Item 1. Financial Statements
Item 1. Financial Statements .
Freeport-McMoRan Inc.
CONSOLIDATED BALANCE SHEETS (Unaudited)
September 30,
2020 December 31,
2019
(In millions)
ASSETS
Current assets:
Cash and cash equivalents $ 2,403 $ 2,020
Trade accounts receivable 893 741
Income and other tax receivables 464 426
Inventories:
Materials and supplies, net 1,610 1,649
Mill and leach stockpiles 1,004 1,143
Product 1,278 1,281
Other current assets 419 655
Total current assets 8,071 7,915
Property, plant, equipment and mine development costs, net 29,911 29,584
Long-term mill and leach stockpiles 1,463 1,425
Other assets 1,654 1,885
Total assets $ 41,099 $ 40,809
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 2,533 $ 2,576
Current portion of environmental and asset retirement obligations 397 436
Accrued income taxes 119 119
Current portion of debt 47 5
Dividends payable — 73
Total current liabilities 3,096 3,209
Long-term debt, less current portion 9,983 9,821
Deferred income taxes 4,325 4,210
Environmental and asset retirement obligations, less current portion 3,693 3,630
Other liabilities 2,440 2,491
Total liabilities 23,537 23,361
Equity:
Stockholders’ equity:
Common stock 158 158
Capital in excess of par value 25,934 25,830
Accumulated deficit ( 12,389 ) ( 12,280 )
Accumulated other comprehensive loss ( 728 ) ( 676 )
Common stock held in treasury ( 3,739 ) ( 3,734 )
Total stockholders’ equity 9,236 9,298
Noncontrolling interests 8,326 8,150
Total equity 17,562 17,448
Total liabilities and equity $ 41,099 $ 40,809
The accompanying notes are an integral part of these consolidated financial statements.
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Freeport-McMoRan Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
(In millions, except per share amounts)
Revenues $ 3,851 $ 3,153 $ 9,703 $ 10,491
Cost of sales:
Production and delivery 2,465 2,670 7,404 8,599
Depreciation, depletion and amortization 394 322 1,093 1,021
Metals inventory adjustments 9 41 92 100
Total cost of sales 2,868 3,033 8,589 9,720
Selling, general and administrative expenses 72 101 273 300
Mining exploration and research expenses 8 25 42 83
Environmental obligations and shutdown costs
21 20 58 85
Net loss (gain) on sales of assets 2 12 13 ( 13 )
Total costs and expenses 2,971 3,191 8,975 10,175
Operating income (loss) 880 ( 38 ) 728 316
Interest expense, net ( 120 ) ( 123 ) ( 362 ) ( 401 )
Net loss on early extinguishment of debt
( 59 ) ( 21 ) ( 100 ) ( 27 )
Other income, net 22 33 62 52
Income (loss) from continuing operations before income taxes and equity in affiliated companies’ net earnings
723 ( 149 ) 328 ( 60 )
Provision for income taxes ( 297 ) ( 91 ) ( 333 ) ( 181 )
Equity in affiliated companies’ net earnings 6 5 12 7
Net income (loss) from continuing operations 432 ( 235 ) 7 ( 234 )
Net gain from discontinued operations
— 1 — 2
Net income (loss) 432 ( 234 ) 7 ( 232 )
Net (income) loss attributable to noncontrolling interests
( 103 ) 27 ( 116 ) ( 16 )
Net income (loss) attributable to common stockholders $ 329 $ ( 207 ) $ ( 109 ) $ ( 248 )
Basic and diluted net income (loss) per share attributable to common stockholders:
Continuing operations
$ 0.22 $ ( 0.15 ) $ ( 0.08 ) $ ( 0.17 )
Discontinued operations
— — — —
$ 0.22 $ ( 0.15 ) $ ( 0.08 ) $ ( 0.17 )
Weighted-average common shares outstanding:
Basic
1,453 1,452 1,453 1,451
Diluted
1,461 1,452 1,453 1,451
Dividends declared per share of common stock $ — $ 0.05 $ — $ 0.15
The accompanying notes are an integral part of these consolidated financial statements.
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Freeport-McMoRan Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
(In millions)
Net income (loss) $ 432 $ ( 234 ) $ 7 $ ( 232 )
Other comprehensive (loss) income, net of taxes:
Defined benefit plans:
Actuarial losses arising during the period ( 89 ) — ( 89 ) —
Amortization or curtailment of unrecognized amounts included in net periodic benefit costs 14 11 38 35
Foreign exchange losses ( 1 ) — ( 2 ) —
Other comprehensive (loss) income ( 76 ) 11 ( 53 ) 35
Total comprehensive income (loss) 356 ( 223 ) ( 46 ) ( 197 )
Total comprehensive (income) loss attributable to noncontrolling interests
( 103 ) 28 ( 115 ) ( 16 )
Total comprehensive income (loss) attributable to common stockholders
$ 253 $ ( 195 ) $ ( 161 ) $ ( 213 )
The accompanying notes are an integral part of these consolidated financial statements.
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Freeport-McMoRan Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended
September 30,
2020 2019
(In millions)
Cash flow from operating activities:
Net income (loss) $ 7 $ ( 232 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization 1,093 1,021
Metals inventory adjustments 92 100
Net loss (gain) on sales of assets 13 ( 13 )
Stock-based compensation 60 52
Net charges for environmental and asset retirement obligations, including accretion 166 160
Payments for environmental and asset retirement obligations ( 162 ) ( 164 )
Net charges for defined pension and postretirement plans 59 79
Pension plan contributions ( 30 ) ( 58 )
Net loss on early extinguishment of debt 100 27
Deferred income taxes 119 71
Dividends received from PT Smelting 3 33
Settlements of PT Freeport Indonesia (PT-FI) environmental and surface water tax matters ( 19 ) 28
Payment for PT-FI environmental matter
( 14 ) —
Charges for Cerro Verde royalty dispute
26 40
Payments for Cerro Verde royalty dispute ( 119 ) ( 126 )
Other, net ( 23 ) 20
Changes in working capital and other:
Accounts receivable 132 210
Inventories 59 224
Other current assets ( 17 ) 15
Accounts payable and accrued liabilities 40 ( 45 )
Accrued income taxes and timing of other tax payments 105 ( 130 )
Net cash provided by operating activities 1,690 1,312
Cash flow from investing activities:
Capital expenditures:
North America copper mines ( 398 ) ( 641 )
South America ( 156 ) ( 176 )
Indonesia ( 959 ) ( 992 )
Molybdenum mines ( 14 ) ( 11 )
Other ( 46 ) ( 97 )
Proceeds from sales of assets 146 102
Other, net ( 6 ) ( 10 )
Net cash used in investing activities ( 1,433 ) ( 1,825 )
Cash flow from financing activities:
Proceeds from debt 3,236 1,681
Repayments of debt ( 3,105 ) ( 2,917 )
Cash dividends and distributions paid:
Common stock ( 73 ) ( 218 )
Noncontrolling interests — ( 79 )
Contributions from noncontrolling interests 115 133
Stock-based awards net payments
( 2 ) ( 7 )
Debt financing costs and other, net ( 51 ) ( 23 )
Net cash provided by (used in) financing activities 120 ( 1,430 )
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 377 ( 1,943 )
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year 2,278 4,455
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 2,655 $ 2,512
The accompanying notes are an integral part of these consolidated financial statements.
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Freeport-McMoRan Inc.
