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any Tax forms required by Section 2.16(f).
For purposes of this Section 9.04(b), the terms “Approved Fund” and “CLO” have the following meanings:
Approved Fund ” means (a) a CLO and (b) with respect to any Lender that is a fund that invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.
CLO ” means an entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course and is administered or managed by a Lender or an Affiliate of such Lender.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be


released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv) The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Agents, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Agent, any Issuing Bank and (as to its own interest) any Lender, at any reasonable time and from time to time upon reasonable prior notice.



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(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall, on behalf of the Borrowers, accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(c) Any Lender may, without the consent of, or notice to, the Borrowers, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment or LC Exposure and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the Borrowers, the Agents, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) such Lender will continue to give prompt attention to and process (including, if required, through discussions with Participants) requests for waivers or amendments hereunder. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or



instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.16(f) (it being understood that the documentation required under Section 2.16(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.17 and 2.18 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.14 or 2.16, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose



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all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(d) Any Lender may, without the consent of the Borrowers, the Swingline Lender, each Principle Issuing Bank or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any

investigation made by any such other party or on its behalf and notwithstanding that any Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
SECTION 9.06. Integration; Effectiveness. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to any Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective as provided in the Amendment and Restatement Agreement.
SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of



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the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of their respective Affiliates, is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations at any time owing (although such obligations may be unmatured) by such Lender or Issuing Bank or Affiliate to or for the credit or the account of any Borrower against any of and all the obligations then due of any Borrower now or hereafter existing under this Agreement. The applicable Lender or Issuing Bank shall notify the Borrowers and the Administrative Agent of such setoff and application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender, each Issuing Bank and its Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, Issuing Bank and Affiliates may have.
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process; Sovereign Immunity. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.



(b)    Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Borrower or its properties in the courts of any jurisdiction.
(c)    Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.



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(d)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the



construction of, or be taken into consideration in interpreting, this Agreement.
SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, trustees, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any actual or prospective assignee of or Participant in any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower or any other Loan Party and its obligations, (g) with the consent of the Borrowers, (h) to any credit insurance provider relating to the Borrowers and their Obligations or (i) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than any Borrower. For the purposes of this Section, “ Information ” means all information



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received from or on behalf of any Borrower relating to any Borrower or its business, other than any such information that is available to any Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by any Borrower. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.13. Judgment Currency . The specification of payment in dollars and in New York City, New York, with respect to amounts payable to any Lender (or permitted assignee or Participant), any Agent or any Issuing Bank hereunder and under the other Loan Documents is of the essence, and dollars shall be the currency of account in all events. The payment obligations of a Borrower under this Agreement or any other Loan Document shall not be discharged by an amount paid by such Borrower in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to dollars and transfer to New York City under normal banking procedures does not yield the amount of dollars in New York City due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in dollars into another currency (the “ second currency ”), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase dollars with the second currency on the Business Day next preceding that on which such judgment is rendered. The obligation of a Borrower in respect of any such sum due from such Borrower to any



Agent, any Issuing Bank or any Lender (or permitted assignee or Participant) hereunder or under any other Loan Document (an “ entitled person ”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such entitled person of any sum adjudged to be due hereunder or under any other Loan Document in the second currency such entitled person may in accordance with normal banking procedures purchase in the free market and transfer to New York City dollars with the amount of the second currency so adjudged to be due; and each Borrower hereby agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such entitled person against, and to pay such entitled person on demand, in dollars in New York City, the difference between the sum originally due to such entitled person from such Borrower in dollars and the amount of dollars so purchased and transferred.
SECTION 9.14. Patriot Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the requirements of the Patriot Act, it may be required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with the Patriot Act. Each Borrower agrees to provide the Lenders, upon request, with all documentation and other information required from time to time to be obtained by the Lenders pursuant to applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act.



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SECTION 9.15. No Fiduciary Relationship. The Borrowers, on behalf of themselves and the Subsidiaries, agree that in connection with all aspects of the transactions contemplated hereby and any communications in connection therewith, the Borrowers, the Subsidiaries and their Affiliates, on the one hand, and the Agents, the Lenders, the Issuing Banks and their Affiliates, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents, the Lenders, the Issuing Banks or their Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.
SECTION 9.16. Release of Liens and Guarantees; Rejurisdictioning of PTFI. (a) A Subsidiary Guarantor shall automatically be released from its obligations under the Loan Documents upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders (or such greater number of Lenders as may be required under Section 9.02) shall have consented to such transaction and the terms of such consent did not provide otherwise. In connection with any release pursuant to this Section, the Administrative Agent shall promptly execute and deliver to any Subsidiary Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release.




(b)    All security interests created by the Collateral Documents in Collateral owned by a Collateral Party (other than a Borrower) shall be automatically released upon the consummation of any transaction permitted by this Agreement as a result of which such Collateral Party ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Collateral Party (other than to FCX or any other Subsidiary) of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Collateral Document in any Collateral pursuant to Section 9.02, the security interests in such Collateral created by the Collateral Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Collateral Agent shall execute and deliver to any Collateral Party, at such Collateral Party’s expense, all documents that such Collateral Party shall reasonably request to evidence such termination or release.
(c)    Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent or the Collateral Agent.
(d)    Notwithstanding any provision of any Loan Document to the contrary PTFI may elect at any time to effect a transaction in which it will cease to be domesticated under the laws of Delaware as a corporation and shall become solely a limited liability company organized under the laws of the Republic of Indonesia; provided that if PTFI shall cease to be domesticated under the laws of Delaware as a corporation and shall become solely a limited liability company organized under the laws



114


of the Republic of Indonesia, PTFI shall designate, appoint and empower FCX as its process agent to receive for and on its behalf service of process in any legal action or proceeding arising out of or relating to this Agreement.
SECTION 9.17. Non-Public Information. (a) Each Lender acknowledges that all information furnished to it pursuant to this Agreement from the Borrowers or on their behalf and relating to the Borrowers, the Subsidiaries or their respective businesses may include material non-public information concerning the Borrowers and the Subsidiaries or their securities, and confirms that it has developed compliance procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with the procedures and applicable law, including Federal and state securities laws.
(b)    All such information, including requests for waivers and amendments, furnished by the Borrowers or the Administrative Agent pursuant to, or in the course of administering, this Agreement will be syndicate-level information, which may contain material non-public information about the Borrowers and the Subsidiaries and their securities. Accordingly, each Lender represents to the Borrowers and the Administrative Agent that it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws.


SECTION 9.18. Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(i)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(ii)    the effects of any Bail-in Action on any such liability, including, if applicable:
(a)    a reduction in full or in part or cancellation of any such liability;
(b)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or



115


(c)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
The following terms shall for purposes of this Section have the meanings set forth below:
Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (a) or (b) of this definition and is subject to consolidated supervision with its parent.

EEA Member Country ” means any member state of the European Union, Iceland, Liechtenstein and Norway.
EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
ARTICLE X
Co-Borrower Obligations

SECTION 10.01.     Joint and Several Liability. (a) In consideration of the establishment of the Commitments and the making of the Loans and issuance of the Letters of Credit hereunder, and of the benefits to each of the Borrowers that are anticipated to result therefrom, each of the Borrowers agrees that, subject to paragraph (b) below, but notwithstanding any other provision contained herein or in any other Loan Document, it will be a co-borrower hereunder and shall be fully



116


liable for all of the Obligations, both severally and jointly with the other Borrowers. Accordingly, each Borrower irrevocably agrees with each Lender and the Administrative Agent and their respective successors and assigns that such Borrower will make prompt payment in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the Obligations, strictly in accordance with the terms thereof. Each of the Borrowers hereby further agrees that if any Loan Party shall fail to pay in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) any of the Obligations, then the Borrowers will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.
(b)     Notwithstanding paragraph (a) above or any other provision herein or in any other Loan Document to the contrary, PTFI shall have no liability for any Obligations other than the Specified PTFI Obligations. FCX hereby acknowledges the foregoing limitation, and agrees that FCX shall be liable for all Obligations, regardless of whether such Obligations are Specified PTFI Obligations or otherwise. If at any time PTFI ceases to be eligible to effect a Borrowing or request the issuance of Letters of Credit for its own account or for the account of any of its subsidiaries pursuant to

Section 10.02(h), FCX and PTFI shall remain liable for the Specified PTFI Obligations then outstanding, which shall be payable in accordance with the terms hereof
SECTION 10.02. Obligations Unconditional. (a) The obligations of each of the Borrowers under Section 10.01 hereof are absolute and unconditional irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any Borrower under this Agreement or any other Loan Document, or any substitution, release or exchange of any other guarantee of or security for any of the Obligations, and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section that the joint and several obligations (subject, in the case of PTFI for so long as PTFI is a Subsidiary, to Section 10.01(b) above) of the Borrowers hereunder shall be absolute and unconditional under any and all circumstances. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the joint and several liability of any Borrower hereunder:
(i)    at any time or from time to time, without notice to any Borrower, the time for any performance of or compliance with any of the Obligations shall be extended, or such performance or compliance shall be waived;
(ii)    any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; or
(iii)    the maturity of any of the Obligations shall be accelerated or delayed, or any of the Obligations shall be modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein or therein shall be waived or any other guarantee of any of the Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with.



117


(b)     Certain Waivers. Each of the Borrowers hereby expressly waives diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Borrower under this Agreement or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Obligations.
(c)     Reinstatement. The obligations of each of the Borrowers under this Article X shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Borrower in respect of the Obligations is rescinded or must be otherwise restored by any holder of any of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.
(d)     Remedies. Each of the Borrowers agrees that, as between the Borrowers, in their capacity as co-obligors with joint and several liability, and the Lenders, the obligations of any Borrower under this Agreement may be declared to be forthwith due and payable as provided in Article

VII hereof (and shall be deemed to have become automatically due and payable in the circumstances provided in said Article VII) for purposes of Section 10.01 hereof notwithstanding any stay, injunction or other prohibition preventing such declaration (or preventing such obligations from becoming automatically due and payable) as against any Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by such Borrower) shall forthwith become due and payable by the other Borrowers, in their capacity as co-obligor, for purposes of such Section 10.01.
(e)     Continuing Obligation. Each of the agreements of the Borrowers in this Article X is a continuing agreement and undertaking, and shall apply to all Obligations whenever arising.
(f)     Standstill. Upon payment by either of the Borrowers of any sums as provided under Section 10.01, all rights, if any, of such paying Borrower against the other Borrowers arising as a result thereof by way of subrogation or otherwise shall in all respects be irrevocably waived prior to the indefeasible payment in full in cash of all of the Obligations.
(g)     Borrower Resignation . FMOG will cease to be a Borrower hereunder (and may thereafter be released from its obligations as a Borrower under this Agreement) (the “ Co-Borrower Resignation ”) at such time, if any, as (and only for such periods as) FMOG (i) no longer has any obligations in respect of (A) any FMOG Indenture Debt and any refinancing Indebtedness in respect thereof or (B) any bank credit facility or other capital market indebtedness, in each case in an amount in excess of $500,000,000 and (ii) no longer guarantees any obligations of FCX in respect of (and is no longer a co-borrower under) the Term Loan Agreement, the Senior Notes or any Other Senior Debt, provided that for all purposes hereunder and under the other Loan Documents such Co-Borrower Resignation shall only become effective on the date that each of the following conditions has been met (the “ Co-Borrower Resignation Date ”):



