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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-K/A (Amendment No. 1) |
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(Mark One) |
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014 |
OR |
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from | | to |
Commission File Number: 001-11307-01 |
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Freeport-McMoRan Inc. |
(Exact name of registrant as specified in its charter) |
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Delaware | 74-2480931 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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333 North Central Avenue | |
Phoenix, Arizona | 85004-2189 |
(Address of principal executive offices) | (Zip Code) |
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(602) 366-8100 |
(Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Name of each exchange on which registered |
Common Stock, par value $0.10 per share | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act þ Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. þ Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No
The aggregate market value of common stock held by non-affiliates of the registrant was $21.8 billion on February 20, 2015, and $37.3 billion on June 30, 2014.
Common stock issued and outstanding was 1,039,863,035 shares on February 20, 2015, and 1,038,896,868 shares on June 30, 2014.
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of our proxy statement for our 2015 annual meeting of stockholders are incorporated by reference into Part III (Items 10, 11, 12, 13 and 14) of this report.
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EXPLANATORY NOTE
Freeport-McMoRan Inc. (FCX) is filing this Amendment No. 1 (this Amendment) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, previously filed with the Securities and Exchange Commission (SEC) on February 27, 2015 (the Original Filing), for the sole purpose of filing revised redacted versions of Exhibits 10.23 and 10.24, reflecting changes to FCX’s confidential treatment request with respect to certain portions of these exhibits. Accordingly, Exhibits 10.23 and 10.24 to this Amendment supersede and replace in their entirety Exhibits 10.23 and 10.24 to the Original Filing.
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications by the company’s principal executive officer and principal financial officer required in accordance with Rule 13a-14(a) are being filed as exhibits to this Amendment; however, paragraphs 3, 4 and 5 of the certifications have been omitted because this Amendment does not contain any financial statements nor does it contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K.
Except as described above, no other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the date of the Original Filing nor does it modify or update the disclosures contained in the Original Filing that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings made with the SEC subsequent to the filing of the Original Filing.
FREEPORT-McMoRan INC.
FORM 10-K/A
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TABLE OF CONTENTS |
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| Page |
Part IV | 1 |
Item 15. Exhibits, Financial Statement Schedules | 1 |
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Signatures | S-1 |
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Exhibit Index | E-1 |
Item 15. Exhibits, Financial Statement Schedules.
(a)(3). Exhibits.
Reference is made to the Exhibit Index beginning on page E-1 hereof.
SIGNATURES
Pursuant to the requirements of Section 13 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, on June 12, 2015.
Freeport-McMoRan Inc.
By: /s/ Richard C. Adkerson
Richard C. Adkerson
Vice Chairman of the Board, President and
Chief Executive Officer
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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
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| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
2.1 | Agreement and Plan of Merger dated as of November 18, 2006, by and among FCX, Phelps Dodge Corporation and Panther Acquisition Corporation. | | 8-K | 333-139252 | 11/20/2006 |
2.2 | Agreement and Plan of Merger by and among Plains Exploration & Production Company, FCX and IMONC LLC, dated as of December 5, 2012. | | 8-K | 001-11307-01 | 12/6/2012 |
2.3 | Agreement and Plan of Merger by and among McMoRan Exploration Co., FCX and INAVN Corp., dated as of December 5, 2012. | | 8-K | 001-11307-01 | 12/6/2012 |
2.4 | Stock Purchase Agreement, dated as of October 6, 2014, among LMC Candelaria SpA, LMC Ojos del Salado SpA and Freeport Minerals Corporation.
| | 10-Q | 001-11307-01 | 11/7/2014 |
3.1 | Composite Certificate of Incorporation of FCX. | | 10-Q | 001-11307-01 | 8/8/2014 |
3.2 | Composite By-Laws of FCX, as of July 14, 2014. | | 8-K | 001-11307-01 | 7/2/2014 |
4.1 | Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 2.15% Senior Notes due 2017, the 3.55% Senior Notes due 2022, the 2.30% Senior Notes due 2017, 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 | Second Supplemental Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 2.15% Senior Notes due 2017).
| | 8-K | 001-11307-01 | 2/13/2012 |
4.3 | 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 |
4.4 | 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 2.15% Senior Notes due 2017, the 3.55% Senior Notes due 2022, the 2.30% Senior Notes due 2017, 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 |
4.5 | Fifth 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 2.30% Senior Notes due 2017).
| | 8-K | 001-11307-01 | 11/14/2014 |
4.6 | 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 |
4.7 | 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 |
4.8 | 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 |
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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
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Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
4.9 | Indenture dated as of March 7, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 2.375% Senior Notes due 2018, the 3.100% Senior Notes due 2020, the 3.875% Senior Notes due 2023, and the 5.450% Senior Notes due 2043).
| | 8-K | 001-11307-01 | 3/7/2013 |
4.10 | 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 2.375% Senior Notes due 2018, the 3.100% Senior Notes due 2020, the 3.875% Senior Notes due 2023, and the 5.450% Senior Notes due 2043).
| | 8-K | 001-11307-01 | 6/3/2013 |
4.11 | Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.625% Senior Notes due 2021, the 6.75% Senior Notes due 2022, the 6.125% Senior Notes due 2019, the 6.5% Senior Notes due 2020, and the 6.875% Senior Notes due 2023).