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
THREE MONTHS ENDED SEPTEMBER 30
Stockholders’ Equity
Common Stock Accum-ulated Deficit Accumu-
lated
Other Compre-
hensive
Loss Common Stock
Held in Treasury Total
Stock-holders’ Equity
Number
of
Shares At Par
Value Capital in
Excess of
Par Value Number
of
Shares At
Cost Non-
controlling
Interests Total
Equity
(In millions)
Balance at June 30, 2020 1,583 $ 158 $ 25,905 $ ( 12,718 ) $ ( 652 ) 131 $ ( 3,739 ) $ 8,954 $ 8,201 $ 17,155
Exercised and issued stock-based awards 1 — 1 — — — — 1 — 1
Stock-based compensation, including the tender of shares — — 8 — — — — 8 — 8
Change in ownership interests — — — — — — — — 1 1
Contributions from noncontrolling interests — — 20 — — — — 20 21 41
Net income attributable to common stockholders — — — 329 — — — 329 — 329
Net income attributable to noncontrolling interests
— — — — — — — — 103 103
Other comprehensive loss — — — — ( 76 ) — — ( 76 ) — ( 76 )
Balance at September 30, 2020 1,584 $ 158 $ 25,934 $ ( 12,389 ) $ ( 728 ) 131 $ ( 3,739 ) $ 9,236 $ 8,326 $ 17,562
Stockholders’ Equity
Common Stock Accum-ulated Deficit Accumu-
lated
Other Compre-
hensive
Loss Common Stock
Held in Treasury Total
Stock-holders’ Equity
Number
of
Shares At Par
Value Capital in
Excess of
Par Value Number
of
Shares At
Cost Non-
controlling
Interests Total
Equity
(In millions)
Balance at June 30, 2019 1,582 $ 158 $ 25,949 $ ( 12,082 ) $ ( 582 ) 131 $ ( 3,734 ) $ 9,709 $ 8,108 $ 17,817
Stock-based compensation, including the tender of shares — — 9 — — — ( 1 ) 8 1 9
Dividends — — ( 72 ) — — — — ( 72 ) — ( 72 )
Contributions from noncontrolling interests — — 16 — — — — 16 17 33
Adjustment for deferred taxes
— — ( 22 ) — — — — ( 22 ) — ( 22 )
Net loss attributable to common stockholders — — — ( 207 ) — — — ( 207 ) — ( 207 )
Net loss attributable to noncontrolling interests
— — — — — — — — ( 27 ) ( 27 )
Other comprehensive income (loss) — — — — 12 — — 12 ( 1 ) 11
Balance at September 30, 2019 1,582 $ 158 $ 25,880 $ ( 12,289 ) $ ( 570 ) 131 $ ( 3,735 ) $ 9,444 $ 8,098 $ 17,542
The accompanying notes are an integral part of these consolidated financial statements.
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Freeport-McMoRan Inc.
CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
NINE MONTHS ENDED SEPTEMBER 30
Stockholders’ Equity
Common Stock Accum-ulated Deficit Accumu-
lated
Other Compre-
hensive
Loss Common Stock
Held in Treasury Total
Stock-holders’ Equity
Number
of
Shares At Par
Value Capital in
Excess of
Par Value Number
of
Shares At
Cost Non-
controlling
Interests Total
Equity
(In millions)
Balance at December 31, 2019 1,582 $ 158 $ 25,830 $ ( 12,280 ) $ ( 676 ) 131 $ ( 3,734 ) $ 9,298 $ 8,150 $ 17,448
Exercised and issued stock-based awards 2 — 2 — — — — 2 — 2
Stock-based compensation, including the tender of shares — — 46 — — — ( 5 ) 41 1 42
Change in ownership interests — — — — — — — — 1 1
Contributions from noncontrolling interests
— — 56 — — — — 56 59 115
Net loss attributable to common stockholders — — — ( 109 ) — — — ( 109 ) — ( 109 )
Net income attributable to noncontrolling interests
— — — — — — — — 116 116
Other comprehensive loss — — — — ( 52 ) — — ( 52 ) ( 1 ) ( 53 )
Balance at September 30, 2020 1,584 $ 158 $ 25,934 $ ( 12,389 ) $ ( 728 ) 131 $ ( 3,739 ) $ 9,236 $ 8,326 $ 17,562
Stockholders’ Equity
Common Stock Accum-ulated Deficit Accumu-
lated
Other Compre-
hensive
Loss Common Stock
Held in Treasury Total
Stock-holders’ Equity
Number
of
Shares At Par
Value Capital in
Excess of
Par Value Number
of
Shares At
Cost Non-
controlling
Interests Total
Equity
(In millions)
Balance at December 31, 2018 1,579 $ 158 $ 26,013 $ ( 12,041 ) $ ( 605 ) 130 $ ( 3,727 ) $ 9,798 $ 8,094 $ 17,892
Exercised and issued stock-based awards 3 — 1 — — — — 1 — 1
Stock-based compensation, including the tender of shares — — 42 — — 1 ( 8 ) 34 1 35
Dividends — — ( 218 ) — — — — ( 218 ) ( 70 ) ( 288 )
Change in ownership interests — — ( 1 ) — — — — ( 1 ) ( 11 ) ( 12 )
Contributions from noncontrolling interests — — 65 — — — — 65 68 133
Adjustments for deferred taxes
— — ( 22 ) — — — — ( 22 ) — ( 22 )
Net loss attributable to common stockholders — — — ( 248 ) — — — ( 248 ) — ( 248 )
Net income attributable to noncontrolling interests
— — — — — — — — 16 16
Other comprehensive income — — — — 35 — — 35 — 35
Balance at September 30, 2019 1,582 $ 158 $ 25,880 $ ( 12,289 ) $ ( 570 ) 131 $ ( 3,735 ) $ 9,444 $ 8,098 $ 17,542
The accompanying notes are an integral part of these consolidated financial statements.
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Freeport-McMoRan Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1. GENERAL INFORMATION
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and disclosures required by generally accepted accounting principles (GAAP) in the United States (U.S.). Therefore, this information should be read in conjunction with Freeport-McMoRan Inc.’s (FCX) consolidated financial statements and notes contained in its annual report on Form 10-K for the year ended December 31, 2019 (2019 Form 10-K). The information furnished herein reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods reported. All such adjustments are, in the opinion of management, of a normal recurring nature. Operating results for the nine-month period ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.
Operations Update. In April 2020, FCX announced revised operating plans in response to the global COVID-19 pandemic and resulting negative impact on the global economy. FCX proactively implemented operating protocols at each of its operating sites to contain and mitigate the risk of spread of COVID-19. FCX also continues to work closely with communities where it operates across the globe and has provided monetary support and in-kind contributions of medical supplies, equipment and food.
Following COVID-19 restrictions imposed by the Peruvian government in March 2020, Cerro Verde, FCX’s mine in Peru, implemented strict health protocols and a plan to restore its operations was approved by the Peruvian government in second-quarter 2020. Cerro Verde continued to make progress toward restoring operations during third-quarter 2020.
FCX completed a review of options for restarting its Chino mine in New Mexico and currently expects to restart Chino at a reduced rate beginning in 2021.
During second-quarter 2020, FCX implemented a series of actions to reduce administrative and centralized support costs in conjunction with its April 2020 revised operating plans. Cost savings initiatives included a temporary reduction in certain employee benefits, furloughs and an employee separation program, and reductions in third party service costs, facilities costs, travel and other expenses.
FCX recognized charges totaling $ 34 million in third-quarter 2020 and $ 258 million for the first nine months of 2020 associated with the COVID-19 pandemic and revised operating plans, including employee separation charges. These charges, none of which were capitalized into inventory, were recorded to production and delivery ($ 30 million in third-quarter 2020 and $ 202 million for the first nine months of 2020); depreciation, depletion and amortization ($ 3 million in third-quarter 2020 and $ 32 million for the first nine months of 2020); selling, general and administrative expenses (less than $1 million in third-quarter 2020 and $ 15 million for the first nine months of 2020) and mining exploration and research expenses (less than $1 million in third-quarter 2020 and $ 8 million for the first nine months of 2020).
Pension Plan Amendment. In August 2020, the FMC Retirement Plan (the Plan) was amended such that, effective September 1, 2020, participants will no longer accrue any additional benefits under the Plan. As a result, FCX remeasured its pension assets and benefit obligation as of July 31, 2020. The discount rate and expected long-term rate of return on the plan assets used for the July 31, 2020, remeasurement were 2.40 percent and 6.25 percent, respectively, compared to 3.40 percent and 6.50 percent, respectively at December 31, 2019. The rate of compensation increase was unchanged ( 3.25 percent). The remeasurement and curtailment resulted in the projected benefit obligation increasing by $ 184 million and plan assets increasing by $ 103 million. In addition, FCX recognized a curtailment loss of $ 4 million in third-quarter 2020. As of September 30, 2020, the funded status of the Plan was a net liability of $ 888 million (included in other liabilities in the consolidated balance sheet).
