Freeport-McMoRan (FCX) 10-K risk factor changes: FY2020 vs FY2019

Forward-looking statements are all statements other than statements of historical facts, such as plans, projections or expectations relating to ore grades and milling rates; [added: business outlook;] production and sales volumes; unit net cash costs; [removed: operating] cash [removed: flows;] [added: flows,] capital [removed: expenditures;] [added: expenditures, liquidity; operating costs; operating plans;] our [added: financial policy; our] expectations regarding [removed: our share of] PT Freeport Indonesia’s (PT-FI) [removed: net (loss) income] [added: ramp-up of underground mining activities] and future cash flows through 2022; PT-FI’s development, financing, construction and completion of a new smelter in [removed: Indonesia;] [added: Indonesia and possible expansion of the smelter at PT Smelting;] our [removed: expectations regarding results associated with productivity] [added: commitments to deliver responsibly produced copper, including plans to implement] and [removed: innovation initiatives;] [added: validate all of our operating sites under specific frameworks; improvements in operating procedures and technology;] exploration efforts and results; development and production activities, rates and costs; [removed: liquidity;] tax rates; export quotas and duties; the impact of copper, gold and molybdenum price changes; the impact of deferred intercompany profits on earnings; [added: mineralization and] reserve estimates; execution of the settlement [removed: agreement] [added: agreements] associated with the Louisiana coastal erosion [removed: cases;] [added: cases] and [added: talc-related litigation; descriptions of our objectives, strategies, plans, goals or targets, including our net debt target, anticipated improvements in energy efficiency at certain operating sites, and environmental, social and governance (ESG) targets; and] future dividend payments, share purchases and [removed: sales.*][added: sales, including under our Board of Director’s (Board’s) financial policy.*]

Extended declines in the market prices of copper, gold and, to a lesser extent, [removed: molybdenum] [added: molybdenum,] could adversely affect our earnings, cash flows and asset values and, if sustained, may adversely affect our ability to repay debt.

Our financial results [removed: will] vary with fluctuations in the market prices of the commodities we produce, primarily copper and gold, and to a lesser extent molybdenum.

[removed: An extended decline] [added: Extended declines] in market prices of [removed: these commodities] [added: our commodities, whether related to the ongoing COVID-19 pandemic or otherwise,] could have a material adverse effect on our financial [removed: results,] [added: results and] the value of our [removed: assets and/or] [added: assets, may depress the price of] our [added: common stock, and may have a material adverse effect on our] ability to [added: comply with financial and other covenants in our debt agreements,] repay our debt and meet our other [removed: fixed obligations; and may depress the trading prices of our common stock and of our publicly traded debt securities.][added: obligations.]

Additionally, if market prices for our primary commodities decline [added: and remain low] for a sustained period of time, we may have to revise our operating plans, including curtailing [removed: production, reducing operating costs and capital expenditures, and discontinuing certain exploration] [added: or modifying some of our mining] and [removed: development programs.][added: processing operations.]

Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand [removed: balances] and inventory levels; global economic and political conditions; international regulatory, trade [removed: and] [added: and/or] tax policies, including national tariffs; commodities investment activity and speculation; interest rates; [added: expectations regarding future inflation rates;] the strength of the U.S. dollar compared to foreign currencies; the price and availability of substitute products; and changes in technology.

Geopolitical [removed: uncertainty, including the United Kingdom’s exit from the European Union (commonly referred to as Brexit),] [added: uncertainty] and protectionism, have the potential to inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to trade in certain markets and has the potential to increase price volatility.

Copper prices may be affected by demand from China, which [removed: has become] [added: is currently] the largest consumer of refined copper in the world, and by changes in demand for industrial, commercial and residential products containing copper.

Although our sales [removed: to date have] [added: during 2020 were] not [removed: been] significantly affected, a [removed: continued] slowing in China’s economic growth, [added: another widespread COVID-19 outbreak in China or other pandemic, epidemic or endemic health issues,] the adoption and expansion of trade restrictions, changes in China-U.S. relations, or other governmental action related to tariffs or trade agreements or policies are difficult to predict and could adversely affect copper prices, demand for our products, our costs, our customers, our suppliers, and the U.S. economy, which in turn could have a material adverse effect on our business, results of operations, or financial condition.

Copper prices have fluctuated historically, with London Metal Exchange (LME) copper settlement prices ranging from [removed: $2.48] [added: $2.09] per pound to [removed: $3.29] [added: $3.61] per pound during the three years ended December 31, [removed: 2019.][added: 2020.]

LME copper settlement prices averaged [removed: $2.72] [added: $2.80] per pound in [removed: 2019, $2.96] [added: 2020, $2.72] per pound in [removed: 2018] [added: 2019] and [removed: $2.80] [added: $2.96] per pound in [removed: 2017.][added: 2018.]

The LME copper settlement price was [removed: $2.79] [added: $3.51] per pound on December 31, [removed: 2019,] [added: 2020,] and [removed: $2.53] [added: $3.57] per pound on January [removed: 31, 2020.][added: 29, 2021.]

The London [added: Bullion Market Association (London)] PM gold price averaged [removed: $1,393] [added: $1,770] per ounce in [removed: 2019, $1,268] [added: 2020, $1,393] per ounce in [removed: 2018] [added: 2019] and [removed: $1,257] [added: $1,268] per ounce in [removed: 2017.][added: 2018.]

The London PM gold price was [removed: $1,515] [added: $1,888] per ounce on December 30, [removed: 2019] [added: 2020] (there was no London PM gold price quote on December 31, [removed: 2019),] [added: 2020),] and [removed: $1,584] [added: $1,864] per ounce on January [removed: 31, 2020.][added: 29, 2021.]

The *Metals Week* Molybdenum Dealer Oxide weekly average price averaged [removed: $11.37] [added: $8.69] per pound in [removed: 2019, $11.93] [added: 2020, $11.37] per pound in [removed: 2018] [added: 2019] and [removed: $8.21] [added: $11.93] per pound in [removed: 2017.][added: 2018.]

The *Metals Week* Molybdenum Dealer Oxide weekly average price was [removed: $9.23] [added: $9.86] per pound on December 31, [removed: 2019,] [added: 2020,] and [removed: $10.40] [added: $10.38] per pound on January [removed: 31, 2020.][added: 29, 2021.]

At December 31, [removed: 2019,] [added: 2020,] our total consolidated debt was [removed: $9.8] [added: $9.7] billion (see Note 8) and our total consolidated cash was [removed: $2.0] [added: $3.7] billion.

For further information, [removed: refer to the] [added: see] risk factor below relating to mine closure and reclamation regulations, and plugging and abandonment obligations related to our remaining oil and gas properties.

Although we have been successful in repaying debt in the [removed: past] [added: past, refinancing our bank facilities,] and issuing new debt securities in capital markets transactions, there can be no assurance that we can continue to do so.

In addition, we may [removed: assume] [added: incur] additional debt in future periods or reduce our holdings of cash and cash equivalents in connection with funding existing operations, capital expenditures, [removed: dividends] [added: dividends, share repurchases] or in pursuing other business opportunities.

[removed: | • |] [added: -] Limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate; [removed: |]

[removed: | • |] [added: -] Increasing our vulnerability to general adverse [removed: economic and] [added: economic,] industry [added: and regulatory] conditions; [removed: |]

[removed: | • |] [added: -] Limiting our ability to fund future working capital, capital [removed: expenditures] [added: expenditures, general corporate requirements] and/or material contingencies, to engage in future development activities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flows from operations to payments on our debt; [removed: |]

[removed: | • |] [added: -] Requiring us to sell assets to reduce debt; or [removed: |]

[removed: | • |] [added: -] Placing us at a competitive disadvantage compared to our competitors that have less debt and/or fewer financial commitments. [removed: |]

Any failure to comply with the financial [removed: and] [added: and/or] other covenants in our debt agreements may result in an event of default that would allow the creditors to accelerate maturities of the related debt, which in turn may trigger cross-acceleration or cross-default provisions in other debt agreements.

As of January [removed: 31, 2020,] [added: 29, 2021,] our senior unsecured debt was rated “BB“ with a [removed: stable] [added: positive] outlook by Standard & [removed: Poor’s (S&P),] [added: Poor’s,] “BB+” with a stable outlook by Fitch [removed: Ratings (Fitch),] [added: Ratings,] and “Ba1” with a stable outlook by Moody’s Investors [removed: Service (Moody’s).][added: Service.]

If we are unable to maintain our indebtedness and financial ratios at levels acceptable to these credit rating agencies, or should our business prospects deteriorate, our current credit ratings could be [added: downgraded, which could adversely affect the value of our outstanding securities and existing debt and our ability to obtain new financing on favorable terms and could increase our borrowing costs.]

We also have plugging and abandonment obligations related to our remaining oil and gas properties, and are required to provide bonds or other forms of financial assurance in connection with those properties. Changes in or the failure to comply with these requirements could have a material adverse effect on [removed: us.][added: our business.]

We are also subject to financial assurance requirements in connection with our remaining oil and gas properties [added: and certain of our previously sold oil and gas properties] under both state and federal laws, including financial responsibility required under the Oil Pollution Act of 1990 to cover containment and cleanup costs resulting from an oil spill.

As of December 31, [removed: 2019,] [added: 2020,] our financial assurance obligations totaled [removed: $1.3] [added: $1.5] billion for closure and reclamation/restoration costs of U.S. mining sites, and $0.5 billion for plugging and abandonment obligations of our remaining oil and gas properties.

A substantial portion of our financial assurance obligations are satisfied by [removed: FCX] [added: Freeport-McMoRan Inc. (FCX)] and subsidiary guarantees and financial capability demonstrations.

The laws and regulations governing mine closure and remediation in a particular jurisdiction and oil and gas properties plugging and abandonment obligations are subject to review at any time and may be amended to impose additional requirements and [removed: conditions] [added: conditions,] which may cause our provisions for environmental and asset retirement obligations to be underestimated and could materially affect our financial position or results of operations.