| | 8-K | 001-31470 | 3/13/2007 |
4.12 | Twelfth Supplemental Indenture dated as of March 29, 2011 to the Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto and Wells Fargo Bank, N.A., as Trustee (relating to the 6.625% Senior Notes due 2021).
| | 8-K | 001-31470 | 3/29/2011 |
4.13 | Thirteenth Supplemental Indenture dated as of November 21, 2011 to the Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto and Wells Fargo Bank, N.A., as Trustee (relating to the 6.75% Senior Notes due 2022). | | 8-K | 001-31470 | 11/22/2011 |
4.14 | Fourteenth Supplemental Indenture dated as of April 27, 2012 to the Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto and Wells Fargo Bank, N.A., as Trustee (relating to the 6.125% Senior Notes due 2019).
| | 8-K | 001-31470 | 4/27/2012 |
4.15 | Sixteenth Supplemental Indenture dated as of October 26, 2012 to the Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto and Wells Fargo Bank, N.A., as Trustee (relating to the 6.5% Senior Notes due 2020).
| | 8-K | 001-31470 | 10/26/2012 |
4.16 | Seventeenth Supplemental Indenture dated as of October 26, 2012 to the Indenture dated as of March 13, 2007, among Plains Exploration & Production Company, the Subsidiary Guarantors parties thereto and Wells Fargo Bank, N.A., as Trustee (relating to the 6.875% Senior Notes due 2023).
| | 8-K | 001-31470 | 10/26/2012 |
4.17 | Eighteenth Supplemental Indenture dated as of May 31, 2013 to the Indenture dated as of March 13, 2007, among Freeport-McMoRan Oil & Gas LLC, as Successor Issuer, FCX Oil & Gas Inc., as Co-Issuer, FCX, as Parent Guarantor, Plains Exploration & Production Company, as Original Issuer, and Wells Fargo Bank, N.A., as Trustee (relating to the 6.625% Senior Notes due 2021, the 6.75% Senior Notes due 2022, the 6.125% Senior Notes due 2019, the 6.5% Senior Notes due 2020, and the 6.875% Senior Notes due 2023).
| | 8-K | 001-11307-01 | 6/3/2013 |
4.18 | 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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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
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| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
4.19 | 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 | 001-00082 | 11/3/1997 |
4.20 | 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 | 001-00082 | 5/30/2001 |
4.21 | 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/A | 001-00082 | 3/7/2005 |
10.1 | Contract of Work dated December 30, 1991, between the Government of the Republic of Indonesia and PT Freeport Indonesia. | | S-3 | 333-72760 | 11/5/2001 |
10.2 | Memorandum of Understanding dated as of July 25, 2014, between the Directorate General of Mineral and Coal, the Ministry of Energy and Mineral Resources and PT Freeport Indonesia on Adjustment of the Contract of Work.
| | 8-K | 001-11307-01 | 7/8/2014 |
10.3† | Extension dated as of January 23, 2015, to Memorandum of Understanding Between the Government of the Republic of Indonesia and PT Freeport Indonesia dated as of July 25, 2014. | | | | |
10.4 | Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. RTZ-CRA Indonesia (a subsidiary of Rio Tinto PLC) with respect to a certain contract of work. | | S-3 | 333-72760 | 11/5/2001 |
10.5† | First Amendment dated April 30, 1999, Second Amendment dated February 22, 2006, Third Amendment dated October 7, 2009, Fourth Amendment dated November 14, 2013, and Fifth Amendment dated August 4, 2014, to the Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. Rio Tinto Indonesia (formerly P.T. RTZ-CRA Indonesia). | | | | |
10.6 | Agreement dated as of October 11, 1996, to Amend and Restate Trust Agreement among PT Freeport Indonesia, FCX, the RTZ Corporation PLC (now Rio Tinto PLC), P.T. RTZ-CRA Indonesia, RTZ Indonesian Finance Limited and First Trust of New York, National Association, and The Chase Manhattan Bank, as Administrative Agent, JAA Security Agent and Security Agent. | | 8-K | 001-09916 | 11/13/1996 |
10.7 | Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. | | S-3 | 333-72760 | 11/5/2001 |
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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
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| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
10.8† | Amendment No. 1, dated as of March 19, 1998, Amendment No. 2 dated as of December 1, 2000, Amendment No. 3 dated as of January 1, 2003, Amendment No. 4 dated as of May 10, 2004, Amendment No. 5 dated as of March 19, 2009, Amendment No. 6 dated as of January 1, 2011, and Amendment No. 7 dated as of October 29, 2012, to the Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. | | | | |
10.9† | Third Amended and Restated Joint Venture and Shareholders Agreement dated as of December 11, 2003 among PT Freeport Indonesia, Mitsubishi Corporation, Nippon Mining & Metals Company, Limited and PT Smelting, as amended by the First Amendment dated as of September 30, 2005, and the Second Amendment dated as of April 30, 2008. | | | | |
10.10 | Participation Agreement, dated as of March 16, 2005, among Phelps Dodge Corporation, Cyprus Amax Minerals Company, a Delaware corporation, Cyprus Metals Company, a Delaware corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Summit Global Management, B.V., a Dutch corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta. | | 8-K | 001-00082 | 3/22/2005 |
10.11 | Shareholders Agreement, dated as of June 1, 2005, among Phelps Dodge Corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Summit Global Management B.V., a Dutch corporation, SMM Cerro Verde Netherlands, B.V., a Dutch corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta. | | 8-K | 001-00082 | 6/7/2005 |