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NOTE 2. EARNINGS PER SHARE
FCX calculates its basic net income (loss) per share of common stock under the two-class method and calculates its diluted net income (loss) per share of common stock using the more dilutive of the two-class method or the treasury-stock method. Basic net income (loss) per share of common stock was computed by dividing net income (loss) attributable to common stockholders (after deducting accumulated dividends and undistributed earnings to participating securities) by the weighted-average shares of common stock outstanding during the period. Diluted net income (loss) per share of common stock was calculated by including the basic weighted-average shares of common stock outstanding adjusted for the effects of all potential dilutive shares of common stock.
Reconciliations of net income (loss) and weighted-average shares of common stock outstanding for purposes of calculating basic and diluted net income (loss) per share follow (in millions, except per share amounts):
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Net income (loss) from continuing operations $ 432 $ ( 235 ) $ 7 $ ( 234 )
Net (income) loss from continuing operations attributable to noncontrolling interests
( 103 ) 27 ( 116 ) ( 16 )
Undistributed earnings allocated to participating securities ( 3 ) ( 3 ) ( 3 ) ( 3 )
Net income (loss) from continuing operations attributable to common stockholders
326 ( 211 ) ( 112 ) ( 253 )
Net income from discontinued operations attributable to common stockholders
— 1 — 2
Net income (loss) attributable to common stockholders $ 326 $ ( 210 ) $ ( 112 ) $ ( 251 )
Basic weighted-average shares of common stock outstanding
1,453 1,452 1,453 1,451
Add shares issuable upon exercise or vesting of dilutive stock options and restricted stock units (RSUs) a
8 — — —
Diluted weighted-average shares of common stock outstanding
1,461 1,452 1,453 1,451
Basic and diluted net income (loss) per share attributable to common stockholders:
Continuing operations $ 0.22 $ ( 0.15 ) $ ( 0.08 ) $ ( 0.17 )
Discontinued operations — — — —
$ 0.22 $ ( 0.15 ) $ ( 0.08 ) $ ( 0.17 )
a. Excludes approximately 2 million shares in third-quarter 2020, 10 million shares in third-quarter 2019, 13 million shares for the first nine months of 2020 and 11 million shares for the first nine months of 2019 associated with outstanding stock options with exercise prices less than the average market price of FCX’s common stock and RSUs that were anti-dilutive.
Outstanding stock options with exercise prices greater than the average market price of FCX’s common stock during the period are excluded from the computation of diluted net income (loss) per share of common stock. Stock options for 28 million shares of common stock in third-quarter 2020, 43 million shares of common stock in third-quarter 2019, 35 million shares of common stock for first nine months of 2020 and 42 million shares of common stock for the first nine months of 2019 were excluded.
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NOTE 3. INVENTORIES, INCLUDING LONG-TERM MILL AND LEACH STOCKPILES
The components of inventories follow (in millions):
September 30, 2020 December 31, 2019
Current inventories:
Total materials and supplies, net a
$ 1,610 $ 1,649
Mill stockpiles $ 185 $ 220
Leach stockpiles 819 923
Total current mill and leach stockpiles $ 1,004 $ 1,143
Raw materials (primarily concentrate) $ 360 $ 318
Work-in-process 163 124
Finished goods 755 839
Total product $ 1,278 $ 1,281
Long-term inventories:
Mill stockpiles $ 211 $ 181
Leach stockpiles 1,252 1,244
Total long-term mill and leach stockpiles b
$ 1,463 $ 1,425
a. Materials and supplies inventory was net of obsolescence reserves totaling $ 32 million at September 30, 2020, and $ 24 million at December 31, 2019.
b. Estimated metals in stockpiles not expected to be recovered within the next 12 months.
During third-quarter 2020, FCX recorded net realizable value inventory adjustments to decrease long-term metals inventory carrying values by $ 9 million, primarily for molybdenum inventories because of lower market prices at September 30, 2020. Net realizable value inventory adjustments to decrease metals inventory carrying values totaled $ 92 million for the first nine months of 2020 associated with lower market prices for copper ($ 58 million) and molybdenum ($ 34 million). Net realizable value inventory adjustments to decrease metals inventory carrying values totaled $ 41 million in third-quarter 2019, primarily for copper inventories, and $ 100 million for the first nine months of 2019, primarily for cobalt inventories ($ 58 million) and copper inventories ($ 41 million), because of lower market prices (refer to Note 9 for metals inventory adjustments by business segment).
NOTE 4. INCOME TAXES
Geographic sources of FCX’s benefit from (provision for) income taxes follow (in millions):
Nine Months Ended
September 30,
2020 2019
U.S. operations $ 56 a
$ 73 b
International operations ( 389 ) c
( 254 )
Total $ ( 333 ) $ ( 181 ) d
a. Includes a tax credit of $ 53 million associated with the reversal of a year-end 2019 tax charge related to the sale of FCX’s interest in the lower zone of the Timok exploration project in Serbia.
b. Includes tax credits totaling $ 24 million primarily associated with state law changes and settlement of state income tax examinations.
c. Includes a tax charge of $ 21 million ($ 17 million net of noncontrolling interests) associated with establishing a tax reserve related to the treatment of prior year contractor support costs.
d. Includes net tax charges totaling $ 49 million primarily to adjust deferred taxes on historical balance sheet items in accordance with tax accounting principles.
Variations in the relative proportions of jurisdictional income result in fluctuations to FCX’s consolidated effective income tax rate. FCX’s consolidated effective income tax rate was 102 percent for the first nine months of 2020 and 302 percent for the first nine months of 2019. Because FCX's U.S. jurisdiction generated net losses in the first nine
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months of 2020 and 2019 that will not result in a realized tax benefit, applicable accounting rules require FCX to adjust its estimated annual effective tax rate to exclude the impact of U.S. net losses.
In connection with the negative impacts of the COVID-19 pandemic on the global economy, governments throughout the world are announcing measures that are intended to provide tax and other financial relief. Such measures include the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), signed into law by President Trump on March 27, 2020. None of these measures resulted in material impacts to FCX’s provision for income taxes for the nine months ended September 30, 2020. However, certain provisions of the CARES Act provided FCX with the opportunity to accelerate collections of tax refunds, primarily those associated with the U.S. alternative minimum tax. FCX collected U.S. alternative minimum tax credit refunds of $ 221 million in July 2020 and $ 24 million in October 2020. FCX expects to collect an additional $ 23 million within the next 12 months. FCX continues to evaluate income tax accounting considerations of COVID-19 measures as they develop, including any impact on its measurement of existing deferred tax assets and deferred tax liabilities. FCX will recognize any impact from COVID-19 related changes to tax laws in the period in which the new legislation is enacted.
NOTE 5. DEBT AND EQUITY
The components of debt follow (in millions):
September 30,
2020 December 31, 2019
Senior notes and debentures:
Issued by FCX $ 8,780 $ 8,602
Issued by Freeport Minerals Corporation (FMC) 356 357
Cerro Verde credit facility 827 826
Other 67 41
Total debt 10,030 9,826
Less current portion of debt ( 47 ) ( 5 )
Long-term debt $ 9,983 $ 9,821
Revolving Credit Facility. At September 30, 2020, FCX had no borrowings outstanding and $ 13 million in letters of credit issued under its revolving credit facility, resulting in availability of approximately $ 3.5 billion, of which approximately $ 1.5 billion could be used for additional letters of credit. Availability under FCX’s revolving credit facility consists of $ 3.28 billion maturing April 2024 and $ 220 million maturing April 2023.
