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Item 15. Exhibits, Financial Statement Schedules.

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Item 15. Exhibits, Financial Statement Schedules.

(a)(1). Financial Statements.

The consolidated statements of operations, comprehensive income (loss), 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.

The following financial statement schedule is presented below.

Schedule II – Valuation and Qualifying Accounts

Schedules other than the one listed below 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.

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of Freeport-McMoRan Inc. (the Company) as of December 31, 2017 and 2016, and for each of the three years in the period ended December 31, 2017, and have issued our report thereon dated February 20, 2018 (included elsewhere in this Form 10-K). Our audits also included the financial statement schedule listed in Item 15 (a)(2) as of December 31, 2017, 2016 and 2015, and for each of the three years in the period ended December 31, 2017, of this Form 10-K. In our opinion, the financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.

Basis for Opinion

This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the

Company’s schedule based on our audits. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Phoenix, Arizona

February 20, 2018

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (In millions)

Additions (Deductions)
Balance atCharged toCharged toOtherBalance at
Beginning ofCosts andOtherAdditionsEnd of
YearExpenseAccounts(Deductions)Year
Reserves and allowances deducted
from asset accounts:
Valuation allowance for deferred tax assets
Year Ended December 31, 2017$6,058$(1,484)a$1b$—$4,575
Year Ended December 31, 20164,1831,85223b—6,058
Year Ended December 31, 20152,4341,749——4,183
Reserves for non-income taxes:
Year Ended December 31, 2017$64$(2)$—$(4)c$58
Year Ended December 31, 20168313(3)(29)c64
Year Ended December 31, 2015939—(19)c83
a.Relates to a $1.1 billion decrease associated with a reduction in the corporate income tax rate applicable to U.S. federal deferred tax assets and $371 million for the reversal of valuation allowances on U.S. federal alternative minimum tax credits.
b.Relates to a valuation allowance for tax benefits primarily associated with actuarial losses for U.S. defined benefit plans included in other comprehensive loss.
c.Represents amounts paid or adjustments to reserves based on revised estimates.

(a)(3). Exhibits.

Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
2.1Agreement and Plan of Merger dated as of November 18, 2006, by and among FCX, Phelps Dodge Corporation and Panther Acquisition Corporation.8-K333-13925211/20/2006
2.2Agreement and Plan of Merger by and among Plains Exploration & Production Company, FCX and IMONC LLC, dated as of December 5, 2012.8-K001-11307-0112/6/2012
2.3Agreement and Plan of Merger by and among McMoRan Exploration Co., FCX and INAVN Corp., dated as of December 5, 2012.8-K001-11307-0112/6/2012
2.4Stock Purchase Agreement, dated as of October 6, 2014, among LMC Candelaria SpA, LMC Ojos del Salado SpA and Freeport Minerals Corporation.10-Q001-11307-0111/7/2014
2.5Purchase Agreement dated February 15, 2016, between Sumitomo Metal Mining America Inc., Sumitomo Metal Mining Co., Ltd., Freeport-McMoRan Morenci Inc., Freeport Minerals Corporation, and FCX.8-K001-11307-012/16/2016
2.6Stock Purchase Agreement dated May 9, 2016, among CMOC Limited, China Molybdenum Co., Ltd., Phelps Dodge Katanga Corporation and FCX.8-K001-11307-012/9/2016
2.7Purchase and Sale Agreement dated September 12, 2016, between Freeport-McMoRan Oil & Gas LLC, Freeport-McMoRan Exploration & Production LLC, Plains Offshore Operations Inc. and Anadarko US Offshore LLC.10-Q001-11307-0111/9/2016
3.1Amended and Restated Certificate of Incorporation of FCX, effective as of June 8, 2016.8-K001-11307-016/9/2016
3.2Amended and Restated By-Laws of FCX, effective as of June 8, 2016.8-K001-11307-016/9/2016
4.1Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 3.55% Senior Notes due 2022, the 4.00% Senior Notes due 2021, the 4.55% Senior Notes due 2024, and the 5.40% Senior Notes due 2034).8-K001-11307-012/13/2012
4.2Third 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-K001-11307-012/13/2012
4.3Fourth Supplemental Indenture dated as of May 31, 2013, among FCX, Freeport-McMoRan Oil & Gas LLC and U.S. Bank National Association, as Trustee (relating to the 3.55% Senior Notes due 2022, the 4.00% Senior Notes due 2021, the 4.55% Senior Notes due 2024, and the 5.40% Senior Notes due 2034).8-K001-11307-016/3/2013
4.5Sixth 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-K001-11307-0111/14/2014
4.6Seventh 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-K001-11307-0111/14/2014
4.7Eighth 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-K001-11307-0111/14/2014
4.8Indenture 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-K001-11307-013/7/2013
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
4.9Supplemental 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-K001-11307-016/3/2013
4.10Indenture 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-K001-314703/13/2007
4.11Seventeenth 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-K001-3147010/26/2012
4.12Eighteenth Supplemental Indenture dated as of May 31, 2013 to the Indenture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas Inc., as Co-Issuer, FCX, as Parent Guarantor, Plains Exploration & Production Company, as Original Issuer, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023).8-K001-11307-016/3/2013
4.13Nineteenth Supplemental Indenture dated as of September 30, 2016 to the Indenture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas Inc., as Co-Issuer, FMSTP Inc., as Additional Co-Issuer, FCX, as Parent Guarantor, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023).10-Q001-11307-0111/9/2016
4.14Twentieth Supplemental Indenture dated as of December 13, 2016 to the Indendture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas LLC, as Co-Issuer, FMSTP Inc., as Additional Co-Issuer, FCX, as Parent Guarantor, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023).8-K001-11307-0112/13/2016
4.15Form 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-3333-364159/25/1997
4.16Form 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-K001-0008211/3/1997
4.17Form 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-K001-000825/30/2001
4.18Form 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-K001-000823/7/2005
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
4.19Supplemental Indenture dated as of April 4, 2007 to the Indenture dated as of September 22, 1997, among Phelps Dodge Corporation, as Issuer, Freeport-McMoRan Copper & Gold Inc., as Parent Guarantor, and U.S. Bank National Association, as Trustee (relating to the 7.125% Senior Notes due 2027, the 9.50% Senior Notes due 2031, and the 6.125% Senior Notes due 2034).10-K001-000822/26/2016
4.20Indenture dated as of December 31, 2016 among FCX, Freeport McMoRan Oil & Gas LLC, as guarantor, and U.S. Bank National Association, as Trustee (relating to the 6.75% Senior Notes due 2022 and the 6.875% Senior Notes due 2023).8-K001-11307-0112/13/2016
4.21Registration Rights Agreement dated as of December 13, 2016 among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Managers, relating to the 6.75% Senior Notes due 2022.8-K001-11307-0112/13/2016
4.22Registration Rights Agreement dated as of December 13, 2016 among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer Managers, relating to the 6.875% Senior Notes due 2023.8-K001-11307-0112/13/2016
10.1Contract of Work dated December 30, 1991, between the Government of the Republic of Indonesia and PT Freeport Indonesia.S-3333-7276011/5/2001
10.2Memorandum 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-K001-11307-017/8/2014
10.3Extension 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-K001-11307-012/27/2015
10.4Participation 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-3333-7276011/5/2001
10.5First 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-K001-11307-012/27/2015
10.6Sixth 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-Q001-11307-0111/6/2015
10.7Seventh Amendment dated October 21, 2016, to the Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. Rio Tinto Indonesia.10-Q001-11307-0111/9/2016
10.8Agreement 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-K001-0991611/13/1996
