Freeport-McMoRan (FCX) 10-K risk factor changes: FY2022 vs FY2021

Forward-looking statements are all statements other than statements of historical facts, such as plans, projections, or expectations relating to business outlook, strategy, goals or targets; [added: global market conditions;] ore grades and milling rates; production and sales volumes; unit net cash [added: costs and operating] costs; capital expenditures; operating [removed: costs; operating] plans; cash flows; liquidity; PT Freeport Indonesia’s (PT-FI) financing, construction and completion of additional domestic smelting capacity in Indonesia in accordance with the terms of its special mining license (IUPK); [added: extension of PT-FI’s IUPK beyond 2041;] our commitments to deliver responsibly produced [removed: copper,] [added: copper and molybdenum,] including plans to [removed: implement and] [added: implement,] validate [removed: all] [added: and maintain validation] of our operating sites under [removed: the Copper Mark, and to comply with other disclosure] [added: specific] frameworks; execution of our energy and climate strategies and the underlying assumptions and estimated impacts on our business related thereto; achievement of [added: 2030] climate [removed: commitments] [added: targets] and [added: 2050] net zero [removed: aspirations;] [added: aspiration;] improvements in operating procedures and technology innovations; exploration efforts and results; development and production activities, rates and costs; future organic growth opportunities; tax rates; export quotas and duties; [added: the] impact of copper, gold and molybdenum price changes; [added: the] impact of deferred intercompany profits on earnings; mineral reserve and mineral resource estimates; final resolution of settlements associated with ongoing legal proceedings; [added: debt repurchases] and the ongoing implementation of our financial policy and future returns to shareholders, including dividend payments (base or variable) and share repurchases.*

- Less flexibility [removed: due to] [added: because of] our debt and other financial commitments;

- [removed: The ongoing COVID-19 pandemic and any future] [added: Any major] public health crisis; [added: and]

- Changes in or failure to comply with financial assurance requirements relating to our mine closure reclamation obligations; [removed: and]

- Unanticipated litigation or negative developments in pending [removed: litigation, changes in income tax laws] [added: litigation] or other [removed: contingencies.][added: contingencies; and]

- Geopolitical, economic and social [removed: uncertainties and] risks for our international [removed: operations, including in Indonesia, Peru and Chile;] [added: operations;] and

- Fluctuations in price and availability of [removed: commodities] [added: consumables and components] we purchase as well as constraints on supply and logistics, and transportation services; [removed: and]

- Ability to [removed: attract, retain and] [added: recruit, retain,] develop [added: and advance] qualified personnel.

- Ability to meet our energy requirements while complying with [removed: greenhouse gas emissions (GHG)] [added: climate-related] regulations and [added: expectations and] other energy transition policy changes;

- The physical impacts of climate change on our operations, [removed: workforce and] [added: workforce, communities,] supply [removed: chain;][added: chains and customers;]

- Increasing [removed: scrutiny] [added: scrutiny, action] and evolving expectations from stakeholders with respect to our environmental, social and governance (ESG) practices, [removed: performance] [added: performance, commitments] and disclosures; and

- [removed: Holding] [added: Impact of our holding] company structure [removed: impact] on our ability to service debt, declare cash [removed: dividends] [added: dividends,] or repurchase [removed: shares;] [added: shares] and [added: debt; and]

Extended material declines in the market prices of such commodities could adversely affect our financial [removed: condition.][added: condition and operating plans.]

Extended material declines in market prices of such commodities could have a material adverse effect on our financial results and the value of our assets, may depress the price of our common stock, and may have a material adverse effect on our ability to comply with financial and other covenants in our debt agreements, [removed: repay] [added: service] our debt and meet our other obligations.

Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand and inventory levels; global economic and political [removed: conditions;] [added: conditions (such as a potential global recession and Russia’s invasion of Ukraine);] international regulatory, trade and/or tax policies, including national tariffs; commodities investment activity and speculation; interest rates; 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.

[removed: In addition to the factors discussed above, copper] [added: Copper] prices [added: also] may be affected by [removed: demand from China, which is currently] the [removed: largest consumer of refined copper in the world for infrastructure, the] growing markets for automobiles and [removed: appliances] [added: appliances,] and [removed: by] the global focus on a transition to new technologies for clean energy, to advance communications and to enhance public health, [added: inadequate investment in and limited production from copper mining operations in South America,] as well as demand from North America, Europe, and Asian countries other than China.

If market prices for the primary commodities we produce were to [removed: materially] decline and remain low for a sustained period of time, we may have to revise our operating plans, including curtailing or modifying our mining and processing operations, as we had to do in early 2020 in response to the global COVID-19 pandemic.

Refer to Note 4 for additional information regarding metals inventory adjustments recorded for the three years ended December 31, [removed: 2021.][added: 2022.]

At December 31, [removed: 2021,] [added: 2022,] our total consolidated debt was [removed: $9.5] [added: $10.6] billion (see MD&A and Note 8) and our total consolidated cash and cash equivalents was $8.1 billion.

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

[removed: See] [added: For further information, see] the risk [removed: factor] [added: factors] below [removed: regarding] [added: relating to mine closure and reclamation regulations and the] increasing scrutiny and evolving expectations from stakeholders, including creditors, with respect to our ESG practices, performance and disclosures.

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

As of January 31, [removed: 2022,] [added: 2023,] our senior unsecured debt was rated “Baa3” with a stable outlook by Moody’s Investors Service, “BBB-” with a stable outlook by Fitch Ratings, and “BB+” with a stable outlook by Standard & Poor’s.

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

[removed: The ongoing COVID-19 pandemic and any future major] [added: Major] public health [removed: crisis] [added: crises, including the COVID-19 pandemic,] may have an adverse impact on our business.

Our business and results of operations could be adversely affected if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions or other [removed: restrictions.][added: restrictions, or if workplace entry and travel are restricted resulting in the delay of key personnel or external consultants accessing our sites.]

[removed: Despite our efforts to manage the impacts of the pandemic, there] [added: There] can be no assurance that our actions [removed: will] [added: in response would] be effective in containing and mitigating the risk of spread or a major outbreak of [removed: COVID-19 (or] any [removed: future major] public health [removed: crisis)] [added: crisis (including COVID-19)] at our operating sites.

A major [removed: outbreak of COVID-19 (or any future major public] health [removed: crisis)] [added: crisis] at any of our operating sites, and particularly at PT-FI’s remote operating site, could disrupt or change our operating plans, which may have a material adverse effect on our business and results of operations.

Actions taken by governmental authorities and third parties to contain and mitigate the risk of spread of [removed: COVID-19 (and those that may be taken for] any [removed: future] major public health [removed: crisis) have impacted and] [added: crisis, including COVID-19,] may [removed: in the future] negatively impact our [removed: business.][added: business, including a disruption of or change to our operating plans.]

[removed: To comply with the government’s requirements,] [added: For example,] in [added: mid-March] 2020, we [added: had to] temporarily [removed: transitioned] [added: transition] our Cerro Verde mine to care and maintenance status and [removed: adjusted] [added: adjust] operations to prioritize critical [removed: activities.][added: activities in response to a decree issued by the Peru government relating to COVID-19.]

As of December 31, [removed: 2021,] [added: 2022,] our financial assurance obligations totaled $1.5 billion for closure and reclamation/restoration costs of U.S. mining sites.

“Business and Properties” for a discussion of certain of such U.S. federal and state laws and regulations applicable to [removed: Freeport-McMoRan Inc. (FCX).][added: us.]

A substantial portion of our financial assurance obligations are satisfied by [removed: FCX] [added: guarantees by us] and [removed: subsidiary guarantees.][added: certain of our subsidiaries.]

Failure to provide [added: or maintain] the required financial assurance could result in the closure of the affected properties.

Plans and provisions for mine closure and remediation may change over time [removed: due to] [added: as a result of] changes in stakeholder expectations, legislation, standards, and technical understanding and techniques, which may cause our [removed: provisions] [added: actual costs of closure and remediation to be higher than estimated] for environmental and asset retirement obligations [removed: to be underestimated] [added: (AROs)] and could materially affect our financial position or results of operations.