In June 2020, FCX, PT-FI and Freeport-McMoRan Oil & Gas LLC (FM O&G LLC) amended the $ 3.5 billion unsecured revolving credit facility. The key changes under the amendment include (i) a suspension of the total leverage ratio through June 30, 2021, followed by a limit of 5.25 x beginning with the quarter ending September 30, 2021, and stepping down to 3.75 x beginning January 1, 2022; and (ii) a reduction in the interest expense coverage ratio to a minimum of 2.00 x through December 31, 2021, reverting to 2.25 x beginning January 1, 2022. FCX also agreed to a minimum liquidity covenant of $ 1 billion (consisting of consolidated unrestricted cash and availability under the revolving credit facility) applicable to each quarter through June 30, 2021, and additional restrictions on priority debt and liens, and the payment of common stock dividends through December 31, 2021. FCX retained the option to revert to the previous covenant requirements if it is determined additional flexibility is no longer needed. At September 30, 2020, FCX was in compliance with its revolving credit facility covenants.
Senior Notes. On July 27, 2020, FCX completed the sale of $ 650 million of 4.375 % Senior Notes due 2028 and $ 850 million of 4.625 % Senior Notes due 2030 for proceeds, net of underwriting fees, totaling $ 1.485 billion. Interest on these senior notes is payable semiannually on February 1 and August 1 of each year. These senior notes rank equally with FCX’s other existing and future unsecured and unsubordinated indebtedness. FCX used $ 1.4 billion of the net proceeds from this offering to purchase a portion of its 3.55 % Senior Notes due 2022, 3.875 % Senior Notes due 2023 and 4.55 % Senior Notes due 2024, and the payment of accrued and unpaid interest, premiums, fees and expenses in connection with these transactions. The remaining net proceeds from this offering will be used for general corporate purposes, which may include repurchases or redemptions of outstanding senior notes.
On March 4, 2020, FCX completed the sale of $ 700 million of 4.125 % Senior Notes due 2028 and $ 600 million of 4.25 % Senior Notes due 2030 for proceeds, net of underwriting fees, totaling $ 1.285 billion. Interest on these senior notes is payable semiannually on March 1 and September 1 of each year. These senior notes rank equally with FCX’s other existing and future unsecured and unsubordinated indebtedness. FCX used a portion of the net proceeds from this offering to purchase a portion of its 4.00 % Senior Notes due 2021 and its 3.55 % Senior Notes
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due 2022 and the payment of accrued and unpaid interest, premiums, fees and expenses in connection with these transactions. On April 3, 2020, FCX used the remaining net proceeds to fund the make-whole redemption of all of its remaining 4.00 % Senior Notes due 2021 and the payment of accrued and unpaid interest, premiums, fees and expenses in connection with the transaction.
As a result of these transactions, FCX recorded losses on early extinguishment of debt totaling $ 59 million in third-quarter 2020 and $ 100 million for the nine months ended September 30, 2020.
Interest Expense, Net. Consolidated interest costs (before capitalization) totaled $ 160 million in third-quarter 2020, $ 163 million in third-quarter 2019, $ 490 million for the first nine months of 2020 and $ 508 million for the first nine months of 2019. Capitalized interest added to property, plant, equipment and mine development costs, net, totaled $ 40 million in both third-quarter 2020 and third-quarter 2019, $ 128 million for the first nine months of 2020 and $ 107 million for the first nine months of 2019.
Common Stock. In March 2020, in response to the COVID-19 pandemic and resulting global economic uncertainties, the FCX Board of Directors (the Board) suspended FCX’s quarterly cash dividend of $ 0.05 per share previously planned for May 1, 2020. The Board does not expect to declare common stock dividends during 2020. The declaration and payment of future dividends is at the discretion of the Board and will be assessed on an ongoing basis, taking into account FCX’s financial results, cash requirements, future prospects, global economic conditions and other factors deemed relevant by the Board. As noted above, in accordance with the June 2020 amendment to the revolving credit facility, FCX is restricted from declaring or paying common stock dividends through December 31, 2021, unless FCX, at its option, reverts to the previous covenant requirements which would also eliminate the restriction on the declaration or payment of common stock dividends.
NOTE 6. FINANCIAL INSTRUMENTS
FCX does not purchase, hold or sell derivative financial instruments unless there is an existing asset or obligation, or it anticipates a future activity that is likely to occur and will result in exposure to market risks, which FCX intends to offset or mitigate. FCX does not enter into any derivative financial instruments for speculative purposes, but has entered into derivative financial instruments in limited instances to achieve specific objectives. These objectives principally relate to managing risks associated with commodity price changes, foreign currency exchange rates and interest rates.
Commodity Contracts. From time to time, FCX has entered into derivative contracts to hedge the market risk associated with fluctuations in the prices of commodities it purchases and sells. Derivative financial instruments used by FCX to manage its risks do not contain credit risk-related contingent provisions.
In April 2020, FCX entered into forward sales contracts for 150 million pounds of copper for settlement in May and June of 2020. The forward sales provided for fixed pricing of $ 2.34 per pound of copper on approximately 60 percent of North America's sales volumes for May and June 2020. These contracts resulted in hedging losses totaling $ 24 million for the nine months ended September 30, 2020. There were no remaining forward sales contracts after June 30, 2020.
A discussion of FCX’s other derivative contracts and programs follows.
Derivatives Designated as Hedging Instruments – Fair Value Hedges
Copper Futures and Swap Contracts. Some of FCX’s U.S. copper rod customers request a fixed market price instead of the Commodity Exchange Inc. (COMEX) average copper price in the month of shipment. FCX hedges this price exposure in a manner that allows it to receive the COMEX average price in the month of shipment while the customers pay the fixed price they requested. FCX accomplishes this by entering into copper futures or swap contracts. Hedging gains or losses from these copper futures and swap contracts are recorded in revenues. FCX did not have any significant gains or losses resulting from hedge ineffectiveness during the nine-month periods ended September 30, 2020 and 2019. At September 30, 2020, FCX held copper futures and swap contracts that qualified for hedge accounting for 50 million pounds at an average contract price of $ 2.76 per pound, with maturities through December 2021.
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A summary of gains (losses) recognized in revenues for derivative financial instruments related to commodity contracts that are designated and qualify as fair value hedge transactions, including the unrealized gains (losses) on the related hedged item follows (in millions):
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Copper futures and swap contracts:
Unrealized gains (losses):
Derivative financial instruments $ 1 $ ( 2 ) $ 8 $ 3
Hedged item – firm sales commitments ( 1 ) 2 ( 8 ) ( 3 )
Realized gains (losses):
Matured derivative financial instruments 15 ( 8 ) ( 1 ) ( 9 )
Derivatives Not Designated as Hedging Instruments
Embedded Derivatives. Certain FCX concentrate, copper cathode and gold sales contracts provide for provisional pricing primarily based on the London Metal Exchange (LME) copper price or the COMEX copper price and the London Bullion Market Association (LBMA) gold price at the time of shipment as specified in the contract. FCX receives market prices based on prices in the specified future month, which results in price fluctuations recorded in revenues until the date of settlement. FCX records revenues and invoices customers at the time of shipment based on then-current LME or COMEX copper prices and the LBMA gold prices as specified in the contracts, which results in an embedded derivative ( i.e. , a pricing mechanism that is finalized after the time of delivery) that is required to be bifurcated from the host contract. The host contract is the sale of the metals contained in the concentrate or cathode at the then-current LME or COMEX copper price, and the LBMA gold price. FCX applies the normal purchases and normal sales scope exception in accordance with derivatives and hedge accounting guidance to the host contract in its concentrate or cathode sales agreements since these contracts do not allow for net settlement and always result in physical delivery. The embedded derivative does not qualify for hedge accounting and is adjusted to fair value through earnings each period, using the period-end LME or COMEX copper forward prices and the adjusted LBMA gold prices, until the date of final pricing. Similarly, FCX purchases copper under contracts that provide for provisional pricing. Mark-to-market price fluctuations from these embedded derivatives are recorded through the settlement date and are reflected in revenues for sales contracts and in inventory for purchase contracts.