118


(i)    FCX shall have delivered to the Administrative Agent a written notice of such Co-Borrower Resignation at least 10 Business Days in advance of (but not more than 30 days in advance of) the Co-Borrower Resignation Date, specifying the intended Co-Borrower Resignation Date;
(ii)    at the time of and after giving effect to such Co-Borrower Resignation, the Borrowers shall be in pro forma compliance with Sections 6.01 and 6.02;
(iii)    at the time of and after giving effect to such Co-Borrower Resignation, (A) no Default or Event of Default shall have occurred and be continuing, and (B) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of the intended Co-Borrower Resignation Date, except where such representations and warranties expressly relate to an earlier date, in which case such


representations and warranties shall have been true and correct in all material respects as of such earlier date; and
(iv)    FCX shall have delivered to the Administrative Agent a certificate of a Financial Officer of FCX, dated as of the Co-Borrower Resignation Date, certifying as to the matters specified in clauses (ii) and (iii) above and setting forth reasonably detailed calculations demonstrating compliance with clause (ii) above.
(h)     Termination of Rights to Borrowings and Letters of Credit . Notwithstanding anything herein to the contrary, PTFI shall not be eligible to effect a Borrowing or request the issuance of Letters of Credit for its account or for the account of any of its subsidiaries from and after the date upon which FCX provides written notice to the Administrative Agent to such effect.
ARTICLE XI Subsidiary Guarantors
SECTION 11.01. Designation of Subsidiary Guarantors . FCX may designate any Subsidiary (other than a Borrower and any Subsidiary that, at the time, is already a Required Subsidiary Guarantor) as a Subsidiary Guarantor (a “ Guarantor Designation ”), provided that, for purposes of Sections 6.01 and 6.02, such Designation shall only become effective on the date that each of the following conditions has been met (the “ Guarantor Designation Date ”):
(a)    FCX shall have delivered to the Administrative Agent a written notice of such Guarantor Designation at least 10 Business Days in advance of (but not more than 30 days in advance of) the Guarantor Designation Date, specifying the Subsidiary subject to the Guarantor Designation;
(b)    at the time of and after giving effect to such Guarantor Designation on the Guarantor Designation Date, the Borrowers shall be in pro forma compliance with Sections 6.01 and 6.02;



119


(c)    such Subsidiary shall have executed and delivered to the Administrative Agent a Guarantee Agreement (or a supplement thereto), and such Guarantee Agreement shall be in full force and effect;
(d)    the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of its execution of and performance of its obligations under the applicable Guarantee Agreement, and any other legal matters relating to the Guarantor Designation and reasonably requested by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;


(e)    the Administrative Agent shall have received a favorable opinion (addressed to the Agents, the Issuing Banks and the Lenders and dated the Guarantor Designation Date) from each of (i) New York counsel and (ii) if reasonably requested by the Administrative Agent (and in all cases where the applicable Subsidiary is organized under the laws of a jurisdiction outside of the United States of America), local counsel, and such opinions shall be reasonably satisfactory to the Administrative Agent and cover such matters relating to the Guarantor Designation as the Administrative Agent may reasonably request; and
(f)    FCX shall have delivered to the Administrative Agent a certificate of a Financial Officer of FCX, dated as of the Guarantor Designation Date, certifying as to the matters set forth in clauses (b) and (c) above and setting forth reasonably detailed calculations demonstrating compliance with clause (b) above.
SECTION 11.02. Optional Guarantor Terminations . FCX may elect to terminate any Guarantee of the Obligations by any Subsidiary Guarantor (other than any Agreed Additional Guarantor) (a “ Guarantor Termination ”), provided that, (i) no such Guarantor Termination shall be given or take effect with respect to any Subsidiary that is at the time a Required Subsidiary Guarantor, and (ii) for all purposes hereunder and under the other Loan Documents, including under any Guarantee Agreement, such Guarantor Termination shall only become effective on the date that each of the following conditions has been met (the “ Guarantor Termination Date ”):
(a)    FCX shall have delivered to the Administrative Agent a written notice of such Guarantor Termination at least 10 Business Days in advance of (but not more than 30 days in advance of) the Guarantor Termination Date, specifying (i) the Subsidiary subject to such Guarantor Termination and (ii) the intended Guarantor Termination Date;
(b)    at the time of and after giving effect to such Guarantor Termination, the Borrowers shall be in pro forma compliance with Sections 6.01 and 6.02;
(c)    at the time of and after giving effect to such Guarantor Termination, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material



120


respects on and as of the intended Guarantor Termination Date, except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and
(d)    FCX shall have delivered to the Administrative Agent a certificate of a Financial Officer of FCX, dated as of the Guarantor Termination Date, certifying as to the matters specified in clauses (b) and (c) above and setting forth reasonably detailed calculations demonstrating compliance with clause (b) above.
[ Remainder of Page Intentionally Left Blank ]




Exhibit 10.38
FREEPORT-McMoRan INC.
DIRECTOR COMPENSATION
(as of January 1, 2016)

Cash Compensation

Each non-management director of Freeport-McMoRan Inc. receives an annual fee of $75,000. The non-executive chairman of the board receives an additional annual fee of $50,000 paid in shares of our common stock. Committee chairs receive an additional annual fee as follows: Audit Committee, $25,000; Compensation Committee, $20,000; Nominating and Corporate Governance Committee, $15,000; and Corporate Responsibility Committee, $15,000. Each committee member, excluding the chair of each committee, receives an additional annual fee as follows: Audit Committee members, $12,500; Compensation Committee members, $10,000; Nominating and Corporate Governance Committee, $7,500; and Corporate Responsibility Committee, $7,500. Executive Committee members do not receive an additional annual fee. Each director also receives reimbursement for reasonable out-of-pocket expenses incurred in attending board and committee meetings.

Equity-Based Compensation; Deferrals

Non-management directors currently receive annual equity awards payable solely in restricted stock units, with the number of restricted stock units granted determined by dividing $170,000 by the closing sale price of our common stock on June 1st, the grant date, or the previous trading day if no sales occur on that date, and rounding down to the nearest hundred shares. The restricted stock units vest in one installment on the first anniversary of the grant date. Each restricted stock unit entitles the director to receive one share of our common stock upon vesting. Dividend equivalents are accrued on the restricted stock units on the same basis as dividends are paid on our common stock and include market rate interest. The dividend equivalents are only paid upon vesting of the restricted stock units. In addition, in connection with an initial election to the board other than at an annual meeting, a director may receive a pro rata equity grant.

Non-management directors may elect to exchange all or a portion of their annual fee for an equivalent number of shares of our common stock on the payment date, based on the fair market value of our common stock on the date preceding the payment date. Non-management directors may also elect to defer all or a portion of their annual fee, and such deferred amounts will accrue interest at a rate equal to the prime commercial lending rate announced from time to time by JPMorgan Chase (compounded quarterly), and shall be paid out at such time or times as directed by the director.

Frozen and Terminated Retirement Plan

We have a retirement plan for the benefit of certain of our non-management directors who reach age 65. In April 2008, the Board amended the plan to freeze the maximum annual benefit at $40,000, except as provided below, and to terminate the plan for future directors. Under the retirement plan, an eligible director will be entitled to an annual benefit up to a maximum of $40,000, depending on the number of years the retiree served as a non-management director for us or our predecessors. The benefit is payable from the date of retirement until the retiree’s death. Each eligible director who was also a director of our former parent and who did not retire from that board of directors, will receive upon retirement from our board an additional annual benefit of $20,000, which is also payable from the date of retirement until the retiree’s death. This additional benefit is not subject to the $40,000 maximum annual benefit described above.



{N3181643.2}



Exhibit 12.1
FREEPORT-McMoRan INC.

COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(in millions except ratios)
 
For the years ended December 31,
 
 
2015
 
2014
 
2013
 
2012
 
2011
 
 
 
 
 
 
 
 
 
 
 
 
(Loss) income before income taxes and equity in affiliated companies' net (losses) earnings
$
(14,021
)
 
(424
)
 
4,913

 
5,486

 
8,818

 
Amortization of previously capitalized interest
71

 
55

 
45

 
41

 
36

 
Less capitalized interest
(215
)
 
(235
)
 
(174
)
 
(81
)
 
(109
)
 
Less preferred dividends of a consolidated subsidiary
(47
)
 
(53
)
 
(31
)
 

 

 
 
 
 
 
 
 
 
 
 
 
 
(Losses) earnings from continuing operations before fixed charges
$
(14,212
)
 
(657
)
 
4,753

 
5,446

 
8,745

 
 
 
 
 
 
 
 
 
 
 
 
Fixed charges:
 
 
 
 
 
 
 
 
 
 
Interest expense, net of capitalized interest
$
646

 
673

 
550

 
180

 
301

 
Capitalized interest
215

 
235

 
174

 
81

 
109

 
Amortization of debt expenses, premiums and and discounts
(1
)
 
(42
)
 
(32
)
 
7

 
11

 
Interest portion of rental expense
23

 
27

 
23

 
22

 
23

 
Preferred dividends of a consolidated subsidiary
47

 
53

 
31

 

 

 
 
 
 
 
 
 
 
 
 
 
 
Total fixed charges
$
930

 
946

 
746

 
290

 
444

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted earnings
(13,282
)
 
289

 
5,499

 
5,736

 
9,189

 
 

 

 

 

 

 
Ratio of earnings to fixed charges a
$

b  

c  
7.4

 
19.8

 
20.7

 
 
 
 
 
 
 
 
 
 
 
 

a.
For purposes of computing the consolidated ratio of earning to fixed charges, earnings consist of (loss) income before income taxes and equity in affiliated companies' net (losses) earnings. Noncontrolling interests were not deducted from earnings as all such subsidiaries had fixed charges. Fixed charges consist of interest (including capitalized interest) of all indebtedness; amortization of debt discounts, premiums and expenses; the portion of rental expense that FCX believes to be representative of interest; and preferred stock dividends of a consolidated subsidiary. The ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of earnings to fixed charges for the years presented because no shares of preferred stock were outstanding during these years.
b.
As a result of the loss recorded in 2015, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of $14.2 billion to achieve coverage of 1:1 in 2015.
c.
As a result of the loss recorded in 2014, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of $657 million to achieve coverage of 1:1 in 2014.







Exhibit 21.1

List of Subsidiaries of
Freeport-McMoRan Inc.
 
 
 
 
Entity(1)
Jurisdiction of Organization
Cyprus Amax Minerals Company
Delaware
FCX Oil & Gas Inc.
Delaware
Freeport-McMoRan Exploration & Production LLC
Delaware
Freeport-McMoRan Morenci Inc.
Delaware
Freeport-McMoRan Oil & Gas LLC
Delaware
Freeport Minerals Corporation
Delaware
Plains Offshore Operations Inc.
Delaware
PT Freeport Indonesia
Indonesia
Sociedad Minera Cerro Verde S.A.A.
Peru
 
 
 
 
(1)
Omitted from this list are subsidiaries that, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2015.





Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

1)
Registration Statement (Form S-8 No. 333-85803) pertaining to the Freeport-McMoRan Copper & Gold Inc. 1999 Stock Incentive Plan,
2)
Registration Statement (Form S-8 No. 333-105535) pertaining to the Freeport-McMoRan Copper & Gold Inc. 2003 Stock Incentive Plan,
3)
Registration Statement (Form S-8 No. 333-115292) pertaining to the Freeport-McMoRan Copper & Gold Inc. 2004 Director Compensation Plan,
4)
Registration Statement (Form S-8 No. 333-136084) pertaining to the Freeport-McMoRan Copper & Gold Inc. 2006 Stock Incentive Plan,
5)
Registration Statement (Form S-8 No. 333-141358) pertaining to the Phelps Dodge 2003 Stock Option and Restricted Stock Plan and the Phelps Dodge 1998 Stock Option and Restricted Stock Plan,
6)
Registration Statement (Form S-8 No. 333-147413) pertaining to the Amended and Restated Freeport-McMoRan Copper & Gold Inc. 2006 Stock Incentive Plan,
7)
Registration Statement (Form S-8 No. 333-189047) pertaining to the Plains Exploration & Production Company 2010 Incentive Award Plan; the Plains Exploration & Production 2004 Stock Incentive Plan; the McMoRan Exploration Co. Amended and Restated 2008 Stock Incentive Plan; the McMoRan Exploration Co. 2005 Stock Incentive Plan, as amended and restated; the McMoRan Exploration Co. 2004 Director Compensation Plan, as amended and restated; the McMoRan Exploration Co. 2003 Stock Incentive Plan, as amended and restated; the McMoRan Exploration Co. 2001 Stock Incentive Plan, as amended and restated; the McMoRan Exploration Co. 2000 Stock Incentive Plan, as amended and restated; the McMoRan Exploration Co. 1998 Stock Option Plan, as amended and restated; and the McMoRan Exploration Co. 1998 Stock Option Plan for Non-Employee Directors, as amended and restated, and;
8)
Registration Statement (Form S-3 No. 333-206257) pertaining to the Freeport-McMoRan Inc. 2015 Automatic Shelf Registration Statement;

of our reports dated February 26, 2016 , with respect to the consolidated financial statements and schedule of Freeport-McMoRan Inc. (formerly Freeport-McMoRan Copper & Gold Inc.), and the effectiveness of internal control over financial reporting of Freeport-McMoRan Inc. included in this Annual Report (Form 10-K) for the year ended December 31, 2015 .

/s/ Ernst & Young LLP

Phoenix, Arizona
February 26, 2016



Exhibit 23.2







CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the references in this Annual Report on Form 10-K for the year ended December 31, 2015, of Freeport-McMoRan Inc., including the Notes to the Consolidated Financial Statements included in such Form 10-K, to all references to our firm name and to our reserves reports prepared for Freeport-McMoRan Inc. and its subsidiaries (collectively the "Company"), relating to the estimated quantities of certain of the Company's proved and probable reserves of oil and gas and present values thereof as of December 31, 2015. We also hereby consent to the incorporation by reference of such reports in the Registration Statements on Form S-3 (333-206257) and Forms S-8 (333-85803, 333-105535, 333-115292, 333-136084, 333-141358, 333-147413 and 333-189047) of the Company.




NETHERLAND, SEWELL & ASSOCIATES, INC.


     By:     /s/ Danny D. Simmons
     Danny D. Simmons, P.E.
          President and Chief Operating Officer


Houston, Texas
February 26, 2016



Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.










TBPE REGISTERED ENGINEERING FIRM F-1580                           FAX (713) 651-0849
1100 LOUISIANA STREET SUITE 4600         HOUSTON, TEXAS 77002-5294      TELEPHONE (713) 651-9191

Exhibit 23.3

















CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS



We hereby consent to the references in this Annual Report on Form 10-K for the year ended December 31, 2015, of Freeport-McMoRan Inc., including the Notes to the Consolidated Financial Statements included in such Form 10-K, to all references to our firm name and to our reserve reports prepared for Freeport-McMoRan Inc. and its subsidiaries (collectively the “Company”), relating to the estimated quantities of certain of the Company’s proved and probable reserves of oil and gas and present values thereof as of December 31, 2015. We also hereby consent to the incorporation by reference of such reports in the Registration Statements on Form S-3 (333-206257) and Forms S-8 (333-85803, 333-105535, 333-115292, 333-136084, 333-141358, 333-147413 and 333-189047) of the Company.


/s/ Ryder Scott Company, L.P.


RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580





Houston, Texas
February 26, 2016












SUITE 600, 1015 4TH STREET, S.W. CALGARY, ALBERTA T2R 1J4    TEL (403) 262-2799          FAX (403) 262-2790
621 17TH STREET, SUITE 1550    DENVER, COLORADO 80293-1501    TEL (303) 623-9147         FAX (303) 623-4258


Exhibit 24.1







Freeport-McMoRan Copper & Gold Inc.

Secretary’s Certificate

I, Douglas N. Currault II, Secretary of Freeport-McMoRan Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), do hereby certify that the following resolution was duly adopted by the Board of Directors of the Corporation at a meeting held on December 13, 1988, and that such resolution has not been amended, modified or rescinded and is in full force and effect on the date hereof:

RESOLVED, That any report, registration statement or other form filed on behalf of this corporation pursuant to the Securities Exchange Act of 1934, or any amendment to any such report, registration statement or other form, may be signed on behalf of any director or officer of this corporation pursuant to a power of attorney executed by such director or officer.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Corporation on February 3, 2015.




 
/s/ Douglas N. Currault II
 
Douglas N. Currault II
 
Secretary



Seal






Exhibit 24.2

POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Robert A. Day
 
Robert A. Day









POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint KATHLEEN L. QUIRK his true and lawful attorney-in-fact to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Richard C. Adkerson
 
Richard C. Adkerson






POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in her capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON her true and lawful attorney-in-fact to execute, deliver and file, for and on behalf of her, in her name and in her capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorney full power and authority to do and perform each and every act and thing whatsoever that said attorney may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Kathleen L. Quirk
 
Kathleen L. Quirk









POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 3, 2015.



 
/s/ C. Donald Whitmire, Jr.
 
C. Donald Whitmire, Jr.












POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Gerald J. Ford
 
Gerald J. Ford











POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Jon C. Madonna
 
Jon C. Madonna






POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Dustan E. McCoy
 
Dustan E. McCoy








POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in her capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, her true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of her, in her name and in her capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Lydia H. Kennard
 
Lydia H. Kennard









POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in her capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, her true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of her, in her name and in her capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Frances Fragos Townsend
 
Frances Fragos Townsend









POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Andrew Langham
 
Andrew Langham








POWER OF ATTORNEY


BE IT KNOWN: That the undersigned, in his capacity or capacities as an officer and/or a member of the Board of Directors of Freeport-McMoRan Inc., a Delaware corporation (the “Company”), does hereby make, constitute and appoint RICHARD C. ADKERSON AND KATHLEEN L. QUIRK, and each of them acting individually, his true and lawful attorney-in-fact with power to act without the other and with full power of substitution, to execute, deliver and file, for and on behalf of him, in his name and in his capacity or capacities as aforesaid, an Annual Report of the Company on Form 10-K for the year ended December 31, 2015, and any amendment or amendments thereto and any other document in support thereof or supplemental thereto, and the undersigned hereby grants to said attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that said attorney or attorneys may deem necessary or advisable to carry out fully the intent of the foregoing as the undersigned might or could do personally or in the capacity or capacities as aforesaid, hereby ratifying and confirming all acts and things which said attorney or attorneys may do or cause to be done by virtue of this Power of Attorney.


EXECUTED on February 2, 2016.



 
/s/ Courtney Mather
 
Courtney Mather








Exhibit 31.1
Certification

I, Richard C. Adkerson, certify that:

1.
I have reviewed this annual report on Form 10-K of Freeport-McMoRan Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: February 26, 2016
 
/s/  Richard C. Adkerson
 
Richard C. Adkerson
 
Vice Chairman,
 
President and Chief Executive Officer




Exhibit 31.2
Certification

I, Kathleen L. Quirk, certify that:

1.
I have reviewed this annual report on Form 10-K of Freeport-McMoRan Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Dated: February 26, 2016
 
/s/  Kathleen L. Quirk
 
Kathleen L. Quirk
 
Executive Vice President,
 
Chief Financial Officer and Treasurer




Exhibit 32.1


Certification Pursuant to 18 U.S.C. Section 1350
(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)


In connection with the Annual Report on Form 10-K of Freeport-McMoRan Inc. (the “Company”) for the year ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard C. Adkerson, as Vice Chairman, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: February 26, 2016
 
/s/  Richard C. Adkerson
 
Richard C. Adkerson
 
Vice Chairman,
 
President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification shall not be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.







Exhibit 32.2


Certification Pursuant to 18 U.S.C. Section 1350
(Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)


In connection with the Annual Report on Form 10-K of Freeport-McMoRan Inc. (the “Company”) for the year ending December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Kathleen L. Quirk, as Executive Vice President, Chief Financial Officer and Treasurer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Dated: February 26, 2016
 
/s/  Kathleen L. Quirk
 
Kathleen L. Quirk
 
Executive Vice President,
 
Chief Financial Officer and Treasurer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification shall not be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended.






Exhibit 95.1

Mine Safety and Health Administration (MSHA) Safety Data

FCX's U.S. mining operations are subject to regulations issued by MSHA under the U.S. Federal Mine Safety and Health Act of 1977 (the Mine Act). MSHA inspects our U.S. mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders can be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed. The number of citations, orders and proposed assessments varies depending on the size and type (underground or surface) of the mine, among other factors.

The following disclosures have been provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Act).

Mine Safety Data . Following provides additional information about references used in the table below to describe the categories of violations, orders or citations issued by MSHA under the Mine Act:

Section 104 S&S Citations : Citations issued by MSHA under Section 104(a) of the Mine Act for violations of health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.

Section 104(b) Orders : Orders issued under Section 104(b) of the Mine Act, which represent a failure to abate a citation under Section 104(a) within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

Section 104(d) Citations and Orders : Citations and orders issued by MSHA under Section 104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards. These types of violations could significantly and substantially contribute to a serious injury; however, the conditions do not cause imminent danger (refer to discussion of imminent danger orders below).

Section 110(b)(2) Violations : Flagrant violations identified by MSHA under Section 110(b)(2) of the Mine Act. The term flagrant with respect to a violation is defined as “a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have expected to cause, death or serious bodily injury.”

Section 107(a) Orders : Orders issued by MSHA under Section 107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed. Orders issued under Section 107(a) of the Mine Act require the operator of the mine to cause all persons (except authorized persons) to be withdrawn from the mine until the imminent danger and the conditions that caused such imminent danger cease to exist.





The following table details the violations, citations and orders issued to us by MSHA during the year ended December 31, 2015 :

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Potential
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
to Have
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pattern of
 
Pattern of
 
 
 
 
 
 
 
 
Section
 
 
 
 
 
 
 
 
 
Violations
 
Violation
 
 
 
 
Section
 
Section
 
104(d)
 
Section
 
Section
 
 
 
Mining
 
Under
 
Under
 
 
 
 
104 S&S
 
104(b)
 
Citations
 
110(b)(2)
 
107(a)
 
Proposed
 
Related
 
Section
 
Section
 
 
 
 
Citations
 
Orders
 
and Orders
 
Violations
 
Orders
 
Assessments (2)
 
Fatalities
 
104(e)
 
104(e)
Mine ID (1)
 
Mine or Operation Name
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
 
($)
 
(#)
 
(yes/no)
 
(yes/no)
0200137
 
Freeport-McMoRan Bagdad Inc. (Bagdad)
 
59

 

 

 

 

 
119,023

 

 
No
 
No
2900708
 
Freeport-McMoRan Chino Mines Company (Chino)
 
9

 

 

 

 

 
7,929

 

 
No
 
No
0200112
 
Freeport-McMoRan Miami Inc. (Miami)
 
2

 

 

 

 

 
1,544

 

 
No
 
No
0200024
 
Freeport-McMoRan Morenci Inc. (Morenci)
 
75

 

 

 

 

 
295,842

 

 
No
 
No
0203131
 
Freeport-McMoRan Safford Inc. (Safford)
 
5

 

 

 

 

 
9,811

 

 
No
 
No
0200144
 
Freeport-McMoRan Sierrita Inc. (Sierrita)
 
10

 

 

 

 

 
32,584

 

 
No
 
No
2900159
 
Tyrone Mine (Tyrone)
 
3

(3)  
2

 

 

 

 
3,729

 

 
No
 
No
0500790
 
Henderson Operations (Henderson)
 
17

 
4

 

 

 

 
41,228

 

 
No
 
No
0502256
 
Climax Mine (Climax)
 
21

 

 
4

 

 

 
61,141

 

 
No
 
No
 
 
Freeport-McMoRan Cobre Mining Company:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2900725
 
Open Pit & Continental Surf Comp
 

 

 

 

 

 
200

 

 
No
 
No
2900731
 
Continental Mill Complex
 
1

 

 

 

 

 
1,092

 

 
No
 
No
0201656
 
Copper Queen Branch
 

 

 

 

 

 
200

 

 
No
 
No
0202579
 
Cyprus Tohono Corporation
 

 

 

 

 

 
200

 

 
No
 
No
0203262
 
Twin Buttes Mine
 

 

 

 

 

 

 

 
No
 
No
2902395
 
Chieftain 2100 Screening Plant
 

 

 

 

 

 

 

 
No
 
No
0203254
 
Warrior 1800 Screening Plant
 

 

 

 

 

 

 

 
No
 
No
(1)
MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities.
(2)
Amounts represent the total dollar value of proposed assessments received on or before February 19, 2016 , for citations or orders issued by MSHA during the year ended December 31, 2015 . FCX is contesting approximately $135 thousand of these proposed assessments.
(3)
During the year ended December 31, 2015 , Tyrone was issued a 104(a) citation that was subsequently vacated.