[added: “Business and Properties” herein) has required] changes [added: and could require additional changes] to our closure and reclamation [removed: plans,] [added: plans or modifications to previously completed reclamation actions,] although it is uncertain if these changes would result in material capital or operating cost increases.

Any modifications to our closure and reclamation plans that may be required to address physical climate risks may [added: increase our financial assurance obligations and may] materially increase the [added: actual] costs associated with implementing closure and reclamation at any or all of our active or inactive mine sites [removed: and the financial assurance obligations related to the same.][added: or smelter sites.]

Refer to Notes 1 and [removed: 12,] [added: 12] for further discussion of our environmental [removed: and asset retirement] obligations and [added: AROs and] see the risk [removed: factor] [added: factors] below relating to the [added: potential] physical impacts of climate [removed: change.][added: change and our related obligations as part of our commitment to implementing the Tailings Standard.]

Unanticipated litigation or negative developments in pending [removed: litigation, changes in income tax laws] [added: litigation] or other contingencies could have a material adverse effect on our financial condition.

These NOLs are available to offset future [added: regular] taxable income, [removed: resulting] [added: which we believe will result] in minimal estimated [added: regular income] tax liability in the U.S. over the next several years at current metals market prices.

- Changes in tax laws and regulations.

Beginning in 2020 with the onset of the COVID-19 pandemic and continuing in 2022 because of a series of macro-economic factors, there has been significant volatility in the financial and commodities markets, including the copper market.

Copper prices reached a record high of $4.87 per pound in first-quarter 2022 but dropped to a 2022 low of $3.18 in third-quarter 2022.

For

additional information regarding recent macro-economic factors, see risk factor below regarding the price and availability of consumables and components we purchase and constraints on supply and logistics, and transportation services.

In addition to the factors discussed above, copper prices may be affected by demand from China, which is currently the largest consumer of refined copper in the world, including as a result of geopolitical uncertainty between the U.S. and China as well as uncertainties about China’s economy, including its COVID-19 policies.

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.

Consumables and components for key machines and equipment we purchase are subject to price volatility caused by global economic factors that are beyond our control, including, but not limited to, supply chain disruptions, labor shortages, wage pressures, rising inflation and potential economic slowdown or recession, as well as fuel and energy costs (for example, the price of diesel), the impact of natural disasters, public health crises (such as COVID-19), geopolitical conflicts (such as the conflict in Ukraine), and foreign currency exchange rate fluctuations, and other matters that have or could impact the global economy.

These prices fluctuate and can be volatile.

In 2022, we experienced price increases on certain consumables, including diesel fuel and coal, ammonium nitrate and sulfuric acid, grinding media and certain components.

The cost increases have negatively impacted our operating results and further increases could have a material adverse effect on our results of operations and could result in material changes to our operating plans.

Additional increases may occur in 2023 because of macroeconomic conditions discussed above, and such increases may be material.

In 2022, we experienced longer lead times and logistical constraints on delivery of certain consumables, including fuel, lubricants, ammonium nitrate, cobalt sulfate, acid mist suppressant and acid.

Further, delays and logistical constraints may occur as a result of violence, civil and religious strife, and activism, as described in the related risk factor below.

There continue to be global shipping and logistics challenges, which began during the COVID-19 pandemic.

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

Changes in tax laws and regulations could have a material adverse effect on our financial condition.

As a global business, we are subject to income, royalty, transaction and other taxes in the U.S. and various foreign jurisdictions.

Uncertainties exist with respect to our tax liabilities, including those arising from changes in laws in the countries in which we do business.

In August 2022, the U.S. Inflation Reduction Act of 2022 (the Act) was signed into law, which includes, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average AFSI exceeding $1.0 billion over a three-year period.

The provisions of the Act are applicable to us beginning January 1, 2023.

Additional guidance related to how the CAMT provisions of the Act will be applied or otherwise administered is yet to be released by the U.S. Department of the Treasury, and may differ from our interpretations.

We will continue to analyze the impacts as additional guidance becomes available.

We expect the CAMT provisions will impact our U.S. tax position, and may further limit our ability to benefit from our U.S. NOLs.

We are also continuing to monitor the progress of Chile’s proposed mining royalty changes and their impact on future operations.

- The risk of having to submit to the jurisdiction of an international court or arbitration panel or having to enforce the judgment of an international court or arbitration panel against a sovereign nation within its own territory.

including PT-FI, to conduct mining activities in Indonesia under a contract of work system.

PT-FI’s current export license remains valid through March 19, 2023.

Refer to Note 12 for further discussion of the administrative fine paid by PT-FI to the Indonesia government in March 2022 for failing to achieve physical development progress on the greenfield smelter.

PT Smelting’s export license for anode slimes expires on November 3, 2023.

As discussed in Note 3, beginning in January 2023, PT-FI’s commercial arrangement with PT Smelting converted to a tolling arrangement, under which PT-FI pays PT Smelting a tolling fee to smelt and refine its concentrate and will retain title to all products for sales to third parties.

Notwithstanding PT-FI’s rights to export copper concentrate through 2023 under its IUPK (subject to force majeure considerations), its current copper concentrate export license and PT Smelting’s current anode slimes export license, PT-FI may not be able to obtain administrative approval for such exports if the Indonesia government bans exports of copper concentrate and anode slimes prior to completion of the greenfield smelter and precious metals refinery (PMR).

Recent press reports have indicated that the Indonesia government is considering a ban of copper concentrate exports effective in June 2023 under regulations that were issued in 2020 and 2021.

In addition, PT Smelting exports may also be restricted (contrary to the expiration date of PT Smelting’s current export license noted above).

If such limitations on exports were to be instituted prior to PT-FI’s greenfield smelter and PMR becoming operational (currently expected in 2024), PT-FI would be required to reduce production levels or be subject to additional costs.

In 2022, the Indonesia government divided the Indonesia portion of the island of New Guinea from two provinces into a total of six provinces, which has resulted in public protest and civil unrest.

For further discussion of violence, civil and religious strife, and activism affecting our operations in Indonesia, see the related risk factor below.

Further, we cannot predict the impact of splitting provinces on local and regional regulations, permits and other governmental administrative functions, which could have an adverse impact on our business.

In 2024, Indonesia will hold national legislative elections.

The presidential election will be held in February 2024.

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.

Copper prices were initially impacted by economic uncertainty; however, in mid-2020 copper prices began to rise and reached a record high during 2021, despite the ongoing COVID-19 pandemic.

Other events that could result in impairment of our long-lived assets include, but are not limited to, decreases in estimated proven and probable mineral reserves and any event that might have a material adverse effect on current and future expected mine production costs.

For further information, see the risk factor below relating to mine closure and reclamation regulations.

Since early 2020, the COVID-19 pandemic has significantly impacted economic activity and markets throughout the world.

The extent and duration of adverse impacts that the COVID-19 pandemic (including new and emerging strains and variants) or any future major public health crisis may have on our operations and business, including demand for the commodities we produce, and on global financial markets remains uncertain.

Additionally, although several vaccines for COVID-19 have been approved, there are risks that these vaccines will not be effective against new and emerging strains and variants of the virus and that these vaccines may not be widely available or accepted in the areas in which we operate.

For example, in mid-March 2020, the Peru government issued a Supreme Decree and declaration of a National Emergency in its efforts to contain the outbreak of COVID-19.

These and other impacts of COVID-19, or any future major public health crisis, had, or could have a material adverse impact on our business, results of operations and financial condition.

“Business and Properties” herein) could require

In addition, these changes may result in new limitations on our ability to benefit from our significant U.S. NOLs.

- Risk of loss due to major public health issues, including any pandemic (such as the ongoing COVID-19 pandemic), epidemic or endemic health issues, as a result of the potential related impact to employees, disruptions to operations, supply chain delays, trade restrictions and impact on economic activity in affected countries or regions and due to the limitations of certain local health systems and infrastructure to contain such major public health issues (see above for further discussion of our risks specific to the COVID-19 pandemic);

or governance practices.

PT-FI’s export license expires on March 15, 2022.

PT Smelting’s export license for anode slimes expires on December 9, 2022, subject to review and approval by the Indonesia government every six months.

In addition to a delay in the renewal of its export license for anode slimes in 2017, PT Smelting’s operations were shut down from mid-January 2017 until early March 2017 as a result of labor disturbances.