A summary of FCX’s embedded derivatives at September 30, 2020, follows:
Open Positions Average Price
Per Unit Maturities Through
Contract Market
Embedded derivatives in provisional sales contracts:
Copper (millions of pounds) 381 $ 2.91 $ 3.03 March 2021
Gold (thousands of ounces) 116 1,941 1,891 January 2021
Embedded derivatives in provisional purchase contracts:
Copper (millions of pounds) 113 2.95 3.03 January 2021
Copper Forward Contracts. Atlantic Copper, FCX’s wholly owned smelting and refining unit in Spain, enters into copper forward contracts designed to hedge its copper price risk whenever its physical purchases and sales pricing periods do not match. These economic hedge transactions are intended to hedge against changes in copper prices, with the mark-to-market hedging gains or losses recorded in production and delivery costs. At September 30, 2020, Atlantic Copper held net copper forward purchase contracts for 26 million pounds at an average contract price of $ 3.05 per pound, with maturities through November 2020.
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Summary of Gains (Losses). A summary of the realized and unrealized gains (losses) recognized in operating income for commodity contracts that do not qualify as hedge transactions, including embedded derivatives, follows (in millions):
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Embedded derivatives in provisional sales contracts: a
Copper $ 94 $ ( 57 ) $ 18 $ ( 57 )
Gold and other metals 15 6 39 17
Copper forward contracts b
( 7 ) — 12 ( 3 )
a. Amounts recorded in revenues.
b. Amounts recorded in cost of sales as production and delivery costs.
Unsettled Derivative Financial Instruments
A summary of the fair values of unsettled commodity derivative financial instruments follows (in millions):
September 30,
2020 December 31, 2019
Commodity Derivative Assets:
Derivatives designated as hedging instruments :
Copper futures and swap contracts $ 13 $ 6
Derivatives not designated as hedging instruments :
Embedded derivatives in provisional sales/purchase contracts 51 68
Copper forward contracts 1 —
Total derivative assets $ 65 $ 74
Commodity Derivative Liabilities:
Derivatives designated as hedging instruments :
Copper futures and swap contracts $ — $ —
Derivatives not designated as hedging instruments :
Embedded derivatives in provisional sales/purchase contracts 20 20
Copper forward contracts — 1
Total derivative liabilities $ 20 $ 21
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FCX’s commodity contracts have netting arrangements with counterparties with which the right of offset exists, and it is FCX’s policy to generally offset balances by contract on its balance sheet. FCX’s embedded derivatives on provisional sales/purchase contracts are netted with the corresponding outstanding receivable/payable balances.
A summary of these unsettled commodity contracts that are offset in the balance sheets follows (in millions):
Assets Liabilities
September 30,
2020 December 31, 2019 September 30,
2020 December 31, 2019
Gross amounts recognized:
Embedded derivatives in provisional
sales/purchase contracts $ 51 $ 68 $ 20 $ 20
Copper derivatives 14 6 — 1
65 74 20 21
Less gross amounts of offset:
Embedded derivatives in provisional
sales/purchase contracts 3 — 3 —
3 — 3 —
Net amounts presented in balance sheet:
Embedded derivatives in provisional
sales/purchase contracts 48 68 17 20
Copper derivatives 14 6 — 1
$ 62 $ 74 $ 17 $ 21
Balance sheet classification:
Trade accounts receivable $ 46 $ 66 $ 5 $ —
Other current assets 14 6 — —
Accounts payable and accrued liabilities 2 2 12 21
$ 62 $ 74 $ 17 $ 21
Credit Risk. FCX is exposed to credit loss when financial institutions with which it has entered into derivative transactions (commodity, foreign exchange and interest rate swaps) are unable to pay. To minimize the risk of such losses, FCX uses counterparties that meet certain credit requirements and periodically reviews the creditworthiness of these counterparties. FCX does not anticipate that any of the counterparties it deals with will default on their obligations. As of September 30, 2020, the maximum amount of credit exposure associated with derivative transactions was $ 52 million.
Other Financial Instruments. Other financial instruments include cash and cash equivalents, restricted cash, restricted cash equivalents, accounts receivable, investment securities, legally restricted funds, accounts payable and accrued liabilities, dividends payable and long-term debt. The carrying value for cash and cash equivalents (which included time deposits of $ 0.2 billion at September 30, 2020, and $ 1.3 billion at December 31, 2019), restricted cash, restricted cash equivalents, accounts receivable, accounts payable and accrued liabilities, and dividends payable approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 7 for the fair values of investment securities, legally restricted funds and long-term debt).
In addition, as of September 30, 2020, FCX has contingent consideration assets related to the sales of certain oil and gas properties (refer to Note 7 for the related fair values).
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents. The following table provides a reconciliation of total cash, cash equivalents, restricted cash and restricted cash equivalents presented in the consolidated statements of cash flows (in millions):
September 30,
2020 December 31, 2019
Balance sheet components:
Cash and cash equivalents $ 2,403 $ 2,020
Restricted cash and restricted cash equivalents included in:
Other current assets 103 100
Other assets 149 158
Total cash, cash equivalents, restricted cash and restricted cash equivalents presented in the consolidated statements of cash flows $ 2,655 $ 2,278
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NOTE 7. FAIR VALUE MEASUREMENT
Fair value accounting guidance includes a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). FCX did not have any significant transfers in or out of Level 3 during third-quarter 2020.
FCX’s financial instruments are recorded on the consolidated balance sheets at fair value except for contingent consideration associated with the sale of the Deepwater Gulf of Mexico (GOM) oil and gas properties (which was recorded under the loss recovery approach) and debt. A summary of the carrying amount and fair value of FCX’s financial instruments (including those measured at net asset value (NAV) as a practical expedient), other than cash and cash equivalents, restricted cash, restricted cash equivalents, accounts receivable, accounts payable and accrued liabilities, and dividends payable (refer to Note 6) follows (in millions):
At September 30, 2020
Carrying Fair Value
Amount Total NAV Level 1 Level 2 Level 3
Assets
Investment securities: a,b
U.S. core fixed income fund $ 29 $ 29 $ 29 $ — $ — $ —
Equity securities 6 6 — 6 — —
Total 35 35 29 6 — —
Legally restricted funds: a
U.S. core fixed income fund 64 64 64 — — —
Corporate bonds 43 43 — — 43 —
Government bonds and notes 42 42 — — 42 —
Government mortgage-backed securities 33 33 — — 33 —
Asset-backed securities 15 15 — — 15 —
Money market funds 9 9 — 9 — —
Collateralized mortgage-backed securities 4 4 — — 4 —
Municipal bonds 1 1 — — 1 —
Total 211 211 64 9 138 —
Derivatives:
Embedded derivatives in provisional sales/purchase contracts in a gross asset position c
51 51 — — 51 —
Copper futures and swap contracts c
13 13 — 12 1 —
Copper forward contracts c
1 1 — 1 — —
Total 65 65 — 13 52 —
Contingent consideration for the sale of the
Deepwater GOM oil and gas properties a
113 84 — — — 84
Liabilities
Derivatives: c
Embedded derivatives in provisional sales/purchase contracts in a gross liability position 20 20 — — 20 —
Long-term debt, including current portion d
10,030 10,735 — — 10,735 —
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At December 31, 2019
Carrying Fair Value
Amount Total NAV Level 1 Level 2 Level 3
Assets
Investment securities: a,b
U.S. core fixed income fund $ 27 $ 27 $ 27 $ — $ — $ —
Equity securities 4 4 — 4 — —
Total 31 31 27 4 — —
Legally restricted funds: a
U.S. core fixed income fund 59 59 59 — — —
Government mortgage-backed securities 43 43 — — 43 —
Government bonds and notes 36 36 — — 36 —
Corporate bonds 33 33 — — 33 —
Asset-backed securities 14 14 — — 14 —
Collateralized mortgage-backed securities 7 7 — — 7 —
Money market funds 3 3 — 3 — —
Municipal bonds 1 1 — — 1 —
Total 196 196 59 3 134 —
Derivatives:
Embedded derivatives in provisional sales/purchase contracts in a gross asset position c
68 68 — — 68 —
Copper futures and swap contracts c
6 6 — 5 1 —
Contingent consideration for the sale of onshore
California oil and gas properties a
11 11 — — 11 —
Total 85 85 — 5 80 —
Contingent consideration for the sale of the
Deepwater GOM oil and gas properties a
122 108 — — — 108
Liabilities
Derivatives: c
Embedded derivatives in provisional sales/purchase contracts in a gross liability position 20 20 — — 20 —
Copper forward contracts 1 1 — — 1 —
Total 21 21 — — 21 —
Long-term debt, including current portion d
9,826 10,239 — — 10,239 —
a. Current portion included in other current assets and long-term portion included in other assets.
b. Excludes time deposits (which approximated fair value) included in (i) other current assets of $ 103 million at September 30, 2020, and $ 100 million at December 31, 2019, and (ii) other assets of $ 148 million at September 30, 2020, and $ 157 million at December 31, 2019, primarily associated with an assurance bond to support PT-FI’s commitment for the development of a new smelter in Indonesia and PT-FI’s closure and reclamation guarantees.
c. Refer to Note 6 for further discussion and balance sheet classifications.
d. Recorded at cost except for debt assumed in acquisitions, which are recorded at fair value at the respective acquisition dates.