10.13 | Amended and Restated Mining Convention dated as of September 28, 2005, among the Democratic Republic of Congo, La Générale des Carrières et des Mines, Lundin Holdings Ltd. (now TF Holdings Limited) and Tenke Fungurume Mining S.A.R.L. | | 8-K | 001-11307-01 | 9/2/2008 |
10.14 | Addendum No.1 to the Amended and Restated Mining Convention dated as of September 28, 2005, among the Democratic Republic of Congo, La Générale des Carrières et des Mines, TF Holdings Limited and Tenke Fungurume Mining S.A.R.L., dated as of December 11, 2010 | | 10-Q | 001-11307-01 | 5/6/2011 |
10.15 | Amended and Restated Shareholders Agreement dated as of September 28, 2005, by and between La Générale des Carrières et des Mines and Lundin Holdings Ltd. (now TF Holdings Limited) and its subsidiaries. | | 8-K | 001-11307-01 | 9/2/2008 |
10.16 | Addendum No.1 to the Amended and Restated Shareholders Agreement dated as of September 28, 2005, among La Générale des Carrières et des Mines and TF Holdings Limited, Chui Ltd., Faru Ltd., Mboko Ltd., Tembo Ltd., and Tenke Fungurume Mining S.A.R.L., dated as of December 11, 2010. | | 10-Q | 001-11307-01 | 5/6/2011 |
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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
| | Filed | | | |
| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
10.17 | Term Loan Agreement dated as of February 14, 2013, among FCX, And Freeport-McMoRan Oil & Gas LLC, as borroweres, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto. | | 8-K | 001-11307-01 | 2/15/2013 |
10.18† | First Amendment dated as of February 27, 2015, to Term Loan Agreement dated as of February 14, 2013, among FCX and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, HSBC Bank USA, National Association, Mizuho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders party thereto. | | | | |
10.19 | Revolving Credit Agreement dated as of February 14, 2013, among FCX, PT Freeport Indonesia, and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Muzho Corporate Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto. | | 8-K | 001-11307-01 | 2/15/2013 |
10.20 | First Amendment dated as of May 30, 2014, to the Revolving Credit Agreement dated as of February 14, 2013, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto.
| | 8-K | 001-11307-01 | 6/2/2014 |
10.21† | Second Amendment dated as of February 27, 2015, to the Revolving Credit Agreement dated as of February 14, 2013, as amended by the First Amendment dated as of May 30, 2014, among FCX, PT Freeport Indonesia and Freeport-McMoRan Oil & Gas LLC, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent and the swingline lender, Bank of America, N.A., as syndication agent, BNP Paribas, Citibank, N.A., HSBC Bank USA, National Association, Mizuho Bank, Ltd., Sumitomo Mitsui Banking Corporation, The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents, and each of the lenders and issuing banks party thereto. | | | | |
10.22# | Crude Oil Purchase Agreement dated January 1, 2012, between Plains Exploration & Production Company and ConocoPhillips Company. | | 10-Q/A | 001-31470 | 9/22/2011 |
| First Amendment, dated January 1, 2014, to the Crude Oil Purchase Agreement dated January 1, 2012, between Freeport-McMoRan Oil & Gas LLC (formerly Plains Exploration & Production Company) and ConocoPhillips Company. | X | | | |
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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
| | Filed | | | |
| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
| Second Amendment, dated July 1, 2014, to the Crude Oil Purchase Agreement dated January 1, 2012, between Freeport-McMoRan Oil & Gas LLC and ConocoPhillips Company. | X | | | |
10.25* | Letter Agreement, dated as of December 5, 2012, by and among James C. Flores, Plains Exploration & Production Company and FCX | | 8-K | 001-11307-01 | 12/6/2012 |
10.26* | Amended and Restated Employment Agreement dated February 27, 2014, between FCX and James C. Flores.
| | 8-K | 001-11307-01 | 3/3/2014 |
10.27* | Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson. | | 8-K | 001-11307-01 | 12/23/2013 |
10.28*† | FCX Director Compensation. | | | | |
10.29* | Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and James R. Moffett. | | 10-K/A | 001-11307-01 | 2/26/2009 |
10.30* | Amended and Restated Change of Control Agreement dated effective as of December 2, 2008, between FCX and James R. Moffett. | | 10-K/A | 001-11307-01 | 2/26/2009 |
10.31* | Letter Agreement dated February 27, 2014, between FCX and James R. Moffett. | | 8-K | 001-11307-01 | 3/3/2014 |
10.32* | Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and Kathleen L. Quirk. | | 10-K/A | 001-11307-01 | 2/26/2009 |
10.33* | Amendment to Amended and Restated Executive Employment Agreement dated December 2, 2008, by and between FCX and Kathleen L. Quirk, dated April 27, 2011. | | 8-K | 001-11307-01 | 4/29/2011 |
10.34* | FCX Executive Services Program | | 10-K/A | 001-11307-01 | 2/27/2012 |
10.35* | FCX Supplemental Executive Retirement Plan, as amended and restated. | | 8-K | 001-11307-01 | 2/5/2007 |
10.36* | FCX Supplemental Executive Capital Accumulation Plan. | | 10-Q | 001-11307-01 | 5/12/2008 |
10.37* | FCX Supplemental Executive Capital Accumulation Plan Amendment One. | | 10-Q | 001-11307-01 | 5/12/2008 |
10.38* | FCX Supplemental Executive Capital Accumulation Plan Amendment Two. | | 10-K/A | 001-11307-01 | 2/26/2009 |
10.39*† | FCX Supplemental Executive Capital Accumulation Plan Amendment Three.