In July 2021, PT-FI entered into a $1.0 billion, five-year, unsecured bank credit facility to advance its Indonesia smelter projects and is currently arranging additional debt financing for these projects.

equipment, milling equipment or conveyor systems, transportation of chemicals, explosives or other materials and in the transportation of employees and business partners to and from sites (including where these services are provided by third parties such as vehicle and aircraft transport); wall failures and rock slides in our open-pit mines, and structural collapses of our underground mines or tailings impoundments; underground water and ore management; lower than expected ore grades or recovery rates; and seismic activity resulting from unexpected or difficult geological formations or conditions (whether in mineral or gaseous form).

As a result of the COVID-19 pandemic, workplace entry and travel restrictions may result in the delay of key personnel or external consultants accessing our sites to undertake inspections or other activities, potentially resulting in unidentified asset integrity.

As a result, our programs take into account the significant consequences resulting from potential failure modes, and we dedicate substantial financial resources and internal and external technical resources to pursue the safe management of all those facilities reducing and in some cases eliminating the number of and potential consequences of credible failure modes.

Our tailings management and stewardship program involves qualified external Engineers of Record and periodic oversight by independent tailings Technical Review Boards and our Tailings Stewardship Team.

We continue to enhance our existing practices to strengthen the design, operation and closure of tailings storage facilities in an effort to reduce the risk of severe or catastrophic failure of those facilities.

In addition, changes to the physical risks to our facilities resulting from climate change could lead to changes in our plans for managing tailings and waste rock in order to address such risks, which may materially increase the costs associated with managing waste rock and tailings at any or all of our active or inactive mine sites.

engineered deposition area in the lowlands.

Lateral levees have been constructed to help contain the footprint of the tailings and to limit their impact in the lowlands.

The Grasberg overburden stockpiles have experienced erosion over time.

During 2021, PT-FI continued to advance work on the human health risk assessment to evaluate these potential impacts.

A study conducted by third-party expert consultants with PT-FI support, assessed potential exposure pathways including surface waters, groundwaters, sediments and soils, dust and terrestrial and aquatic tissues.

Overtopping or levee failure induced by extreme weather events is a potential risk.

In December 2018, Indonesia’s Ministry of Environment and Forestry (MOEF) issued a revised environmental permit to PT-FI to address many of the operational activities that it alleged were inconsistent with earlier studies.

PT-FI and the MOEF also established a new framework for continuous improvement in environmental practices at PT-FI’s operations, including initiatives that will examine options to potentially increase tailings retention and to evaluate large scale beneficial uses of tailings within Indonesia.

LAPI-ITB, the third-party expert nominated by MOEF to perform the framework evaluation, submitted their report to the MOEF in June 2021.

PT-FI is currently evaluating additional actions and activities based on the study conclusions.

In addition, MOEF finalized environmental permitting related to the underground rail facilities and Deep Mill Level Zone (DMLZ) production of 80 thousand metric tons per day in November 2021.

Permitting of certain facilities for underground mining production operations, as well as permitting for the extension of levees to contain the lateral flow of tailings in the lowlands, continues to progress.

Since 2009, there have been 22 fatalities and more than 75 injuries to our employees, contractor employees, government security personnel and civilians.

In addition, in December 2018, a mass shooting incident targeting a highway construction crew occurred in a remote mountain area approximately 100 miles east of the PT-FI project area, resulting in at least 19 fatalities and several were reported as missing.

These prices fluctuate and can be volatile and any cost increases could have a material adverse effect on our results of operations.

In 2021, we experienced price increases on certain commodities, including fuel, steel, ammonia and acid.

In 2021, we experienced longer lead times on delivery of certain materials and shortages on certain materials, including lubricants, semi-conductors, personal protective equipment, rubber and acid.

ADWR is now in the process of preparing subflow delineations for the applicable watercourses in [added: the] Verde River watershed.

In December 2021, ADWR issued a report proposing a [added: subflow] delineation for the Verde River mainstem and Sycamore Creek and objections to that report [removed: are due] [added: were submitted] in May 2022.

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

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

[removed: The] [added: However, the] Special Master [removed: also] confirmed that the cone of depression test [removed: instead] would be [removed: an] [added: the] initial test for determining which wells are subject to the adjudications, rather than proving that a well is pumping subflow or establishing how much of a well’s water production is subflow.

Such matters will be determined by a subsequent “subflow depletion test,” which [removed: has not yet been formulated.][added: is expected to be proposed by ADWR in 2023.]

[removed: Some] [added: While some] of our adversaries objected to the Special Master’s final decision, [removed: and] [added: in July 2022,] the Arizona Superior Court [removed: heard oral argument on] [added: issued a decision affirming] the [removed: objections] [added: Special Master’s decision] in [removed: February 2020.][added: all respects.]

In [removed: response to the Special Master’s decision, in] December 2018, ADWR submitted its initial report on the “subflow depletion test,” [removed: which] [added: noting that the test] 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; however, ADWR remains in the process of developing its proposed subflow depletion test.][added: groundwater.]

We, along with the other parties, will have the opportunity to provide [removed: input] [added: inputs] throughout the process.

[removed: The first] [added: An] issue litigated [added: in the 2018 proceeding] concerned whether for the subflow depletion test the subflow zone should be represented in the numeric model as extending only as deep as the bottom of the floodplain alluvium or extend all the way down to bedrock.

In proceedings separate from the development of the [added: subflow] depletion test, 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, while initially believed to be non-appropriable groundwater, is ultimately determined to be appropriable subflow.

In April 2021, the Special Master ruled that, for uses initiated after enactment of the 1919 permitting statute, a well owner may not pursue a surface water right [added: for subsurface water now] unless the well owner filed an application for a permit to [removed: appropriate.][added: appropriate prior to initiating the water use.]

These claims are related to reservations of federal land for specific purposes [removed: (e.g.,] [added: (*e.g.,*] Indian reservations, national parks, military bases and wilderness areas).

[removed: 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 Arizona Superior Court handling the Gila River adjudication.

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

[removed: That case,] [added: The first resolved decision was issued in] In re Aravaipa Canyon Wilderness Area, [added: which] was to resolve the U.S.’s claims to water for the Aravaipa Canyon Wilderness Area.

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

[removed: We] [added: The U.S. declined to pursue an interlocutory appeal in either of the In re Aravaipa Canyon Wilderness Area or In re Redfield Canyon Wilderness Area cases, and we] believe the rulings in [removed: this case] [added: those cases] will support our positions in other pending federal reserved water right cases, [removed: including these:] [added: including:] 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; [removed: In re Redfield Canyon Wilderness Area, which involves the U.S.’s claims to water for another wilderness area] and [removed: 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.

If we are not able to satisfactorily resolve the issues being addressed in the adjudications, our ability to pump groundwater could be diminished or curtailed, and our operations [added: and any future expansions] at Morenci, Safford (including Lone Star) and Sierrita could be adversely affected unless we are able to acquire alternative water resources.

While we do not have any active mining operations in the Verde River watershed that would be impacted by this phase of the adjudication, we filed a set of limited objections on issues that could set a precedent for other watersheds in Arizona that could have material implications for many users of groundwater, including our Arizona operations, and our objections have not been resolved.

No party has appealed that decision.

The Special Master has ordered ADWR to schedule meetings in 2023 to discuss progress on developments of the test, with a deadline of December 2023 for ADWR’s report setting forth its proposed depletion test.

Objections to such report are expected to be due in February 2024.

No party has appealed that decision, and we expect the guidance from the Special Master’s order to be reflected in ADWR’s subflow depletion test report (due December 2023).

We, along with allied parties, have objected to the Special Master’s ruling and are awaiting further proceedings before the Arizona Superior Court.

Regardless of the outcome in the Arizona Superior Court, we anticipate this issue will be appealed to the Arizona Supreme Court.

Because federal reserved water rights have not yet been quantified, the task of

The second resolved decision was issued in In re Redfield Canyon Wilderness Area, which was another case to resolve claims for a wilderness area.

The court issued its decision in August 2022 supportive of our position on almost all issues, denying the U.S.’s federal reserved water rights claims for the wilderness area.

In January 2023, the U.S. filed several federal reserved water rights claims for federal reservations in portions of the Verde River watershed, and we anticipate that the Special Master will establish litigation schedules to resolve the claims for those reservations.

