Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of equity securities during the three months ended September 30, 2020.
There were no shares of common stock purchased by us during the three months ended September 30, 2020. On July 21, 2008, our Board of Directors approved an increase in our open-market share purchase program for up to 30 million shares. There have been no purchases under this program since 2008. This program does not have an expiration date. At September 30, 2020, there were 23.7 million shares that could still be purchased under the program.
Item 4. Mine Safety Disclosures.
The safety and health of all employees is our highest priority. Management believes that safety and health considerations are integral to, and compatible with, all other functions in the organization and that proper safety and health management will enhance production and reduce costs. Our approach towards the safety and health of our workforce is to continuously improve performance through implementing robust management systems and providing adequate training, safety incentive and occupational health programs. The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this quarterly report on Form 10-Q.
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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, as Guarantor, 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, as Guarantor, 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, as Guarantor, 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 among FCX, Freeport-McMoRan Oil & Gas LLC, as Guarantor, 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
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Filed
Exhibit with this Incorporated by Reference
Number Exhibit Title Form 10-Q Form File No. Date Filed
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
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
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Filed
Exhibit with this Incorporated by Reference
Number Exhibit Title Form 10-Q Form File No. Date Filed
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). 10-Q 001-11307-01 8/7/2020
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
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
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.
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.
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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: November 6, 2020
1
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.