“Legal Proceedings” involving matters such as remediation, restoration and reclamation of environmental contamination, claims of personal injury or property damage arising from [removed: such] contamination or from exposure to substances such as lead, arsenic, asbestos, [removed: talc] [added: talc, uranium] and other allegedly toxic substances, disputes over water rights, and disputes with foreign governments or regulatory authorities over royalties, taxes, rights and obligations under concession or other agreements, or other matters.

[removed: In addition, from] [added: From] time to time we are involved in disputes over the allocation of environmental remediation obligations at [removed: Superfund] [added: “superfund”] and other sites.

Changes in regulatory requirements or the market value of plan assets, investment returns, interest rates and mortality rates [removed: may] affect the funded status of our defined benefit pension plans and [added: may] cause volatility in the net periodic benefit cost, future funding requirements of the plans and the funded status as recorded on the balance sheet.

A sustained period of low or insufficient [added: investment] returns [added: or low interest rates] could require us to fund our pension plans to a greater extent than anticipated.

We [removed: are a U.S.-based mining company with substantial assets located outside of the U.S. We] conduct international mining operations in Indonesia, Peru and Chile and exploration activities in various foreign jurisdictions.

[added: We are a U.S.-based mining company with substantial assets located outside of the U.S.] Risks of conducting business in countries outside the U.S. include:

[removed: | • |] [added: -] Delays in obtaining or renewing, or the inability to obtain, maintain or renew, or the renegotiation, cancellation, revocation or forced modification of existing contracts, leases, licenses, permits or other agreements and/or approvals; [removed: |]

Risk Factor Summary

Investing in our securities involves a high degree of risk and uncertainties.

Below is a summary of the material risk factors associated with an investment in our securities.

You should read this summary together with the more detailed description of each risk factor that immediately follows this summary.

However, the risk factors described herein are not all of the risks we may face.

Other risks not presently known to us or that we currently believe are immaterial may materially affect our business if they occur.

Moreover, new risks emerge from time to time.

Further, our business may also be affected by additional factors that apply to all companies operating in the U.S. and globally, which have not been included.

In addition to this summary and the more detailed description of the risk factors, you should carefully consider other sections of this annual report on Form 10-K, which may include additional factors that could adversely affect our business, prior to investing in our securities.

- Fluctuations in the market prices of the commodities we produce have caused and may continue to cause significant volatility in our financial performance and in the trading prices of our common stock and debt.

Extended declines in the market prices of the commodities we produce could have an adverse effect on our business.

- Our debt and other financial commitments may limit our financial and operating flexibility.

- The ongoing COVID-19 pandemic and any future pandemic, epidemic, endemic or similar public health threats and resulting negative impact on the global economy and financial markets may have an adverse impact on our business and results of operations, the duration and extent of which is highly uncertain and could be material.

- Changes in or the failure to comply with the financial assurance requirements relating to our mine closure reclamation and plugging and abandonment obligations could have a material adverse effect on our business.

- Unanticipated litigation or negative developments in pending litigation or with respect to other contingencies could have a material adverse effect on our business.

- We may be adversely impacted by increased liabilities and costs related to our defined benefit pension plans.

- Our international operations are subject to, and may be adversely affected by, political, economic, social and regional risks of doing business in countries outside the U.S.

- Our special mining license (IUPK) may not be extended through 2041 if PT-FI fails to abide by the terms and conditions of the IUPK and applicable laws and regulations.

- Our mining operations are subject to operational risks that could adversely affect our business and our underground mining operations can be particularly dangerous.

- Our management of waste rock and tailings are subject to significant environmental, safety and engineering challenges and risks that could adversely affect our business.

- Violence, including shooting incidents, civil and religious strife, and activism could result in loss of life and/or disrupt our operations and may adversely affect our business.

- Our business depends on good relations with our workforce and labor disputes or labor unrest could disrupt our operations from time to time, which could adversely affect our financial results.

- Our mining operations depend on the availability of significant quantities of secure water supplies.

- Development projects are inherently risky and may require more capital than anticipated, which could adversely affect our business.

- We must continually replace reserves depleted by production but exploration is highly speculative and our exploration activities may not result in additional discoveries.

- Estimates of proven and probable reserves and mineralized material are uncertain and the volume and grade of ore actually recovered may vary from our estimates.

- Our operations are subject to extensive laws and regulations, some of which require permits and other approvals, which may increase our costs and may delay or result in a suspension of our operations.

- Our business is dependent upon information technology systems, which may be adversely affected by disruptions, damage, failure and risks associated with implementation and integration.

- Our operations are subject to environmental laws and regulations, and compliance with these laws and regulations involves significant costs and may constrain existing operations or expansion opportunities.

- We incur significant costs for remediating environmental conditions on properties that have not been operated in many years.

- Our Indonesia mining operations create difficult and costly environmental challenges, which could require us to incur increased costs.

- The physical impacts of climate change may adversely affect our copper mining operations.

- Increasing scrutiny and evolving expectations from stakeholders with respect to our environmental, social and governance practices, performance and disclosures may impact our reputation and business and impose additional costs on us.

- Failure or perceived failure to manage our relationships with the communities where we operate, including communities that are adjacent to or near our operations and Indigenous People, could harm our reputation and social license to operate.

- Our holding company structure may impact our ability to service debt and our stockholders’ ability to receive dividends.

- Anti-takeover provisions in our charter documents and Delaware law may make an acquisition of us more difficult.

Financial risks

During 2020, the COVID-19 pandemic and resulting negative impact on the global economy created significant volatility in the financial markets, including the copper market.

In 2020, copper prices ranged from a low of $2.09 per pound in March 2020 and a high of $3.61 per pound in December 2020, and with the ongoing COVID-19 pandemic, significant volatility may continue.

For example, in early 2020, we announced revised operating plans in response to the global COVID-19 pandemic and resulting negative impact on the global economy, which resulted in reductions in (i) operating costs, (ii) capital expenditures, (iii) exploration and administrative costs, and (iv) sales volumes and production from those planned.

China’s economy continues to struggle with rising debt levels, softening domestic consumer demand, the effects of a prolonged trade war, and more recently, the coronavirus outbreak, which has led to the temporary closure of some manufacturing activities in China.

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downgraded, which could adversely affect the value of our outstanding securities and existing debt and our ability to obtain new financing on favorable terms and could increase our borrowing costs.

Certain of our debt agreements, including our revolving credit facility, use the London Interbank Offered Rate (LIBOR) as a reference rate.

In July 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021, which could cause market volatility or disruption.

If LIBOR is unavailable after 2021, our debt with interest rates that are indexed to LIBOR will be determined using various alternative methods to the extent provided for in our agreements, which could result in increases in interest rates on such debt.

Further, we may need to renegotiate our debt agreements and the loans that utilize LIBOR to replace LIBOR with the new standard that is established by the U.S. Alternative Rate Reference Committee, which is currently expected to be the Secured Overnight Bank Financing Rate.

It is not possible to predict the effect of these changes, other reforms, or the establishment of alternative reference rates on our borrowing costs or the capital markets generally.

This extension currently remains in effect.

If implemented, the new requirements could require us to post security in the form of bonds or similar assurances.

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[removed: We] [added: In addition to the material pending legal proceedings discussed below and in Note 12, we] are [removed: also] involved periodically in [removed: reviews, inquiries, investigations] [added: ordinary routine litigation incidental to our business] and [removed: other proceedings initiated by or involving government agencies,] [added: not required to be disclosed,] some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

Management does not believe, based on currently available information, that the outcome of any [added: currently pending] legal proceeding will have a material adverse effect on our financial condition; although individual or cumulative outcomes could be material to our operating results for a particular period, depending on the nature and magnitude of the outcome and the operating results for the period.

Below is a discussion of our material [added: pending] legal proceedings not otherwise required to be disclosed in [removed: Note 12.][added: our Notes to Consolidated Financial Statements.]

Refer to Note 12 for [added: a] discussion of [removed: additional] [added: other] material [added: pending] legal proceedings.

Our operations in the western [removed: United States (U.S.)] [added: U.S.] require significant secure quantities of water for mining and ore processing activities, and related support facilities.

The loss of a water [removed: right,] [added: right] or a currently available water supply could force us to curtail operations, or force premature closures, thereby increasing and/or accelerating costs or foregoing profitable operations.

In Arizona, where our operations use both surface and groundwater, we are a participant in an active [removed: general stream] adjudication in which Arizona courts have been attempting, for over [removed: 40] [added: 45] years, to quantify and prioritize surface water claims for the Gila [removed: River,] [added: River system,] one of the state’s largest river systems.

This [removed: stream] [added: Gila River] adjudication primarily affects our Morenci, Safford and Sierrita mines.

The [added: Gila River] adjudication is addressing the state law claims of thousands of competing users, including us, as well as significant federal water claims that are potentially adverse to the state law claims of both surface water and groundwater users.

Groundwater is treated differently from surface water under Arizona law, which historically allowed land owners to pump unlimited quantities of subsurface water, subject only to the requirement of putting it to “reasonable use.” However, court decisions in the adjudication have concluded that some [removed: underground] [added: subsurface] water constitutes “subflow” that is to be treated legally as surface water and is therefore subject to the Arizona doctrine of prior appropriation and to the adjudication, and potentially unavailable to groundwater [removed: pumpers] [added: pumpers, including us,] in the absence of valid surface water claims.

Because we are a user of both groundwater and surface water in Arizona, we are an active participant in the [removed: adjudication proceeding.][added: Gila River adjudication.]