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10.40*† | FCX Supplemental Executive Capital Accumulation Plan Amendment Four.
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10.41*† | FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015. | | | | |
10.42* | FCX 1995 Stock Option Plan for Non-Employee Directors, as amended and restated. | | 10-Q | 001-11307-01 | 5/10/2007 |
10.43* | FCX Amended and Restated 1999 Stock Incentive Plan, as amended and restated. | | 10-Q | 001-11307-01 | 5/10/2007 |
10.44* | FCX 2003 Stock Incentive Plan, as amended and restated. | | 10-Q | 001-11307-01 | 5/10/2007 |
10.45* | Form of Amendment No. 1 to Notice of Grant of Nonqualified Stock Options and Stock Appreciation Rights under the 2004 Director Compensation Plan. | | 8-K | 001-11307-01 | 5/5/2006 |
10.46* | FCX 2004 Director Compensation Plan, as amended and restated. | | 10-Q | 001-11307-01 | 8/6/2010 |
10.47* | FCX Amended and Restated 2006 Stock Incentive Plan. | | 10-K/A | 001-11307-01 | 2/27/2014 |
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FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
| | Filed | | | |
| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
10.48* | Form of Notice of Grant of Nonqualified Stock Options for grants under the FCX 1999 Stock Incentive Plan, the 2003 Stock Incentive Plan and the 2006 Stock Incentive Plan. | | 10-K/A | 001-11307-01 | 2/29/2008 |
10.49* | Form of Notice of Grant of Nonqualified Stock Options and Restricted Stock Units under the 2006 Stock Incentive Plan (for grants made to non-management directors and advisory directors). | | 8-K | 001-11307-01 | 6/14/2010 |
10.50* | FCX 2009 Annual Incentive Plan | | 8-K | 001-11307-01 | 6/17/2009 |
10.51* | Form of Nonqualified Stock Options Grant Agreement (effective February 2012). | | 10-K/A | 001-11307-01 | 2/27/2012 |
10.52* | Form of Restricted Stock Unit Agreement (effective February 2012). | | 10-K/A | 001-11307-01 | 2/27/2012 |
10.53* | Form of Performance-Based Restricted Stock Unit Agreement (effective February 2012). | | 10-K/A | 001-11307-01 | 2/27/2012 |
10.54* | Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014). | | 10-K/A | 001-11307-01 | 2/27/2014 |
10.55* | Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2014). | | 10-K/A | 001-11307-01 | 2/27/2014 |
10.56* | Form of Performance Share Unit Agreement (effective February 2014). | | 8-K | 001-11307-01 | 3/3/2014 |
10.57* | FCX Annual Incentive Plan (For Fiscal Years Ending 2014 - 2018).
| | 8-K | 001-11307-01 | 6/18/2014 |
10.58* | Form of Notice of Grant of Restricted Stock Units under the 2006 Stock Incentive Plan (for grants made to non-management directors).
| | 10-Q | 001-11307-01 | 8/11/2014 |
10.59*† | Form of Restricted Stock Unit Agreement under the FCX stock incentive plans (effective February 2015). | | | | |
12.1† | FCX Computation of Ratio of Earnings to Fixed Charges. | | | | |
14.1 | FCX Principles of Business Conduct. | | 10-K/A | 001-11307-01 | 2/29/2008 |
21.1† | Subsidiaries of FCX. | | | | |
23.1† | Consent of Ernst & Young LLP. | | | | |
23.2† | Consent of Netherland, Sewell & Associates, Inc.
| | | | |
23.3† | Consent of Ryder Scott Company, L.P.
| | | | |
24.1† | Certified resolution of the Board of Directors of FCX authorizing this report to be signed on behalf of any officer or director pursuant to a Power of Attorney. | | | | |
24.2† | Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX. | | | | |
| Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d – 14(a). | X | | | |
| 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. | | | | |
32.2†† | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350. | | | | |
95.1† | Mine Safety Disclosure. | | | | |
| | | | | |
| | | | | |
|
| | | | | |
FREEPORT-McMoRan INC. |
EXHIBIT INDEX |
| | Filed | | | |
| | with this | Incorporated by Reference |
Exhibit Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed |
99.1 | Asset and Stock Purchase Agreement among OMG Harjavalta Chemicals Holding BV, OMG Americas, Inc., OM Group, Inc., Koboltti Chemicals Holdings Limited and solely for purposes of Section 10.13 and Exhibit A, Freeport-McMoRan Corporation, dated as of January 21, 2013. | | 10-K/A | 001-11307-01 | 2/22/2013 |
99.2† | Report of Netherland, Sewell & Associates, Inc. | | | | |
99.3† | Report of Ryder Scott Company, L.P. | | | | |
101.INS†† | XBRL Instance Document. | | | | |
101.SCH†† | XBRL Taxonomy Extension Schema. | | | | |
101.CAL†† | XBRL Taxonomy Extension Calculation Linkbase. | | | | |
101.DEF†† | XBRL Taxonomy Extension Definition Linkbase. | | | | |
101.LAB†† | XBRL Taxonomy Extension Label Linkbase. | | | | |
101.PRE†† | XBRL Taxonomy Extension Presentation Linkbase. | | | | |
Note: Certain instruments with respect to long-term debt of FCX have not been filed as exhibits to this Annual Report on Form 10-K since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of FCX and its subsidiaries on a consolidated basis. FCX agrees to furnish a copy of each such instrument upon request of the Securities and Exchange Commission.