Pending Legal Actions . The table below provides a summary of legal actions pending before the Federal Mine Safety and Health Review Commission (the Commission) involving FCX's U.S. mining operations as of December 31, 2015 , as well as the aggregate number of legal actions instituted and resolved during the year 2015 . The Commission is an independent adjudicative agency established by the Mine Act that provides administrative trial and appellate review of legal disputes arising under the Mine Act. These cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. The following provides additional information of the types of proceedings that may be brought before the Commission:
Contest Proceedings - A contest proceeding may be filed by an operator to challenge the issuance of a citation or order issued by MSHA.
Civil Penalty Proceedings - A civil penalty proceeding is an administrative proceeding that may be filed by an operator to challenge a civil penalty MSHA has proposed for an alleged violation contained in a citation or order. The validity of the citation may be challenged in this proceeding as well.
Discrimination Proceedings - Involves a miner's allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint. Also includes temporary reinstatement proceedings involving cases in which a miner has filed a complaint with MSHA stating that he or she has suffered discrimination and the miner has lost his or her position.
Compensation Proceedings - A compensation proceeding may be filed by miners entitled to compensation when a mine is closed by certain closure orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation, if any, due to miners idled by the orders.
Temporary Relief - Applications for temporary relief are applications filed under section 105(b)(2) of the Mine Act for temporary relief from any modification or termination of any order.
Appeals - An appeal may be filed by an operator to challenge judges decisions or orders to the commission, including petitions for discretionary review and review by the commission on its own motion.
 
 
Legal Actions Pending at December 31, 2015 2
 
 
 
 
 
 
 
Contest
 
Civil Penalty
 
Discrimination
 
Compensation
 
Temporary
 
 
 
 
 
Legal Actions
 
Legal Actions
 
 
 
Proceedings
 
Proceedings
 
Proceedings
 
Proceedings
 
Relief
 
Appeals
 
Total
 
Instituted (2)
 
Resolved (3)
 
Mine ID (1)
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
 
(#)
 
0200137
 

 

 

 

 

 

 

 

 

 
2900708
 
2

 
10

 

 

 

 

 
12

 

 
1

 
0200112
 

 

 

 

 

 

 

 

 

 
0200024
 
2

 
1

 

 

 

 

 
3

 
1

 
1

 
0203131
 

 

 

 

 

 

 

 

 

 
0200144
 

 

 

 

 

 

 

 

 

 
2900159
 

 

 

 

 

 

 

 

 

 
0500790
 

 

 

 

 

 

 

 

 

 
0502256
 

 
4

 

 

 

 

 
4

 

 

 
2900725
 

 

 

 

 

 

 

 

 

 
2900731
 

 
1

 

 

 

 

 
1

 

 

 
0201656
 

 

 

 

 

 

 

 

 

 
0202579
 

 

 

 

 

 

 

 

 

 
0203262
 

 

 

 

 

 

 

 

 

 
2902395
 

 

 

 

 

 

 

 

 

 
0203254
 

 

 

 

 

 

 

 

 

 
(1)
MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. Refer to "Mine Safety Data" table for related mine or operation name.
(2)
Legal actions pending at December 31, 2015 , and legal actions instituted during the year are based on the date that a docket number was assigned to the proceeding.
(3)
Legal actions resolved during the year are based on the date that the settlement motion resolving disputed matters is filed with the Commission and the matter is effectively closed by MSHA.


Exhibit 99.2

February 10, 2016


Mr. Wright Williamson
Freeport-McMoRan Oil & Gas LLC
700 Milam Street, Suite 3100
Houston, Texas 77002

Dear Mr. Williamson:

In accordance with your request, we have estimated the proved and probable reserves and future revenue, as of December 31, 2015, to the Freeport-McMoRan Oil & Gas LLC (FM O&G) interest in certain oil and gas properties located in the United States. FM O&G is a wholly owned subsidiary of Freeport-McMoRan Inc. (FCX). We completed our evaluation on or about the date of this letter. It is our understanding that the proved reserves estimated in this report constitute approximately 94 percent of all proved reserves owned by FM O&G and that the probable reserves constitute approximately 98 percent of all probable reserves owned by FM O&G. The estimates in this report have been prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Codification Topic 932, Extractive Activities-Oil and Gas. Definitions are presented immediately following this letter. This report has been prepared for FCX's use in filing with the SEC; in our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for such purpose.

We estimate the net reserves and future net revenue to the FM O&G interest in these properties, as of December 31, 2015, to be:
 
 
Net Reserves
 
Future Net Revenue (M$)
 
 
Oil
 
NGL
 
Gas
 
 
 
Present Worth
Category
 
(MBBL)
 
(MBBL)
 
(MMCF)
 
Total
 
at 10%
 
 
 
 
 
 
 
 
 
 
 
Proved Developed Producing
 
106,392.3
 
4,380.9
 
190,256.6
 
554,368.0
 
874,630.4
Proved Developed Non-Producing
 
12,775.9
 
153.1
 
2,043.6
 
233,364.2
 
124,760.1
Proved Undeveloped
 
74,860.9
 
3,150.4
 
28,359.4
 
944,180.9
 
464,646.2
Total Proved
 
194,029.2
 
7,684.4
 
220,659.5
 
1,731,913.1
 
1,464,036.7
 
 
 
 
 
 
 
 
 
 
 
Probable Developed
 
22,412.3
 
1,317.3
 
33,635.8
 
896,072.9
 
634,689.5
Probable Undeveloped
 
88,609.1
 
3,348.6
 
30,974.0
 
1,758,392.1
 
917,730.0
Total Probable
 
111,021.4
 
4,666.0
 
64,609.8
 
2,654,465.0
 
1,552,419.6
Totals may not add because of rounding.

The oil volumes shown include crude oil and condensate. Oil and natural gas liquids (NGL) volumes are expressed in thousands of barrels (MBBL); a barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of cubic feet (MMCF) at standard temperature and pressure bases.

The estimates shown in this report are for proved and probable reserves. As requested, possible reserves that exist for these properties have not been included. This report does not include any value that could be attributed to interests in undeveloped acreage beyond those tracts for which undeveloped reserves have been estimated. Reserves categorization conveys the relative degree of certainty; reserves subcategorization is based on development and production status. The estimates of reserves and future revenue included herein have not been adjusted for risk.

Gross revenue is FM O&G's share of the gross (100 percent) revenue from the properties prior to any deductions. Future net revenue is after deductions for FM O&G's share of production taxes, ad valorem taxes, capital costs,







abandonment costs, payments to net profits interests, and operating expenses but before consideration of any income taxes. The future net revenue has been discounted at an annual rate of 10 percent to determine its present worth, which is shown to indicate the effect of time on the value of money. Future net revenue presented in this report, whether discounted or undiscounted, should not be construed as being the fair market value of the properties.

Prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2015. For oil and NGL volumes, the prices used either are the fixed contract price or are based on the average regional posted prices and are adjusted for quality, transportation fees, and market differentials. The fixed contract oil prices are held constant until contract expiration. At contract expiration, the prices are adjusted to average regional posted prices and held constant thereafter. All other oil and NGL prices are held constant throughout the lives of the properties. For gas volumes, the average regional spot prices are adjusted for energy content, transportation fees, and market differentials. Gas prices are held constant throughout the lives of the properties. For the proved reserves, the average adjusted product prices weighted by production over the remaining lives of the properties are $49.08 per barrel of oil, $19.99 per barrel of NGL, and $2.328 per MCF of gas.

Operating costs used in this report are based on operating expense records of FM O&G. For the nonoperated properties, these costs include the per-well overhead expenses allowed under joint operating agreements along with estimates of costs to be incurred at and below the district and field levels and FM O&G's estimate of the portion of its headquarters general and administrative overhead expenses necessary to manage the properties. As requested, operating costs for the operated properties are limited to direct lease- and field-level costs and FM O&G's estimate of the portion of its headquarters general and administrative overhead expenses necessary to operate the properties. Operating costs have been divided into field-level costs, per-well costs, per-unit-of-production costs, and per-unit-of-injection costs. The field-level costs are allocated by year among the proved reserves categories based on the proportionate share of total proved future net revenue. Estimates of proved developed producing reserves and revenue are consequently dependent on FM O&G completing the proved drilling and workover programs scheduled in this report. Operating costs are not escalated for inflation.

Capital costs used in this report were provided by FM O&G and are based on its internal planning budgets. Capital costs are included as required for recurring maintenance projects, facilities, workovers, new development wells, and production equipment. Based on our understanding of future development plans, a review of the records provided to us, and our knowledge of similar properties, we regard these estimated capital costs to be reasonable. Abandonment costs used in this report are FM O&G's estimates of the costs to abandon the wells, platforms, and production facilities, net of any salvage value. Capital costs and abandonment costs are not escalated for inflation.

For the purposes of this report, we did not perform any field inspection of the properties, nor did we examine the mechanical operation or condition of the wells and facilities. We have not investigated possible environmental liability related to the properties; therefore, our estimates do not include any costs due to such possible liability.

We have made no investigation of potential volume and value imbalances resulting from overdelivery or underdelivery to the FM O&G interest. Therefore, our estimates of reserves and future revenue do not include adjustments for the settlement of any such imbalances; our projections are based on FM O&G receiving its net revenue interest share of estimated future gross production.

The reserves shown in this report are estimates only and should not be construed as exact quantities. Proved reserves are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be economically producible; probable and possible reserves are those additional reserves which are sequentially less certain to be recovered than proved reserves. Estimates of reserves may increase or decrease as a result of market conditions, future operations, changes in regulations, or actual reservoir performance. In addition to the primary economic assumptions discussed herein, our estimates are based on certain assumptions including, but not limited to, that the properties will be developed consistent with current development plans as provided to us by FM O&G, that the properties will be operated in a prudent manner, that no governmental regulations or controls will be put in place that would impact the ability of the interest owner to recover









the reserves, and that our projections of future production will prove consistent with actual performance. If the reserves are recovered, the revenues therefrom and the costs related thereto could be more or less than the estimated amounts. Because of governmental policies and uncertainties of supply and demand, the sales rates, prices received for the reserves, and costs incurred in recovering such reserves may vary from assumptions made while preparing this report.

