ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |||||||
incorporation or organization) |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
☑ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company |
Auditor Firm PCAOB ID No.: | Auditor Name: | Auditor Location: |
Portions of the registrant’s proxy statement for its 2022 annual meeting of stockholders are incorporated by reference into Part III of this report. |
Additions (Deductions) | ||||||||||||||||||||||||||||||||
Balance at | Charged to | Charged to | Other | Balance at | ||||||||||||||||||||||||||||
Beginning of | Costs and | Other | (Deductions) | End of | ||||||||||||||||||||||||||||
Year | Expense | Accounts | Additions | Year | ||||||||||||||||||||||||||||
Reserves and allowances deducted | ||||||||||||||||||||||||||||||||
from asset accounts: | ||||||||||||||||||||||||||||||||
Valuation allowance for deferred tax assets | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2021 | $ | $ | ( | a | $ | ( | b | $ | $ | |||||||||||||||||||||||
Year Ended December 31, 2020 | c | ( | b | ( | d | |||||||||||||||||||||||||||
Year Ended December 31, 2019 | e | b | ||||||||||||||||||||||||||||||
Reserves for non-income taxes: | ||||||||||||||||||||||||||||||||
Year Ended December 31, 2021 | $ | $ | $ | $ | ( | f | $ | |||||||||||||||||||||||||
Year Ended December 31, 2020 | ( | f | ||||||||||||||||||||||||||||||
Year Ended December 31, 2019 | ( | f |
Filed | |||||||||||||||||
Exhibit | with this | Incorporated by Reference | |||||||||||||||
Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed | ||||||||||||
Agreement and Plan of Merger dated as of November 18, 2006, by and among FCX, Phelps Dodge Corporation and Panther Acquisition Corporation. | 8-K | 001-11307-01 | 11/20/2006 | ||||||||||||||
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 | ||||||||||||||
Purchase Agreement dated February 15, 2016, between Sumitomo Metal Mining America Inc., Sumitomo Metal Mining Co., Ltd., Freeport-McMoRan Morenci Inc., Freeport Minerals Corporation, and FCX. | 8-K | 001-11307-01 | 2/16/2016 | ||||||||||||||
Stock Purchase Agreement dated May 9, 2016, among CMOC Limited, China Molybdenum Co., Ltd., Phelps Dodge Katanga Corporation and FCX. | 8-K | 001-11307-01 | 5/9/2016 | ||||||||||||||
Purchase and Sale Agreement dated September 12, 2016, between Freeport-McMoRan Oil & Gas LLC, Freeport-McMoRan Exploration & Production LLC, Plains Offshore Operations Inc. and Anadarko US Offshore LLC. | 10-Q | 001-11307-01 | 11/9/2016 | ||||||||||||||
PT-FI Divestment Agreement dated as of September 27, 2018 among FCX, International Support LLC, PT Freeport Indonesia, PT Indocopper Investama (subsequently renamed PT Indonesia Papua Metal Dan Mineral) and PT Indonesia Asahan Aluminium (Persero). | 10-Q | 001-11307-01 | 11/9/2018 | ||||||||||||||
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 | ||||||||||||||
Amended and Restated Certificate of Incorporation of FCX, effective as of June 8, 2016. | 8-K | 001-11307-01 | 6/9/2016 | ||||||||||||||
Amended and Restated By-Laws of FCX, effective as of June 3, 2020. | 8-K | 001-11307-01 | 6/3/2020 | ||||||||||||||
Description of Common Stock of Freeport-McMoRan Inc. | 10-K | 001-11307-01 | 2/16/2021 | ||||||||||||||
Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024 and the 5.40% Senior Notes due 2034). | 8-K | 001-11307-01 | 2/13/2012 | ||||||||||||||
Fourth Supplemental Indenture dated as of May 31, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024 and the 5.40% Senior Notes due 2034). | 8-K | 001-11307-01 | 6/3/2013 | ||||||||||||||
Seventh Supplemental Indenture dated as of November 14, 2014 between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024). | 8-K | 001-11307-01 | 11/14/2014 | ||||||||||||||
Eighth Supplemental Indenture dated as of November 14, 2014 between FCX and U.S. Bank National Association, as Trustee (relating to the 5.40% Senior Notes due 2034). | 8-K | 001-11307-01 | 11/14/2014 |
Filed | |||||||||||||||||
Exhibit | with this | Incorporated by Reference | |||||||||||||||
Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed | ||||||||||||
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 | ||||||||||||||
Supplemental Indenture dated as of May 31, 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 | 6/3/2013 | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
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 | ||||||||||||||
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 | 001-00082 | 3/7/2005 | ||||||||||||||
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 | ||||||||||||||
Form of Certificate representing shares of common stock, par value $0.10. | 8-A/A | 001-11307-01 | 8/10/2015 | ||||||||||||||