Valuation Techniques. The U.S. core fixed income fund is valued at NAV. The fund strategy seeks total return consisting of income and capital appreciation primarily by investing in a broad range of investment-grade debt securities, including U.S. government obligations, corporate bonds, mortgage-backed securities, asset-backed securities and money market instruments. There are no restrictions on redemptions (which are usually within one business day of notice).
Equity securities are valued at the closing price reported on the active market on which the individual securities are traded and, as such, are classified within Level 1 of the fair value hierarchy.
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Fixed income securities (government securities, corporate bonds, asset-backed securities, collateralized mortgage-backed securities and municipal bonds) are valued using a bid-evaluation price or a mid-evaluation price. These evaluations are based on quoted prices, if available, or models that use observable inputs and, as such, are classified within Level 2 of the fair value hierarchy.
Money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.
FCX’s embedded derivatives on provisional copper concentrate, copper cathode and gold purchases and sales are valued using quoted monthly LME or COMEX copper forward prices and the adjusted LBMA gold prices at each reporting date based on the month of maturity (refer to Note 6 for further discussion); however, FCX’s contracts themselves are not traded on an exchange. As a result, these derivatives are classified within Level 2 of the fair value hierarchy.
FCX’s derivative financial instruments for copper futures and swap contracts and copper forward contracts that are traded on the respective exchanges are classified within Level 1 of the fair value hierarchy because they are valued using quoted monthly COMEX or LME prices at each reporting date based on the month of maturity (refer to Note 6 for further discussion). Certain of these contracts are traded on the over-the-counter market and are classified within Level 2 of the fair value hierarchy based on COMEX and LME forward prices.
In 2016, FCX completed the sale of its onshore California oil and gas properties, which included contingent consideration of up to $ 150 million, consisting of $ 50 million per year for 2018, 2019 and 2020 if the price of Brent crude oil averages over $ 70 per barrel in each of these calendar years. Based on current and forecasted oil prices for the remainder of 2020, FCX has concluded the fair value of the last tranche of this contingent consideration derivative approximates zero at September 30, 2020. The fair value of the contingent consideration derivative was $ 11 million (included in other assets in the consolidated balance sheets) at December 31, 2019. Future changes in the fair value of this contingent consideration derivative will continue to be recorded in operating income. Also, contingent consideration of $ 50 million was realized in 2018 and collected in first-quarter 2019 (included in proceeds from sales of assets in the consolidated statements of cash flows) because the average Brent crude oil price exceeded $ 70 per barrel for 2018. Contingent consideration of $ 50 million was not realized in 2019 because the average Brent crude oil price did not exceed $ 70 per barrel for 2019. The fair value at December 31, 2019, was calculated based on average commodity price forecasts through the applicable maturity date using a Monte-Carlo simulation model. The model used various observable inputs, including Brent crude oil forward prices, volatilities and discount rates. As a result, this contingent consideration asset was classified within Level 2 of the fair value hierarchy.
In December 2016, FCX’s sale of its Deepwater GOM oil and gas properties included up to $ 150 million in contingent consideration that was recorded at the total amount under the loss recovery approach. The contingent consideration is being received over time as future cash flows are realized from a third-party production handling agreement for an offshore platform, with the related payments commencing in third-quarter 2018. The contingent consideration included in (i) other current assets totaled $ 12 million at September 30, 2020, and $ 18 million at December 31, 2019, and (ii) other assets totaled $ 101 million at September 30, 2020, and $ 104 million at December 31, 2019. The fair value of this contingent consideration was calculated based on a discounted cash flow model using inputs that include third-party estimates for reserves, production rates and production timing, and discount rates. Because significant inputs are not observable in the market, the contingent consideration is classified within Level 3 of the fair value hierarchy.
Long-term debt, including current portion, is primarily valued using available market quotes and, as such, is classified within Level 2 of the fair value hierarchy.
The techniques described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while FCX believes its valuation techniques are appropriate and consistent with other market participants, the use of different techniques or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the techniques used at September 30, 2020, as compared with those techniques used at December 31, 2019.
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A summary of the changes in the fair value of FCX’s Level 3 instrument, contingent consideration for the sale of the Deepwater GOM oil and gas properties, during the first nine months of 2020 follows (in millions):
Fair value at January 1, 2020 $ 108
Net unrealized loss related to assets still held at the end of the period
( 15 )
Settlements
( 9 )
Fair value at September 30, 2020 $ 84
NOTE 8. CONTINGENCIES AND COMMITMENTS
Litigation
There were no significant updates to previously reported legal proceedings included in Note 12 of FCX’s 2019 Form 10-K, other than the matters discussed below, which previously were updated in Note 8 of FCX’s quarterly report on Form 10-Q for the quarters ended March 31, 2020, and June 30, 2020, and are further updated here.
Louisiana Parishes Coastal Erosion Cases. As previously disclosed, in September 2019, affiliates of FCX reached an agreement in principle to settle all 13 cases filed in Louisiana state courts by six south Louisiana parishes (Cameron, Jefferson, Plaquemines, St. Bernard, St. John the Baptist and Vermilion) and the parties that intervened in the litigation in support of the parishes’ claims, including the state of Louisiana, alleging that certain oil and gas exploration and production operations and sulphur mining and production operations of the FCX affiliates damaged coastal wetlands and caused significant land loss along the Louisiana coast.
The agreement in principle does not include any admission of liability by FCX or its affiliates. FCX recorded a charge in third-quarter 2019 for the initial payment of $ 15 million, which will be paid upon execution of the settlement agreement. The settlement agreement has been executed by the FCX affiliates and several of the Louisiana parishes. FCX expects the agreement to be executed by all parties; however, execution has been delayed by the ongoing COVID-19 pandemic. Upon execution of the settlement agreement by all parties, the FCX affiliates will be fully released and dismissed from all 13 pending cases.
Asbestos and Talc Claims . As previously disclosed, there has been a significant increase in the number of cases alleging the presence of asbestos contamination in talc-based personal care products and in cases alleging exposure to talc products that are not alleged to be contaminated with asbestos. The primary targets have been the producers of those products, but defendants in many of these cases also include talc miners. Cyprus Amax Minerals Company (CAMC), an indirect wholly owned subsidiary of FCX, and Cyprus Mines Corporation (Cyprus Mines), a wholly owned subsidiary of CAMC, are among those targets. Cyprus Mines was engaged in talc mining from 1964 until 1992 when it exited its talc business by conveying it to a third party in two related transactions. Those transactions involved (i) a transfer by Cyprus Mines of the assets of its talc business to a newly formed subsidiary that assumed all pre-sale and post-sale talc liabilities, subject to limited reservations, and (ii) a sale of the stock of that subsidiary to the third party. In 2011, the third party sold that subsidiary to Imerys Talc America (Imerys), an affiliate of Imerys S.A.