We do not have any active mining operations in the Verde watershed that would be impacted by this phase of the adjudication.

This issue remains under advisement with the Arizona Superior Court.

To date, our adversaries have not taken steps to appeal this ruling.

at the time the reservation was created.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant was [removed: $48.6] [added: $41.8] billion on June 30, [removed: 2021.][added: 2022.]

Common stock issued and outstanding was [removed: 1,454,781,055] [added: 1,430,693,689] shares on January 31, [removed: 2022.][added: 2023.]

| Portions of the registrant’s proxy statement for its [removed: 2022] [added: 2023] annual meeting of stockholders are incorporated by reference into Part III of this report. | | |

| [Items 1. and 2. Business and [removed: Properties](#i43d04c9d26874e33802bdf64c458414a_13)] [added: Properties](#i404a2cad92d34deba102aad6f6a60266_13)] | | | [removed: [1](#i43d04c9d26874e33802bdf64c458414a_13)] [added: [1](#i404a2cad92d34deba102aad6f6a60266_13)] | | |

| [Item 1A. Risk [removed: Factors](#i43d04c9d26874e33802bdf64c458414a_82)] [added: Factors](#i404a2cad92d34deba102aad6f6a60266_85)] | | | [removed: [44](#i43d04c9d26874e33802bdf64c458414a_82)] [added: [48](#i404a2cad92d34deba102aad6f6a60266_85)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i43d04c9d26874e33802bdf64c458414a_85)] [added: Comments](#i404a2cad92d34deba102aad6f6a60266_88)] | | | [removed: [65](#i43d04c9d26874e33802bdf64c458414a_85)] [added: [70](#i404a2cad92d34deba102aad6f6a60266_88)] | | |

| [Item 3. Legal [removed: Proceedings](#i43d04c9d26874e33802bdf64c458414a_88)] [added: Proceedings](#i404a2cad92d34deba102aad6f6a60266_91)] | | | [removed: [65](#i43d04c9d26874e33802bdf64c458414a_88)] [added: [70](#i404a2cad92d34deba102aad6f6a60266_91)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i43d04c9d26874e33802bdf64c458414a_91)] [added: Disclosures](#i404a2cad92d34deba102aad6f6a60266_94)] | | | [removed: [68](#i43d04c9d26874e33802bdf64c458414a_91)] [added: [73](#i404a2cad92d34deba102aad6f6a60266_94)] | | |

| [Information About our Executive [removed: Officers](#i43d04c9d26874e33802bdf64c458414a_91)] [added: Officers](#i404a2cad92d34deba102aad6f6a60266_94)] | | | [removed: [68](#i43d04c9d26874e33802bdf64c458414a_91)] [added: [73](#i404a2cad92d34deba102aad6f6a60266_94)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i43d04c9d26874e33802bdf64c458414a_97)] [added: Matters](#i404a2cad92d34deba102aad6f6a60266_100)] | | | | | |

| [and Issuer Purchases of Equity [removed: Securities](#i43d04c9d26874e33802bdf64c458414a_97)] [added: Securities](#i404a2cad92d34deba102aad6f6a60266_100)] | | | [removed: [69](#i43d04c9d26874e33802bdf64c458414a_97)] [added: [74](#i404a2cad92d34deba102aad6f6a60266_100)] | | |

| [Items 7. and 7A. Management’s Discussion and Analysis of Financial Condition and [removed: Results](#i43d04c9d26874e33802bdf64c458414a_103)] [added: Results](#i404a2cad92d34deba102aad6f6a60266_106)] | | | | | |

| [of Operations and Quantitative and Qualitative Disclosures about Market [removed: Risk](#i43d04c9d26874e33802bdf64c458414a_103)] [added: Risk](#i404a2cad92d34deba102aad6f6a60266_106)] | | | [removed: [70](#i43d04c9d26874e33802bdf64c458414a_103)] [added: [75](#i404a2cad92d34deba102aad6f6a60266_106)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i43d04c9d26874e33802bdf64c458414a_163)] [added: Data](#i404a2cad92d34deba102aad6f6a60266_166)] | | | [removed: [109](#i43d04c9d26874e33802bdf64c458414a_163)] [added: [115](#i404a2cad92d34deba102aad6f6a60266_166)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i43d04c9d26874e33802bdf64c458414a_280)] [added: Disclosure](#i404a2cad92d34deba102aad6f6a60266_274)] | | | [removed: [174](#i43d04c9d26874e33802bdf64c458414a_280)] [added: [178](#i404a2cad92d34deba102aad6f6a60266_274)] | | |

| [Item 9A. Controls and [removed: Procedures](#i43d04c9d26874e33802bdf64c458414a_283)] [added: Procedures](#i404a2cad92d34deba102aad6f6a60266_277)] | | | [removed: [174](#i43d04c9d26874e33802bdf64c458414a_283)] [added: [178](#i404a2cad92d34deba102aad6f6a60266_277)] | | |

| [Item 9B. Other [removed: Information](#i43d04c9d26874e33802bdf64c458414a_286)] [added: Information](#i404a2cad92d34deba102aad6f6a60266_280)] | | | [removed: [174](#i43d04c9d26874e33802bdf64c458414a_286)] [added: [178](#i404a2cad92d34deba102aad6f6a60266_280)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i43d04c9d26874e33802bdf64c458414a_2755)] [added: Inspections](#i404a2cad92d34deba102aad6f6a60266_283)] | | | [removed: [174](#i43d04c9d26874e33802bdf64c458414a_2755)] [added: [178](#i404a2cad92d34deba102aad6f6a60266_283)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i43d04c9d26874e33802bdf64c458414a_292)] [added: Governance](#i404a2cad92d34deba102aad6f6a60266_289)] | | | [removed: [174](#i43d04c9d26874e33802bdf64c458414a_292)] [added: [178](#i404a2cad92d34deba102aad6f6a60266_289)] | | |

| [Item 11. Executive [removed: Compensation](#i43d04c9d26874e33802bdf64c458414a_295)] [added: Compensation](#i404a2cad92d34deba102aad6f6a60266_292)] | | | [removed: [174](#i43d04c9d26874e33802bdf64c458414a_295)] [added: [178](#i404a2cad92d34deba102aad6f6a60266_292)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management [removed: and](#i43d04c9d26874e33802bdf64c458414a_298)] [added: and](#i404a2cad92d34deba102aad6f6a60266_295)] | | | | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i43d04c9d26874e33802bdf64c458414a_301)] [added: Independence](#i404a2cad92d34deba102aad6f6a60266_298)] | | | [removed: [175](#i43d04c9d26874e33802bdf64c458414a_301)] [added: [179](#i404a2cad92d34deba102aad6f6a60266_298)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i43d04c9d26874e33802bdf64c458414a_304)] [added: Services](#i404a2cad92d34deba102aad6f6a60266_301)] | | | [removed: [175](#i43d04c9d26874e33802bdf64c458414a_304)] [added: [179](#i404a2cad92d34deba102aad6f6a60266_301)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i43d04c9d26874e33802bdf64c458414a_310)] [added: Schedules](#i404a2cad92d34deba102aad6f6a60266_307)] | | | [removed: [175](#i43d04c9d26874e33802bdf64c458414a_310)] [added: [179](#i404a2cad92d34deba102aad6f6a60266_307)] | | |

| [Item 16. Form 10-K [removed: Summary](#i43d04c9d26874e33802bdf64c458414a_313)] [added: Summary](#i404a2cad92d34deba102aad6f6a60266_310)] | | | [removed: [182](#i43d04c9d26874e33802bdf64c458414a_313)] [added: [186](#i404a2cad92d34deba102aad6f6a60266_310)] | | |

Our website is for information only and the contents of our website [added: or information connected thereto] are not incorporated in, or otherwise to be regarded as part of, this Form 10-K.*

Following are our ownership interests at December 31, [removed: 2021,] [added: 2022,] in operating mines through our consolidated subsidiaries, Freeport Minerals Corporation (FMC) and PT Freeport Indonesia (PT-FI):

[removed: ][added: ]

b.FMC has a [removed: 72 percent] [added: 72%] undivided interest in Morenci via an unincorporated joint venture.