The principal parties, in addition to us, include: [added: Arizona Public Service Company, ASARCO, LLC; BHP Copper, Inc;] the state of Arizona; [added: various cities and towns and water companies;] the Gila Valley Irrigation District; the Franklin Irrigation District; the San Carlos Irrigation and Drainage District; the Salt River Project; the San Carlos Apache Tribe; the Gila River Indian Community; and the U.S. on behalf of those tribes, on its own behalf, and on behalf of the White Mountain Apache Tribe, the Fort [removed: McDowell Mohave-Apache Indian Community, the Salt River Pima-Maricopa Indian Community, and the Payson Community of Yavapai Apache Indians.]

Prior to January 1, 1983, various Indian tribes filed [added: separate] suits in the U.S. District Court in Arizona claiming superior rights to water being used by many other parties, including us, and claiming damages for prior use in derogation of their allegedly superior rights.

These federal proceedings have been stayed [removed: pending] [added: in favor of] the [removed: Arizona Superior Court] adjudications [added: pending in Arizona state courts,] and some [added: of the federal suits] have [added: since] been settled.

[removed: Underground] [added: Subsurface] water within the subflow zone is presumed to constitute appropriable subflow rather than groundwater.

Although we have minimal interests in the San Pedro River Basin, a decision that re-characterizes groundwater in that basin as appropriable [removed: surface water] [added: subflow] may set a precedent for other river systems in Arizona that could have material implications for many commercial, industrial, municipal and agricultural users of groundwater, including our Arizona operations.

Based on [removed: the] [added: these] cone of depression analyses, wells outside of the subflow zone could be subject to the [removed: jurisdiction of the adjudication court.][added: adjudications pending in Arizona state courts.]

In the absence of a valid surface water claim to support the pumping, owners of wells deemed to be depleting the subflow zone through their cones of depression may be subject to claims that they must refrain from pumping [added: subflow] or must pay damages.

[added: In January 2017, ADWR issued a report containing its] recommended cone of depression [removed: test] [added: test,] and a trial was held in March 2018 concerning ADWR’s recommended action.

On November 14, 2018, the [removed: court’s] Special Master [added: for the Gila River adjudication] issued a final decision rejecting ADWR’s recommended [added: cone of depression] test, instead adopting our position that a numeric model capable of accounting for complexities of the aquifer system should be used.

The Special Master also confirmed that [removed: this initial] [added: the] cone of depression test [removed: is] [added: instead would be an initial test] for determining which wells are subject to the [removed: jurisdiction of the adjudication court, not] [added: adjudications, rather than] proving that a well is pumping subflow or establishing how much of a well’s [added: water] production is subflow.

[removed: Those] [added: Such] matters will be determined by a subsequent “subflow depletion test,” which has not yet been formulated.

Some of our adversaries objected to the Special Master’s final decision, and the [removed: adjudication court] [added: Arizona Superior Court] heard oral argument on the objections in February 2020.

In [added: response to the Special Master’s decision, in] December 2018, ADWR submitted its initial report on the “subflow depletion test,” which will specify the methodology a well owner must use to quantify the portion of the water drawn from a well that is subflow as opposed to [removed: groundwater.][added: groundwater; however, ADWR remains in the process of developing its proposed subflow depletion test.]

We, along with the other parties, will have the opportunity to provide input [removed: during the process and object to] [added: throughout] the [removed: proposal when it is submitted by ADWR.][added: process.]

As part of the [removed: Gila River adjudication,] [added: adjudications,] the U.S. has asserted numerous claims for express and implied “reserved” surface water and groundwater rights on Indian and non-Indian federal lands throughout Arizona.

Unlike state law-based water rights, federal reserved water rights are given priority in the [removed: prior appropriation] [added: “prior appropriation”] system based on the date the land was reserved, not the date that water was first used on the land.

In addition, federal reserved water [removed: rights, if recognized by the court,] [added: rights] may enjoy greater protection from groundwater pumping than is accorded to state law-based water rights.

This creates risks for both surface water users and groundwater users because such expansive claims may severely impede competing uses of water [removed: within the same watershed.]

Because federal reserved water rights have not yet been quantified, the task of determining how much water each federal reservation may use has been left to the [added: Arizona Superior Court handling the] Gila River [removed: adjudication court.][added: adjudication.]

Several “contested cases” to quantify reserved water rights for particular federal reservations in Arizona are currently pending [removed: in the adjudication and] [added: with only] one [removed: was recently resolved.][added: resolved at this time.]

That case, In re Aravaipa Canyon Wilderness [removed: Area] [added: Area,] was to resolve the U.S.’s claims to water for the Aravaipa Canyon Wilderness Area.

The case was tried in 2015 and the court issued a decision in December 2018 supportive of our position on almost all issues, including rejection of [removed: the government’s] [added: U.S.’s] core argument that wilderness areas are entitled to all water that was not appropriated at the time the reservation was created.

We believe the rulings in this case will support our positions in other pending federal reserved [added: water] right cases, including these: In re Fort Huachuca, which involves the U.S.’s claims to water for an Arizona army base and is awaiting a decision following a trial which concluded in February 2017; In re Redfield Canyon Wilderness Area, which involves the U.S.’s claims to water for another wilderness area and is awaiting a decision following a trial which concluded in May 2017; and In re San Pedro Riparian National Conservation Area, which involves the U.S.’s claims to water for a national conservation area and is awaiting a decision following a trial which concluded in May 2018.

United States (U.S.) Securities and Exchange Commission (SEC) regulations require us to disclose environmental proceedings involving a governmental authority if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold.

Pursuant to the SEC regulations, we use a threshold of $1 million for purposes of determining whether disclosure of any such environmental proceedings is required.

McDowell Mohave-Apache Indian Community, the Salt River Pima-Maricopa Indian Community, and the Payson Community of Yavapai Apache Indians.

In 2017, the court approved ADWR’s proposed subflow zone maps; water pumped from wells located inside the mapped subflow zone is now presumed to be appropriable subflow.

This issue remains under advisement with the Arizona Superior Court.

The first issue being litigated concerning the subflow depletion test is scheduled for trial in February 2021, and we are among the active litigants.

In June 2020, the Special Master designated legal questions to be resolved concerning a well owner’s ability to obtain a surface water right for subsurface water that is ultimately determined to be appropriable subflow.

The parties will be briefing these issues in January and February 2021, and the Special Master has scheduled a trial for April 2021.

within the same watershed.

We are involved in numerous legal proceedings that arise in the ordinary course of our business or are associated with environmental issues.

In 2017, the court approved ADWR’s proposed subflow zone delineation.

In January 2017, ADWR issued a report containing its

ADWR remains in the process of developing its proposed subflow depletion test.

[removed: FORM 10-K][added: FORM 10-K]

| ☒ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended December] [added: ended December] 31, [removed: 2019][added: 2020]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission file [removed: number: 001-11307-01][added: number: 001-11307-01]

[removed: ][added: ]

| Delaware | | [added: | | | |] 74-2480931 | [added: | |]

| (State or other jurisdiction of | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| incorporation or organization) | | | [added: | | | | | |]

| 333 North Central Avenue | | | | | | | [added: | | | | | | | | | | | | | |]

| Phoenix | | [added: | | | |] Arizona | | | | [added: | | | | | | | |] 85004-2189 | [added: | |]

| (Address of principal executive offices) | | | | | | [added: | | | | | | | | | | | |] (Zip Code) | [added: | |]

[removed: (602) 366-8100][added: (602) 366-8100]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock, par value $0.10 per share | [added: | |] FCX | [added: | |] The New York Stock Exchange | [added: | |]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [removed: (§ 232.405 of this chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

| Large accelerated filer | [added: | |] ☑ | [added: | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | [added: | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | [added: | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of common stock held by non-affiliates of the registrant was [removed: $13.1] [added: $14.9] billion on June 30, [removed: 2019.][added: 2020.]

Common stock issued and outstanding was [removed: 1,450,972,426] [added: 1,458,480,446] shares on January [removed: 31, 2020.][added: 29, 2021.]

| Portions of [removed: our] [added: the registrant’s] proxy statement for [removed: our 2020] [added: its 2021] annual meeting of stockholders are incorporated by reference into Part III [removed: (Items 10, 11, 12, 13 and 14)] of this report. | [added: | |]

| TABLE OF CONTENTS | | [added: | | | |]

| | [added: | |] Page | [added: | |]

| [Items 1. and 2. Business and [removed: Properties](#s35EB4472248E575A9FC9255547CAB5E3)] [added: Properties](#i19ec32683ac24d769809f050f941aaca_13)] | [removed: [1](#s35EB4472248E575A9FC9255547CAB5E3)] | [added: | [1](#i19ec32683ac24d769809f050f941aaca_13) | | |]

| [Item 1A. Risk [removed: Factors](#s2F34FC49D9C451FE8765CE2972803D8B)] [added: Factors](#i19ec32683ac24d769809f050f941aaca_82)] | [removed: [35](#s2F34FC49D9C451FE8765CE2972803D8B)] | [added: | [40](#i19ec32683ac24d769809f050f941aaca_82) | | |]

| [Item 1B. Unresolved Staff [removed: Comments](#s7FA16E4D48A15F6B882A99E0CA56D7C1)] [added: Comments](#i19ec32683ac24d769809f050f941aaca_85)] | [removed: [52](#s7FA16E4D48A15F6B882A99E0CA56D7C1)] | [added: | [63](#i19ec32683ac24d769809f050f941aaca_85) | | |]

| [Item 3. Legal [removed: Proceedings](#s741E15FB8E9552ECBCEA74995EB1DEE1)] [added: Proceedings](#i19ec32683ac24d769809f050f941aaca_88)] | [removed: [52](#s741E15FB8E9552ECBCEA74995EB1DEE1)] | [added: | [63](#i19ec32683ac24d769809f050f941aaca_88) | | |]

| [Item 4. Mine Safety [removed: Disclosures](#s69D9A4D6F3D954028D5A6D97E1FAE1B4)] [added: Disclosures](#i19ec32683ac24d769809f050f941aaca_91)] | [removed: [55](#s69D9A4D6F3D954028D5A6D97E1FAE1B4)] | [added: | [65](#i19ec32683ac24d769809f050f941aaca_91) | | |]

| [Information About our Executive [removed: Officers](#s69D9A4D6F3D954028D5A6D97E1FAE1B4)] [added: Officers](#i19ec32683ac24d769809f050f941aaca_91)] | [removed: [55](#s69D9A4D6F3D954028D5A6D97E1FAE1B4)] | [added: | [65](#i19ec32683ac24d769809f050f941aaca_91) | | |]

