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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 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. (the Company) as of December 31, 2020 and 2019, for each of the three years in the period ended December 31, 2020, and have issued our report thereon dated February 16, 2021 included elsewhere in this Form 10-K. Our audits of the consolidated financial statements included the financial statement schedule listed in Item 15 (a)(2) of this Form 10-K (the “schedule”). 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.

In our opinion, the schedule presents fairly, in all material respects, the information set forth therein when considered in conjunction with the consolidated financial statements.

/s/ Ernst & Young LLP

Phoenix, Arizona

February 16, 2021

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, 2020$4,576$200a$(16)b$(28)c$4,732
Year Ended December 31, 20194,50750d19b—4,576
Year Ended December 31, 20184,575(345)e8b269f4,507
Reserves for non-income taxes:
Year Ended December 31, 2020$58$21$(1)$4g$82
Year Ended December 31, 201962——(4)g58
Year Ended December 31, 2018587(1)(2)g62

a.Primarily relates to a $250 million increase in United States (U.S.) federal net operating loss (NOL) carryforwards, partly offset by a $75 million decrease in U.S foreign tax credits associated with expirations, and an $11 million decrease in U.S. deferred tax assets for which no benefit is expected to be realized.

b.Relates to a valuation allowance for tax benefits primarily associated with actuarial losses for U.S. defined benefit plans included in other comprehensive income (loss).

c.Relates to sale of interest in Kisanfu.

d.Primarily relates to a $208 million increase in U.S. federal deferred tax assets for which no benefit is expected to be realized, partly offset by a $98 million decrease in U.S. foreign tax credits associated with expirations and prior year adjustments, and a $44 million decrease in U.S. federal and state NOL carryforwards.

e.Primarily relates to a $315 million decrease in U.S. foreign tax credits associated with expirations and 2017 U.S. tax reform adjustments, and a decrease of $45 million in U.S. federal NOLs associated with 2018 usage and 2017 U.S. tax reform.

f.Primarily relates to a $244 million increase in foreign NOLs for which no benefit is expected to be realized resulting from PT Freeport Indonesia’s acquisition of PT Rio Tinto Indonesia.