Following is the allocation of our estimated consolidated recoverable proven and probable mineral reserves at December 31, [removed: 2021,] [added: 2022,] by geographic location (refer to “Mining Operations” and “Mineral Reserves” for further discussion):

| North America | | | [removed: 40] [added: 44] | | % | | | | 2 | | % | | | | [removed: 79] [added: 80] | | % | a | | | | | |

| South America | | | [removed: 30] [added: 28] | | | | | | — | | | | | | [removed: 21] [added: 20] | | | | | | | | |

| Indonesia | | | [removed: 30] [added: 28] | | | | | | 98 | | | | | | — | | | | | | | | |

a.Our Henderson and Climax molybdenum mines contain [removed: 19 percent] [added: 17%] of our estimated consolidated recoverable proven and probable molybdenum reserves, and our North America copper mines contain [removed: 60 percent.][added: 63%.]

Following is the allocation of our consolidated copper, gold and molybdenum production for the year [removed: 2021] [added: 2022] by geographic location (refer to “Mining Operations” and MD&A for further information):

| North America | | | [removed: 38] [added: 35] | | % | | | | 1 | | % | | | | [removed: 76] [added: 73] | | % | a | | |

| South America | | | [removed: 27] [added: 28] | | | | | | — | | | | | | [removed: 24] [added: 27] | | | | | |

| Indonesia | | | [removed: 35] [added: 37] | | | | | | 99 | | | | | | — | | | | | |

| [Part I](#i404a2cad92d34deba102aad6f6a60266_10) | | | [1](#i404a2cad92d34deba102aad6f6a60266_10) | | |

| [Part II](#i404a2cad92d34deba102aad6f6a60266_97) | | | [74](#i404a2cad92d34deba102aad6f6a60266_97) | | |

| Item 6. Reserved | | | [75](#i404a2cad92d34deba102aad6f6a60266_103) | | |

| [Part III](#i404a2cad92d34deba102aad6f6a60266_286) | | | [178](#i404a2cad92d34deba102aad6f6a60266_286) | | |

| [Related Stockholder Matters](#i404a2cad92d34deba102aad6f6a60266_295) | | | [178](#i404a2cad92d34deba102aad6f6a60266_295) | | |

| [Part IV](#i404a2cad92d34deba102aad6f6a60266_304) | | | [179](#i404a2cad92d34deba102aad6f6a60266_304) | | |

| [Glossary of Terms](#i404a2cad92d34deba102aad6f6a60266_313) | | | [186](#i404a2cad92d34deba102aad6f6a60266_313) | | |

| [Signatures](#i404a2cad92d34deba102aad6f6a60266_316) | | | [S-1](#i404a2cad92d34deba102aad6f6a60266_316) | | |

Our results for the year 2022 reflect strong production performance, with higher consolidated copper and gold production and sales volumes when compared to 2021 and 2020.

We achieved an 11% increase in copper sales volumes and a 34% increase in gold sales volumes in 2022, compared to 2021.

Despite economic uncertainty, we continued to generate positive operating income and operating cash flows.

We believe the actions we have taken in recent years to build a solid balance sheet, successfully expand low-cost operations, and maintain flexible organic growth options while maintaining liquidity, will allow us to continue to execute our business plans in a prudent manner and preserve substantial future asset values.

For the year 2022, the London Metal Exchange (LME) copper settlement prices ranged from a high of $4.87 per pound in March (record high) to a low for the year of $3.18 per pound in July, closed at $3.80 per pound on December 30, 2022, and averaged $3.99 per pound.

Current physical market conditions are strong as evidenced by low levels of global exchange stocks.

FCX's global customer base reports continued healthy demand for copper.

Improved market sentiment beginning in late 2022 was associated with prospects for improved demand from China, rising demand from global decarbonization initiatives, supply constraints, U.S. dollar exchange rates and low inventories.

Despite near-term uncertainties in the global economy and potential volatility in the copper market, we believe the outlook for copper fundamentals in the medium- and long-term are favorable, with third-party studies indicating that demand for copper may double in 15 years as a result of global decarbonization trends.

We believe substantial new mine supply development will be required to meet the goals of the global energy transition, and higher copper prices will be required to support new mine supply development.

a.Beginning January 1, 2023, our economic interest in PT-FI is 48.76%.

Prior to January 1, 2023, our economic interest in PT-FI approximated 81%.

Refer to Note 3 for further discussion.

“Risk Factors” for discussion of factors that can cause price fluctuations.

(28%), construction (27%), consumer products (22%), transportation (12%) and industrial machinery (11%).

For the three years ended December 31, 2022, the only customer that accounted for 10% or more of our consolidated revenues was PT Smelting (PT-FI’s 39.5% owned copper smelter and refinery - refer to “Smelting Facilities and Other Mining Properties” for further discussion, including that on January 1, 2023, PT-FI's commercial arrangement with PT Smelting converted to a tolling arrangement).

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Beginning in 2023, PT-FI’s commercial arrangement with PT Smelting converted to a tolling arrangement.

Under the arrangement, PT-FI pays PT Smelting a tolling fee to smelt and refine its concentrate and will retain title to all products for sale to third parties (*i.e.,* there are no further sales from PT-FI to PT Smelting).

Refer to MD&A and Note 3 for further discussion.

At December 31, 2022, we had $1.7 billion recorded in our consolidated balance sheet for environmental obligations and $3.0 billion recorded for asset reclamation obligations.

United States.

In 2019, legislation was enacted in Colorado that eliminates our ability to use

During 2022, in connection with a presidential executive order issued on February 24, 2021, the Federal government established an Interagency Working Group (IWG) led by the Department of Interior (DOI) with expertise in mine permitting and environmental law “to identify gaps in statutes and regulations that may need to be updated to ensure new production meets strong environmental standards throughout the lifecycle of the project.” During 2022, the IWG received more than 31,600 comments in response to multiple questions in a request for information regarding possible changes to legislation, regulation and policies that affect the mining sector.

Financial assurance as well as environmental requirements governing hardrock mining continue to be key topics in comments to DOI.

EPA may issue a new proposal after considering these comments and data, and any proposal could impose additional requirements on our operations.

On January 18, 2023, the final revised definition of the “waters of the United States” issued by EPA and U.S. Army Corps of Engineers was published.

The final rule emphasizes a case-by-case approach to “waters of the United States” for tributaries and may impose significant additional restrictions on land uses in remote and arid areas.

Although court decisions can affect the scope of the final rule and legal challenges have already been filed, we will likely need federal authorization under the Clean Water Act to expand some of our operations.

“Risk Factors,” Item 3 “Legal Proceedings” and Notes 1 and 12.

*Peru.* In 2005, Peru enacted the General Environmental Law (Law No. 28611), which establishes the main environmental guidelines and principles applicable in Peru.

Pursuant to the General Environmental Law, Ministry of Energy and Mines (MINEM) issued national environmental regulations, which have gradually replaced prior guidelines governing governmental agencies environmental competencies.

| [Part I](#i43d04c9d26874e33802bdf64c458414a_10) | | | [1](#i43d04c9d26874e33802bdf64c458414a_10) | | |

| [Part II](#i43d04c9d26874e33802bdf64c458414a_94) | | | [69](#i43d04c9d26874e33802bdf64c458414a_94) | | |

| Item 6. Reserved | | | [70](#i43d04c9d26874e33802bdf64c458414a_100) | | |

| [Part III](#i43d04c9d26874e33802bdf64c458414a_289) | | | [174](#i43d04c9d26874e33802bdf64c458414a_289) | | |

| [Related Stockholder Matters](#i43d04c9d26874e33802bdf64c458414a_298) | | | [174](#i43d04c9d26874e33802bdf64c458414a_298) | | |

| [Part IV](#i43d04c9d26874e33802bdf64c458414a_307) | | | [175](#i43d04c9d26874e33802bdf64c458414a_307) | | |

| [Glossary of Terms](#i43d04c9d26874e33802bdf64c458414a_316) | | | [183](#i43d04c9d26874e33802bdf64c458414a_316) | | |

| [Signatures](#i43d04c9d26874e33802bdf64c458414a_319) | | | [S-1](#i43d04c9d26874e33802bdf64c458414a_319) | | |

Our results for 2021 reflect strong operating and financial performance, and cash flow generation.