For the purposes of this report, we used technical and economic data including, but not limited to, well logs, geologic maps, seismic data, well test data, production data, historical price and cost information, and property ownership interests. The reserves in this report have been estimated using deterministic methods; these estimates have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We used standard engineering and geoscience methods, or a combination of methods, including performance analysis, volumetric analysis, analogy, and reservoir modeling, that we considered to be appropriate and necessary to categorize and estimate reserves in accordance with SEC definitions and regulations. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, our conclusions necessarily represent only informed professional judgment.

The data used in our estimates were obtained from FM O&G, public data sources, and the nonconfidential files of Netherland, Sewell & Associates, Inc. (NSAI) and were accepted as accurate. Supporting work data are on file in our office. We have not examined the titles to the properties or independently confirmed the actual degree or type of interest owned. The technical persons primarily responsible for preparing the estimates presented herein meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. John R. Cliver, a Licensed Professional Engineer in the State of Texas, has been practicing consulting petroleum engineering at NSAI since 2009 and has over 5 years of prior industry experience. Shane M. Howell, a Licensed Professional Geoscientist in the State of Texas, has been practicing consulting petroleum geoscience at NSAI since 2005 and has over 7 years of prior industry experience. We are independent petroleum engineers, geologists, geophysicists, and petrophysicists; we do not own an interest in these properties nor are we employed on a contingent basis.

Sincerely,

NETHERLAND, SEWELL & ASSOCIATES, INC.
Texas Registered Engineering Firm F-2699


/s/ C.H. (Scott) Rees III
By:        
C.H. (Scott) Rees III, P.E.
Chairman and Chief Executive Officer




/s/ John R. Cliver                     /s/ Shane M. Howell
By:                            By:        
John R. Cliver, P.E. 107216             Shane M. Howell, P.G. 11276
Vice President                     Vice President

Date Signed: February 10, 2016                Date Signed: February 10, 2016

JRC:JLM


Please be advised that the digital document you are viewing is provided by Netherland, Sewell & Associates, Inc. (NSAI) as a convenience to our clients. The digital document is intended to be substantively the same as the original signed document maintained by NSAI. The digital document is subject to the parameters, limitations, and conditions stated in the original document. In the event of any differences between the digital document and the original document, the original document shall control and supersede the digital document.





The following definitions are set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Section 210.4‑10(a). Also included is supplemental information from (1) the 2007 Petroleum Resources Management System approved by the Society of Petroleum Engineers, (2) the FASB Accounting Standards Codification Topic 932, Extractive Activities-Oil and Gas, and (3) the SEC's Compliance and Disclosure Interpretations.

(1) Acquisition of properties. Costs incurred to purchase, lease or otherwise acquire a property, including costs of lease bonuses and options to purchase or lease properties, the portion of costs applicable to minerals when land including mineral rights is purchased in fee, brokers' fees, recording fees, legal costs, and other costs incurred in acquiring properties.

(2) Analogous reservoir . Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an "analogous reservoir" refers to a reservoir that shares the following characteristics with the reservoir of interest:

(i)
Same geological formation (but not necessarily in pressure communication with the reservoir of interest);
(ii)
Same environment of deposition;
(iii)
Similar geological structure; and
(iv)
Same drive mechanism.

Instruction to paragraph (a)(2) : Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

(3) Bitumen . Bitumen, sometimes referred to as natural bitumen, is petroleum in a solid or semi-solid state in natural deposits with a viscosity greater than 10,000 centipoise measured at original temperature in the deposit and atmospheric pressure, on a gas free basis. In its natural state it usually contains sulfur, metals, and other non-hydrocarbons.

(4) Condensate . Condensate is a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.

(5) Deterministic estimate . The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

(6) Developed oil and gas reserves . Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i)
Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and
(ii)
Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.


Supplemental definitions from the 2007 Petroleum Resources Management System:
Developed Producing Reserves - Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation.
Developed Non-Producing Reserves - Developed Non-Producing Reserves include shut-in and behind-pipe Reserves. Shut-in Reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not yet started producing, (2) wells which were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe Reserves are expected to be recovered from zones in existing wells which will require additional completion work or future recompletion prior to start of production. In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


(7) Development costs. Costs incurred to obtain access to proved reserves and to provide facilities for extracting, treating, gathering and storing the oil and gas. More specifically, development costs, including depreciation and applicable operating costs of support equipment and facilities and other costs of development activities, are costs incurred to:

(i)
Gain access to and prepare well locations for drilling, including surveying well locations for the purpose of determining specific development drilling sites, clearing ground, draining, road building, and relocating public roads, gas lines, and power lines, to the extent necessary in developing the proved reserves.
(ii)
Drill and equip development wells, development-type stratigraphic test wells, and service wells, including the costs of platforms and of well equipment such as casing, tubing, pumping equipment, and the wellhead assembly.

Definitions - Page 1 of 6



(iii)
Acquire, construct, and install production facilities such as lease flow lines, separators, treaters, heaters, manifolds, measuring devices, and production storage tanks, natural gas cycling and processing plants, and central utility and waste disposal systems.
(iv)
Provide improved recovery systems.

(8) Development project . A development project is the means by which petroleum resources are brought to the status of economically producible. As examples, the development of a single reservoir or field, an incremental development in a producing field, or the integrated development of a group of several fields and associated facilities with a common ownership may constitute a development project.

(9) Development well . A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

(10) Economically producible . The term economically producible, as it relates to a resource, means a resource which generates revenue that exceeds, or is reasonably expected to exceed, the costs of the operation. The value of the products that generate revenue shall be determined at the terminal point of oil and gas producing activities as defined in paragraph (a)(16) of this section.

(11) Estimated ultimate recovery (EUR) . Estimated ultimate recovery is the sum of reserves remaining as of a given date and cumulative production as of that date.

(12) Exploration costs . Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are:

(i)
Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs.
(ii)
Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records.
(iii)
Dry hole contributions and bottom hole contributions.
(iv)
Costs of drilling and equipping exploratory wells.
(v)
Costs of drilling exploratory-type stratigraphic test wells.

(13) Exploratory well . An exploratory well is a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well as those items are defined in this section.

(14) Extension well . An extension well is a well drilled to extend the limits of a known reservoir.

(15) Field . An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms "structural feature" and "stratigraphic condition" are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

(16) Oil and gas producing activities.

(i)
Oil and gas producing activities include:

(A)
The search for crude oil, including condensate and natural gas liquids, or natural gas ("oil and gas") in their natural states and original locations;
(B)
The acquisition of property rights or properties for the purpose of further exploration or for the purpose of removing the oil or gas from such properties;
(C)
The construction, drilling, and production activities necessary to retrieve oil and gas from their natural reservoirs, including the acquisition, construction, installation, and maintenance of field gathering and storage systems, such as:
(1)
Lifting the oil and gas to the surface; and
(2)
Gathering, treating, and field processing (as in the case of processing gas to extract liquid hydrocarbons); and

Definitions - Page 2 of 6



(D)
Extraction of saleable hydrocarbons, in the solid, liquid, or gaseous state, from oil sands, shale, coalbeds, or other nonrenewable natural resources which are intended to be upgraded into synthetic oil or gas, and activities undertaken with a view to such extraction.

Instruction 1 to paragraph (a)(16)(i) : The oil and gas production function shall be regarded as ending at a "terminal point", which is the outlet valve on the lease or field storage tank. If unusual physical or operational circumstances exist, it may be appropriate to regard the terminal point for the production function as:

a.
The first point at which oil, gas, or gas liquids, natural or synthetic, are delivered to a main pipeline, a common carrier, a refinery, or a marine terminal; and
b.
In the case of natural resources that are intended to be upgraded into synthetic oil or gas, if those natural resources are delivered to a purchaser prior to upgrading, the first point at which the natural resources are delivered to a main pipeline, a common carrier, a refinery, a marine terminal, or a facility which upgrades such natural resources into synthetic oil or gas.

Instruction 2 to paragraph (a)(16)(i): For purposes of this paragraph (a)(16), the term saleable hydrocarbons means hydrocarbons that are saleable in the state in which the hydrocarbons are delivered.

(ii)
Oil and gas producing activities do not include:

(A)
Transporting, refining, or marketing oil and gas;
(B)
Processing of produced oil, gas, or natural resources that can be upgraded into synthetic oil or gas by a registrant that does not have the legal right to produce or a revenue interest in such production;
(C)
Activities relating to the production of natural resources other than oil, gas, or natural resources from which synthetic oil and gas can be extracted; or
(D)
Production of geothermal steam.

(17) Possible reserves. Possible reserves are those additional reserves that are less certain to be recovered than probable reserves.

(i)
When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates.
(ii)
Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project.
(iii)
Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.
(iv)
The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects.
(v)
Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.
(vi)
Pursuant to paragraph (a)(22)(iii) of this section, where direct observation has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

(18) Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i)
When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

Definitions - Page 3 of 6



(ii)
Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.
(iii)
Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.
(iv)
See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.

(19) Probabilistic estimate. The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

(20) Production costs.

(i)
Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities and other costs of operating and maintaining those wells and related equipment and facilities. They become part of the cost of oil and gas produced. Examples of production costs (sometimes called lifting costs) are:

(A)
Costs of labor to operate the wells and related equipment and facilities.
(B)
Repairs and maintenance.
(C)
Materials, supplies, and fuel consumed and supplies utilized in operating the wells and related equipment and facilities.    
(D)
Property taxes and insurance applicable to proved properties and wells and related equipment and facilities.
(E)
Severance taxes.

(ii)
Some support equipment or facilities may serve two or more oil and gas producing activities and may also serve transportation, refining, and marketing activities. To the extent that the support equipment and facilities are used in oil and gas producing activities, their depreciation and applicable operating costs become exploration, development or production costs, as appropriate. Depreciation, depletion, and amortization of capitalized acquisition, exploration, and development costs are not production costs but also become part of the cost of oil and gas produced along with production (lifting) costs identified above.

(21) Proved area. The part of a property to which proved reserves have been specifically attributed.

(22) Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i)
The area of the reservoir considered as proved includes:

(A)
The area identified by drilling and limited by fluid contacts, if any, and
(B)
Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii)
In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.
(iii)
Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.
(iv)
Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(A)
Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and
(B)
The project has been approved for development by all necessary parties and entities, including governmental entities.


Definitions - Page 4 of 6



(v)
Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

(23) Proved properties. Properties with proved reserves.

(24) Reasonable certainty. If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

(25) Reliable technology. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

(26) Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26) : Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).



Excerpted from the FASB Accounting Standards Codification Topic 932, Extractive Activities-Oil and Gas:
932-235-50-30 A standardized measure of discounted future net cash flows relating to an entity's interests in both of the following shall be disclosed as of the end of the year:

a.
Proved oil and gas reserves (see paragraphs 932-235-50-3 through 50-11B)
b.
Oil and gas subject to purchase under long-term supply, purchase, or similar agreements and contracts in which the entity participates in the operation of the properties on which the oil or gas is located or otherwise serves as the producer of those reserves (see paragraph 932-235-50-7).
The standardized measure of discounted future net cash flows relating to those two types of interests in reserves may be combined for reporting purposes.
932-235-50-31 All of the following information shall be disclosed in the aggregate and for each geographic area for which reserve quantities are disclosed in accordance with paragraphs 932-235-50-3 through 50-11B:

a.
Future cash inflows. These shall be computed by applying prices used in estimating the entity's proved oil and gas reserves to the year-end quantities of those reserves. Future price changes shall be considered only to the extent provided by contractual arrangements in existence at year-end.
b.
Future development and production costs. These costs shall be computed by estimating the expenditures to be incurred in developing and producing the proved oil and gas reserves at the end of the year, based on year-end costs and assuming continuation of existing economic conditions. If estimated development expenditures are significant, they shall be presented separately from estimated production costs.
c.
Future income tax expenses. These expenses shall be computed by applying the appropriate year-end statutory tax rates, with consideration of future tax rates already legislated, to the future pretax net cash flows relating to the entity's proved oil and gas reserves, less the tax basis of the properties involved. The future income tax expenses shall give effect to tax deductions and tax credits and allowances relating to the entity's proved oil and gas reserves.
d.
Future net cash flows. These amounts are the result of subtracting future development and production costs and future income tax expenses from future cash inflows.



