Item 15. Exhibits, Financial Statement Schedules.
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Item 15. Exhibits, Financial Statement Schedules.
(a)(1). Financial Statements.
The consolidated statements of income, comprehensive 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.
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, 2023 and 2022, for each of the three years in the period ended December 31, 2023, and have issued our report thereon dated February 15, 2024 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 15, 2024
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (In millions)
| Additions (Deductions) | ||||||||||||||||||||||||||||||||
| Balance at | Charged to | Charged to | Balance at | |||||||||||||||||||||||||||||
| Beginning of | Costs and | Other | Other | End of | ||||||||||||||||||||||||||||
| Year | Expense | Accounts | Deductions | Year | ||||||||||||||||||||||||||||
| Reserves and allowances deducted | ||||||||||||||||||||||||||||||||
| from asset accounts: | ||||||||||||||||||||||||||||||||
| Valuation allowance for deferred tax assets | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2023 | $ | 3,985 | $ | (80) | a | $ | (11) | b | $ | — | $ | 3,894 | ||||||||||||||||||||
| Year Ended December 31, 2022 | 4,087 | (87) | c | (15) | b | — | 3,985 | |||||||||||||||||||||||||
| Year Ended December 31, 2021 | 4,732 | (596) | d | (49) | b | — | 4,087 | |||||||||||||||||||||||||
| Reserves for non-income taxes: | ||||||||||||||||||||||||||||||||
| Year Ended December 31, 2023 | $ | 24 | $ | 9 | $ | — | $ | (5) | e | $ | 28 | |||||||||||||||||||||
| Year Ended December 31, 2022 | 59 | (32) | — | (3) | e | 24 | ||||||||||||||||||||||||||
| Year Ended December 31, 2021 | 82 | 18 | — | (41) | e | 59 |
a.Primarily relates to $32 million of United States (U.S.) federal net operating losses (NOLs) utilized during 2023, and a $292 million decrease related to expirations of U.S. foreign tax credits, partially offset by an increase of $188 million, primarily associated with current year changes in U.S. federal temporary differences and a $22 million increase in valuation allowances against Section 163(j) deferred tax assets related to current year activity.
b.Relates to a valuation allowance for tax benefits primarily associated with actuarial gains for U.S. defined benefit plans included in other comprehensive income.
c.Primarily relates to $163 million of U.S. federal NOLs utilized during 2022 and a $22 million decrease related to expirations of U.S. foreign tax credits, partially offset by an increase of $104 million, primarily associated with current year changes in U.S. federal temporary differences.
d.Primarily relates to decreases of $219 million associated with U.S. federal NOL carryforwards utilized during 2021, $105 million related to expiration of U.S. foreign tax credits and $228 million associated with PT Rio Tinto NOLs resulting from positive evidence supporting future taxable income against which NOLs can be used.
e.Represents amounts paid or adjustments to reserves based on revised estimates.
(a)(3). Exhibits.
| Filed | |||||||||||||||||
| Exhibit | with this | Incorporated by Reference | |||||||||||||||
| Number | Exhibit Title | Form 10-K | Form | File No. | Date Filed | ||||||||||||
| 2.1 | PT-FI Divestment Agreement dated as of September 27, 2018 among FCX, International Support LLC, PT Freeport Indonesia, PT Indocopper Investama and PT Indonesia Asahan Aluminium (Persero). | 10-Q | 001-11307-01 | 11/9/2018 | |||||||||||||
| 2.2 | Supplemental 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-K | 001-11307-01 | 2/15/2019 | |||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of FCX, effective as of June 8, 2016. | 8-K | 001-11307-01 | 6/9/2016 | |||||||||||||
| 3.2 | Amended and Restated By-Laws of FCX, effective as of June 3, 2020. | 8-K | 001-11307-01 | 6/3/2020 | |||||||||||||
| 4.1 | Description of Common Stock of Freeport-McMoRan Inc. | 10-K | 001-11307-01 | 2/16/2021 | |||||||||||||
| 4.2 | Form of Certificate representing shares of common stock, par value $0.10. | 8-A/A | 001-11307-01 | 8/10/2015 | |||||||||||||
| 4.3 | Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024 and the 5.40% Senior Notes due 2034). | 8-K | 001-11307-01 | 2/13/2012 | |||||||||||||
| 4.4 | Fourth Supplemental Indenture dated as of May 31, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to 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 | Seventh Supplemental Indenture dated as of November 14, 2014 between FCX 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 | |||||||||||||
| 4.6 | Eighth Supplemental Indenture dated as of November 14, 2014 between FCX and U.S. Bank National Association, as Trustee (relating to the 5.40% Senior Notes due 2034). | 8-K | 001-11307-01 | 11/14/2014 | |||||||||||||
| 4.7 | Indenture dated as of March 7, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 5.450% Senior Notes due 2043). | 8-K | 001-11307-01 | 3/7/2013 | |||||||||||||