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#sB8E79EA206A95945865CA4E089557215)] [added: Matters](#i19ec32683ac24d769809f050f941aaca_97)] | | [added: | | | |]

| [and Issuer Purchases of Equity [removed: Securities](#sB8E79EA206A95945865CA4E089557215)] [added: Securities](#i19ec32683ac24d769809f050f941aaca_97)] | [removed: [56](#sB8E79EA206A95945865CA4E089557215)] | [added: | [66](#i19ec32683ac24d769809f050f941aaca_97) | | |]

| [Items 7. and 7A. Management’s Discussion and Analysis of Financial Condition and [removed: Results](#sDF7C51B9577555B7AD9ED7467C724434)] [added: Results](#i19ec32683ac24d769809f050f941aaca_106)] | | [added: | | | |]

| [of Operations and Quantitative and Qualitative Disclosures about Market [removed: Risk](#sDF7C51B9577555B7AD9ED7467C724434)] [added: Risk](#i19ec32683ac24d769809f050f941aaca_106)] | [removed: [61](#sDF7C51B9577555B7AD9ED7467C724434)] | [added: | [67](#i19ec32683ac24d769809f050f941aaca_106) | | |]

| [Item 8. Financial Statements and Supplementary [removed: Data](#s6809FDA6AD0C5A7B83563801B3716A15)] [added: Data](#i19ec32683ac24d769809f050f941aaca_166)] | [removed: [99](#s6809FDA6AD0C5A7B83563801B3716A15)] | [added: | [106](#i19ec32683ac24d769809f050f941aaca_166) | | |]

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s021F87E2245E5CD2A60E7828DAEECB7D)] [added: Disclosure](#i19ec32683ac24d769809f050f941aaca_292)] | [removed: [174](#s021F87E2245E5CD2A60E7828DAEECB7D)] | [added: | [171](#i19ec32683ac24d769809f050f941aaca_292) | | |]

| [Item 9A. Controls and [removed: Procedures](#sD58A851F958C5AA9BEAE4891AA58C1AC)] [added: Procedures](#i19ec32683ac24d769809f050f941aaca_295)] | [removed: [174](#sD58A851F958C5AA9BEAE4891AA58C1AC)] | [added: | [171](#i19ec32683ac24d769809f050f941aaca_295) | | |]

| [Item 9B. Other [removed: Information](#s6199722D8F545DD4BA36B4733F6DA6DF)] [added: Information](#i19ec32683ac24d769809f050f941aaca_298)] | [removed: [174](#s6199722D8F545DD4BA36B4733F6DA6DF)] | [added: | [171](#i19ec32683ac24d769809f050f941aaca_298) | | |]

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#sE9A8B606DF565185BED105D01BBEE00F)] [added: Governance](#i19ec32683ac24d769809f050f941aaca_304)] | [removed: [174](#sE9A8B606DF565185BED105D01BBEE00F)] | [added: | [171](#i19ec32683ac24d769809f050f941aaca_304) | | |]

| [Item 11. Executive [removed: Compensation](#s74EA6CF80D025F4DA0F25621CA861189)] [added: Compensation](#i19ec32683ac24d769809f050f941aaca_307)] | [removed: [174](#s74EA6CF80D025F4DA0F25621CA861189)] | [added: | [171](#i19ec32683ac24d769809f050f941aaca_307) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

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| [Part I](#i19ec32683ac24d769809f050f941aaca_10) | | | [1](#i19ec32683ac24d769809f050f941aaca_10) | | |

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| [Part II](#i19ec32683ac24d769809f050f941aaca_94) | | | [66](#i19ec32683ac24d769809f050f941aaca_94) | | |

| Item 6. Reserved | | | [66](#i19ec32683ac24d769809f050f941aaca_2875) | | |

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| [Part III](#i19ec32683ac24d769809f050f941aaca_301) | | | [171](#i19ec32683ac24d769809f050f941aaca_301) | | |

| [Related Stockholder Matters](#i19ec32683ac24d769809f050f941aaca_310) | | | [171](#i19ec32683ac24d769809f050f941aaca_310) | | |

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| [Part IV](#i19ec32683ac24d769809f050f941aaca_319) | | | [172](#i19ec32683ac24d769809f050f941aaca_319) | | |

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| [Glossary of Terms](#i19ec32683ac24d769809f050f941aaca_328) | | | [179](#i19ec32683ac24d769809f050f941aaca_328) | | |

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| [Signatures](#i19ec32683ac24d769809f050f941aaca_331) | | | [S-1](#i19ec32683ac24d769809f050f941aaca_331) | | |

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Our website is for information only and is not intended to incorporate any website information into this Form 10-K.*

We are one of the world’s largest publicly traded copper producers.

The ramp-up of underground mining at PT Freeport Indonesia (PT-FI) is advancing on schedule, production from the recently completed Lone Star copper leach project remains on track to produce over 200 million pounds of copper during the year 2021 and Cerro Verde has restored operations following a government-mandated shutdown in mid-March 2020 as part of efforts to contain the spread of COVID-19 in Peru.

We plan to prioritize long-term development opportunities during 2021 while focusing on the continued execution of our strategic objectives of maintaining a strong balance sheet, increasing cash returns to shareholders and advancing opportunities for future growth.

Protecting the health of our workforce and communities where we operate is a top priority, and we continue to focus on safeguarding our business in an uncertain public health and economic environment.

Our operating sites successfully executed our April 2020 revised operating plans implemented in response to the global COVID-19 pandemic and resulting negative impact on the global economy.

In connection with our financing activities in 2019 and 2020, we issued a total of $4.0 billion in new senior notes and used most of the net proceeds to purchase and redeem outstanding senior notes.

As a result, we have extended our debt maturities and strengthened our financial flexibility.

We have no senior note maturities until 2022 and at December 31, 2020, we had no amounts drawn under our $3.5 billion revolving credit facility, which matures in April 2024.

a.Prior to December 21, 2018, we owned 90.64 percent of PT-FI and PT-FI had an unincorporated joint venture with Rio Tinto plc (Rio Tinto).

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| [Part I](#sA38FC449928C596FA6B441D7403D1C40) | [1](#sA38FC449928C596FA6B441D7403D1C40) |

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| [Part II](#sFB353E698638502B8188B96B33C0FF0D) | [56](#sFB353E698638502B8188B96B33C0FF0D) |

| [Item 6. Selected Financial Data](#s007B758995525CB7A19506CD93869002) | [57](#s007B758995525CB7A19506CD93869002) |

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| [Part III](#sA41A102649ED548F871BC194A8EB887D) | [174](#sA41A102649ED548F871BC194A8EB887D) |

| [Related Stockholder Matters](#s62458419E1F258B5B2EF81D246F4954E) | [174](#s62458419E1F258B5B2EF81D246F4954E) |

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| [Part IV](#s02D68D878008593A9FF7BAB58B99B090) | [175](#s02D68D878008593A9FF7BAB58B99B090) |

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| [Glossary of Terms](#s2FCB335FD2E157A1801996F42001A357) | [182](#s2FCB335FD2E157A1801996F42001A357) |

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| [Signatures](#s031F28D65BDF5E41AD8F1C7266962811) | [S-1](#s031F28D65BDF5E41AD8F1C7266962811) |

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Our company was incorporated under the laws of the state of Delaware on November 10, 1987.

PT Freeport Indonesia (PT-FI) continues to advance several projects in the Grasberg minerals district related to the development of its large-scale, long-lived, high-grade underground ore bodies, and we are nearing completion of a project to develop the Lone Star leachable ores near the Safford operation in eastern Arizona, which is now approximately 75 percent complete.

During 2019, we advanced initiatives in our North America and South America mining operations to enhance productivity, expand margins and reduce the capital intensity of the business through the utilization of new technology applications in combination with a more interactive operating structure.

[removed: The] [added: Our highest priority is the health,] safety and [removed: health] [added: well-being] of [removed: all employees is] our [removed: highest priority.][added: workforce.]

Our objective is [added: to achieve] zero [removed: work place] [added: workplace fatalities and to decrease] injuries and occupational illnesses.

Our TRIR (including contractors) per 200,000 man-hours worked was [removed: 0.73] [added: 0.69] in [removed: 2019, 0.71] [added: 2020, 0.74] in [removed: 2018] [added: 2019] and [removed: 0.75] [added: 0.71] in [removed: 2017.][added: 2018.]

The metal mining sector industry average per 200,000 man-hours worked reported by the U.S. Mine Safety and Health Administration was [removed: 1.68] [added: 1.81] in [removed: 2018] [added: 2019] and [removed: 1.74] [added: 1.68] in [removed: 2017.][added: 2018.]

The metal mining sector industry average for [removed: 2019] [added: 2020] was not available at the time of this filing.

Certain information as of [removed: January 31, 2020,] [added: February 3, 2021,] about our executive officers is set forth in the following table and accompanying text:

| Name | | [added: | | | |] Age | | [added: | | | |] Position or Office | [added: | |]

| Richard C. Adkerson | | [removed: 73] | | [removed: Vice] [added: | | 74 | | | | | |] Chairman of the [removed: Board, President] [added: Board] and Chief Executive Officer | [added: | |]

| Kathleen L. Quirk | | [removed: 56] | | [removed: Executive Vice] [added: | | 57 | | | | | |] President and Chief Financial Officer | [added: | |]

[removed: Adkerson* has] [added: Mr. Adkerson previously] served as Vice Chairman of the Board [removed: since] [added: from] May [removed: 2013,] [added: 2013 to February 2021,] President [removed: since] [added: from] January 2008 [added: to February 2021] and also from April 1997 to March 2007, [added: and] Chief [removed: Executive] [added: Financial] Officer [removed: since December 2003 and has been a director since] [added: from] October [removed: 2006.][added: 2000 to December 2003.]