Definitions - Page 5 of 6






e.
Discount. This amount shall be derived from using a discount rate of 10 percent a year to reflect the timing of the future net cash flows relating to proved oil and gas reserves.
f.
Standardized measure of discounted future net cash flows. This amount is the future net cash flows less the computed discount.


    

(27) Reservoir. A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

(28) Resources. Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

(29) Service well. A well drilled or completed for the purpose of supporting production in an existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.

(30) Stratigraphic test well. A stratigraphic test well is a drilling effort, geologically directed, to obtain information pertaining to a specific geologic condition. Such wells customarily are drilled without the intent of being completed for hydrocarbon production. The classification also includes tests identified as core tests and all types of expendable holes related to hydrocarbon exploration. Stratigraphic tests are classified as "exploratory type" if not drilled in a known area or "development type" if drilled in a known area.

(31) Undeveloped oil and gas reserves. Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i)
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.
(ii)
Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.


From the SEC's Compliance and Disclosure Interpretations (October 26, 2009):
Although several types of projects - such as constructing offshore platforms and development in urban areas, remote locations or environmentally sensitive locations - by their nature customarily take a longer time to develop and therefore often do justify longer time periods, this determination must always take into consideration all of the facts and circumstances. No particular type of project per se justifies a longer time period, and any extension beyond five years should be the exception, and not the rule.
Factors that a company should consider in determining whether or not circumstances justify recognizing reserves even though development may extend past five years include, but are not limited to, the following:
The company's level of ongoing significant development activities in the area to be developed (for example, drilling only the minimum number of wells necessary to maintain the lease generally would not constitute significant development activities);
The company's historical record at completing development of comparable long-term projects;
The amount of time in which the company has maintained the leases, or booked the reserves, without significant development activities;
The extent to which the company has followed a previously adopted development plan (for example, if a company has changed its development plan several times without taking significant steps to implement any of those plans, recognizing proved undeveloped reserves typically would not be appropriate); and
The extent to which delays in development are caused by external factors related to the physical operating environment (for example, restrictions on development on Federal lands, but not obtaining government permits), rather than by internal factors (for example, shifting resources to develop properties with higher priority).


(iii)
Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.

(32) Unproved properties. Properties with no proved reserves.

Definitions - Page 6 of 6
Exhibit 99.3







FREEPORT-MCMORAN OIL & GAS LLC

PROVED AND PROBABLE RESERVES





Estimated

Future Reserves and Income

Attributable to Certain

Leasehold and Royalty Interests





SEC Parameters





As of

December 31, 2015







/s/ Val Rick Robinson
Val Rick Robinson, P.E.
TBPE License No. 105137
Senior Vice President
[SEAL]
RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580


RYDER SCOTT COMPANY PETROLEUM CONSULTANTS



TBPE REGISTERED ENGINEERING FIRM F-1580        FAX (713) 651-0849
1100 LOUISIANA STREET SUITE 4600    HOUSTON, TEXAS 77002-5294    TELEPHONE (713) 651-9191



February 2, 2016



Freeport-McMoRan Oil & Gas LLC
700 Milam Street, Suite 3100
Houston, Texas 77002

Attention: Mr. Wright Williamson


Gentlemen:

At your request, Ryder Scott Company, L.P. (Ryder Scott) has prepared an estimate of the proved and probable reserves, future production, and income attributable to certain leasehold and royalty interests of Freeport-McMoRan Oil & Gas LLC (FM O&G), a wholly owned subsidiary of Freeport-McMoRan Inc. (FCX), as of December 31, 2015. The subject properties are located in the states of Louisiana and Mississippi and in the state and federal waters offshore Louisiana and Texas. The reserves and income data were estimated based on the definitions and disclosure guidelines of the United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations). Our third party study, completed on January 7, 2016, and presented herein, was prepared for public disclosure by FCX, in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations.

The properties evaluated by Ryder Scott account for a portion of FM O&G’s total net proved and probable reserves as of December 31, 2015.  Based on the estimates of total net proved and probable reserves prepared by FM O&G, the reserves evaluated by Ryder Scott addresses 2 percent of the total proved and 1 percent of the total probable net liquid hydrocarbon reserves and 19 percent of the total proved and 15 percent of the total probable net gas reserves of FM O&G.

The estimated reserves and future net income amounts presented in this report, as of December 31, 2015 are related to hydrocarbon prices. The hydrocarbon prices used in the preparation of this report are based on the average prices during the 12-month period prior to the “as of date” of this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements, as required by the SEC regulations. Actual future prices may vary significantly from the prices required by SEC regulations; therefore, volumes of reserves actually recovered and the amounts of income actually received may differ significantly from the estimated quantities presented in this report. The results of this study are summarized as follows.

SUITE 600, 1015 4TH STREET, S.W.    CALGARY, ALBERTA T2R 1J4    TEL (403) 262-2799    FAX (403) 262-2790
621 17TH STREET, SUITE 1550    DENVER, COLORADO 80293-1501    TEL (303) 623-9147    FAX (303) 623-4258


Freeport-McMoRan Oil & Gas LLC
February 2, 2015
Page 2


SEC PARAMETERS
Estimated Net Reserves and Income Data
Certain Leasehold and Royalty Interests of
Freeport-McMoRan Oil & Gas LLC
As of December 31, 2015

 
 
Proved
 
 
Developed
 
 
 
Total
 
 
Producing
 
Non-Producing
 
Undeveloped
 
Proved
Net Remaining Reserves
 
 
 
 
 
 
 
 
  Oil/Condensate - Barrels
 
       1,804,898
 
1,784,901
 
                 0
 
         3,589,799
  Plant Products - Barrels
 
       1,203,655
 
300,390
 
                 0
 
         1,504,045
  Gas - MMCF
 
            37,967
 
14,887
 
                 0
 
              52,854
 
 
 
 
 
 
 
 
 
Income Data
 
 
 
 
 
 
 
 
  Future Gross Revenue
 
$ 208,878,207
 
$134,575,608
 
$ 0
 
   $343,453,815
  Deductions
 
   343,928,331
 
    92,939,757
 
   1,080,000
 
437,948,088
  Future Net Income (FNI)
 
$(135,050,124)
 
$ 41,635,851
 
$(1,080,000)
 
   $ (94,494,273)
 
 
 
 
 
 
 
 
 
  Discounted FNI @ 10%
 
$(103,971,104)
 
$ 32,634,614
 
$ (977,696) (1)
 
   $ (72,314,186)

(1)
At the request of FM O&G and because this is an ongoing operation, the abandonment costs for this newly drilled but non-completed well, are included herein.

 
 
Probable
 
 
Developed
 
Total
 
 
Producing
 
Non-Producing
 
Probable
Net Remaining Reserves
 
 
 
 
 
 
  Oil/Condensate - Barrels
 
114,886
 
497,270
 
612,156
  Plant Products - Barrels
 
197,768
 
172,036
 
369,804
  Gas - MMCF
 
5,572
 
5,772
 
11,344
 
 
 
 
 
 
 
Income Data
 
 
 
 
 
 
  Future Gross Revenue
 
$23,342,105
 
$43,582,241
 
$66,924,346
  Deductions
 
    9,399,629
 
  12,074,069
 
  21,473,698
  Future Net Income (FNI)
 
$13,942,476
 
$31,508,172
 
$45,450,648
 
 
 
 
 
 
 
  Discounted FNI @ 10%
 
$10,428,208
 
$17,300,059
 
$27,728,267

Liquid hydrocarbons are expressed in standard 42 gallon barrels. All gas volumes are reported on an “as sold basis” expressed in millions of cubic feet (MMCF) at the official temperature and pressure bases of the areas in which the gas reserves are located.

The estimates of the reserves, future production, and income attributable to properties in this report were prepared using the economic software package PHDWin Petroleum Economic Evaluation Software, a copyrighted program of TRC Consultants L.C. The program was used at the request of FM O&G. Ryder Scott has found this program to be generally acceptable, but notes that certain summaries and calculations may vary due to rounding and may not exactly match the sum of the properties being summarized. Furthermore, one line economic summaries may vary slightly from the

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS


Freeport-McMoRan Oil & Gas LLC
February 2, 2015
Page 3


more detailed cash flow projections of the same properties, also due to rounding. The rounding differences are not material.

The future gross revenue is after the deduction of production taxes. The deductions incorporate the normal direct costs of operating the wells, ad valorem taxes, recompletion costs, development costs, and certain abandonment costs net of salvage. The future net income is before the deduction of state and federal income taxes and general administrative overhead, and has not been adjusted for outstanding loans that may exist nor does it include any adjustment for cash on hand or undistributed income.

Liquid hydrocarbon reserves account for approximately 60 percent and gas reserves account for the remaining 40 percent of total future gross revenue from proved reserves. Liquid hydrocarbon reserves account for approximately 56 percent and gas reserves account for the remaining 44 percent of total future gross revenue from probable reserves.

The discounted future net income shown above was calculated using a discount rate of 10 percent per annum compounded monthly. Future net income was discounted at four other discount rates which were also compounded monthly. These results are shown in summary form as follows.

 
 
 
Discounted Future Net Income
 
 
As of December 31, 2015
Discount Rate
 
Total
 
Total
Percent
 
Proved
 
Probable
 
 
 
 
 
  8
 
$(76,308,100)
 
$30,341,880
15
 
$(63,130,884)
 
$22,484,505
20
 
$(54,963,435)
 
$18,575,374
25
 
$(47,683,170)
 
$15,575,200


The results shown above are presented for your information and should not be construed as our estimate of fair market value.


Reserves Included in This Report

The proved and probable reserves included herein conform to the definitions as set forth in the Securities and Exchange Commission’s Regulations Part 210.4-10(a). An abridged version of the SEC reserves definitions from 210.4-10(a) entitled “Petroleum Reserves Definitions” is included as an attachment to this report.

The various reserve status categories are defined under the attachment entitled “Petroleum Reserves Status Definitions and Guidelines” in this report. The proved and probable developed non-producing reserves included herein consist of the shut-in and behind pipe categories.

No attempt was made to quantify or otherwise account for any accumulated gas production imbalances that may exist. In certain fields specified by FM O&G, the proved and probable gas volumes included herein attribute gas consumed in operations as reserves, and the operating expenses of those properties were increased to offset the future estimated revenues from the fuel gas reserves.

 

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February 2, 2015
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Reserves are “estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations.” All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made. The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data. The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved. Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability. At FM O&G’s request, this report addresses the proved and probable reserves attributable to the properties evaluated herein.

Proved oil and gas reserves are “those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward.” The SEC has defined reasonable certainty for proved reserves, when based on deterministic methods, as a “high degree of confidence that the quantities will be recovered.” Probable reserves are “those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.”

The reserves included herein were estimated using deterministic methods and presented as incremental quantities. Under the deterministic incremental approach, discrete quantities of reserves are estimated and assigned separately as proved or probable based on their individual level of uncertainty. Because of the differences in uncertainty, caution should be exercised when aggregating quantities of oil and gas from different reserves categories. Furthermore, the reserves and income quantities attributable to the different reserve categories that are included herein have not been adjusted to reflect these varying degrees of risk associated with them and thus are not comparable.

