DISPOSITIONS

Timok. On May 2, 2016, Freeport Minerals Corporation (FMC), a wholly owned subsidiary of FCX, completed the sale of an interest in the Timok exploration project in Serbia to Reservoir Minerals Inc. for consideration of $135 million in cash and contingent consideration of up to $107 million payable to FCX in stages upon achievement of defined development milestones (no amounts were recorded for the contingent consideration as of June 30, 2016). As a result of this transaction, FCX recorded a gain of $133 million in second-quarter 2016.

Morenci. On May 31, 2016, FCX completed the sale of a 13 percent undivided interest in its Morenci unincorporated joint venture to Sumitomo Metal Mining Co., Ltd. (SMM) for $1.0 billion in cash. FCX recorded a $577 million gain on the transaction and used losses to offset cash taxes on the transaction. Proceeds from the transaction were used to repay borrowings under FCX's unsecured bank term loan (Term Loan) and revolving credit facility.

The Morenci unincorporated joint venture was owned 85 percent by FCX and 15 percent by Sumitomo Metal Mining Arizona Inc. (Sumitomo). As a result of the transaction, the unincorporated joint venture is owned 72 percent by FCX, 15 percent by Sumitomo and 13 percent by an affiliate that is wholly owned by SMM.

Oil and Gas Operations. On June 17, 2016, FM O&G completed the sale of certain oil and gas royalty interests to Black Stone Minerals, L.P. for cash consideration of $102 million, before closing adjustments. In addition, on July 25, 2016, FM O&G completed the sale of its Haynesville shale assets for cash consideration of $87 million, before closing adjustments. Under the full cost accounting rules, the proceeds were recorded as a reduction of capitalized oil and gas properties, with no gain or loss recognition.

TF Holdings Limited - Discontinued Operations. On May 9, 2016, FCX entered into a definitive agreement to sell its 70 percent interest in TFHL to China Molybdenum Co., Ltd. (CMOC) for $2.65 billion in cash and contingent consideration of up to $120 million in cash, consisting of $60 million if the average copper price exceeds $3.50 per pound and $60 million if the average cobalt price exceeds $20 per pound, both during calendar years 2018 and 2019 (no amounts were recorded for the contingent consideration as of June 30, 2016). Through its interest in TFHL, FCX has an effective 56 percent interest in Tenke Fungurume Mining S.A. (TFM or Tenke) located in the Democratic Republic of Congo (DRC). The transaction is expected to close in fourth-quarter 2016, subject to regulatory approvals, CMOC shareholder approval and other customary closing conditions. The transaction is also subject to Lundin Mining Corporation’s (Lundin) right of first offer (ROFO), which expires on September 15, 2016. Lundin holds the remaining 30 percent interest in TFHL. In accordance with the mandatory prepayment provision of FCX's Term Loan, one-half of the proceeds from this transaction must be applied toward repaying FCX's Term Loan.

In accordance with accounting guidance, FCX has reported the results of operations of TFHL as discontinued operations in the consolidated statements of operations and presented the assets and liabilities of TFHL as held for sale in the consolidated balance sheets for all periods presented. The consolidated statements of comprehensive loss were not impacted by discontinued operations as TFHL did not have any other comprehensive income, and the consolidated statements of cash flows are reported on a combined basis without separately presenting discontinued operations.

The carrying amounts of TFHL's major classes of assets, liabilities and noncontrolling interests, which are presented as held for sale in the consolidated balance sheets, follow (in millions):



	June 30, 2016		December 31, 2015
Assets
Cash and cash equivalents	$	78	$	29
Inventories	1,152		584
Receivables and other current assets	154		131
Property, plant, equipment and mining development costs, net	3,056		—
Other assets	226		—
Total current assets held for sale	$	4,666	$	744

Property, plant, equipment and mining development costs, net	$	—	$	3,261
Inventories	—		608
Other assets	—		241
Total long-term assets held for sale	$	—	$	4,110

Liabilities
Accounts payable and accrued liabilities	$	99	$	108
Deferred income taxes	679		—
Asset retirement obligations and other liabilities	46		—
Total current liabilities held for sale	$	824	$	108

Deferred income taxes	$	—	$	681
Asset retirement obligations and other liabilities	—		37
Total long-term liabilities held for sale	$	—	$	718

Noncontrolling interests	$	1,185	$	1,178

Net (loss) income from discontinued operations in the consolidated statements of operations consists of the following (in millions):



	Three Months Ended							Six Months Ended
	June 30,							June 30,
	2016				2015			2016				2015
Revenues^a	$	272			$	310		$	558			$	692
Costs and expenses:
Production and delivery costs	256				197			482				430
Depreciation, depletion and amortization	20			^b	57			80			^b	130
Interest expense allocated from parent^c	11				7			21				14
Other costs and expenses, net	5				8			6				17
(Loss) income before income taxes and estimated loss on disposal	(20		)		41			(31		)		101
Estimated loss on disposal^d	(177		)		—			(177		)		—
Net (loss) income before income taxes	(197		)		41			(208		)		101
Benefit from (provision for) income taxes	16				(12		)	23				(31		)
Net (loss) income from discontinued operations	$	(181	)		$	29		$	(185	)		$	70


a.	In accordance with accounting guidance, amounts are net of eliminations of intercompany sales totaling $41 million in both second-quarter 2016 and 2015, $73 million for the first six months of 2016 and $69 million for the first six months of 2015.


b.	In accordance with accounting guidance, depreciation, depletion and amortization is not recognized subsequent to classification as assets held for sale.


c.	In accordance with accounting guidance, interest associated with FCX's Term Loan that will be required to be repaid as a result of the sale of TFHL has been allocated to discontinued operations.


d.	In accordance with accounting guidance, an estimated loss on disposal was recorded, which will be adjusted through closing of the transaction.

Cash flows from discontinued operations included in the consolidated statements of cash flows follow (in millions):



	Six Months Ended
	June 30,
	2016			2015
Net cash provided by operating activities	$	157		$	153
Net cash used in investing activities	(57		)	(105		)
Net cash used in financing activities	(51		)	(47		)
Increase in cash and cash equivalents in assets held for sale	$	49		$	1

FCX has also agreed to negotiate exclusively with CMOC (until December 31, 2016) to enter into a definitive agreement to sell its interest in Freeport Cobalt for $100 million and the Kisanfu exploration project in the DRC for $50 million in separate transactions. Freeport Cobalt includes the large-scale cobalt refinery in Kokkola, Finland, and the related sales and marketing business, in which FCX owns an effective 56 percent interest. Kisanfu is a copper and cobalt exploration project, located near Tenke, in which FCX holds a 100 percent interest.