Quirk* [removed: has served] [added: was appointed] as [removed: Executive Vice] President [removed: since March 2007] [added: in February 2021] and [added: has served as] Chief Financial Officer since December 2003.

Ms. Quirk previously served as [added: Executive Vice President from March 2007 to February 2021,] Treasurer from February 2000 to August 2018 and as Senior Vice President from December 2003 to March 2007.

We believe that health and safety considerations are integral to, and fundamental for, all other functions in our organization, and we understand that the health and safety of our workforce is critical to our operational efficiency and long-term success.

Our global health and safety approach, “Safe Production Matters,” is focused on fatality prevention and continuous improvement through the use of robust management systems, empowering safe work behaviors and strengthening our safety culture.

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Adkerson* was appointed as Chairman of the Board in February 2021.

He has served as Chief Executive Officer since December 2003 and has been a director since October 2006.

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 health and safety of our workforce is to continuously improve performance through implementing robust management systems and providing adequate training, safety incentive and occupational health programs.

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| Harry M. “Red” Conger, IV | | 64 | | President and Chief Operating Officer - Americas |

Mr. Adkerson previously served as Chief Financial Officer from October 2000 to December 2003.

*Harry M.

“Red” Conger, IV* has served as Chief Operating Officer - Americas since July 2015, and as President - Americas since 2007.

Mr. Conger has also served as President and Chief Operating Officer - Rod and Refining since October 2014.

He previously served as Chief Operating Officer - Africa Mining from July 2015 to December 2016.

Prior to 2007, he served in a number of senior operations positions at Phelps Dodge Corporation.

Our common shares trade on the New York Stock Exchange under the symbol “FCX.” At January [removed: 31, 2020,] [added: 29, 2021,] there were [removed: 11,718] [added: 11,309] holders of record of our common stock.

In February [removed: 2018,] [added: 2021,] the [removed: FCX] Board [removed: of Directors (the Board)] reinstated a cash dividend on our common [removed: stock.][added: stock at an annual rate of $0.30 per share.]

See [removed: Note] [added: “Cautionary Statement,” and Notes 8 and] 10 for further discussion.

The following table sets forth information with respect to shares of FCX common stock purchased by us during the three months ended December 31, [removed: 2019:][added: 2020:]

| Period | | [added: | | | |] (a) Total Number of Shares Purchased | | | [added: | | |] (b) Average Price Paid Per Share | | | [added: | | |] (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programsa | | | [added: | | |] (d) Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programsa | | [added: |]

| October 1-31, [removed: 2019] [added: 2020] | | [added: | | | |] — | | | [added: | | |] — | | | [added: | | |] — | | | [added: | | |] 23,685,500 | | [added: |]

| Total | | [removed: —] | | | [removed: —] | [added: 255,878] | | [added: | | | | $ | 24.35 | | | | |] — | | | [added: | | |] 23,685,500 | | [added: |]

[removed: | a. | We] [added: a.We] have [removed: an approved] [added: a Board-approved] open-market share purchase program for up to 30 million shares, which does not have an expiration date. [removed: |]

In March 2020, in response to the COVID-19 pandemic and resulting global economic uncertainties, our Board of Directors (the Board) suspended FCX’s quarterly cash dividend of $0.05 per share.

The Board intends to declare a quarterly dividend of $0.075 per share, with the initial quarterly dividend expected to be paid on May 3, 2021.

The Board also adopted a new financial policy for the allocation of cash flows aligned with our strategic objectives of maintaining a strong balance sheet, increasing cash returns to shareholders and advancing opportunities for future growth.

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| November 1-30, 2020 | | | | | | 109,952 | | | b | | | $ | 23.54 | | | | | — | | | | | | 23,685,500 | | |

| December 1-31, 2020 | | | | | | 145,926 | | | b | | | $ | 24.95 | | | | | — | | | | | | 23,685,500 | | |

b.Consists of shares acquired in connection with stock option exercises during the periods shown.

There were no common stock dividends paid in 2017.

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| November 1-30, 2019 | | — | | | — | | | — | | | 23,685,500 | |

| December 1-31, 2019 | | — | | | — | | | — | | | 23,685,500 | |

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[removed: SELECTED FINANCIAL AND OPERATING DATA][added: | Operating Data | | | | | | | | | | | |]

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | [removed: | |]

| [removed: CONSOLIDATED] [added: SUMMARY] FINANCIAL DATA | [removed: (In] [added: | | (in] millions, except per share amounts) | | | | | | | | | | | | | | | | | | [removed: | |]

| Operating [added: (loss)] income [removed: (loss)c] | [removed: $] | [removed: 1,091] | | | [removed: $] | [removed: 4,754] [added: (30)] | | [removed: d,e] | [removed: $] | [removed: 3,690] | | [removed: f] [added: (10)] | [removed: $] | [removed: (2,729] | [removed: )] | [removed: g] | [removed: $] | [removed: (13,437] [added: 2,489] | [removed: )] | [removed: h] | [added: | | | (12) | | | | | | 2,437 | | |]

| Net [removed: (loss)] income [added: (loss)] from continuing [removed: operations] [added: operationsi,j,k] | [removed: $] | [removed: (192] | [removed: )] [added: $] | [removed: i,j,k,l,m] [added: 865] | [removed: $] | [removed: 2,909] [added: c,l] | | [removed: k,l,m,n] | $ | [removed: 2,029] [added: (192)] | | [removed: k,l,m] [added: m,n,o] | [removed: $] | [removed: (3,832] | [removed: )] | [removed: l,m] | [removed: $] | [removed: (12,180] | [removed: )] | [removed: n] |

| Net [removed: (loss)] income [added: (loss)] attributable to common stock | [removed: $] | [removed: (239] | [removed: )] [added: $] | [added: 599] | [removed: $] | [removed: 2,602] | | | $ | [removed: 1,817] [added: (239)] | | | [removed: $] | [removed: (4,154] | [removed: )] | [removed: p] | [removed: $] | [removed: (12,236] | [removed: )] | |

| Diluted net [removed: (loss)] income [added: (loss)] per share attributable to common [removed: stock:] [added: stock] | | | [added: $] | [added: 0.41] | | | | | [added: $] | [added: (0.17)] | | | | | | | | | | |

| [removed: Weighted-average] [added: Diluted weighted-average] common shares [removed: outstanding:] [added: outstanding] | | | [added: 1,461] | | | | | | [added: 1,451] | | | | | | | | | | | |

| Cash and cash equivalents | [removed: $] | [removed: 2,020] | [added: $] | [added: 3,657] | [removed: $] | [removed: 4,217] | | | $ | [removed: 4,526] [added: 2,020] | | | [removed: $] | [removed: 4,262] | | | [removed: $] | [removed: 193] | | |

| Total debt, including current portion | [removed: $] | [removed: 9,826] | [added: $] | [added: 9,711] | [removed: $] | [removed: 11,141] | | | $ | [removed: 13,229] [added: 9,826] | | | [removed: $] | [removed: 16,126] | | | [removed: $] | [removed: 20,428] | | |

[added: Discussion of the results of operations for the year 2018] and [removed: 7A.* “*Management’s] [added: comparisons between the years 2019 and 2018 are not included in this Form 10-K and can be found in “Management’s] Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures [removed: about] [added: About] Market [removed: Risks (MD&A)*” *and Item 8.* “*Financial Statements and Supplementary Data*” *thereto contained] [added: Risk”] in [removed: our annual report on Form 10-K for the year ended* *December 31, 2019.][added: Part II, Items 7.]

[removed: | a. | Includes] [added: d.Includes] charges totaling $166 million ($91 million to net loss attributable to common stock or $0.06 per [removed: share)] [added: share),] primarily associated with an unfavorable Indonesia Supreme Court ruling related to certain disputed [removed: PT Freeport Indonesia (PT-FI)] [added: PT-FI] export duties (refer to Note 12). [removed: |]

[removed: | c. | Includes] [added: The year 2019 includes] net charges [removed: (credits)] for adjustments to environmental obligations and related litigation reserves of $68 million ($68 million to net loss attributable to common stock or $0.05 per [removed: share) in 2019, $57 million ($57 million to net income attributable to common stock or $0.04 per share) in 2018, $210 million ($210 million to net income attributable to common stock or $0.14 per share) in 2017, $(16) million ($(16) million to net loss attributable to common stock or $(0.01) per share) in 2016 and $43 million ($28 million to net loss attributable to common stock or $0.03 per share) in 2015. |][added: share).]