| |
* | Indicates management contract or compensatory plan or arrangement. |
| |
# | Pursuant to a request for confidential treatment, portions of this exhibit have been redacted from the publicly filed document and have been furnished separately to the SEC. |
| |
† | Indicates documents previously filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed with the SEC on February 27, 2015, which is being amended hereby. |
| |
†† | Indicates documents previously furnished with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed with the SEC on February 27, 2015, which is being amended hereby. |
Confidential Treatment has been requested for the redacted portions of this agreement. The redactions are indicated with five asterisks (*****). A complete version of this agreement has been filed separately with the Securities and Exchange Commission.
FIRST AMENDMENT
to the
Crude Oil Purchase Agreement
This amendment agreement (“Amendment”) is made and entered into as of January 1, 2014 (“Effective Date”) by and between Phillips 66 Company, hereinafter referred to as “Party A”, and Freeport-McMoRan Oil & Gas LLC hereinafter referred to as “Party B” (individually a “Party” and collectively, the “Parties”). Terms used herein which are not defined shall have the meaning ascribed to them in the Agreement (as defined below).
WITNESSETH THAT:
WHEREAS, ConocoPhillips Company (“CoP”), predecessor of Party A and Plains Exploration & Production Company (“PXP”), predecessor to Party B entered into a Crude Oil Purchase Agreement dated January 1, 2012 (“Agreement”) and;
WHEREAS, Party A and Party B, as the successors to CoP and PXP, respectively, now desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises of the mutual covenants and agreements herein contained, the Parties agree to amend the Agreement as follows as of the Effective Date:
I.
1. All references to “ConocoPhillips Company” and “CoP” shall be replaced with “Phillips 66 Company” and “Phillips”, respectively.
2. All references to “Plains Exploration & Production Company” and “PXP” shall be replaced with “Freeport-McMoRan Oil & Gas LLC” and “FM O&G”, respectively.
3. The definition of “***** Benchmark” shall be replaced in its entirety with the following: “***** Benchmark” shall mean the average differentials of the daily midpoint price per barrel for “*****” as published by Argus for the relevant Trade Month, exclusive of weekends and holidays. An example of calculation of the ***** Benchmark is set forth in Exhibit 5.”
4. The definition of “Force Majeure” shall be replaced in its entirety with the following: “Force Majeure” means any event or circumstance that was not anticipated as of the Effective Date of this Amendment, which is not within the reasonable control of, or the result of the negligence of, the claiming party, and which, by the exercise of due diligence, the claiming party is unable to overcome or avoid or cause to be avoided. Furthermore, any disruption or breakdown of production or transportation facilities or delays by unaffiliated pipeline carriers in receiving and delivering Sales Volumes tendered shall also constitute Force Majeure. Force Majeure shall not include mere economic loss or hardship to such Party or the shutdown of facilities that are no longer considered economic to operate.”
4. The following definitions shall be added to Section 1.1, Definitions:
“*****” or “*****” means the posted price for crude produced from the ***** which shall be the monthly average of the postings of ***** for the *****, inclusive of weekends and holidays.”
“*****” or “*****” means the posted price for crude produced from the ***** which shall be the monthly average of the postings of ***** for the *****, inclusive of weekends and holidays.”
“Trade Month” means the ***** differentials reported in Argus from the 26th of the month which is two months prior to delivery through the 25th of the month prior to delivery. Example: A September delivered barrel would utilize the published ***** differentials from July 26th through August 25th of such year.”
5. The language in “OCS Posting Group” in Section 3.1(a)(iii) of the Agreement shall be replaced in its entirety with: “The price to be paid for the OCS Posting Group shall be *****”
6. The language in “Additional Pricing Adjustment” in Section 3.2(a)(ii) of the Agreement shall be replaced in its entirety with: “The Delivery Amount Price for all Sales Volumes delivered to or for the benefit of Phillips produced from the Subject Fields designated as ***** shall be ***** by $***** per Barrel. All other Sales Volumes delivered to or for the benefit of Phillips under this Agreement shall be increased by $.05 per Barrel.”
7. Section 3.2(a)(vi) “Point Arguello Adjustment” shall be deleted.
8. The language in “Arroyo Grande Adjustment” in Section 3.2(a)(vii) shall be replaced in its entirety with: “The Delivery Amount Price for Sales Volumes produced from the Subject Fields designated as Arroyo Grande in Exhibit 1 shall be adjusted for location differential in accordance with Exhibit 4, *****. The ***** adjustment shall be $***** per *****greater than *****% or its proportionate share of such *****.”
9. The following shall be added as a new Section 3.2(a)(viii): “The Parties agree to mutually negotiate in good faith the gathering fee applicable to the ***** pipeline.”