We remained focused on cost and capital management and advanced our sustainability objectives.

Despite continued challenges associated with the COVID-19 pandemic, we achieved a 19 percent increase in copper sales volumes and a 59 percent increase in gold sales volumes in 2021, compared with 2020.

To date, our vigilant operating protocols have been effective in mitigating and preventing a major outbreak of COVID-19 at each of our operating sites.

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.

We believe that we have a high-quality portfolio of long-lived copper assets positioned to generate long-term value.

The ramp-up of underground mining at the Grasberg minerals district in Indonesia continues to advance on schedule, and in fourth-quarter 2021, we achieved quarterly copper and gold volumes approximating 100 percent of the projected annualized levels.

Also, the Lone Star copper leach project at our Safford mine is exceeding the initial design capacity of 200 million pounds annually and produced approximately 235 million pounds of copper in 2021.

During 2022, we plan to continue to advance organic growth initiatives at our operating sites, based on a favorable operational and market outlook.

During 2021, we adopted and implemented a performance-based payout framework.

“Risk Factors,” Item 5.

“Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” MD&A and Note 10 for further discussion.

a.Our economic interest in PT-FI is expected to approximate 81 percent through 2022 and 48.76 percent thereafter.

Refer to Note 3 for discussion of the PT-FI divestment transaction.

At December 31, 2021, our estimated consolidated recoverable proven and probable mineral reserves totaled 107.2 billion pounds of copper, 27.1 million ounces of gold and 3.39 billion pounds of molybdenum.

During 2021, the LME copper settlement price averaged $4.23 per pound, ranging from a low of $3.52 per pound to a record high of $4.86 per pound, and was $4.40 per pound on December 31, 2021.

times the amount of copper in terms of weight compared to vehicles of similar size with an internal combustion engine, and require copper-intensive charging station infrastructure to refuel; and (iii) renewable energy such as wind and solar, which consume four to five times the amount of copper compared to traditional fossil fuel generated power.

During 2021, the London PM gold price averaged $1,799 per ounce, ranging from a low of $1,684 per ounce to a high of $1,943 per ounce, and was $1,806 per ounce on December 30, 2021 (there was no London PM gold price quote on December 31, 2021).

During 2021, the weekly average price of molybdenum quoted by *Metals Week* averaged $15.92 per pound, ranging from a low of $10.09 per pound to a high of $20.01 per pound, and was $18.70 per pound on December 31, 2021.

Copper concentrate sales to PT Smelting (PT-FI’s 39.5-percent-owned copper smelter and refinery in Gresik, Indonesia) totaled 14 percent of our consolidated revenues for the year ended December 31, 2021, 12 percent for the year ended December 31, 2020, and 13 percent for the year ended December 31, 2019, which is the only customer that accounted for 10 percent or more of our consolidated revenues during the three years ended December 31, 2021.

During 2021,

At December 31, 2021, we had $1.7 billion recorded in our consolidated balance sheet for environmental obligations attributable to CERCLA or analogous state programs and for estimated future costs associated with environmental matters at closed facilities or closed portions of operating facilities.

On October 26, 2021, FWS published two proposed rules that rescind changes made in 2019 and 2020 to mitigate potential regulatory constraints on mining operations under the ESA.

We may be required to modify our systems or install additional equipment to address findings, new

EPA and the Department of the Army (together, the Agencies) continue to consider whether and how to regulate remote “tributaries” under the regulatory definition of “waters of the United States” that are protected by the Clean Water Act.

These requirements can impose significant additional restrictions on land uses in remote areas with only tenuous connections to active waterways.

Regulations adopted by the Agencies in 2015, 2019 and 2020 governing “waters of the United States” have been challenged by multiple states and industry parties and litigation on all three final rules is ongoing.

Most recently, a federal district court in Arizona vacated and remanded the regulations that became effective in 2020, and the Agencies subsequently published a proposed rule on December 7, 2021, that announced they will revert back to regulations in place prior to 2015.

These rules define whether we need federal authorization under the Clean Water Act to expand our operations.

We anticipate that we will dedicate more resources and money to comply and remediate in response to legislative or regulatory changes, and our ability to modify our operations to avoid these costs may be limited in the near term.

As of December 31, 2021, we had a total of seven sites that had been validated (Bagdad, Morenci, Miami, El Paso, Cerro Verde, El Abra and Atlantic Copper), and we have commenced the Copper Mark assessment process at four additional sites in North America (Chino, Tyrone, Safford and Sierrita).

As a member of ICMM, we are committed to implementation of the

Our TRIR (including contractors) per 200,000 man-hours worked was [removed: 0.69] [added: 0.77] in [removed: both 2021] [added: 2022] and [removed: 2020.][added: 0.70 in 2021.]

The metal mining sector industry average per 200,000 man-hours worked reported by the U.S. Mine Safety and Health Administration was [removed: 1.70] [added: 1.83] for [removed: 2021] [added: 2022] (preliminary for the period of January 1, [removed: 2021,] [added: 2022,] through September 30, [removed: 2021)] [added: 2022)] and [removed: 1.66] [added: 1.71] in [removed: 2020.][added: 2021.]

Refer to Exhibit 95.1 for mine safety disclosures required in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of [added: SEC] Regulation S-K.

Certain information as of February 15, [removed: 2022,] [added: 2023,] about our executive officers is set forth in the following table and accompanying text:

| Richard C. Adkerson | | | | | | [removed: 75] [added: 76] | | | | | | Chairman of the Board and Chief Executive Officer | | |

| [removed: Kathleen L. Quirk] [added: Maree E. Robertson] | | | | | | [removed: 58] [added: 47] | | | | | | [added: Senior Vice] President and Chief Financial Officer | | |

| Stephen T. Higgins | | | | | | [removed: 64] [added: 65] | | | | | | Senior Vice President and Chief Administrative Officer | | |

| Douglas N. Currault II | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President and General Counsel | | |

[removed: Mr. Adkerson previously served as Vice Chairman of] the Board from May 2013 to February 2021, President from January 2008 to February 2021 and also from April 1997 to March 2007, and Chief Financial Officer [added: (CFO)] from October 2000 to December 2003.

Quirk* has served as President since February 2021 and as [removed: Chief Financial Officer] [added: a director of the Board] since [removed: December 2003.][added: February 2023.]

Ms. Quirk previously served as [added: CFO from December 2003 to March 2022,] 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.

Higgins* has served as [removed: Senior Vice President since August 2018 and as] Chief Administrative Officer since January [removed: 2019.][added: 2019 and as Senior Vice President since August 2018.]

| Kathleen L. Quirk | | | | | | 59 | | | | | | President and Director of the Board | | |

Mr. Adkerson previously served as Vice Chairman of

*Maree E.

Robertson* has served as Senior Vice President and CFO since March 2022.

Prior to joining the company, Ms. Robertson served as CFO, Energy and Minerals of Rio Tinto Group, a multinational metals and mining company, from September 2019 to December 2021.

Prior to joining Rio Tinto, Ms. Robertson had a 17-year career at BHP Group, a multinational natural resources company, serving in a broad range of international finance functions, including Vice President, Finance, Petroleum USA; Head of Finance, Conventional and Potash, Petroleum, USA; Vice President, Finance, Potash Canada; and Vice President, Finance, Minera Escondida Ltda.

Our common stock is traded on the New York Stock Exchange under the symbol “FCX.” At January 31, [removed: 2022,] [added: 2023,] there were [removed: 10,719] [added: 10,187] holders of record of our common stock.

In February 2021, our Board of Directors (the Board) reinstated a cash dividend on our common stock (base dividend) at an annual rate of $0.30 per share, and on November 1, 2021, the Board approved a variable cash dividend on our common stock for 2022 at an [removed: expected] annual rate of $0.30 per share.

The combined annual rate of the base dividend and the variable dividend [removed: is expected to total] [added: totaled] $0.60 per share for 2022.

[removed: On] [added: In] December [removed: 22, 2021, the] [added: 2022, our] Board declared cash dividends totaling $0.15 per share [removed: (which included the] [added: on our common stock (including a] $0.075 per share quarterly base cash dividend and [removed: the] [added: a] $0.075 per share [removed: variable] [added: variable, performance-based] cash [removed: dividend) on our common stock,] [added: dividend),] which was paid on February 1, [removed: 2022,] [added: 2023,] to shareholders of record as of January [removed: 14, 2022.][added: 13, 2023.]