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 | ||||||||||||||
First Supplemental Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (including the form of 5.00% Senior Notes due 2027). | 8-K | 001-11307-01 | 8/15/2019 | ||||||||||||||
Second Supplemental Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (including the form of 5.25% Senior Notes due 2029). | 8-K | 001-11307-01 | 8/15/2019 | ||||||||||||||
Third Supplemental Indenture dated as of March 4, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.125% Senior Notes due 2028). | 8-K | 001-11307-01 | 3/4/2020 |
Filed | |||||||||||||||||
Exhibit | with this | Incorporated by Reference | |||||||||||||||
Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed | ||||||||||||
Fourth Supplemental Indenture dated as of March 4, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.25% Senior Notes due 2030). | 8-K | 001-11307-01 | 3/4/2020 | ||||||||||||||
Fifth Supplemental Indenture dated as of March 31, 2020, between FCX and U.S. Bank National Association, as Trustee (relating to the 4.125% Senior Notes due 2028 and the 4.25% Senior Notes due 2030). | 10-Q | 001-11307-01 | 8/7/2020 | ||||||||||||||
Sixth Supplemental Indenture dated as of July 27, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.375% Senior Notes due 2028). | 8-K | 001-11307-01 | 7/27/2020 | ||||||||||||||
Seventh Supplemental Indenture dated as of July 27, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.625% Senior Notes due 2030). | 8-K | 001-11307-01 | 7/27/2020 | ||||||||||||||
Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. | S-3 | 333-72760 | 11/5/2001 | ||||||||||||||
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-K | 001-11307-01 | 2/27/2015 | ||||||||||||||
Amendment No. 8 dated as of April 16, 2014 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting. | 10-K | 001-11307-01 | 2/20/2018 | ||||||||||||||
Amendment No. 9 dated as of April 10, 2017 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting. | 10-K | 001-11307-01 | 2/20/2018 | ||||||||||||||
Shareholders Agreement dated as of December 21, 2018, among FCX, PT Freeport Indonesia, PT Indonesia Papua Metal Dan Mineral and PT Indonesia Asahan Aluminium (Persero). | 10-K | 001-11307-01 | 2/15/2019 | ||||||||||||||
PT Freeport Indonesia Special Mining License (IUPK) from the Minister of Energy and Mineral Resources of the Republic of Indonesia (English translation). | 10-K | 001-11307-01 | 2/15/2019 | ||||||||||||||
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-K | 001-11307-01 | 2/27/2015 | ||||||||||||||
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 | ||||||||||||||
Filed | |||||||||||||||||
Exhibit | with this | Incorporated by Reference | |||||||||||||||
Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed | ||||||||||||
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 | ||||||||||||||
Revolving Credit Agreement dated as of April 20, 2018, among FCX, PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto. | 8-K | 001-11307-0 | 4/23/2018 | ||||||||||||||
First Amendment dated as of May 2, 2019 to the Revolving Credit Agreement dated as of April 20, 2018, among Freeport-McMoRan Inc., PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto. | 8-K | 001-11307-01 | 5/2/2019 | ||||||||||||||
Second Amendment dated as of November 25, 2019 to the Revolving Credit Agreement dated as of April 20, 2018, as amended by that certain First Amendment dated as of May 2, 2019, among Freeport-McMoRan Inc., PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto. | 8-K | 001-11307-01 | 11/25/2019 | ||||||||||||||
Third Amendment dated as of June 3, 2020 to the Revolving Credit Agreement dated as of April 20, 2018, as amended, among FCX, PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto. | 8-K | 001-11307-01 | 6/3/2020 | ||||||||||||||
Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson. | 8-K | 001-11307-01 | 12/23/2013 | ||||||||||||||
10.15*† | FCX Director Compensation. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and Kathleen L. Quirk. | 10-K | 001-11307-01 | 2/26/2009 | ||||||||||||||
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 | ||||||||||||||
10.18*† | FCX Executive Services Program. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
FCX Supplemental Executive Retirement Plan, as amended and restated. | 8-K | 001-11307-01 | 2/5/2007 | ||||||||||||||
FCX 1996 Supplemental Executive Capital Accumulation Plan. | 10-Q | 001-11307-01 | 5/12/2008 | ||||||||||||||
FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment One. | 10-Q | 001-11307-01 | 5/12/2008 | ||||||||||||||
FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Two. | 10-K | 001-11307-01 | 2/26/2009 | ||||||||||||||
FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Three. | 10-K | 001-11307-01 | 2/27/2015 |
Filed | |||||||||||||||||
Exhibit | with this | Incorporated by Reference | |||||||||||||||
Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed | ||||||||||||
FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Four. | 10-K | 001-11307-01 | 2/27/2015 | ||||||||||||||
FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015. | 10-K | 001-11307-01 | 2/27/2015 | ||||||||||||||
FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment One. | 10-K | 001-11307-01 | 2/16/2021 | ||||||||||||||
FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment Two. | 10-K | 001-11307-01 | 2/16/2021 | ||||||||||||||
FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment Three. | 10-K | 001-11307-01 | 2/16/2021 | ||||||||||||||
Freeport Minerals Corporation Supplemental Retirement Plan, as amended and restated. | 10-K | 001-11307-01 | 2/15/2019 | ||||||||||||||
FCX 2003 Stock Incentive Plan, as amended and restated. | 10-Q | 001-11307-01 | 5/10/2007 | ||||||||||||||
FCX 2004 Director Compensation Plan, as amended and restated. | 10-Q | 001-11307-01 | 8/6/2010 | ||||||||||||||
FCX Amended and Restated 2006 Stock Incentive Plan. | 10-K | 001-11307-01 | 2/27/2014 | ||||||||||||||
FCX 2016 Stock Incentive Plan. | 8-K | 001-11307-01 | 6/9/2016 | ||||||||||||||
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 | ||||||||||||||
Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014). | 10-K | 001-11307-01 | 2/27/2014 | ||||||||||||||
Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors). | 10-K | 001-11307-01 | 2/24/2017 | ||||||||||||||
Form of Performance Share Unit Agreement (effective February 2018). | 10-K | 001-11307-01 | 2/20/2018 | ||||||||||||||
10.38*† | Form of Performance Share Unit Agreement (effective February 2021). | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
Form of Nonqualified Stock Options Grant Agreement (effective February 2018). | 10-K | 001-11307-01 | 2/20/2018 | ||||||||||||||
Form of Restricted Stock Unit Agreement (effective February 2018). | 10-K | 001-11307-01 | 2/20/2018 | ||||||||||||||
FCX Annual Incentive Plan (effective January 2019). | 10-K | 001-11307-01 | 2/15/2019 | ||||||||||||||
10.42*† | FCX Executive Change in Control Severance Plan. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
FCX Principles of Business Conduct. | 10-K | 001-11307-01 | 2/14/2020 | ||||||||||||||
21.1† | List of Subsidiaries of FCX. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
22.1† | List of Subsidiary Guarantors and Subsidiary Issuers of Guaranteed Securities. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
23.1† | Consent of Ernst & Young LLP. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
23.2† | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Cerro Verde Mine. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
23.3† | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Grasberg Minerals District. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
23.4† | Consents of Qualified Persons for Technical Report Summary of Mineral Reserves and Mineral Resources for Morenci Mine. | 10-K | 001-11307-01 | 2/15/2022 |
Filed | |||||||||||||||||
Exhibit | with this | Incorporated by Reference | |||||||||||||||
Number | Exhibit Title | Form 10-K/A | Form | File No. | Date Filed | ||||||||||||
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. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
24.2† | Powers of Attorney pursuant to which this report has been signed on behalf of certain officers and directors of FCX. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
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 | ||||||||||||||||
31.3† | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d - 14(a). | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
31.4† | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d - 14(a). | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
32.1† | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
32.2† | Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
95.1† | Mine Safety Disclosure. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
96.1† | Technical Report Summary of Mineral Reserves and Mineral Resources for Cerro Verde Mine, effective as of December 31, 2021. | 10-K | 001-11307-01 | 2/15/2022 | |||||||||||||
Technical Report Summary of Mineral Reserves and Mineral Resources for Grasberg Minerals District, effective as of December 31, 2021. | X | ||||||||||||||||
Technical Report Summary of Mineral Reserves and Mineral Resources for Morenci Mine, effective as of December 31, 2021. | 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 Amendment, formatted in Inline XBRL and contained in Exhibit 101. | X |