10. The following shall be added as a new Section 3.2(a)(ix): “The Parties agree to review in good faith and on a quarterly basis the ***** and the impact of the same on the value of *****.”
11. FM O&G’s wiring instructions set forth in Section 4.1 shall be replaced in their entirety with the following:
Bank: Wells Fargo Bank N.A.
ABA#: 121000248
Credit: Freeport-McMoRan Oil & Gas LLC
Account #: 4974216228
Reference: Crude Oil Purchases
12. The Parties’ accounting contact details set forth in Section 4.3 shall be replaced in their entirety with the following:
“To FM O&G:
Freeport-McMoRan Oil & Gas LLC
700 Milam, Suite 3100
Houston, TX 77002
Attn: Revenue Accounting
Fax: 713-579-6611
To Phillips:
Phillips 66 Company
600 North Dairy Ashford Road
Houston, TX 77079
Attn: Supply Trader/West Coast Pipeline
Fax: 832-765-0433”
13. The Parties’ contact details set forth in Section 11.1 shall be replaced in their entirety with the following:
“To FM O&G:
Freeport-McMoRan Oil & Gas LLC
717 Texas, Suite 2100
Houston, TX 77002
Attn: Marketing Dept.
Fax: 713-579-6209
To Phillips:
Phillips 66 Company
600 North Dairy Ashford Road
Houston, TX 77079
Attn: Manager/Americas Crude
Fax: 918.977.9287
14. The following shall be added as a new Section 11.24: “Imaged Agreement. Any fully executed agreement, confirmation or other related document, or recording may be scanned and stored electronically, or stored on computer tapes and disks, as may be practicable (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Confirmation if introduced as evidence in automated facsimile form, any recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of any Imaged Agreement (or photocopies of the transcription of such Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule, the best evidence rule or other rule of evidence. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence”.
15. Exhibit 3 shall be replaced in its entirety with the attached Exhibit 3.
16. Exhibit 4 shall be replaced in its entirety with the attached Exhibit 4.
17. Exhibit 5 shall be replaced in its entirety with the attached Exhibit 5.
II.
Except as otherwise set forth herein, this Amendment shall be effective as of the Effective Date.
III.
Except as herein changed, altered and amended, all of the terms, provisions, covenants and conditions contained in the Agreement, shall remain in full force and effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties hereto, their heirs, representatives, successors and assigns. This Amendment may be executed by the Parties by facsimile or email/PDF which shall constitute an original agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives as of the Effective Date set forth above.
|
| |
Phillips 66 Company
By: /s/ Glenn E. Simpson Name: Glenn E. Simpson Title: General Manager
| Freeport-McMoRan Oil & Gas LLC
By: /s/ Doss R. Bourgeois Name: Doss R. Bourgeois Title: Executive Vice President, Exploration & Production |
EXHIBIT 3
BENCHMARK PRICE/SPECIFIED GRAVITY
|
| | |
POSTING GROUP |
BENCHMARK PRICE* | SPECIFIED GRAVITY (DEGREES API) |
Buena Vista | ******* | *****º |
Midway Sunset | ***** | *****º |
OCS | ******* | *****º*** |
* Subject to adjustments described in Section 3.2 of the Agreement.
** Subject to ***** as set forth in Sections 3.1(a)(i) and (iii) of the Agreement.
*** This only applies to the 70% portion of the OCS Posting Group.
EXHIBIT 4
POSTING GROUP/SUBJECT FIELD PRICING DIFFERENTIALS
|
| | |
SUBJECT FIELD | POSTING GROUP | SUBJECT FIELD PRICING DIFFERENTIAL |
| | |
Lompoc | OCS | ($*****) |
Point Pedernales | OCS | ($*****) |
Point Arguello | OCS | |
| | |
Cymric Heavy | Midway Sunset | |
Midway Sunset | Midway Sunset | |
South Belridge Heavy | Midway Sunset | |
Arroyo Grande | Midway Sunset | ($*****) |
| | |
L.A. Basin | Buena Vista* | |
Cymric Light | Buena Vista* | |
South Belridge Light | Buena Vista* | |
EXHIBIT 5
ILLUSTRATIVE EXAMPLE OF MONTHLY PRICE CALCULATION FOR ***** BENCHMARK AND ***** BENCHMARK
This example is provided for illustrative purposes only; the prices used are for example purposes only and are from Argus Americas Crude report by Argus Media Ltd. Published April 18, 2011 for prices dated April 18, 2011 but effective for the month of delivery so indicated under the heading “Base”.
*****
***** Timing Base Low/High ($/Bbl) Midpoint ($/Bbl)
***** Dtd Jul ***** *****
*****
***** Timing Base Low/High ($/Bbl) Midpoint ($/Bbl)
***** Dtd Jul ***** *****
“***** Benchmark” Example Calculation
Step 1 – Locate low/high price spreads for the category “*****” under the table entitled
“*****” under the section entitled “*****”.
In this example, the prices spreads are:
***** ***** dollars per barrel
Step 2 - Determine the Midpoint Price of the two extremes of such price spread.
In this example, the Midpoint Price is:
***** ***** dollars per barrel
Step 3 - Calculate the Monthly Midpoint Average equal to the average of all daily ***** Midpoint Prices for each day posted for Base month as shown in Argus, which is equivalent to the Delivery Month (excludes weekends & holidays), as defined herein.