g.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-K001-11307-0111/20/2006
2.2Stock 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
2.3Purchase 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
2.4Stock Purchase Agreement dated May 9, 2016, among CMOC Limited, China Molybdenum Co., Ltd., Phelps Dodge Katanga Corporation and FCX.8-K001-11307-015/9/2016
2.5Purchase 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
2.6+PT-FI Divestment Agreement dated as of September 27, 2018 among FCX, International Support LLC, PT Freeport Indonesia, PT Indocopper Investama (subsequently renamed PT Indonesia Papua Metal Dan Mineral) and PT Indonesia Asahan Aluminium (Persero).10-Q001-11307-0111/9/2018
2.7Supplemental and Amendment Agreement to the PT-FI Divestment Agreement, dated December 21, 2018, among FCX, PT Freeport Indonesia, PT Indonesia Papua Metal Dan Mineral (f/k/a PT Indocopper Investama), PT Indonesia Asahan Aluminium (Persero) and International Support LLC.10-K001-11307-012/15/2019
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 3, 2020.8-K001-11307-016/3/2020
4.1Description of Common Stock of Freeport-McMoRan Inc.X
4.2Indenture 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
4.3Third 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
4.4Fourth 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
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
4.5Seventh 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
4.6Eighth 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
4.7Indenture dated as of March 7, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 3.875% Senior Notes due 2023, and the 5.450% Senior Notes due 2043).8-K001-11307-013/7/2013
4.8Supplemental Indenture dated as of May 31, 2013, among FCX, Freeport-McMoRan Oil & Gas LLC, as guarantor, and U.S. Bank National Association, as Trustee (relating to the 3.875% Senior Notes due 2023, and the 5.450% Senior Notes due 2043).8-K001-11307-016/3/2013
4.9Form 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
4.10Form 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
4.11Form 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
4.12Form 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
4.13Supplemental 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-K001-11307-012/26/2016
4.14Form of Certificate representing shares of common stock, par value $0.10.8-A/A001-11307-018/10/2015
4.15Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (relating to the 5.00% Senior Notes due 2027, the 5.25% Senior Notes due 2029, the 4.125% Senior Notes due 2028, the 4.25% Senior Notes due 2030, the 4.375% Senior Notes due 2028, and the 4.625% Senior Notes due 2030).8-K001-11307-018/15/2019
4.16First Supplemental Indenture dated as of August 15, 2019, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (including the form of 5.00% Senior Notes due 2027).8-K001-11307-018/15/2019
4.17Second Supplemental Indenture dated as of August 15, 2019, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (including the form of 5.25% Senior Notes due 2029).8-K001-11307-018/15/2019
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
4.18Third Supplemental Indenture dated as of March 4, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (including the form of 4.125% Senior Notes due 2028).8-K001-11307-013/4/2020
4.19Fourth Supplemental Indenture dated as of March 4, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (including the form of 4.25% Senior Notes due 2030).8-K001-11307-013/4/2020
4.20Fifth Supplemental Indenture dated as of March 31, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (relating to the 4.125% Senior Notes due 2028 and the 4.25% Senior Notes due 2030).10-Q001-11307-018/7/2020
4.21Sixth Supplemental Indenture dated as of July 27, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (including the form of 4.375% Senior Notes due 2028).8-K001-11307-017/27/2020
4.22Seventh Supplemental Indenture dated as of July 27, 2020, among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, and U.S. Bank National Association, as Trustee (including the form of 4.625% Senior Notes due 2030).8-K001-11307-017/27/2020
10.1Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting.S-3333-7276011/5/2001
10.2Amendment 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-K001-11307-012/27/2015
10.3Amendment No. 8 dated as of April 16, 2014 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting.10-K001-11307-012/20/2018
10.4Amendment No. 9 dated as of April 10, 2017 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting.10-K001-11307-012/20/2018
10.5Shareholders Agreement dated as of December 21, 2018, among FCX, PT Freeport Indonesia, PT Indonesia Papua Metal Dan Mineral and PT Indonesia Asahan Aluminium (Persero).10-K001-11307-012/15/2019
10.6PT Freeport Indonesia Special Mining License (IUPK) from the Minister of Energy and Mineral Resources of the Republic of Indonesia (English translation).10-K001-11307-012/15/2019
10.7Third 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-K001-11307-012/27/2015
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
10.8Participation 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
10.9Shareholders 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
10.10Revolving Credit Agreement dated as of April 20, 2018, among FCX, PT Freeport Indonesia, Freeport-McMoRan Oil & Gas LLC, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto.8-K001-11307-04/23/2018
10.11First Amendment dated as of May 2, 2019 to the Revolving Credit Agreement dated as of April 20, 2018, among Freeport-McMoRan Inc., PT Freeport Indonesia, Freeport-McMoRan Oil & Gas LLC, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto.8-K001-11307-015/2/2019
10.12Second Amendment dated as of November 25, 2019 to the Revolving Credit Agreement dated as of April 20, 2018, as amended by that certain First Amendment dated as of May 2, 2019, among Freeport-McMoRan Inc., PT Freeport Indonesia, Freeport-McMoRan Oil & Gas LLC, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto.8-K001-11307-0111/25/2019
10.13Third Amendment dated as of June 3, 2020 to the Revolving Credit Agreement dated as of April 20, 2018, as amended, among FCX, PT Freeport Indonesia, Freeport-McMoRan Oil & Gas LLC, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto.8-K001-11307-016/3/2020
10.14*Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson.8-K001-11307-0112/23/2013
10.15*FCX Director Compensation.X
10.16*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
10.17*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
10.18*FCX Executive Services Program.10-K001-11307-012/24/2017
10.19*FCX Supplemental Executive Retirement Plan, as amended and restated.8-K001-11307-012/5/2007
10.20*FCX 1996 Supplemental Executive Capital Accumulation Plan.10-Q001-11307-015/12/2008
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
10.21*FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment One.10-Q001-11307-015/12/2008
10.22*FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Two.10-K001-11307-012/26/2009
10.23*FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Three.10-K001-11307-012/27/2015
10.24*FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Four.10-K001-11307-012/27/2015
10.25*FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015.10-K001-11307-012/27/2015
10.26*FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment OneX
10.27*FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment TwoX
10.28*FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment ThreeX
10.29*Freeport Minerals Corporation Supplemental Retirement Plan, as amended and restated.10-K001-11307-012/15/2019
10.30*FCX 2003 Stock Incentive Plan, as amended and restated.10-Q001-11307-015/10/2007
10.31*FCX 2004 Director Compensation Plan, as amended and restated.10-Q001-11307-018/6/2010
10.32*FCX Amended and Restated 2006 Stock Incentive Plan.10-K001-11307-012/27/2014
10.33*FCX 2016 Stock Incentive Plan.8-K001-11307-016/9/2016
10.34*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
10.35*Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014).10-K001-11307-012/27/2014
10.36*Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors).10-K001-11307-012/24/2017
10.37*Form of Restricted Stock Unit Agreement (effective February 2015).10-K001-11307-012/27/2015
10.38*Form of Performance Share Unit Agreement (effective March 2016).10-K001-11307-012/20/2018
10.39*Form of Performance Share Unit Agreement (effective February 2018).10-K001-11307-012/20/2018
10.40*Form of Nonqualified Stock Options Grant Agreement (effective February 2018).10-K001-11307-012/20/2018
10.41*Form of Restricted Stock Unit Agreement (effective February 2018).10-K001-11307-012/20/2018
10.42*FCX Annual Incentive Plan (effective January 2019).10-K001-11307-012/15/2019
10.43*Freeport-McMoRan Inc. Executive Change in Control Severance Plan, effective as of May 5, 2020.10-Q001-11307-015/7/2020
14.1FCX Principles of Business Conduct.10-K001-11307-012/14/2020
21.1Subsidiaries of FCX.X
22.1List of Guarantor SubsidiariesX
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
Filed
Exhibitwith thisIncorporated by Reference
NumberExhibit TitleForm 10-KFormFile No.Date Filed
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
101.INSXBRL Instance Document - the XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Taxonomy Extension Schema.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase.X
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104The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL.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 (SEC).

  • Indicates management contract or compensatory plan or arrangement.

+ The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K.

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