Cyprus Mines has contractual indemnification rights, subject to limited reservations, against Imerys, which has historically acknowledged those indemnification obligations, and had taken responsibility for all cases tendered to it. However, on February 13, 2019, Imerys filed for Chapter 11 bankruptcy protection, which triggered an immediate automatic stay under the federal bankruptcy code prohibiting any party from continuing or initiating litigation or asserting new claims against Imerys. As a result, Imerys is no longer defending the talc lawsuits against Cyprus Mines and CAMC. In addition, Imerys has taken the position that it alone owns, and has the sole right to access, the proceeds of the legacy insurance coverage of Cyprus Mines and CAMC for talc liabilities. In late March 2019, Cyprus Mines and CAMC challenged this position and obtained emergency relief from the bankruptcy court to gain access to the insurance until the question of ownership and contractual access can be decided in an adversary proceeding before the bankruptcy court, which was previously scheduled for March 2020, but has been put on hold.
During first-quarter 2019, in a case pending at the time Imerys filed bankruptcy, a California jury entered a $ 29 million verdict against Johnson & Johnson (J&J) and Cyprus Mines, of which approximately $ 2 million was attributed to Cyprus Mines. Taking advantage of the temporary access to the insurance authorized by the bankruptcy court, Cyprus Mines used the insurance to fully resolve the case. Cyprus Mines and the insurers also settled several other cases and secured delays or dismissals in other cases.
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Cyprus Mines and CAMC also have contractual indemnification rights against J&J, which J&J disputes. In June 2020, Cyprus Mines and CAMC filed a complaint in the Imerys bankruptcy case asserting that J&J was required to indemnify Cyprus Mines and CAMC for liabilities related to J&J products. J&J filed a motion to dismiss which is currently pending and has not been heard.
FCX continues to believe that Cyprus Mines and CAMC each has strong defenses to legal liability and that both should have access to the remaining legacy insurance to cover defense costs, settlements and judgments relating to talc proceedings, at least until the bankruptcy court decides otherwise or the insurance is exhausted. FCX recorded legal defense and settlement costs associated with talc-related litigation totaling approximately $ 20 million for the first nine months of 2020 and $ 28 million for the year 2019. Multiple trials previously scheduled during 2020 have been postponed because of the ongoing COVID-19 pandemic. Postponed cases may be reset prior to the adversary proceeding regarding the legacy insurance, which is currently on hold.
Cyprus Mines and CAMC are exploring a possible global settlement framework through the Imerys bankruptcy process to release Cyprus Mines and CAMC and their respective affiliates from all present and future talc claims. The outcome of any such global settlement may result in future charges that could be material to FCX’s results of operations for the relevant period during which any such agreement is reached. However, there can be no assurance that a global settlement will be reached and, if an agreement among the parties is reached, the implementation of a global settlement would require, among other things, further proceedings in the bankruptcy court and judicial approval. Given the uncertainties and complexities involved, Cyprus Mines and CAMC continue to prepare for trial with respect to the postponed cases and intend to vigorously defend themselves in all such cases. At this time, FCX believes a loss is reasonably possible but due to the number of cases pending, the number of potential future claimants, the complexity of the issues, the possibility of success at trial, whether any settlement(s) will be reached and, if reached, the amount and terms of any such settlement(s), and other factors, FCX cannot estimate the range of possible loss.
Other Matters
PT-FI and PT Smelting Export Licenses. In March 2020, PT-FI received a one-year extension of its export license through March 15, 2021, and PT Smelting (PT-FI’s 25 percent-owned smelter and refinery in Indonesia) received an extension of its anode slimes export license through March 10, 2021.
Cerro Verde Royalty Dispute. In November 2019, Cerro Verde filed a notice of intent to initiate international arbitration against the Peruvian government, which triggered a period for mandatory good faith settlement discussions. The parties were unable to find an amicable resolution and, on February 28, 2020, FCX and Cerro Verde filed international arbitration proceedings against the Peruvian government. In April 2020, SMM Cerro Verde Netherlands B.V. (SMM), another shareholder of Cerro Verde, filed a parallel arbitration proceeding under a different investment treaty against the Peruvian government.
NOTE 9. BUSINESS SEGMENTS
FCX has organized its mining operations into four primary divisions – North America copper mines, South America mining, Indonesia mining and Molybdenum mines, and operating segments that meet certain thresholds are reportable segments. Separately disclosed in the following tables are FCX’s reportable segments, which include the Morenci, Bagdad, Cerro Verde and Grasberg (Indonesia Mining) copper mines, the Rod & Refining operations and Atlantic Copper Smelting & Refining.
Beginning in fourth-quarter 2019, the Bagdad copper mine became a reportable segment. As a result, FCX revised its segment disclosure for the three and nine months ended September 30, 2019, to conform with the current year presentation.
Intersegment sales between FCX’s business segments are based on terms similar to arms-length transactions with third parties at the time of the sale. Intersegment sales may not be reflective of the actual prices ultimately realized because of a variety of factors, including additional processing, timing of sales to unaffiliated customers and transportation premiums.
FCX defers recognizing profits on sales from its mines to other segments, including Atlantic Copper Smelting & Refining, and on 25 percent of PT-FI’s sales to PT Smelting, until final sales to third parties occur. Quarterly variations in ore grades, the timing of intercompany shipments and changes in product prices result in variability in FCX’s net deferred profits and quarterly earnings.
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FCX allocates certain operating costs, expenses and capital expenditures to its operating divisions and individual segments. However, not all costs and expenses applicable to an operation are allocated. U.S. federal and state income taxes are recorded and managed at the corporate level (included in Corporate, Other & Eliminations), whereas foreign income taxes are recorded and managed at the applicable country level. In addition, most mining exploration and research activities are managed on a consolidated basis, and those costs, along with some selling, general and administrative costs, are not allocated to the operating divisions or individual segments. Accordingly, the following Financial Information by Business Segment reflects management determinations that may not be indicative of what the actual financial performance of each operating division or segment would be if it was an independent entity.
Product Revenues. FCX’s revenues attributable to the products it sold for the third quarters and first nine months of 2020 and 2019 follow (in millions):
Three Months Ended Nine Months Ended
September 30, September 30,
2020 2019 2020 2019
Copper:
Concentrate $ 1,185 $ 952 $ 2,783 $ 3,251
Cathode 1,085 878 3,046 2,696
Rod and other refined copper products 634 537 1,479 1,560
Purchased copper a
167 210 568 872
Gold 497 415 1,108 1,111
Molybdenum 189 295 626 910
Other b
159 202 431 697
Adjustments to revenues:
Treatment charges ( 95 ) ( 87 ) ( 250 ) ( 292 )
Royalty expense c
( 56 ) ( 24 ) ( 102 ) ( 73 )
Export duties d
( 23 ) ( 174 ) e
( 43 ) ( 201 ) e
Revenues from contracts with customers 3,742 3,204 9,646 10,531
Embedded derivatives f
109 ( 51 ) 57 ( 40 )
Total consolidated revenues $ 3,851 $ 3,153 $ 9,703 $ 10,491
a. FCX purchases copper cathode primarily for processing by its Rod & Refining operations.
b. Primarily includes revenues associated with cobalt and silver.
c. Reflects royalties on sales from PT-FI and Cerro Verde that will vary with the volume of metal sold and prices.
d. Reflects PT-FI export duties.
e. Includes charges totaling $ 166 million primarily associated with an unfavorable Indonesia Supreme Court ruling related to certain disputed PT-FI export duties.
f. Refer to Note 6 for discussion of embedded derivatives related to FCX’s provisionally priced concentrate and cathode sales contracts.