[removed: | i. | The year 2019 includes] [added: o.Includes] net [removed: gains of $179] [added: charges totaling $59] million [removed: ($169] [added: ($26] million to net loss attributable to common stock or [removed: $0.12] [added: $0.02] per [removed: share) consisting of gains on sales of assets totaling $417 million and net credits for adjustments to asset retirement obligations totaling $19 million, partly offset by metals inventory adjustments totaling $179 million and other net charges totaling $78 million, mostly] [added: share), primarily] associated with weather-related issues at El Abra, [removed: asset impairments,] adjustments to [added: Cerro Verde’s] deferred profit sharing and [removed: oil and gas inventory] [added: mining asset impairments, partly offset by net credits mostly for asset retirement obligation] adjustments. [removed: |]

[removed: | j. | The year 2019 also includes] [added: n.Includes] charges at PT-FI of $294 million ($288 million to net loss attributable to common stock or $0.20 per share) consisting of $234 million associated with PT-FI's historical contested tax disputes, $32 million for a currency exchange [removed: adjustment to value-added tax receivables and $28 million for an adjustment to the settlement of the historical surface water tax matters with the local regional tax authority in Papua, Indonesia. |]

[removed: | l. | Includes] [added: i.Includes] after-tax net [removed: (losses) gains] [added: losses] on early extinguishment and exchanges of debt totaling [removed: $(26) million ($(0.02) per share) in 2019, $7 million (less than $0.01 per share) in 2018, $21] [added: $100] million [removed: ($0.01] [added: ($0.07] per share) in [removed: 2017] [added: 2020] and $26 million ($0.02 per share) in [removed: 2016. |][added: 2019.]

| | [added: | |] Years Ended December 31, | | | | | | | | | | | | | | | | | | [removed: | |]

| [removed: CONSOLIDATED MINING (CONTINUING OPERATIONS)a | | | | | |] [added: Mining operations:] | | | | | | | | | | | | | | |

| [removed: Copper] [added: Copper] (millions of recoverable [removed: pounds) | | | | | |] [added: pounds):] | | | | | | | | | | | | | | |

| Sales, excluding purchases | [removed: 3,292] | | [added: 3,202] | | [removed: 3,811] | | | | [removed: 3,700] [added: 3,292] | | | | [removed: 4,227] | | | | [removed: 3,603] | | | |

| Average realized price per pound | [removed: $] | [removed: 2.73] | [added: $] | [added: 2.95] | [removed: $] | [removed: 2.91] | | | $ | [removed: 2.93] [added: 2.73] | | | [removed: $] | [removed: 2.28] | | | [removed: $] | [removed: 2.42] | | |

| [removed: Gold] [added: Gold] (thousands of recoverable ounces) | | | | | | | | | | | | | | | | | | | | |

| Sales, excluding purchases | [removed: 991] | | [added: 855] | | [removed: 2,389] | | | | [removed: 1,562] [added: 991] | | | | [removed: 1,079] | | | | [removed: 1,247] | | | |

| Average realized price per ounce | [removed: $] | [removed: 1,415] | [added: $] | [added: 1,832] | [removed: $] | [removed: 1,254] | | | $ | [removed: 1,268] [added: 1,415] | | | [removed: $] | [removed: 1,238] | | | [removed: $] | [removed: 1,129] | | |

| [removed: Molybdenum] [added: Molybdenum] (millions of recoverable pounds) | | | [removed: | | | | | |] [added: 85] | | | [added: a] | | | [added: 80] | | | | | |

| Production | [removed: 90] | | [added: 76] | | [removed: 95] | | | | [removed: 92] [added: 90] | | | | [removed: 80] | | | | [removed: 92] | | | |

| Sales, excluding purchases | [removed: 90] | | [added: 80] | | [removed: 94] | | | | [removed: 95] [added: 90] | | | | [removed: 74] | | | | [removed: 89] | | | |

| Average realized price per pound | [removed: $] | [removed: 12.61] | [added: $] | [added: 10.20] | [removed: $] | [removed: 12.50] | | | $ | [removed: 9.33] [added: 12.61] | | | [removed: $] | [removed: 8.33] | | | [removed: $] | [removed: 8.70] | | |

| [removed: NORTH AMERICA COPPER MINES | | | | | | | | |] [added: North America copper mines] | | | [added: 10] | | | | | | [added: 22] | | |

| Operating Data, Net of Joint Venture [removed: Interestsb | | | | | |] [added: Interests] | | | | | | | | | | | | | | |

| [removed: Copper] [added: Copper] (millions of recoverable pounds) | | | | | | | | | | | | | | | | | | | | |

| Sales, excluding purchases | [removed: 1,442] | | [removed: | | 1,428 | | | | 1,484] [added: 1,422] | | | | [removed: 1,841] | | [added: 1,442] | | [removed: 1,988] | | | |

| Average realized price per pound | [removed: $] | [removed: 2.74] | [removed: | |] $ | [removed: 2.96 | |] [added: 2.82] | [removed: $] | [removed: 2.85] [added: a] | | | $ | [removed: 2.24 | |] [added: 2.74] | [removed: $] | [removed: 2.47] | | |

| [removed: Molybdenum] [added: Molybdenum] (millions of recoverable pounds) | | | | | | | | | | | | | | | | | | | | |

| Production [removed: | 32 | | | | 32 | | | | 33] [added: (recoverable):] | | | | [removed: 33] | | | | [removed: 37] | | | |

| 100% Operating Data | | | | | | | | | | | | | | | [removed: | | | | | |]

| Leach operations | | | | | | | | | | | | | | | [removed: | | | | | |]

| Leach ore placed in stockpiles (metric tons per day) | [removed: 750,900] | | [removed: | | 681,400 | | | | 679,000] [added: 714,300] | | | | [removed: 737,400] | | [added: 750,900] | | [removed: 913,000] | | | |

| Average copper ore grade (percent) | [removed: 0.23] | | [removed: | | 0.24 | | | | 0.28] [added: 0.27] | | | | [removed: 0.31] | | [added: 0.23] | | [removed: 0.26] | | | |

| Copper production (millions of recoverable pounds) | [removed: 993] | | [removed: | | 951 | | | | 1,016] [added: 1,047] | | | | [removed: 1,120] | | [added: 993] | | [removed: 1,086] | | | |

Protecting the health of our workforce and communities where we operate is a top priority and we continue to focus on safeguarding our business in an uncertain public health and economic environment.

Our operating sites successfully executed our April 2020 revised operating plans implemented in response to the global COVID-19 pandemic and resulting negative impact on the global economy.

The ramp-up of underground mining at PT Freeport Indonesia (PT-FI) and production from the Lone Star copper leach project are both advancing on schedule.

Cerro Verde is continuing to increase milling rates while operating under strict COVID-19 restrictions and protocols that remain in place.

Refer to “Operations” for further discussion.

We plan to prioritize long-term development opportunities during 2021 while focusing on the continued execution of our strategic objectives of maintaining a strong balance sheet, increasing cash returns to shareholders and advancing opportunities for future growth.

Our 2020 results reflect strong cash flows and effective cost and capital expenditure management.

Our results in 2020, compared to 2019, primarily reflect higher copper and gold prices and lower production and delivery costs.

In connection with our financing activities in 2019 and 2020, we issued a total of $4.0 billion in new senior notes and used most of the net proceeds to purchase and redeem outstanding senior notes.

As a result, we have extended our debt maturities and strengthened our financial flexibility.

Refer to Note 8 and “Capital Resources and Liquidity” for further discussion.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2021 | | | | | | 2020 | | | | | |

| Total | | | 3,820 | | | | | | 3,202 | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

During 2020, copper prices were initially negatively impacted by economic uncertainty associated with the COVID-19 pandemic, but began to rise in second-quarter 2020 and continued to rise through the end of 2020 as a result of a positive economic outlook lead by China’s continued recovery, decreasing inventories and supply curtailments related to the COVID-19 pandemic.

Concerns about the global economy related to the COVID-19 pandemic, historically low U.S. interest rates and the anticipated effects of global stimulus efforts have driven increased demand for gold.

Molybdenum prices were negatively impacted by economic uncertainty associated with the COVID-19 pandemic in early 2020, but began to improve in the second half of 2020 as a result of increases in spot sale activity in Europe and China.

operations.

| Net additions | | | | | | 0.4 | | | | | | 0.2 | | | | | | 0.21 | | | | | |

| Production | | | | | | (3.2) | | | | | | (0.9) | | | | | | (0.08) | | | | | |

| Consolidated reserves at December 31, 2020 | | | | | | 113.2 | | | | | | 28.9 | | | | | | 3.71 | | | | | |

a.Includes estimated recoverable metals contained in stockpiles.

For the two years ended December 31, 2020, our evaluation of our long-lived mining assets did not result in any material impairments.

These net (charges) credits were recorded in revenues ($(7) million), production and delivery ($(48) million), interest expense ($(55) million) and in other expenses, net ($48 million).

Refer to Note 2 and “Net Gain on Sales of Assets” below for further discussion.

f.The year 2020 includes net charges for adjustments to environmental obligations and related litigation reserves of $113 million ($113 million to net income attributable to common stock or $0.08 per share), primarily associated with a framework for the resolution of all current and future potential talc-related litigation ($132 million), partly offset by net favorable adjustments to environmental reserves ($19 million).

h.Includes charges totaling $258 million ($178 million to net income attributable to common stock or $0.12 per share) associated with (i) idle facility costs (Cerro Verde), contract cancellation and other charges directly related to the COVID-19 pandemic and (ii) our April 2020 revised operating plans (including employee separation costs) recorded in production and delivery ($202 million), depreciation, depletion and amortization ($32 million), selling, general and administrative ($16 million), and mining exploration and research ($8 million).

Refer to “Income Taxes” below for further discussion.

k.We defer recognizing profits on intercompany sales until final sales to third parties occur.

l.Includes charges at PT-FI totaling $65 million ($47 million to net income attributable to common stock or $0.03 per share) associated with historical contested tax audits ($50 million) and currency exchange adjustments to value added tax receivables ($15 million).

These charges were recorded in interest expense, net ($35 million) and other expenses, net ($30 million)*.*

m.Includes net charges associated with disputed Cerro Verde royalties for prior years of $7 million to net loss attributable to common stock (less than $0.01 per share) in 2019.

Net charges for the year 2019 consist of charges to production and delivery costs ($6 million) and interest expense ($10 million).

p.Working capital and other sources totaled $665 million in 2020 and $349 million in 2019.

| | | | 2020 | | | | | | 2019 | | | | | | | | | | | |

a.Reflects per pound weighted-average production and delivery costs and unit net cash costs (net of by-product credits) for all copper mines, before net noncash and other costs.

