Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Only our 2016 Stock Incentive Plan (2016 plan), which was previously approved by our stockholders, has shares of our common stock available for future grant. However, we have equity compensation plans pursuant to which awards have previously been made that could result in issuance of our common stock to employees and non-employees as compensation, including two plans that were assumed in connection with the acquisition of Plains Exploration & Production Company (Plains Exploration) under which stock-settled restricted stock units (RSUs) were previously issued, seven plans that were assumed in connection with the acquisition of McMoRan Exploration Co. under which stock-settled RSUs and nonqualified stock options were previously issued, and one plan that was assumed in connection with the acquisition of Phelps Dodge Corporation (Phelps Dodge) under which nonqualified stock options were previously issued.

The following table presents information regarding our equity compensation plans as of December 31, 2016.



	Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)		(b)		(c)
Equity compensation plans approved by security holders	58,719,008	a	$	30.62	71,938,292
Equity compensation plans not approved by security holders	4,836,085	b	$	26.50	—
Total	63,555,093		$	30.26	71,938,292


a.	Includes shares of our common stock issuable upon the vesting of 4,316,763 RSUs and 5,178,000 performance share units(PSUs) at maximum performance levels, and the termination of deferrals with respect to 1,119,800 RSUs that were vested as of December 31, 2016. These awards are not reflected in column (b) because they do not have an exercise price. The number of securities to be issued in column (a) does not include 1,430 outstanding stock appreciation rights (SARs), which were granted under the plan but are payable solely in cash. The number of securities to be issued in column (a) also does not include RSUs granted under our phantom stock plan, which are payable solely in cash.

Includes shares of our common stock issuable upon the vesting of 4,316,763 RSUs and 5,178,000 performance share units(PSUs) at maximum performance levels, and the termination of deferrals with respect to 1,119,800 RSUs that were vested as of December 31, 2016. These awards are not reflected in column (b) because they do not have an exercise price. The number of securities to be issued in column (a) does not include 1,430 outstanding stock appreciation rights (SARs), which were granted under the plan but are payable solely in cash. The number of securities to be issued in column (a) also does not include RSUs granted under our phantom stock plan, which are payable solely in cash.


b.	Represents securities to be issued under awards assumed in our acquisitions of Plains Exploration, McMoRan Exploration Co. and Phelps Dodge. Includes shares issuable upon the vesting of 181,448 RSUs that were assumed in prior acquisitions. These awards are not reflected in column (b) because they do not have an exercise price. The number of securities to be issued in column (a) does not include 1,032,723 outstanding SARs and 338,489 RSUs, which were assumed in prior acquisitions and are payable solely in cash.

Represents securities to be issued under awards assumed in our acquisitions of Plains Exploration, McMoRan Exploration Co. and Phelps Dodge. Includes shares issuable upon the vesting of 181,448 RSUs that were assumed in prior acquisitions. These awards are not reflected in column (b) because they do not have an exercise price. The number of securities to be issued in column (a) does not include 1,032,723 outstanding SARs and 338,489 RSUs, which were assumed in prior acquisitions and are payable solely in cash.

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