| 4.8 | Supplemental Indenture dated as of May 31, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 5.450% Senior Notes due 2043). | 8-K | 001-11307-01 | 6/3/2013 | |||||||||||||
| 4.9 | Form of Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, as Trustee (relating to the 7 1/8% Debentures due 2027, the 9 1/2% Senior Notes due 2031 and the 6 1/8% Senior Notes due 2034). | S-3 | 333-36415 | 9/25/1997 | |||||||||||||
| 4.10 | Form of 7 1/8% 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 1/8% Debentures due 2027). | 8-K | 001-00082 | 11/3/1997 |
| Filed | |||||||||||||||||
| Exhibit | with this | Incorporated by Reference | |||||||||||||||
| Number | Exhibit Title | Form 10-K | Form | File No. | Date Filed | ||||||||||||
| 4.11 | Form of 9 1/2% 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 1/2% Senior Notes due 2031). | 8-K | 001-00082 | 5/30/2001 | |||||||||||||
| 4.12 | Form of 6 1/8% 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 1/8% Senior Notes due 2034). | 10-K | 001-00082 | 3/7/2005 | |||||||||||||
| 4.13 | 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 1/8% Debentures due 2027, the 9 1/2% Senior Notes due 2031 and the 6 1/8% Senior Notes due 2034). | 10-K | 001-11307-01 | 2/26/2016 | |||||||||||||
| 4.14 | Indenture 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 4.125% Senior Notes due 2028, the 4.375% Senior Notes due 2028, the 5.25% Senior Notes due 2029, the 4.25% Senior Notes due 2030 and the 4.625% Senior Notes due 2030). | 8-K | 001-11307-01 | 8/15/2019 | |||||||||||||
| 4.15 | First Supplemental Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (including the form of 5.00% Senior Notes due 2027). | 8-K | 001-11307-01 | 8/15/2019 | |||||||||||||
| 4.16 | Second Supplemental Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (including the form of 5.25% Senior Notes due 2029). | 8-K | 001-11307-01 | 8/15/2019 | |||||||||||||
| 4.17 | Third Supplemental Indenture dated as of March 4, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.125% Senior Notes due 2028). | 8-K | 001-11307-01 | 3/4/2020 | |||||||||||||
| 4.18 | Fourth Supplemental Indenture dated as of March 4, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.25% Senior Notes due 2030). | 8-K | 001-11307-01 | 3/4/2020 | |||||||||||||
| 4.19 | Fifth Supplemental Indenture dated as of March 31, 2020, between FCX 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-Q | 001-11307-01 | 8/7/2020 | |||||||||||||
| 4.20 | Sixth Supplemental Indenture dated as of July 27, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.375% Senior Notes due 2028). | 8-K | 001-11307-01 | 7/27/2020 | |||||||||||||
| 4.21 | Seventh Supplemental Indenture dated as of July 27, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.625% Senior Notes due 2030). | 8-K | 001-11307-01 | 7/27/2020 | |||||||||||||
| 10.1 | Shareholders 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-K | 001-11307-01 | 2/15/2019 | |||||||||||||
| 10.2 | PT Freeport Indonesia Special Mining License (IUPK) from the Minister of Energy and Mineral Resources of the Republic of Indonesia (English translation). | 10-K | 001-11307-01 | 2/15/2019 |
| Filed | |||||||||||||||||
| Exhibit | with this | Incorporated by Reference | |||||||||||||||
| Number | Exhibit Title | Form 10-K | Form | File No. | Date Filed | ||||||||||||
| 10.3 | 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 | |||||||||||||
| 10.4 | 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 | |||||||||||||
| 10.5 | Revolving Credit Agreement dated as of October 19, 2022, among FCX, PT Freeport Indonesia, 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-K | 001-11307-01 | 10/25/2022 | |||||||||||||
| 10.6* | Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson. | 8-K | 001-11307-01 | 12/23/2013 | |||||||||||||
| 10.7* | FCX Director Compensation. | X | |||||||||||||||
| 10.8* | 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 | |||||||||||||
| 10.9* | 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 | |||||||||||||
| 10.10* | FCX Executive Services Program. | 10-K | 001-11307-01 | 2/15/2023 | |||||||||||||
| 10.11* | FCX Supplemental Executive Retirement Plan, as amended and restated. | 8-K | 001-11307-01 | 2/5/2007 | |||||||||||||
| 10.12* | FCX 1996 Supplemental Executive Capital Accumulation Plan. | 10-Q | 001-11307-01 | 5/12/2008 | |||||||||||||
| 10.13* | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment One. | 10-Q | 001-11307-01 | 5/12/2008 | |||||||||||||
| 10.14* | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Two. | 10-K | 001-11307-01 | 2/26/2009 | |||||||||||||
| 10.15* | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Three. | 10-K | 001-11307-01 | 2/27/2015 | |||||||||||||
| 10.16* | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Four. | 10-K | 001-11307-01 | 2/27/2015 | |||||||||||||