The declaration and payment of dividends (base or variable) is at the discretion of our Board and will depend upon our financial results, cash requirements, [removed: business prospects,] global economic conditions and other factors deemed relevant by our Board.

[removed: In] [added: a.On] November [added: 1,] 2021, our Board approved a [removed: new] share repurchase [removed: program, which authorizes] [added: program authorizing] repurchases of up to $3.0 billion of our common stock.

The following table summarizes share repurchases made by us during the three months ended December 31, [removed: 2021,] [added: 2022,] and the approximate dollar value of shares that may yet be purchased pursuant to our share repurchase program:

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

[removed: This new share repurchase program superseded and replaced] [added: On July 19, 2022, our Board authorized an increase in] the share repurchase program [removed: previously authorized by our Board in July 2008.][added: up to $5.0 billion.]

The [removed: new] share repurchase program does not obligate us to acquire any specific amount of shares and does not have an expiration date.

Based on current market conditions, the base and variable dividends on our common stock are anticipated to total $0.60 per share for 2023 (including the dividends paid on February 1, 2023), comprised of a $0.30 per share base dividend and $0.30 per share variable dividend.

| October 1-31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| November 1-30, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| December 1-31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

See Note 10 and Item 1A.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, 2022, for further discussion.

See Note 10 for further discussion.

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| October 1-31, 2021 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | — | | |

| November 1-30, 2021 | | | | | | 2,680,026 | | | | | | $ | 39.19 | | | | | 2,680,026 | | | | | | — | | |

| December 1-31, 2021 | | | | | | 10,518,245 | | | b | | | $ | 38.04 | | | | | 10,062,511 | | | | | | — | | |

| Total | | | | | | 13,198,271 | | | | | | $ | 38.27 | | | | | 12,742,537 | | | 12742537000000 | | | — | | |

a.On November 1, 2021, our Board approved a new share repurchase program authorizing repurchases of up to $3.0 billion of our common stock.

b.Includes 455,734 shares acquired in connection with stock option exercises during the period shown.

All other share repurchases were made under our publicly announced program.

*This section of our Form 10-K discusses the results of operations for the years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and comparisons between these years.

Discussion of the results of operations for the year [removed: 2019] [added: 2020] and comparisons between the years [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] are not included in this Form 10-K and can be found in Items 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk” contained in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020.*][added: 2021.*]

Our results for [removed: 2021] [added: 2022] reflect [added: solid execution of our operating plan, which resulted in] strong operating [removed: and financial performance,] [added: performance] and cash flow [removed: generation.][added: generation allowing for increased cash returns to shareholders.]

[removed: In February 2021, our Board of Directors (Board) adopted a] [added: Our] financial policy [removed: for the allocation of cash flows] [added: is] aligned with our strategic objectives of maintaining a [removed: strong] [added: solid] balance sheet and increasing cash returns to shareholders while advancing opportunities for future growth.

[removed: Our] [added: The] Board will review the structure [removed: and the amount] of the performance-based payout framework at least annually.

Refer to Note 10 and “Capital Resources and Liquidity” for further [removed: discussion of our financial policy.][added: discussion.]

[removed: - Advancement of several initiatives] [added: We are advancing efforts] to [removed: recover additional] [added: improve] copper [added: recovery] from our [removed: large existing] leach [removed: stockpiles] [added: processes, including initiatives] across our North America and South America [removed: operations, which] [added: operations to] incorporate new applications, technologies and data [removed: analytics currently being developed.][added: analytics.]

Net income attributable to common stock totaled [removed: $4.3] [added: $3.5] billion in [removed: 2021] [added: 2022] and [removed: $599 million] [added: $4.3 billion] in [removed: 2020.][added: 2021.]

Our results in [removed: 2021,] [added: 2022,] compared to [removed: 2020,] [added: 2021,] primarily reflect [removed: increased] [added: lower average realized] copper [added: prices] and [removed: gold volumes] [added: increased costs for energy, sulfuric acid,] and [removed: higher copper] [added: maintenance] and [removed: molybdenum prices,] [added: supplies,] partly offset by higher [removed: production and delivery costs] [added: copper] and [removed: provision for income taxes.][added: gold sales volumes.]

Refer to “Consolidated Results” for discussion of items impacting our consolidated results for the two years ended December 31, [removed: 2021.][added: 2022.]

[removed: At December 31, 2021, we] [added: We] had no borrowings and [removed: $3.5 billion available] [added: $8 million in letters of credit issued] under our [added: $3.0 billion] revolving credit facility.

At December 31, [removed: 2021,] [added: 2022,] our estimated consolidated recoverable proven and probable mineral reserves totaled [removed: 107.2] [added: 111.0] billion pounds of copper, [removed: 27.1] [added: 26.9] million ounces of gold and [removed: 3.39] [added: 3.53] billion pounds of molybdenum.

Refer to [added: Note 17 and] “Critical Accounting Estimates - Mineral Reserves” [removed: and Note 17] for further discussion.

During [removed: 2021,] [added: 2022,] production from our mines totaled [removed: 3.8] [added: 4.2] billion pounds of copper, [removed: 1.4] [added: 1.8] million ounces of gold and 85 million pounds of molybdenum.

Following is [removed: an] [added: the] allocation of our consolidated copper, gold and molybdenum production in [removed: 2021] [added: 2022] by geographic location:

| North America | | | [removed: 38] [added: 35] | | % | | | | 1 | | % | | | | [removed: 76] [added: 73] | | % | a | | |

| South America | | | [removed: 27] [added: 28] | | | | | | — | | | | | | [removed: 24] [added: 27] | | | | | |

| Indonesia | | | [removed: 35] [added: 37] | | | | | | 99 | | | | | | — | | | | | |

a.Our North America copper mines produced [removed: 40 percent] [added: 34%] of consolidated molybdenum production, and our Henderson and Climax molybdenum mines produced [removed: 36 percent.][added: 39%.]

Copper production from the Morenci mine in North America, Cerro Verde mine in Peru and the Grasberg minerals district in Indonesia together totaled [removed: 74 percent] [added: 75%] of our consolidated copper production in [removed: 2021.][added: 2022.]

Refer to [removed: “Markets”] [added: Note 8] for further discussion.

Following are our projected consolidated sales volumes for [removed: 2022] [added: 2023] and actual consolidated sales volumes for [removed: 2021:][added: 2022:]

| North America copper mines | | | [removed: 1,550 | | |] [added: 7] | | | [removed: 1,436] | | | [added: 18] | | |

| South America mining | | | [removed: 1,180 | | |] [added: 10] | | | [removed: 1,055] | | | [added: 7] | | |

| Indonesia mining | | | [removed: 1,570 | | |] [added: 18] | | | [removed: 1,316] | | | [added: 9] | | |

| Gold (thousands of recoverable ounces) | | | [removed: 1,580] | | | | | | [removed: 1,360] | | | | | |

| Molybdenum (millions of recoverable pounds) | | | 80 | | | a | | | [removed: 82] [added: 75] | | | | | |

Projected sales volumes are dependent on operational performance, weather-related conditions, timing of [removed: shipments] [added: shipments, PT-FI’s continued ability to export copper concentrate, including the extension of PT-FI’s export license after March 19, 2023, PT Smelting] and [added: PT-FI’s continued ability to export anode slimes and] other factors.

For [added: further discussion of the February 2023 weather event at PT-FI’s operations and] other important factors that could cause results to differ materially from projections, refer to “Cautionary Statement” below and Item 1A.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

Assuming average prices of [removed: $1,800] [added: $1,900] per ounce of gold and [removed: $19.00] [added: $20.00] per pound of molybdenum and achievement of current sales volume and cost estimates, consolidated unit net cash costs (net of by-product credits) for our copper mines are expected to average [removed: $1.35] [added: $1.60] per pound of copper in [removed: 2022.][added: 2023.]

The impact of price changes on [removed: 2022] [added: 2023] consolidated unit net cash costs would approximate [removed: $0.03] [added: $0.04] per pound [added: of copper] for each $100 per ounce change in the average price of gold and $0.02 per pound [added: of copper] for each $2 per pound change in the average price of molybdenum.