Step 4 - Take the Monthly Midpoint Average and to it add the NYMEX Price. NYMEX Price means, for a given Delivery Month, the average of the daily settlement prices for the current month contract on the New York Mercantile Exchange for light, sweet crude oil during the calendar month for which such Delivery Month is referenced. For example, the NYMEX Price for Delivery Amounts delivered in January shall be the average of the daily settlement contracts on the New York Mercantile Exchange for February futures contracts (until such time as settlement prices cease to be published for February, and thereafter March futures contracts) for light, sweet crude oil as published January 1 through January 31 (excludes weekends and holidays).
In this example, assuming NYMEX Price is $***** per barrel and the Monthly Midpoint Average of ***** is ***** Benchmark is:
***** plus ***** equals a sum of ***** per barrel.
For avoidance of doubt, the following table provides the ***** Benchmark calculation for the month of September, 2013:
|
| | | | |
Argus Publication Date | Base | ***** | CMA September NYMEX | Price |
7/26/2013 | Oct | ***** | 9/1/2013 | |
7/27/2013 | | ***** | 9/2/2013 | |
7/28/2013 | | ***** | 9/3/2013 | $108.54 |
7/29/2013 | Oct | ***** | 9/4/2013 | $107.23 |
7/30/2013 | Oct | ***** | 9/5/2013 | $108.37 |
7/31/2013 | Oct | ***** | 9/6/2013 | $110.53 |
8/1/2013 | Oct | ***** | 9/7/2013 | |
8/2/2013 | Oct | ***** | 9/8/2013 | |
8/3/2013 | | | 9/9/2013 | $109.52 |
8/4/2013 | | | 9/10/2013 | $107.39 |
8/5/2013 | Oct | ***** | 9/11/2013 | $107.56 |
8/6/2013 | Oct | ***** | 9/12/2013 | $108.60 |
8/7/2013 | Oct | ***** | 9/13/2013 | $108.21 |
8/8/2013 | Oct | ***** | 9/14/2013 | |
8/9/2013 | Oct | ***** | 9/15/2013 | |
8/10/2013 | | | 9/16/2013 | $106.59 |
8/11/2013 | | | 9/17/2013 | $105.42 |
8/12/2013 | Oct | ***** | 9/18/2013 | $108.07 |
8/13/2013 | Oct | ***** | 9/19/2013 | $106.39 |
8/14/2013 | Oct | ***** | 9/20/2013 | $104.68 |
8/15/2013 | Oct | ***** | 9/21/2013 | |
8/16/2013 | Nov | ***** | 9/22/2013 | |
8/17/2013 | | | 9/23/2013 | $103.59 |
8/18/2013 | | | 9/24/2013 | $103.13 |
8/19/2013 | Nov | ***** | 9/25/2013 | $102.66 |
8/20/2013 | Nov | ***** | 9/26/2013 | $103.03 |
8/21/2013 | Nov | ***** | 9/27/2013 | $102.87 |
8/22/2013 | Nov | ***** | 9/28/2013 | |
8/23/2013 | Nov | ***** | 9/29/2013 | |
8/24/2013 | | | 9/30/2013 | $102.33 |
8/25/2013 | | | | |
| Average | ***** | Average | $106.24 |
|
| |
***** Benchmark | |
Nymex | $106.24 |
plus ***** | ***** |
***** Benchmark | ***** |
For avoidance of doubt, the following table provides the ***** calculation for the month of July, 2011:
|
| | | | | |
Argus Publication Date | Base | ***** | ***** | | |
4/13/2011 | | | | | |
4/14/2011 | June | ***** | ***** | NYMEX Price |
4/15/2011 | July | ***** | ***** | 7/1/11 | 94.94 |
4/16/2011 | | | | 7/5/11 | 96.89 |
4/17/2011 | | | | 7/6/11 | 96.65 |
4/18/2011 | July | ***** | ***** | 7/7/11 | 98.67 |
4/19/2011 | July | ***** | ***** | 7/8/11 | 96.20 |
4/20/2011 | July | ***** | ***** | 7/11/11 | 95.15 |
4/21/2011 | July | ***** | ***** | 7/12/11 | 97.43 |
4/22/2011 | July | ***** | ***** | 7/13/11 | 98.05 |
4/23/2011 | | | | 7/14/11 | 95.69 |
4/24/2011 | | | | 7/15/11 | 97.24 |
4/25/2011 | July | ***** | ***** | 7/18/11 | 95.93 |
4/26/2011 | July | ***** | ***** | 7/19/11 | 97.50 |
4/27/2011 | July | ***** | ***** | 7/20/11 | 98.14 |
4/28/2011 | July | ***** | ***** | 7/21/11 | 99.13 |
4/29/2011 | July | ***** | ***** | 7/22/11 | 99.87 |
4/30/2011 | | | | 7/25/11 | 99.20 |
5/1/2011 | | | | 7/26/11 | 99.59 |
5/2/2011 | July | ***** | ***** | 7/27/11 | 97.40 |
5/3/2011 | July | ***** | ***** | 7/28/11 | 97.44 |
5/4/2011 | July | ***** | ***** | 7/29/11 | 95.70 |
5/5/2011 | July | ***** | ***** | AVG | 97.34 |
5/6/2011 | July | ***** | ***** | | |
5/7/2011 | | | | | |
5/8/2011 | | | | | |
5/9/2011 | July | ***** | ***** | | |
5/10/2011 | July | ***** | ***** | | |
5/11/2011 | July | ***** | ***** | | |
5/12/2011 | July | ***** | ***** | | |
5/13/2011 | July | ***** | ***** | | |
5/14/2011 | | | | | |
5/15/2011 | | | | | |
5/16/2011 | July | ***** | ***** | | |
5/17/2011 | July | ***** | ***** | | |
5/18/2011 | July | ***** | ***** | | |
5/19/2011 | Aug | ***** | ***** | | |
| Average | ***** | ***** | | |
| 4/15 - 5/18 | | | | |
***** Benchmark: | | | | |
NYMEX | $97.34 | | | |
***** | ***** | | | |
***** Benchmark: | ***** | | | |
Confidential Treatment has been requested for the redacted portions of this agreement. The redactions are indicated with five asterisks (*****). A complete version of this agreement has been filed separately with the Securities and Exchange Commission.