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Financial Information by Business Segment
(In millions)
Atlantic Corporate,
North America Copper Mines South America Mining Copper Other
Cerro Indonesia Molybdenum Rod & Smelting & Elimi- FCX
Morenci Bagdad Other Total Verde Other Total Mining Mines Refining & Refining nations Total
Three Months Ended September 30, 2020
Revenues:
Unaffiliated customers $ 4 $ — $ 12 $ 16 $ 632 $ 108 $ 740 $ 1,023 a
$ — $ 1,270 $ 536 $ 266 b
$ 3,851
Intersegment 584 207 430 1,221 66 — 66 3 42 8 3 ( 1,343 ) —
Production and delivery 308 123 337 768 394 83 477 409 51 1,272 522 ( 1,034 ) 2,465
Depreciation, depletion and amortization
42 14 35 91 92 13 105 150 13 6 8 21 394
Metals inventory adjustments
— — ( 4 ) ( 4 ) — — — — 3 2 — 8 9
Selling, general and administrative expenses
1 — — 1 2 — 2 25 — — 5 39 72
Mining exploration and research expenses — — — — — — — — — — — 8 8
Environmental obligations and shutdown costs
— — ( 3 ) ( 3 ) — — — — — — — 24 21
Net loss on sales of assets — — — — — — — — — — — 2 2
Operating income (loss) 237 70 77 384 210 12 222 442 ( 25 ) ( 2 ) 4 ( 145 ) 880
Interest expense, net — — — — 21 — 21 — — — — 99 120
Provision for (benefit from) income taxes — — — — 105 4 109 211 — — — ( 23 ) 297
Total assets at September 30, 2020 2,654 785 4,352 7,791 8,569 1,640 10,209 17,098 1,770 251 877 3,103 41,099
Capital expenditures 21 7 38 66 26 5 31 325 3 1 6 4 436
Three Months Ended September 30, 2019
Revenues:
Unaffiliated customers $ 61 $ — $ 19 $ 80 $ 504 $ 117 $ 621 $ 488 a
$ — $ 1,104 $ 437 $ 423 b
$ 3,153
Intersegment 462 209 389 1,060 65 — 65 — 90 8 — ( 1,223 ) —
Production and delivery 377 140 379 896 417 111 528 399 85 1,111 421 ( 770 ) 2,670
Depreciation, depletion and amortization
45 12 34 91 93 16 109 77 16 2 7 20 322
Metals inventory adjustments
1 — 37 38 2 — 2 — 1 — — — 41
Selling, general and administrative expenses
1 1 — 2 2 — 2 31 — — 5 61 101
Mining exploration and research expenses — — — — — — — — — — — 25 25
Environmental obligations and shutdown costs
— — — — — — — — — — — 20 20
Net loss on sales of assets — — — — — — — — — — — 12 12
Operating income (loss) 99 56 ( 42 ) 113 55 ( 10 ) 45 ( 19 ) ( 12 ) ( 1 ) 4 ( 168 ) ( 38 )
Interest expense, net — — 1 1 25 — 25 1 — — 5 91 123
Provision for (benefit from) income taxes — — — — 29 4 33 ( 8 ) — — ( 1 ) 67 91
Total assets at September 30, 2019 2,943 769 4,236 7,948 8,500 1,723 10,223 16,447 1,786 236 680 3,623 40,943
Capital expenditures 61 42 121 224 61 7 68 334 5 1 9 25 666
a. Includes PT-FI's sales to PT Smelting totaling $ 506 million in third-quarter 2020 and $ 475 million in third-quarter 2019.
b. Includes revenues from FCX's molybdenum sales company, which includes sales of molybdenum produced by the Molybdenum mines and by certain of the North America and South America copper mines.
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(In millions)
Atlantic Corporate,
North America Copper Mines South America Mining Copper Other
Other Cerro Other Indonesia Molybdenum Rod & Smelting & Elimi- FCX
Morenci Bagdad Mines Total Verde Mines Total Mining Mines Refining & Refining nations Total
Nine Months Ended September 30, 2020
Revenues:
Unaffiliated customers $ 26 $ — $ 35 $ 61 $ 1,479 $ 312 $ 1,791 $ 2,151 a
$ — $ 3,491 $ 1,429 $ 780 b
$ 9,703
Intersegment 1,473 532 1,144 3,149
156 — 156 38 171 24 16 ( 3,554 ) —
Production and delivery 1,005 367 1,043 2,415 1,152 297 1,449 1,130 178 3,529 1,379 ( 2,676 ) 7,404
Depreciation, depletion and amortization 129 41 102 272 273 42 315 375 44 14 22 51 1,093
Metals inventory adjustments 4 — 48 52 — 3 3 — 8 3 — 26 92
Selling, general and administrative expenses
2 — 1 3 5 — 5 81 — — 15 169 273
Mining exploration and research expenses — — 2 2 — — — — — — — 40 42
Environmental obligations and shutdown costs
— — ( 3 ) ( 3 ) — — — — — 1 — 60 58
Net loss on sales of assets — — — — — — — — — — — 13 13
Operating income (loss) 359 124 ( 14 ) 469 205 ( 30 ) 175 603 ( 59 ) ( 32 ) 29 ( 457 ) 728
Interest expense, net 2 — — 2 69 — 69 2 — — 4 285 362
Provision for (benefit from) income taxes — — — — 82 ( 6 ) 76 302 — — 1 ( 46 ) 333
Capital expenditures 92 44 262 398 116 40 156 959 14 5 17 24 1,573
Nine Months Ended September 30, 2019
Revenues:
Unaffiliated customers $ 89 $ — $ 183 $ 272 $ 1,793 $ 343 $ 2,136 $ 1,776 a
$ — $ 3,403 $ 1,554 $ 1,350 b
$ 10,491
Intersegment 1,411 591 1,020 3,022 262 — 262 57 290 18 5 ( 3,654 ) —
Production and delivery 1,020 388 1,055 2,463 1,311 337 1,648 1,509 234 3,415 1,488 ( 2,158 ) 8,599
Depreciation, depletion and amortization 128 33 100 261 294 48 342 281 50 7 21 59 1,021
Metals inventory adjustments 1 — 38 39 2 — 2 — 1 — — 58 100
Selling, general and administrative expenses
2 1 1 4 6 — 6 91 — — 15 184 300
Mining exploration and research expenses — — 1 1 — — — — — — — 82 83
Environmental obligations and shutdown costs
— — — — — — — — — — — 85 85
Net gain on sales of assets — — — — — — — — — — — ( 13 ) ( 13 )
Operating income (loss) 349 169 8 526 442 ( 42 ) 400 ( 48 ) 5 ( 1 ) 35 ( 601 ) 316
Interest expense, net 2 — 1 3 79 — 79 2 — — 17 300 401
Provision for (benefit from) income taxes — — — — 159 ( 10 ) 149 ( 9 ) — — 2 39 181
Capital expenditures 172 100 369 641 160 16 176 992 11 3 18 76 1,917
a. Includes PT-FI's sales to PT Smelting totaling $ 1.3 billion for the first nine months of 2020 and $ 1.4 billion for the first nine months of 2019.
b. Includes revenues from FCX's molybdenum sales company, which includes sales of molybdenum produced by the Molybdenum mines and by certain of the North America and South America copper mines.
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NOTE 10. NEW ACCOUNTING STANDARD
Financial Instruments. In June 2016, the Financial Accounting Standards Board issued an Accounting Standards Update (ASU) that requires entities to estimate all expected credit losses for most financial assets held at the reporting date based on an expected loss model, which requires consideration of historical experience, current conditions, and reasonable and supportable forecasts. FCX adopted this ASU effective January 1, 2020, and the adoption of this ASU did not have a material impact on its consolidated financial statements.
NOTE 11. SUBSEQUENT EVENTS
FCX evaluated events after September 30, 2020, and through the date the consolidated financial statements were issued, and determined any events or transactions occurring during this period that would require recognition or disclosure are appropriately addressed in these consolidated financial statements.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Freeport-McMoRan Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying consolidated balance sheet of Freeport-McMoRan Inc. (the Company) as of September 30, 2020, the related consolidated statements of operations, comprehensive income (loss), and equity for the three- and nine-month periods ended September 30, 2020 and 2019, the consolidated statements of cash flows for the nine-month periods ended September 30, 2020 and 2019, and the related notes (collectively referred to as the “consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2019, the related consolidated statements of operations, comprehensive (loss) income, cash flows and equity for the year then ended, and the related notes (not presented herein); and in our report dated February 14, 2020, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young LLP
Phoenix, Arizona
November 6, 2020
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.