Freeport-McMoRan Inc.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | |

| Revenues | $ | 14,402 | | a | $ | 18,628 | | | $ | 16,403 | | | $ | 14,830 | | b | $ | 14,607 | | b |

| Net income (loss) from discontinued operationso | $ | 3 | | | $ | (15 | ) | | $ | 66 | | | $ | (193 | ) | | $ | 91 | | |

| Continuing operations | $ | (0.17 | ) | | $ | 1.79 | | | $ | 1.21 | | | $ | (2.96 | ) | | $ | (11.32 | ) | |

| Discontinued operations | — | | | | (0.01 | | ) | | 0.04 | | | | (0.20 | | ) | | 0.01 | | | |

| | $ | (0.17 | ) | | $ | 1.78 | | | $ | 1.25 | | | $ | (3.16 | ) | | $ | (11.31 | ) | |

| Basic | 1,451 | | | | 1,449 | | | | 1,447 | | | | 1,318 | | | | 1,082 | | | |

| Diluted | 1,451 | | | | 1,458 | | | | 1,454 | | | | 1,318 | | | | 1,082 | | | |

| Dividends declared per share of common stock | $ | 0.20 | | | $ | 0.20 | | | $ | — | | | $ | — | | | $ | 0.2605 | | |

| Operating cash flows | $ | 1,482 | | | $ | 3,863 | | | $ | 4,666 | | | $ | 3,737 | | | $ | 3,220 | | |

| Capital expenditures | $ | 2,652 | | | $ | 1,971 | | | $ | 1,410 | | | $ | 2,813 | | | $ | 6,353 | | |

| Property, plant, equipment and mine development costs, net | $ | 29,584 | | | $ | 28,010 | | | $ | 22,994 | | | $ | 23,348 | | | $ | 24,245 | | |

| Oil and gas properties, net | $ | — | | | $ | — | | | $ | — | | | $ | 74 | | | $ | 7,093 | | |

| Assets held for sale, including current portion | $ | — | | | $ | — | | | $ | — | | | $ | 5 | | q | $ | 4,862 | | q |

| Total assets | $ | 40,809 | | | $ | 42,216 | | | $ | 37,302 | | | $ | 37,317 | | | $ | 46,577 | | |

| Redeemable noncontrolling interest | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 764 | | |

| Total stockholders’ equity | $ | 9,298 | | | $ | 9,798 | | | $ | 7,977 | | | $ | 6,051 | | | $ | 7,828 | | |

*The selected consolidated financial data shown above is derived from our audited consolidated financial statements.

These historical results are not necessarily indicative of results that you can expect for any future period.

You should read this data in conjunction with Items 7.

All references to losses or income per share are on a diluted basis, unless otherwise noted.*

| | |

| --- | --- |

| | |

| --- | --- |

| b. | Includes net noncash mark-to-market losses associated with crude oil and natural gas derivative contracts totaling $41 million ($41 million to net loss attributable to common stock or $0.03 per share) in 2016 and $319 million ($198 million to net loss attributable to common stock or $0.18 per share) in 2015. |

| | |

| --- | --- |

| | |

| --- | --- |

| d. | The year 2018 includes net credits totaling $96 million ($156 million to net income attributable to common stock or $0.11 per share) consisting of gains on sales of assets totaling $208 million, partly offset by net charges of $69 million associated with Cerro Verde’s collective labor agreement and $43 million mostly associated with depreciation expense at Freeport Cobalt, which was suspended while it was classified as held for sale. |

| | |

| --- | --- |

| e. | The year 2018 also includes net charges at PT-FI totaling $223 million ($110 million to net income attributable to common stock or $0.08 per share) consisting of $69 million for surface water tax settlements with the local regional tax authority in Papua, Indonesia, $32 million for assessments of prior period permit fees with Indonesia's Ministry of Environment and Forestry, $72 million for |

disputed payroll withholding taxes for prior years and other tax settlements, and $62 million to write-off certain previously capitalized project costs for the new smelter in Indonesia, partly offset by inventory adjustments totaling $12 million.

| | |

[removed: | • |] [added: -] Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; [removed: |]

[removed: | • |] [added: -] Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and [removed: |]

[removed: | • |] [added: -] Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. [removed: |]

Based on its assessment, management concluded that, as of December 31, [removed: 2019,] [added: 2020,] our Company’s internal control over financial reporting is effective based on the COSO criteria.

| /s/ Richard C. Adkerson | | [added: | | | |] /s/ Kathleen L. Quirk | [added: | |]

| Richard C. Adkerson | | [added: | | | |] Kathleen L. Quirk | [added: | |]

| [removed: Vice] Chairman of the [removed: Board,] [added: Board and] | | [removed: Executive Vice] [added: | | | |] President and [added: Chief Financial Officer] | [added: | |]

| [removed: President and] Chief Executive Officer | | [removed: Chief Financial Officer] | [added: | | | | | |]

We have audited Freeport-McMoRan Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Freeport-McMoRan Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Freeport-McMoRan Inc. as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and our report dated February [removed: 14, 2020] [added: 16, 2021] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] equity and cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 14, 2020] [added: 16, 2021] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the [added: consolidated] financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the [added: consolidated] financial statements and (2) involved our especially challenging, [removed: subjective] [added: subjective,] or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the [added: consolidated] financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

| | [added: | |] Uncertain tax positions | | [added: | | | | | | | | | |]

| *Description of the Matter* | [added: | |] As discussed in Note 12 to the consolidated financial statements, the Company’s operations are in certain taxing jurisdictions where uncertainties arise in the application of complex income tax regulations. The Company has disclosed uncertain tax positions related to income tax assessments in Indonesia and Peru totaling $1.7 billion, including penalties and interest, which have not been recorded at December 31, [removed: 2019.] [added: 2020.] The Company recognizes a liability for income tax assessments when it is more likely than not that it will not sustain the benefit taken or expected to be taken in the tax return. | | [added: | | | | | | | | | |]

| | [added: | |] Because of the complexity of tax laws, regulations and contractual agreements with the applicable government, auditing the recognition and measurement of uncertain tax positions requires a high degree of auditor judgment and increased extent of effort, including the involvement of our tax professionals. | | [added: | | | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. This included testing controls over management’s review of the technical merits of tax positions and disputed tax assessments, including the process to measure the financial statement impact of these tax matters. | | [added: | | | |]

| | [added: | |] Our audit procedures included, among others, evaluating the Company’s accounting for these tax positions by using our knowledge of and experience with the application of respective tax laws by the relevant tax authorities, or our understanding of the contractual arrangements with the applicable government, if the position is governed by a contract. We analyzed the Company’s assumptions and data used to determine the tax assessments and tested the accuracy of the calculations. We involved our tax professionals located in the respective jurisdictions to assess the technical merits of the Company’s tax positions and to evaluate the application of relevant tax laws in the Company’s recognition determination. We assessed the Company’s correspondence with the relevant tax authorities and evaluated third-party tax or legal opinions obtained by the Company. We also evaluated the adequacy of the Company’s disclosures included in Note 12 in relation to these tax matters. | | [added: | | | |]

| | [added: | |] Environmental obligations | | [added: | | | |]

| *Description of the Matter* | [added: | |] As discussed in Note 12 to the consolidated financial statements, the Company is subject to national, state and local environmental laws and regulations governing the protection of the environment, including restoration and reclamation of environmental contamination. Liabilities for environmental contingencies are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At December 31, [removed: 2019,] [added: 2020,] the Company’s consolidated environmental obligations totaled $1.6 billion. | | [added: | | | |]

| | [added: | |] Auditing management’s accounting for environmental obligations was challenging, as significant judgment is required by the Company to evaluate whether an environmental loss has been incurred and to estimate the future costs to remediate the environmental matters. The significant judgment was primarily due to the inherent estimation uncertainty relating to the amount of future costs. Such uncertainties involve assumptions regarding the nature and extent of contamination at each site, the nature and extent of required cleanup efforts under existing environmental regulations, the duration and effectiveness of the chosen remedial strategy, and allocation of costs among other potentially responsible parties. Actual costs incurred in future periods could differ from amounts estimated. | | [added: | | | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s identification and measurement of the environmental loss contingencies. For example, we tested controls over management’s review of the environmental loss contingency calculations and management’s assessment to evaluate key judgments and estimates affecting the environmental loss contingencies. | | [added: | | | |]

| | [added: | |] To test the Company’s identification and measurement of the environmental loss contingencies, among other procedures, we inspected correspondence with regulatory agencies, obtained external legal counsel confirmation letters, and inspected environmental studies. Additionally, we assessed the appropriateness of the Company’s [removed: model] [added: models] and tested the significant assumptions discussed above along with the underlying data used by the Company in its [removed: analysis.] [added: analyses.] We utilized our environmental specialists to search for new or contrary evidence related to the Company’s sites and to assist in evaluating the reasonableness of estimated future costs by comparing the estimated future costs to environmental permits, third party observable data such as vendor quotes, and to historical costs incurred for similar activities. | | [added: | | | |]

| | [added: | |] Years Ended December 31, | | | | | | | | | | | [added: | | | |]

| | [removed: 2019] | | [added: 2020] | | [removed: 2018] | | | | [removed: 2017] [added: 2019] | | | [added: | | | 2018 | | |]

| | [added: | |] (In millions, except per share amounts) | | | | | | | | | | | [added: | | | |]

| Revenues | [added: | |] $ | [removed: 14,402] [added: 14,198] | | | [added: | |] $ | [removed: 18,628] [added: 14,402] | | | [added: | |] $ | [removed: 16,403] [added: 18,628] | |

| Cost of sales: | | | | | | | | | | | | [added: | | | | | |]

| Production and delivery | [removed: 11,514] | | [added: 29] | | [removed: 11,687] | | | | [removed: 10,258] [added: 15] | | | [added: | | | 12 | | | | | |]

| Depreciation, depletion and amortization | [removed: 1,412] | | [added: 1,528] | | [removed: 1,754] | | | | [removed: 1,714] [added: 1,412] | | | [added: | | | 1,754 | | |]

| Metals inventory adjustments | [removed: 179] | | [added: 96] | | [removed: 4] | | | | [removed: 8] [added: 179] | | | [added: | | | 4 | | |]

| Selling, general and administrative expenses | [removed: 414] | | [added: $] | [added: 70] | [removed: 443] | | | | [removed: 477] [added: $] | [added: 48] | | [added: | | | $ | 62 | | | | |]

| Mining exploration and research expenses | [removed: 104] | | [added: 50] | | [removed: 105] | | | | [removed: 93] [added: 104] | | | [added: | | | 105 | | |]

| Environmental obligations and shutdown costs | [removed: 105] | | [added: 159] | | [removed: 89] | | | | [removed: 244] [added: 105] | | | [added: | | | 89 | | |]

| Net gain on sales of assets | [removed: (417] | | [removed: )] [added: (473)] | | [removed: (208] | | [removed: )] | | [removed: (81] [added: (417)] | | [removed: )] | [added: | | | (208) | | |]

| Total costs and expenses | [removed: 13,311] | | [added: 11,761] | | [removed: 13,874] | | | | [removed: 12,713] [added: 13,311] | | | [added: | | | 13,874 | | |]

| Operating income | [removed: 1,091] | | [added: 2,437] | | [removed: 4,754] | | | | [removed: 3,690] [added: 1,091] | | | [added: | | | 4,754 | | |]