SECOND AMENDMENT
to the
Crude Oil Purchase Agreement
This amendment agreement (“Amendment”) is made and entered into as of July 1, 2014 (“Effective Date”) by and between Phillips 66 Company, hereinafter referred to as “Party A”, and Freeport-McMoRan Oil & Gas LLC, hereinafter referred to as “Party B” (individually a “Party” and collectively, the “Parties”). Terms used herewith which are not defined shall have the meaning ascribed to them in the Agreement (as defined below).
WITNESSETH THAT:
WHEREAS, The Parties entered into a Crude Oil Purchase Agreement dated January 1, 2012, as amended January 1, 2014 (“Agreement”) and now desire to amend the Agreement as set forth herein.
NOW, THEREFORE, In consideration of the premises of the mutual covenants and agreements herein contained, the Parties agree to amend the Agreement as follows as of the Effective Date:
I.
1. The definition of “Argus” shall be deleted.
2. The definition of “***** Benchmark” shall be deleted.
3. The definition of “***** Benchmark” shall be deleted.
4. The definition of “Trade Month” shall be deleted.
5. The language in “Buena Vista Posting Group” in Section 3.1(a)(i) of the Agreement shall be replaced in its entirety with: “The price to be paid for the Buena Vista Posting group shall be equal to *****.”
6. The language in “OCS Posting Group” in Section 3.1(a)(iii) of the Agreement shall be replaced in its entirety with: “The price to be paid for the OCS Posting Group shall be equal to *****”
7. The language in 3.2(b)(vii) shall be replaced in its entirety with: “If for any reason pricing for the benchmark crudes of ***** stop being reported or another crude type becomes the benchmark, either Party has the right to renegotiate the affected pricing benchmark upon 30 days written notification to the other Party. The Parties agree to mutually review the applicability of the benchmarks on no less than a quarterly basis.”
8. The 3rd sentence in “Producing Property Sales” in Section 11.3(b) shall be replaced in its entirety with: “Promptly after notification of such a sale by FM O&G, Phillips will enter into an agreement with the assignee of the sold interests on the same terms and conditions set forth herein, as amended, to the extent such terms and conditions apply to such interests.”
9. Exhibit 3 shall be replaced in its entirety with the attached Exhibit 3.
10. Exhibit 5 and all references thereto shall be deleted in its entirety.
II.
Except as otherwise set forth herein, this Amendment shall be effective as of the Effective Date.
III.
Except as herein changed, altered or amended, all of the terms, provisions, covenants and conditions contained in the Agreement shall remain in full force and effect. The terms and provisions hereof shall be binding upon and inure to the benefit of the Parties hereto, their heirs, representatives, successors and assigns. This Amendment may be executed by the Parties by facsimile or email/PDF which shall constitute an original agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives as of the Effective Date set forth above.
|
| |
Phillips 66 Company
By: /s/ John W. Wright
Name: John W. Wright
Title:
| Freeport-McMoRan Oil & Gas LLC
By: /s/ Doss R. Bourgeois
Name: Doss R. Bourgeois
Title: Executive Vice President, Exploration & Production |
| |
EXHIBIT 3
BENCHMARK PRICE/SPECIFIED GRAVITY
|
| | |
POSTING GROUP |
BENCHMARK PRICE* | SPECIFIED GRAVITY (DEGREES API) |
Buena Vista | ******* | *****º |
Midway Sunset | ***** | *****º |
OCS | ******* | *****º |
* Subject to adjustments described in Section 3.2 of the Agreement.
** Subject to ***** as set forth in Sections 3.1(a)(i) and (iii) of the Agreement.
Exhibit 31.1
Certification
I, Richard C. Adkerson, certify that:
| |
1. | I have reviewed this annual report on Form 10-K/A of Freeport-McMoRan Inc.; and |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated: June 12, 2015
|
| |
| /s/ Richard C. Adkerson |
| Richard C. Adkerson |
| Vice Chairman, |
| President and Chief Executive Officer |
Exhibit 31.2
Certification
I, Kathleen L. Quirk, certify that:
| |
1. | I have reviewed this annual report on Form 10-K/A of Freeport-McMoRan Inc.; and |
| |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Dated: June 12, 2015
|
| |
| /s/ Kathleen L. Quirk |
| Kathleen L. Quirk |
| Executive Vice President, |
| Chief Financial Officer and Treasurer |
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