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
10.9Amendment 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-Q001-11307-018/10/2015
10.10Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting.S-3333-7276011/5/2001
10.11Amendment 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-K001-000822/27/2015
10.12Amendment No. 8 dated as of April 16, 2014 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting.X
10.13Amendment No. 9 dated as of April 10, 2017 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting.X
10.14Nomination 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-K001-11307-0110/7/2015
10.15Confidentiality 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-K001-11307-0110/7/2015
10.16Third 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-K001-000822/27/2015
10.17Participation 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-K001-000823/22/2005
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
10.18Shareholders 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-K001-000826/7/2005
10.19Amendment and Restatement Agreement dated as of February 26, 2016, relating to the Revolving Credit Agreement dated as of February 14, 2013, as amended, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and each of the lenders and issuing banks from time to time party thereto.10-K001-000822/26/2016
10.20*Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson.8-K001-11307-0112/23/2013
10.21*FCX Director Compensation.10-K001-000822/26/2016
10.22*Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and Kathleen L. Quirk.10-K001-11307-012/26/2009
10.23*Amendment to Amended and Restated Executive Employment Agreement dated December 2, 2008, by and between FCX and Kathleen L. Quirk, dated April 27, 2011.8-K001-11307-014/29/2011
10.24*FCX Executive Services Program10-K001-11307-012/24/2017
10.25*FCX Supplemental Executive Retirement Plan, as amended and restated.8-K001-11307-012/5/2007
10.26*FCX Supplemental Executive Capital Accumulation Plan.10-Q001-11307-015/12/2008
10.27*FCX Supplemental Executive Capital Accumulation Plan Amendment One.10-Q001-11307-015/12/2008
10.28*FCX Supplemental Executive Capital Accumulation Plan Amendment Two.10-K001-11307-012/26/2009
10.29*FCX Supplemental Executive Capital Accumulation Plan Amendment Three.10-K001-000822/27/2015
10.30*FCX Supplemental Executive Capital Accumulation Plan Amendment Four.10-K001-000822/27/2015
10.31*FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015.10-K001-000822/27/2015
10.32*FCX Amended and Restated 1999 Stock Incentive Plan, as amended and restated.10-Q001-11307-015/10/2007
10.33*FCX 2003 Stock Incentive Plan, as amended and restated.10-Q001-11307-015/10/2007
10.34*FCX 2004 Director Compensation Plan, as amended and restated.10-Q001-11307-018/6/2010
10.35*FCX Amended and Restated 2006 Stock Incentive Plan.10-K001-11307-012/27/2014
10.36*Form of Notice of Grant of Nonqualified Stock Options for grants under the FCX 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2006 Stock Incentive Plan.10-K001-11307-012/29/2008
10.37*FCX 2004 Director Compensation Plan, as amended and restated.10-Q001-11307-018/6/2010
10.38*FCX Amended and Restated 2006 Stock Incentive Plan.10-K001-11307-012/27/2014
10.39*Form of Notice of Grant of Nonqualified Stock Options for grants under the FCX 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2006 Stock Incentive Plan.10-K001-11307-012/29/2008
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
10.40*Form of Notice of Grant of Nonqualified Stock Options and Restricted Stock Units under the 2006 Stock Incentive Plan (for grants made to non-management directors and advisory directors).8-K001-11307-016/14/2010
10.41*Form of Nonqualified Stock Options Grant Agreement (effective February 2012).10-K001-11307-012/27/2012
10.42*Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014).10-K001-11307-012/27/2014
10.43*Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2014).10-K001-11307-012/27/2014
10.44*Form of Performance Share Unit Agreement (effective February 2014).8-K001-11307-013/3/2014
10.45*FCX Annual Incentive Plan (For Fiscal Years Ending 2014 - 2018).8-K001-11307-016/18/2014
10.46*Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors).10-K001-11307-012/24/2017
10.47*Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2015).10-K001-000822/27/2015
10.48*FCX 2016 Stock Incentive Plan8-K001-11307-016/9/2016
10.49*Form of Performance Share Unit Agreement (effective March 2016)X
10.50*Form of Performance Share Unit Agreement (effective February 2018)X
10.51*Form of Nonqualified Stock Options Grant Agreement (effective February 2018)X
10.52*Form of Restricted Stock Unit Agreement (effective February 2018)X
12.1FCX Computation of Ratio of Earnings to Fixed Charges.X
14.1FCX Principles of Business Conduct.10-K001-11307-012/24/2017
21.1Subsidiaries of FCX.X
23.1Consent of Ernst & Young LLP.X
24.1Certified 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
24.2Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX.X
31.1Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d – 14(a).X
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d – 14(a).X
32.1Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.X
32.2Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350.X
95.1Mine Safety Disclosure.X
99.1Memorandum of Understanding between the Minister of Energy and Mineral Resources on behalf of the Government of the Republic of Indonesia with PT Freeport Indonesia dated March 31, 2017.10-Q001-11307-015/5/2017
101.INSXBRL Instance Document.X
101.SCHXBRL Taxonomy Extension Schema.X
101.CALXBRL Taxonomy Extension Calculation Linkbase.X
101.DEFXBRL Taxonomy Extension Definition Linkbase.X
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
101.LABXBRL Taxonomy Extension Label Linkbase.X
101.PREXBRL 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 Securities and Exchange Commission.

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