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February 16, 2021

| Production and delivery | | | 10,031 | | | | | | 11,534 | | | | | | 11,708 | | |

| Total cost of sales | | | 11,655 | | | | | | 13,125 | | | | | | 13,466 | | |

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| Charge associated with framework for global settlement of talc-related litigation | | | | | | 130 | | | | | | — | | | | | | — | | |

| Kisanfu exploration project | | | | | | 550 | | | | | | — | | | | | | — | | |

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February 14, 2020

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February 14, 2020

| Total cost of sales | 13,105 | | | | 13,445 | | | | 11,980 | | |

| Continuing operations | (50 | | ) | | (292 | | ) | | (274 | | ) |

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| (Income) loss on disposal of discontinued operations | | (3 | | ) | | 15 | | | | (57 | | ) |

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There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2019,] [added: 2020,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The information set forth under the captions “Information About Director [removed: Nominees”] [added: Nominees,” “Board Committees,”] and [removed: “Section 16(a) Beneficial Ownership Reporting Compliance”] [added: “Board and Committee Independence; Audit Committee Financial Experts,” and “Corporate Governance Guidelines; Principles] of [added: Business Conduct,” of] our definitive proxy statement to be filed with the United States Securities and Exchange Commission (SEC), relating to our [removed: 2020] [added: 2021] annual meeting of stockholders, is incorporated herein by reference.

The information set forth under the captions “Director Compensation” and “Executive Officer Compensation” of our definitive proxy statement to be filed with the SEC, relating to our [removed: 2020] [added: 2021] annual meeting of stockholders, is incorporated herein by reference.

The information set forth under the captions “Stock Ownership of Directors and Executive Officers” and “Stock Ownership of Certain Beneficial Owners” of our definitive proxy statement to be filed with the SEC, relating to our [removed: 2020] [added: 2021] annual meeting of stockholders, is incorporated herein by reference.

The following table presents information regarding our equity compensation plans as of December 31, [removed: 2019.][added: 2020:]

| | [added: | |] Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | [added: | | |] Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | [added: |]

| Equity compensation plans [added: not] approved by security holders | [removed: 53,425,056] | | [removed: a] [added: 1,496,070] | [added: | | b | | |] $ | [removed: 26.04] [added: 28.08] | | [removed: 46,897,262] [added: —] | | [added: |]

| Equity compensation plans [removed: not] approved by security holders | [removed: 2,778,165] | | [removed: b] [added: 43,972,786] | [added: | | a | | |] $ | [removed: 28.17] [added: 25.54] | | [removed: —] [added: 39,721,487] | | [added: |]

[removed: | b. | Represents] [added: b.Represents] securities to be issued under awards assumed in our acquisition of McMoRan Exploration Co. Includes shares issuable upon the vesting of 13,500 RSUs that were assumed in prior acquisitions. [removed: These awards are not reflected in column (b) because they do not have an exercise price. |]

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| | | | (a) | | | | | | (b) | | | (c) | | |

| Total | | | 45,468,856 | | | | | | 25.65 | | | 39,721,487 | | |

a.Includes shares of our common stock issuable upon the vesting of 2,931,983 restricted stock units (RSUs) and 4,417,830 performance share units (PSUs) at maximum performance levels, and the termination of deferrals with respect to 1,197,900 RSUs that were vested as of December 31, 2020.

These awards are not reflected in column (b) because they do not have an exercise price.

The number of securities to be issued in column (a) does not include RSUs granted under our phantom stock plan, which are payable solely in cash.

These awards are not reflected in column (b) because they do not have an exercise price.

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| Total | 56,203,221 | | | 26.16 | | | 46,897,262 | |

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| a. | Includes shares of our common stock issuable upon the vesting of 2,995,643 restricted stock units (RSUs) and 3,683,625 performance share units (PSUs) at maximum performance levels, and the termination of deferrals with respect to 1,198,400 RSUs that were vested as of December 31, 2019. These awards are not reflected in column (b) because they do not have an exercise price. The number of securities to be issued in column (a) does not include RSUs granted under our phantom stock plan, which are payable solely in cash. |

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The information set forth under the captions “Certain Transactions” and “Board and Committee [removed: Independence”] [added: Independence; Audit Committee Financial Experts”] of our definitive proxy statement to be filed with the SEC, relating to our [removed: 2020] [added: 2021] annual meeting of stockholders, is incorporated herein by reference.

The information set forth under the caption “Independent Registered Public Accounting Firm” of our definitive proxy statement to be filed with the SEC, relating to our [removed: 2020] [added: 2021] annual meeting of stockholders, is incorporated herein by reference.

The consolidated statements of operations, comprehensive [removed: (loss) income,] [added: income (loss),] cash flows and equity, and the consolidated balance sheets are included as part of Item 8.

We have audited the consolidated financial statements of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and have issued our report thereon dated February [removed: 14, 2020] [added: 16, 2021] included elsewhere in this Form 10-K.

| | | | | | | [added: | | | | | |] Additions (Deductions) | | | | | | | | | | | | | | | [added: | | | | | |]

| | | [added: | | | |] Balance at | | | | [added: | |] Charged to | | | | [added: | |] Charged to | | | | [added: | |] Other | | | | [added: | |] Balance at | | |

| | | [added: | | | |] Beginning of | | | | [added: | |] Costs and | | | | [added: | |] Other | | | | [added: | |] Additions | | | | [added: | |] End of | | |

| | | [added: | | | |] Year | | | | [added: | |] Expense | | | | [added: | |] Accounts | | | | [added: | |] (Deductions) | | | | [added: | |] Year | | |

| Reserves and allowances deducted | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| from asset accounts: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| *Valuation allowance for deferred tax assets* | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Year Ended December 31, 2019 | | [removed: $] | [added: | | |] 4,507 | | | [removed: $] | [added: | |] 50 | | [removed: a] | [removed: $] [added: d] | [added: | |] 19 | | [added: |] b | [removed: $] | [added: |] — | | | [removed: $] | [added: | |] 4,576 | | [added: |]

| Year Ended December 31, 2018 | | [added: | | | |] 4,575 | | | | [removed: (345] | | [removed: )] [added: (345)] | [removed: c] | [added: | e | | |] 8 | | | b | [added: | |] 269 | | | [removed: d] [added: f] | [added: | |] 4,507 | | |

| Reserves for non-income taxes: | | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Year Ended December 31, 2019 | | [removed: $] | [added: | | |] 62 | | | [removed: $] | [added: | |] — | | | [removed: $] | [added: | |] — | | | [removed: $] | [removed: (4] | [removed: )] | [removed: f] [added: (4)] | [removed: $] | [added: | g | | |] 58 | | [added: |]

| Year Ended December 31, 2018 | | [added: | | | |] 58 | | | | [added: | |] 7 | | | | [removed: (1] | | [removed: )] [added: (1)] | | [removed: (2] | | [removed: )] | [removed: f] | [added: (2) | | | g | | |] 62 | | |

| Year Ended December 31, [removed: 2017] [added: 2020] | | [removed: 64] | | | | [removed: (2] [added: $] | [added: 58] | [removed: )] | | [removed: —] | | [added: $] | [added: 21] | [removed: (4] | | [removed: )] | [removed: f] | [removed: 58] [added: $] | [added: (1)] | | [added: | | | $ | 4 | | g | | | $ | 82 | |]

[removed: | a. | Primarily] [added: d.Primarily] relates to a $208 million increase in [removed: United States (U.S.)] [added: U.S.] federal deferred tax assets for which no benefit is expected to be realized, partly offset by a $98 million decrease in U.S. foreign tax credits associated with expirations and prior year adjustments, and a $44 million decrease in U.S. federal and state [removed: net operating loss] [added: NOL] carryforwards. [removed: |]

[removed: | b. | Relates] [added: b.Relates] to a valuation allowance for tax benefits primarily associated with actuarial losses for U.S. defined benefit plans included in other comprehensive [removed: (loss) income. |][added: income (loss).]

[removed: | c. | Primarily] [added: e.Primarily] relates to a $315 million decrease in U.S. foreign tax credits associated with expirations and 2017 U.S. tax reform adjustments, and a decrease of $45 million in U.S. federal [removed: net operating losses] [added: NOLs] associated with 2018 usage and 2017 [removed: U.S] [added: U.S.] tax reform. [removed: |]

[removed: | d. | Primarily] [added: f.Primarily] relates to a $244 million increase in foreign [removed: net operating losses] [added: NOLs] for which no benefit is expected to be realized resulting from PT Freeport Indonesia’s acquisition of PT Rio Tinto Indonesia. [removed: |]