Item 5. Other Information
Item 5. Other Information.
On August 7, 2020, Freeport-McMoRan Inc. (FCX) announced the appointment of Joshua F. “Josh” Olmsted as President and Chief Operating Officer - Americas upon the retirement of Harry M. “Red” Conger, IV. Following a 33-year career with FCX, Red Conger (age 64) notified FCX on August 3, 2020, of his election to retire effective September 1, 2020.
Mr. Olmsted (age 49) currently serves as Senior Vice President - Americas. He has 28 years of experience in the FCX organization, including senior leadership roles at several operating sites in the United States and South America. He has served as Senior Vice President - Americas since 2015, and prior to that he served as Senior Vice President - Morenci (2012-2015), President - El Abra (2009-2012), Administrative General Manager - Morenci (2007-2009) and prior to 2007 served as Manager - Engineering and Geology, Candelaria, and Operations Superintendent - Chino.
There are no arrangements or understandings between Mr. Olmsted and any other person pursuant to which he was appointed as an officer. FCX is not aware of any transactions involving Mr. Olmsted or a related person that would require disclosure under Item 404(a) of Regulation S-K.
Item 6.
Exhibits.
Filed
Exhibit
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-Q
Form
File No.
Date Filed
2.1 *
PTFI 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
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, 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
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
4.3
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 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-K
001-11307-01
6/3/2013
4.4
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
4.5
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
73
Table of Contents
Filed
Exhibit
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-Q
Form
File No.
Date Filed
4.6
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
4.7
Indenture 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-K
001-11307-01
3/7/2013
4.8
Supplemental 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-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 7.125% 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
4.10
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
01-00082
11/3/1997
4.11
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
01-00082
5/30/2001
4.12
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
01-00082
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 7.125% Senior Notes due 2027, the 9.50% Senior Notes due 2031, and the 6.125% Senior Notes due 2034).
10-K
001-11307-01
2/26/2016
4.14
Indenture dated as of December 13, 2016, among FCX, Freeport-McMoRan Oil & Gas LLC, as guarantor, and U.S. Bank National Association, as Trustee (relating to the 6.875% Senior Notes due 2023).
8-K
001-11307-01
12/13/2016
4.15
Registration 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-K
001-11307-01
12/13/2016
4.16
Form of Certificate representing shares of common stock, par value $0.10.
8-A/A
001-11307-01
8/10/2015
4.17
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
74
Table of Contents
Filed
Exhibit
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-Q
Form
File No.
Date Filed
4.18
First 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 (relating to the 5.00% Senior Notes due 2027).
8-K
001-11307-01
8/15/2019
4.19
Second 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 (relating to the 5.25% Senior Notes due 2029).
8-K
001-11307-01
8/15/2019
4.20
Third 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 (relating to the 4.125% Senior Notes due 2028).
8-K
001-11307-01
3/4/2020
4.21
Fourth 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 (relating to the 4.25% Senior Notes due 2030).
8-K
001-11307-01
3/4/2020
4.22
Form of 5.00% Senior Notes due 2027 (included in Exhibit 4.18).
8-K
001-11307-01
8/15/2019
4.23
Form of 5.25% Senior Notes due 2029 (included in Exhibit 4.19).
8-K
001-11307-01
8/15/2019
4.24
Form of 4.125% Senior Notes due 2028 (included in Exhibit 4.20).
8-K
001-11307-01
3/4/2020
4.25
Form of 4.25% Senior Notes due 2030 (included in Exhibit 4.21).
8-K
001-11307-01
3/4/2020
4.26
Fifth 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).
X
4.27
Sixth 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 (relating to the 4.375% Senior Notes due 2028).
8-K
001-11307-01
7/27/2020
4.28
Seventh 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 (relating to the 4.625% Senior Notes due 2030).
8-K
001-11307-01
7/27/2020
4.29
Form of 4.375% Senior Notes due 2028 (included in Exhibit 4.27).
8-K
001-11307-01
7/27/2020
4.30
Form of 4.625% Senior Notes due 2030 (included in Exhibit 4.28).
8-K
001-11307-01
7/27/2020
10.1 +
Freeport-McMoRan Inc. Executive Change in Control Severance Plan, effective as of May 5, 2020.
10-Q
001-11307-01
5/7/2020
10.2
Third 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-K
001-11307-01
6/3/2020
15.1
Letter from Ernst & Young LLP regarding unaudited interim financial statements.
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
75
Table of Contents
Filed
Exhibit
with this
Incorporated by Reference
Number
Exhibit Title
Form 10-Q
Form
File No.
Date Filed
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
X
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350.
X
95.1
Mine Safety and Health Administration Safety Data.
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 Quarterly Report on Form 10-Q, formatted in Inline XBRL.
X
* The registrant agrees to furnish supplementally to the Securities and Exchange Commission (SEC) a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(a)(5) of Regulation S-K.
+ Indicates management contract or compensatory plan or arrangement.
Note: Certain instruments with respect to long-term debt of FCX have not been filed as exhibits to this Quarterly Report on Form 10-Q 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 SEC.
76
Table of Contents
SIGNATURE
Pursuant to the requirements 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.
Freeport-McMoRan Inc.
By:
/s/ C. Donald Whitmire, Jr.
C. Donald Whitmire, Jr.
Vice President and
Controller - Financial Reporting
(authorized signatory
and Principal Accounting Officer)
Date: August 7, 2020
S-1