Reserve estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change. For proved reserves, the SEC states that “as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to the estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.” Moreover, estimates of proved and probable reserves may be revised as a result of future operations, effects of regulation by governmental agencies or geopolitical or economic risks. Therefore, the proved and probable reserves included in this report are estimates only and should not be construed as being exact quantities, and if recovered, the revenues therefrom, and the actual costs related thereto, could be more or less than the estimated amounts.

FM O&G’s operations may be subject to various levels of governmental controls and regulations. These controls and regulations may include, but may not be limited to, matters relating to land tenure and leasing, the legal rights to produce hydrocarbons, drilling and production practices, environmental protection, marketing and pricing policies, royalties, various taxes and levies including income tax and are subject to change from time to time. Such changes in governmental regulations and policies may cause volumes of proved and probable reserves actually recovered and amounts of proved and probable income actually received to differ significantly from the estimated quantities.

The estimates of reserves presented herein were based upon a detailed study of the properties in which FM O&G owns an interest; however, we have not made any field examination of the properties. No consideration was given in this report to potential environmental liabilities that may exist nor were any costs included for potential liabilities to restore and clean up damages, if any, caused by past operating practices.






RYDER SCOTT COMPANY PETROLEUM CONSULTANTS


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February 2, 2015
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Estimates of Reserves

The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions set forth by the Securities and Exchange Commission’s Regulations Part 210.4-10(a). The process of estimating the quantities of recoverable oil and gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into three broad categories or methods: (1) performance-based methods, (2) volumetric-based methods and (3) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserve evaluators must select the method or combination of methods which in their professional judgment is most appropriate given the nature and amount of reliable geoscience and engineering data available at the time of the estimate, the established or anticipated performance characteristics of the reservoir being evaluated and the stage of development or producing maturity of the property.

In many cases, the analysis of the available geoscience and engineering data and the subsequent interpretation of this data may indicate a range of possible outcomes in an estimate, irrespective of the method selected by the evaluator. When a range in the quantity of reserves is identified, the evaluator must determine the uncertainty associated with the incremental quantities of the reserves. If the reserve quantities are estimated using the deterministic incremental approach, the uncertainty for each discrete incremental quantity of the reserves is addressed by the reserve category assigned by the evaluator. Therefore, it is the categorization of reserve quantities as proved, probable and/or possible that addresses the inherent uncertainty in the estimated quantities reported. For proved reserves, uncertainty is defined by the SEC as reasonable certainty wherein the “quantities actually recovered are much more likely than not to be achieved.” The SEC states that “probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.” The SEC states that “possible reserves are those additional reserves that are less certain to be recovered than probable reserves and the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves.” All quantities of reserves within the same reserve category must meet the SEC definitions as noted above.

Estimates of reserves quantities and their associated reserve categories may be revised in the future as additional geoscience or engineering data become available. Furthermore, estimates of reserves quantities and their associated reserve categories may also be revised due to other factors such as changes in economic conditions, results of future operations, effects of regulation by governmental agencies or geopolitical or economic risks as previously noted herein.

The proved and probable reserves for the properties included herein were estimated by performance methods, the volumetric method, analogy, or a combination of methods. Approximately 69 percent of the proved and 19 percent of the probable producing reserves attributable to producing wells and/or reservoirs were estimated by performance methods. These performance methods include, but may not be limited to, decline curve analysis and material balance which utilized extrapolations of historical production and pressure data available through December 2015 in those cases where such data were considered to be definitive. The data utilized in this analysis were furnished to Ryder Scott by FM O&G or obtained from public data sources and were considered sufficient for the purpose thereof. The remaining 31 percent of the proved and 81 percent of the probable producing reserves were estimated by the volumetric method. This method was used where there were inadequate historical performance data to establish a definitive trend and where the use of production performance data as a basis for the reserve estimates was considered to be inappropriate.




RYDER SCOTT COMPANY PETROLEUM CONSULTANTS


Freeport-McMoRan Oil & Gas LLC
February 2, 2015
Page 6


Approximately 98 percent of the proved and 98 percent of probable developed non-producing included herein were estimated by the volumetric method. The volumetric analysis utilized pertinent well and seismic data furnished to Ryder Scott by FM O&G or which we have obtained from public data sources that were available through December 2015. The data utilized from the well and seismic data incorporated into our volumetric analysis were considered sufficient for the purpose thereof.

To estimate economically recoverable proved and probable oil and gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future production rates. Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved and probable reserves must be anticipated to be economically producible from a given date forward based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined. While it may reasonably be anticipated that the future prices received for the sale of production and the operating costs and other costs relating to such production may increase or decrease from those under existing economic conditions, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.

FM O&G has informed us that they have furnished us all of the material accounts, records, geological and engineering data, and reports and other data required for this investigation. In preparing our forecast of future proved and probable production and income, we have relied upon data furnished by FM O&G with respect to property interests owned, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, ad valorem and production taxes, recompletion and development costs, development plans, abandonment costs after salvage, product prices based on the SEC regulations, adjustments or differentials to product prices, geological structural and isochore maps, well logs, core analyses, and pressure measurements. Ryder Scott reviewed such factual data for its reasonableness; however, we have not conducted an independent verification of the data furnished by FM O&G. We consider the factual data used in this report appropriate and sufficient for the purpose of preparing the estimates of reserves and future net revenues herein.

In summary, we consider the assumptions, data, methods and analytical procedures used in this report appropriate for the purpose hereof, and we have used all such methods and procedures that we consider necessary and appropriate to prepare the estimates of reserves herein. The proved and probable reserves included herein were determined in conformance with the United States Securities and Exchange Commission (SEC) Modernization of Oil and Gas Reporting; Final Rule, including all references to Regulation S-X and Regulation S-K, referred to herein collectively as the “SEC Regulations.” In our opinion, the proved and probable reserves presented in this report comply with the definitions, guidelines and disclosure requirements as required by the SEC regulations.


Future Production Rates

For wells currently on production, our forecasts of future production rates are based on historical performance data. If no production decline trend has been established, future production rates were held constant, or adjusted for the effects of curtailment where appropriate, until a decline in ability to produce was anticipated. An estimated rate of decline was then applied to depletion of the reserves. If a decline trend has been established, this trend was used as the basis for estimating future production rates.


  

RYDER SCOTT COMPANY PETROLEUM CONSULTANTS


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February 2, 2015
Page 7



Test data and other related information were used to estimate the anticipated initial production rates for those wells that are not currently producing. For reserves not yet on production, sales were estimated to commence at an anticipated date furnished by FM O&G. Wells that are not currently producing may start producing earlier or later than anticipated in our estimates due to unforeseen factors causing a change in the timing to initiate production. Such factors may include delays due to weather, the availability of rigs, the sequence of drilling, completing and/or recompleting wells and/or constraints set by regulatory bodies.

The future production rates from wells currently on production or wells that are not currently producing may be more or less than estimated because of changes including, but not limited to, reservoir performance, operating conditions related to surface facilities, compression and artificial lift, pipeline capacity and/or operating conditions, producing market demand and/or allowables or other constraints set by regulatory bodies.


Hydrocarbon Prices

The hydrocarbon prices used herein are based on SEC price parameters using the average prices during the 12-month period prior to the “as of date” of this report, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each month within such period, unless prices were defined by contractual arrangements. For hydrocarbon products sold under contract, the contract prices, including fixed and determinable escalations, exclusive of inflation adjustments, were used until expiration of the contract. Upon contract expiration, the prices were adjusted to the 12-month unweighted arithmetic average as previously described.

FM O&G furnished us with the above mentioned average prices in effect on December 31, 2015. These initial SEC hydrocarbon prices were determined using the 12-month average first-day-of-the-month benchmark prices appropriate to the geographic area where the hydrocarbons are sold. These benchmark prices are prior to the adjustments for differentials as described herein. The table below summarizes the “benchmark prices” and “price reference” used for the geographic area included in the report. In certain geographic areas, the price reference and benchmark prices may be defined by contractual arrangements.

The product prices which were actually used to determine the future gross revenue for each property reflect adjustments to the benchmark prices for gravity, quality, local conditions, and/or distance from market, referred to herein as “differentials.” The differentials used in the preparation of this report were furnished to us by FM O&G. The differentials furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the data used by FM O&G to determine these differentials.

In addition, the table below summarizes the net volume weighted benchmark prices adjusted for differentials and referred to herein as the “average realized prices.” The average realized prices shown in the table below were determined from the total future gross revenue before production taxes and the total net reserves by reserve category for the geographic area and presented in accordance with SEC disclosure requirements for each of the geographic areas included in the report.




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February 2, 2015
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Geographic
Area
Product
Price
Reference
Avg
Benchmark
Prices
Avg
Proved
Realized
Prices
Avg
Probable
Realized
Prices

   United
   States
Oil/Condensate
WTI Cushing
$50.28/Bbl
$50.38/Bbl
$51.24/Bbl
NGLs
WTI Cushing
$50.28/Bbl
$17.84/Bbl
$17.34/Bbl
Gas
Henry Hub
$2.58/MMBTU
$2.60/MCF
$2.57/MCF


The effects of derivative instruments designated as price hedges of oil and gas quantities are not reflected in our individual property evaluations.


Costs

Operating costs for the leases and wells in this report were furnished by FM O&G and are based on the operating expense reports of FM O&G and include only those costs directly applicable to the leases or wells. The operating costs include a portion of general and administrative costs allocated directly to the leases and wells. For operated properties, the operating costs include an appropriate level of corporate general administrative and overhead costs. The operating costs for non-operated properties include the COPAS overhead costs that are allocated directly to the leases and wells under terms of operating agreements. Other costs such as transportation and/or processing fees, are included as deductions. The operating costs furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of the operating cost data used by FM O&G. No deduction was made for loan repayments, interest expenses, or exploration and development prepayments that were not charged directly to the leases or wells.

Development costs were furnished to us by FM O&G and are based on authorizations for expenditure for the proposed work or actual costs for similar projects. The development costs furnished to us were accepted as factual data and reviewed by us for their reasonableness; however, we have not conducted an independent verification of these costs. The estimated net cost of abandonment after salvage was included for properties where abandonment costs net of salvage were significant. The estimates of the net abandonment costs furnished by FM O&G were accepted without independent verification.

The proved and probable developed non-producing reserves in this report have been incorporated herein in accordance with FM O&G’s plans to develop these reserves as of December 31, 2015. The implementation of FM O&G’s development plans as presented to us and incorporated herein is subject to the approval process adopted by FM O&G’s management. As the result of our inquiries during the course of preparing this report, FM O&G has informed us that the development activities included herein have been subjected to and received the internal approvals required by FM O&G’s management at the appropriate local, regional and/or corporate level. In addition to the internal approvals as noted, certain development activities may still be subject to specific partner AFE processes, Joint Operating Agreement (JOA) requirements or other administrative approvals external to FM O&G. Where appropriate, FM O&G has provided written documentation supporting their commitment to proceed with the development activities as presented to us. Additionally, FM O&G has informed us that they are not aware of any legal, regulatory or political obstacles that would significantly alter their plans. While these plans could change from those under existing economic conditions as of December 31, 2015, such changes were, in accordance with rules adopted by the SEC, omitted from consideration in making this evaluation.




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Freeport-McMoRan Oil & Gas LLC
February 2, 2015
Page 9


Current costs used by FM O&G were held constant throughout the life of the properties.