| 10.17* | FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015. | 10-K | 001-11307-01 | 2/27/2015 |
| Filed | |||||||||||||||||
| Exhibit | with this | Incorporated by Reference | |||||||||||||||
| Number | Exhibit Title | Form 10-K | Form | File No. | Date Filed | ||||||||||||
| 10.18* | FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment One. | 10-K | 001-11307-01 | 2/16/2021 | |||||||||||||
| 10.19* | FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment Two. | 10-K | 001-11307-01 | 2/16/2021 | |||||||||||||
| 10.20* | FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment Three. | 10-K | 001-11307-01 | 2/16/2021 | |||||||||||||
| 10.21* | Freeport Minerals Corporation Supplemental Retirement Plan, as amended and restated. | 10-K | 001-11307-01 | 2/15/2019 | |||||||||||||
| 10.22* | FCX 2004 Director Compensation Plan, as amended and restated. | 10-Q | 001-11307-01 | 8/6/2010 | |||||||||||||
| 10.23* | FCX Amended and Restated 2006 Stock Incentive Plan. | 10-K | 001-11307-01 | 2/27/2014 | |||||||||||||
| 10.24* | FCX 2016 Stock Incentive Plan. | 8-K | 001-11307-01 | 6/9/2016 | |||||||||||||
| 10.25* | Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014). | 10-K | 001-11307-01 | 2/27/2014 | |||||||||||||
| 10.26* | Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors). | 10-K | 001-11307-01 | 2/24/2017 | |||||||||||||
| 10.27* | Form of Performance Share Unit Agreement (effective February 2018). | 10-K | 001-11307-01 | 2/20/2018 | |||||||||||||
| 10.28* | Form of Performance Share Unit Agreement (effective February 2021). | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
| 10.29* | Form of Nonqualified Stock Options Grant Agreement (effective February 2018). | 10-K | 001-11307-01 | 2/20/2018 | |||||||||||||
| 10.30* | Form of Restricted Stock Unit Agreement (effective February 2018). | 10-K | 001-11307-01 | 2/20/2018 | |||||||||||||
| 10.31* | FCX Annual Incentive Plan (effective January 2019). | 10-K | 001-11307-01 | 2/15/2019 | |||||||||||||
| 10.32* | FCX Executive Change in Control Severance Plan. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
| 21.1 | List of Subsidiaries of FCX. | X | |||||||||||||||
| 22.1 | List of Subsidiary Guarantors and Subsidiary Issuers of Guaranteed Securities. | X | |||||||||||||||
| 23.1 | Consent of Ernst & Young LLP. | X | |||||||||||||||
| 23.2 | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Cerro Verde Mine. | 10-K | 001-11307-01 | 2/15/2023 | |||||||||||||
| 23.3 | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Grasberg Minerals District. | 10-K | 001-11307-01 | 2/15/2023 | |||||||||||||
| 23.4 | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Morenci Mine. | X | |||||||||||||||
| 24.1 | Certified resolution of the Board of Directors of FCX authorizing this report to be signed on behalf of any officer or director pursuant to a Power of Attorney. | X | |||||||||||||||
| 24.2 | Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX. | X | |||||||||||||||
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d - 14(a). | X | |||||||||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d - 14(a). | X | |||||||||||||||
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. | X |
| Filed | |||||||||||||||||
| Exhibit | with this | Incorporated by Reference | |||||||||||||||
| Number | Exhibit Title | Form 10-K | Form | File No. | Date Filed | ||||||||||||
| 32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350. | X | |||||||||||||||
| 95.1 | Mine Safety Disclosure. | X | |||||||||||||||
| 96.1 | Technical Report Summary of Mineral Reserves and Mineral Resources for Cerro Verde Mine, effective as of December 31, 2022. | 10-K | 001-11307-01 | 2/15/2023 | |||||||||||||
| 96.2 | Technical Report Summary of Mineral Reserves and Mineral Resources for Grasberg Minerals District, effective as of December 31, 2022. | 10-K | 001-11307-01 | 2/15/2023 | |||||||||||||
| 96.3 | Technical Report Summary of Mineral Reserves and Mineral Resources for Morenci Mine, effective as of December 31, 2023. | X | |||||||||||||||
| 97 | Freeport-McMoRan Inc. Incentive-Based Compensation Recovery Policy, effective as of October 2, 2023. | X | |||||||||||||||
| 101.INS | XBRL 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.SCH | Inline XBRL Taxonomy Extension Schema. | X | |||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase. | X | |||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase. | X | |||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase. | X | |||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase. | X | |||||||||||||||
| 104 | The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL and contained in Exhibit 101. | 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% 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 United States Securities and Exchange Commission.
- Indicates management contract or compensatory plan or arrangement.
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