Standards of Independence and Professional Qualification

Ryder Scott is an independent petroleum engineering consulting firm that has been providing petroleum consulting services throughout the world since 1937. Ryder Scott is employee-owned and maintains offices in Houston, Texas; Denver, Colorado; and Calgary, Alberta, Canada. We have over eighty engineers and geoscientists on our permanent staff. By virtue of the size of our firm and the large number of clients for which we provide services, no single client or job represents a material portion of our annual revenue. We do not serve as officers or directors of any privately-owned or publicly-traded oil and gas company and are separate and independent from the operating and investment decision-making process of our clients. This allows us to bring the highest level of independence and objectivity to each engagement for our services.

Ryder Scott actively participates in industry-related professional societies and organizes an annual public forum focused on the subject of reserves evaluations and SEC regulations. Many of our staff have authored or co-authored technical papers on the subject of reserves related topics. We encourage our staff to maintain and enhance their professional skills by actively participating in ongoing continuing education.

Prior to becoming an officer of the Company, Ryder Scott requires that staff engineers and geoscientists have received professional accreditation in the form of a registered or certified professional engineer’s license or a registered or certified professional geoscientist’s license, or the equivalent thereof, from an appropriate governmental authority or a recognized self-regulating professional organization.

We are independent petroleum engineers with respect to FM O&G. Neither we nor any of our employees have any financial interest in the subject properties and neither the employment to do this work nor the compensation is contingent on our estimates of reserves for the properties which were reviewed.

The results of this study, presented herein, are based on technical analysis conducted by teams of geoscientists and engineers from Ryder Scott. The professional qualifications of the undersigned, the technical person primarily responsible for overseeing the evaluation of the reserves information discussed in this report, are included as an attachment to this letter.


Terms of Usage

The results of our third party study, presented in report form herein, were prepared in accordance with the disclosure requirements set forth in the SEC regulations and intended for public disclosure as an exhibit in filings made with the SEC by FCX.

FCX makes periodic filings on Form 10-K with the SEC under the 1934 Exchange Act. Furthermore, FCX has certain registrations statements filed with the SEC under the 1933 Securities Act into which any subsequently filed Form 10-K is incorporated by reference. We have consented to the incorporation by reference in the registration statements on Form S-3 and Form S-8 of FCX of the references to our name as well as to the references to our third party report for FCX, which appears in the December 31, 2015 annual report on Form 10-K of FCX. Our written consent for such use is included as a separate exhibit to the filings made with the SEC by FCX.





RYDER SCOTT COMPANY PETROLEUM CONSULTANTS


Freeport-McMoRan Oil & Gas LLC
February 2, 2015
Page 10




We have provided FM O&G with a digital version of the original signed copy of this report letter. In the event there are any differences between the digital version included in filings made by FCX and the original signed report letter, the original signed report letter shall control and supersede the digital version.

The data and work papers used in the preparation of this report are available for examination by authorized parties in our offices. Please contact us if we can be of further service.

Very truly yours,

RYDER SCOTT COMPANY, L.P.
TBPE Firm Registration No. F-1580


\s\ Val Rick Robinson


Val Rick Robinson, P.E.
TBPE License No. 105137
Senior Vice President
[SEAL]
VRR (FWZ)/pl




RYDER SCOTT COMPANY PETROLEUM CONSULTANTS









Professional Qualifications of Primary Technical Engineer

The conclusions presented in this report are the result of technical analysis conducted by teams of geoscientists and engineers from Ryder Scott Company, L.P. Mr. Val Rick Robinson was the primary technical person responsible for the estimate of the reserves, future production and income presented herein.

Mr. Robinson, an employee of Ryder Scott Company, L.P. (Ryder Scott) since 2006, is a Senior Vice President responsible for coordinating and supervising staff and consulting engineers of the company in ongoing reservoir evaluation studies worldwide. Before joining Ryder Scott, Mr. Robinson served in a number of engineering positions with ExxonMobil Corporation. For more information regarding Mr. Robinson’s geographic and job specific experience, please refer to the Ryder Scott Company website at www.ryderscott.com/Company/Employees .

Mr. Robinson earned a Bachelor of Science degree in Chemical Engineering from Brigham Young University in 2003 and is a licensed Professional Engineer in the State of Texas. He is also a member of the Society of Petroleum Engineers.

In addition to gaining experience and competency through prior work experience, the Texas Board of Professional Engineers requires a minimum of fifteen hours of continuing education annually, including at least one hour in the area of professional ethics, which Mr. Robinson fulfills. As part of his 2015 continuing education hours, Mr. Robinson attended 24 hours of formalized training including the 2015 RSC Reserves Conference and various professional society presentations covering such topics as the definitions and disclosure guidelines contained in the United States Securities and Exchange Commission Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register, the SPE/WPC/AAPG/SPEE Petroleum Resources Management System, reservoir engineering, overviews of the various productive basins of North America, computer software, and professional ethics.

Based on his educational background, professional training and more than 12 years of practical experience in the estimation and evaluation of petroleum reserves, Mr. Robinson has attained the professional qualifications as a Reserves Estimator set forth in Article III of the “Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information” promulgated by the Society of Petroleum Engineers as of February 19, 2007.




RYDER SCOTT COMPANY PETROLEUM CONSULTANTS



PETROLEUM RESERVES DEFINITIONS

As Adapted From:
RULE 4-10(a) of REGULATION S-X PART 210
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (SEC)


PREAMBLE

On January 14, 2009, the United States Securities and Exchange Commission (SEC) published the “Modernization of Oil and Gas Reporting; Final Rule” in the Federal Register of National Archives and Records Administration (NARA). The “Modernization of Oil and Gas Reporting; Final Rule” includes revisions and additions to the definition section in Rule 4-10 of Regulation S-X, revisions and additions to the oil and gas reporting requirements in Regulation S-K, and amends and codifies Industry Guide 2 in Regulation S-K. The “Modernization of Oil and Gas Reporting; Final Rule”, including all references to Regulation S-X and Regulation S-K, shall be referred to herein collectively as the “SEC regulations”. The SEC regulations take effect for all filings made with the United States Securities and Exchange Commission as of December 31, 2009, or after January 1, 2010. Reference should be made to the full text under Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) for the complete definitions (direct passages excerpted in part or wholly from the aforementioned SEC document are denoted in italics herein).

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. All reserve estimates involve an assessment of the uncertainty relating the likelihood that the actual remaining quantities recovered will be greater or less than the estimated quantities determined as of the date the estimate is made. The uncertainty depends chiefly on the amount of reliable geologic and engineering data available at the time of the estimate and the interpretation of these data. The relative degree of uncertainty may be conveyed by placing reserves into one of two principal classifications, either proved or unproved. Unproved reserves are less certain to be recovered than proved reserves and may be further sub-classified as probable and possible reserves to denote progressively increasing uncertainty in their recoverability. Under the SEC regulations as of December 31, 2009, or after January 1, 2010, a company may optionally disclose estimated quantities of probable or possible oil and gas reserves in documents publicly filed with the SEC. The SEC regulations continue to prohibit disclosure of estimates of oil and gas resources other than reserves and any estimated values of such resources in any document publicly filed with the SEC unless such information is required to be disclosed in the document by foreign or state law as noted in §229.1202 Instruction to Item 1202.

Reserves estimates will generally be revised only as additional geologic or engineering data become available or as economic conditions change.

Reserves may be attributed to either natural energy or improved recovery methods. Improved recovery methods include all methods for supplementing natural energy or altering natural forces in the reservoir to increase ultimate recovery. Examples of such methods are pressure maintenance, natural gas cycling, waterflooding, thermal methods, chemical flooding, and the use of miscible and immiscible displacement fluids. Other improved recovery methods may be developed in the future as petroleum technology continues to evolve.

Reserves may be attributed to either conventional or unconventional petroleum accumulations. Petroleum accumulations are considered as either conventional or unconventional based on the nature of their in-place characteristics, extraction method applied, or degree of processing prior to sale.


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PETROLEUM RESERVES DEFINITIONS
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Examples of unconventional petroleum accumulations include coalbed or coalseam methane (CBM/CSM), basin-centered gas, shale gas, gas hydrates, natural bitumen and oil shale deposits. These unconventional accumulations may require specialized extraction technology and/or significant processing prior to sale.

Reserves do not include quantities of petroleum being held in inventory.

Because of the differences in uncertainty, caution should be exercised when aggregating quantities of petroleum from different reserves categories.


RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(26) defines reserves as follows:

Reserves. Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph (a)(26): Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir ( i.e. , absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources ( i.e. , potentially recoverable resources from undiscovered accumulations).


PROVED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(22) defines proved oil and gas reserves as follows:

Proved oil and gas reserves. Proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(A) The area identified by drilling and limited by fluid contacts, if any, and

(B) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.



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PETROLEUM RESERVES DEFINITIONS
Page 3

PROVED RESERVES (SEC DEFINITIONS) CONTINUED

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:
(A) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(B) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.


PROBABLE RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(18) defines probable oil and gas reserves as follows:

Probable reserves. Probable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.

(i) When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates.

(ii) Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion.
Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir.




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PETROLEUM RESERVES DEFINITIONS
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PROBABLE RESERVES (SEC DEFINITIONS) CONTINUED

(iii) Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

(iv) See also guidelines in paragraphs (a)(17)(iv) and (a)(17)(vi) of this section.




RYDER SCOTT COMPANY PETROLEUM CONSULTANTS



PETROLEUM RESOURCES MANAGEMENT SYSTEM (SPE-PRMS)
Sponsored and Approved by:
SOCIETY OF PETROLEUM ENGINEERS (SPE)
WORLD PETROLEUM COUNCIL (WPC)
AMERICAN ASSOCIATION OF PETROLEUM GEOLOGISTS (AAPG)
SOCIETY OF PETROLEUM EVALUATION ENGINEERS (SPEE)


Reserves status categories define the development and producing status of wells and reservoirs. Reference should be made to Title 17, Code of Federal Regulations, Regulation S-X Part 210, Rule 4-10(a) and the SPE-PRMS as the following reserves status definitions are based on excerpts from the original documents (direct passages excerpted from the aforementioned SEC and SPE-PRMS documents are denoted in italics herein).


DEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(6) defines developed oil and gas reserves as follows:

Developed oil and gas reserves are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Developed Producing (SPE-PRMS Definitions)

While not a requirement for disclosure under the SEC regulations, developed oil and gas reserves may be further sub-classified according to the guidance contained in the SPE-PRMS as Producing or Non-Producing.

Developed Producing Reserves
Developed Producing Reserves are expected to be recovered from completion intervals that are open and producing at the time of the estimate.

Improved recovery reserves are considered producing only after the improved recovery project is in operation.



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PETROLEUM RESERVES STATUS DEFINITIONS AND GUIDELINES
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Developed Non-Producing
Developed Non-Producing Reserves include shut-in and behind-pipe reserves.

Shut-In
Shut-in Reserves are expected to be recovered from:
(1)
completion intervals which are open at the time of the estimate, but which have not started producing;
(2)
wells which were shut-in for market conditions or pipeline connections; or
(3)
wells not capable of production for mechanical reasons.

Behind-Pipe
Behind-pipe Reserves are expected to be recovered from zones in existing wells, which will require additional completion work or future re-completion prior to start of production.

In all cases, production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well.


UNDEVELOPED RESERVES (SEC DEFINITIONS)

Securities and Exchange Commission Regulation S-X §210.4-10(a)(31) defines undeveloped oil and gas reserves as follows:

Undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i)
Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in paragraph (a)(2) of this section, or by other evidence using reliable technology establishing reasonable certainty.



RYDER SCOTT COMPANY PETROLEUM CONSULTANTS