Based on current sales volume and cost estimates, and assuming average prices of [removed: $4.50] [added: $4.00] per pound of copper, [removed: $1,800] [added: $1,900] per ounce of gold and [removed: $19.00] [added: $20.00] per pound of molybdenum, our consolidated operating cash flows are estimated to approximate [removed: $8.0] [added: $7.2] billion [removed: (net of $1.3] [added: (including $0.1] billion of working capital and other [removed: uses, mostly for income tax payments)] [added: sources)] for the year [removed: 2022.][added: 2023.]

Estimated consolidated operating cash flows in [removed: 2022] [added: 2023] also reflect a projected income tax provision of [removed: $3.2] [added: $2.5] billion (refer to “Consolidated Results - Income Taxes” for further discussion of our projected income tax [removed: rate] [added: rate, including potential impacts of the provisions of the U.S. Inflation Reduction Act of 2022 (the Act),] for the year [removed: 2022).][added: 2023).]

[removed: The impact of price changes] during [removed: 2022] [added: 2023] on operating cash flows would approximate [removed: $365] [added: $440] million for each $0.10 per pound change in the average price of copper, [removed: $100] [added: $170] million for each $100 per ounce change in the average price of gold and [removed: $110] [added: $120] million for each $2 per pound change in the average price of molybdenum.

Capital expenditures for the Indonesia smelter projects [added: totaled $0.8 billion for the year 2022 and] are expected to approximate [removed: $1.4] [added: $1.8] billion for the year [removed: 2022.][added: 2023.]

[removed: Development] [added: Construction] of [added: the] additional [removed: smelting] [added: domestic smelter] capacity [removed: in Indonesia] will result in the elimination of export duties, providing an offset to the economic cost associated with the Indonesia smelter projects.

During the period from January [removed: 2012] [added: 2013] through December [removed: 2021,] [added: 2022,] the London Metal Exchange (LME) copper settlement price varied from a low of $1.96 per pound in 2016 to a record high of [removed: $4.86] [added: $4.87] per pound in [removed: 2021;] [added: 2022;] the London Bullion Market Association (London) PM gold price fluctuated from a low of $1,049 per ounce in 2015 to a record high of $2,067 per ounce in 2020, and the [removed: *Metals Week*] [added: *Platts Metals Daily*] Molybdenum Dealer Oxide weekly average price ranged from a low of $4.46 per pound in 2015 to a high of [removed: $20.01] [added: $31.37] per pound in [removed: 2021.][added: 2022.]

[removed: ][added: ]

Our execution led to growth in consolidated copper and gold production and sales volumes when compared to the prior year.

Despite lower average realized copper prices, increased production and delivery costs, and economic uncertainty, we continued to generate positive operating income and operating cash flows.

We believe the actions we have taken in recent years to build a solid balance sheet, successfully expand low-cost operations, and maintain flexible organic growth options while maintaining liquidity allow us to continue to execute our business plans in a prudent manner and preserve substantial future asset values.

At December 31, 2022, we had consolidated debt of $10.6 billion and consolidated cash and cash equivalents of $8.1 billion, resulting in net debt of $2.5 billion ($1.3 billion excluding net debt for the greenfield smelter and precious metals refinery (PMR) in Indonesia - collectively, the Indonesia smelter projects).

During 2022, we purchased approximately $1.1 billion aggregate principal amount of our senior notes in open-market transactions for a total cost of $1.0 billion, resulting in annual cash interest savings of approximately $50 million.

In October 2022, we entered into a $3.0 billion revolving credit facility that matures in October 2027 and replaced our prior revolving credit facility.

During 2022, we acquired 35.1 million shares of our common stock under our share repurchase program for a total cost of $1.3 billion ($38.36 average cost per share) and declared cash dividends totaling $0.60 per share on our common stock (which included both base and variable, performance-based cash dividends).

Approximately $3.2 billion remains available under our $5.0 billion share repurchase program.

Beginning in 2020, with the onset of the COVID-19 pandemic, and continuing in 2022 because of a series of macro-economic factors, there has been significant volatility in the financial and commodities markets, including the copper market.

Market sentiment improved beginning in late 2022 and we believe the outlook for copper fundamentals in the medium- and long-term are favorable.

Refer to “Markets” and Item 1A.

In addition, to the measures noted below and as further discussed in Note 3, beginning January 1, 2023, our economic interest in PT-FI changes from approximately 81% to 48.76%, and accordingly, net income attributable to noncontrolling interests is expected to increase in 2023.

| | | | 2023 | | | | | | 2022 | | | | | |

| Total | | | 4,160 | | | | | | 4,213 | | | | | |

Since February 11, 2023, PT-FI’s operations have been temporarily disrupted because of significant rainfall and landslides, which restricted access to infrastructure near its milling operations.

Recovery activities are in progress to clear debris from the affected areas and PT-FI is in the process of gradually resuming operations.

Operations are expected to be fully restored by the end of February 2023.

As a result of this disruption, we expect our first-quarter 2023 sales volumes to be lower than previously expected.

If PT-FI is not able to resume operations as currently expected or on our anticipated timeline, our results of operations may be further impacted.

Our operations have been impacted by inflationary cost pressures, including increased costs for energy, sulfuric acid, and maintenance and supplies.

Historically, copper prices have been correlated to various input costs, including energy and other commodity-related consumables.

During 2022, prices for a number of commodity-related consumables increased at a time when copper prices declined.

While prices for a number of commodity-related consumables have retreated from the highs of 2022, most cost elements remain high relative to long-term correlations.

In addition, labor constraints, particularly in the U.S., continue to limit production levels.

We plan to continue to carefully manage costs and drive efficiencies to mitigate cost increases.

The impact of price changes

Capital expenditures for the year 2023 are expected to approximate $5.2 billion (including $2.3 billion for major mining projects and $1.8 billion for the Indonesia smelter projects).

Projected capital expenditures for major mining projects include $1.3 billion for planned projects primarily associated with underground mine development in the Grasberg minerals district and supporting mill and power capital costs and $1.0 billion for discretionary growth projects (primarily for development of Kucing Liar, a mill recovery project with the installation of a new copper cleaner circuit at PT-FI, an electronic material recycle project at Atlantic Copper and an expansion project at Lone Star).

We closely monitor market conditions and will continue to adjust our operating plans, including capital expenditures, to protect our liquidity and preserve our asset values, as necessary.

Capital expenditures for the Indonesia smelter projects are being funded with proceeds from PT-FI's senior notes and its available revolving credit facility.

Noncontrolling Interests

Net income attributable to noncontrolling interests is primarily associated with PT-FI, Cerro Verde and El Abra and totaled $1.0 billion for the year 2022 (which represented 15% of our consolidated income before income taxes).

As further described in Note 3, in December 2018, we completed the transaction with the Indonesia government regarding PT-FI’s long-term mining rights and share ownership (the 2018 Transaction).

The arrangements related to the 2018 Transaction provided for us and the other pre-transaction PT-FI shareholders to initially retain the economics of the revenue and cost sharing arrangements under the former unincorporated joint venture with Rio Tinto plc (Rio Tinto).

As a result, our economic interest in PT-FI approximated 81% through 2022, and beginning January 1, 2023, is 48.76% (refer to Note 3 for further discussion of attribution of PT-FI net income).

Therefore, beginning in 2023, net income attributable to noncontrolling interests will reflect the noncontrolling parties' 51.24% share of PT-FI net income.

Based on current sales volume and cost estimates and assuming average prices of $4.00 per pound of copper, $1,900 per ounce of gold and $20.00 per pound of molybdenum and taking into account the change in our economic interest in PT-FI, net income attributable to noncontrolling interests is estimated to approximate $2.3 billion for the year 2023 (which would represent 29% of our consolidated income before income taxes).

The actual amount will depend on many factors, including relative performance of each business segment, commodity prices, costs and other factors.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, 2022.

Current physical market conditions are strong as evidenced by low levels of global exchange stocks, and our global customer base reports continued healthy demand for copper.

We remained focused on cost and capital management and advanced our sustainability objectives.

Despite continued challenges associated with the COVID-19 pandemic, we achieved a 19 percent increase in copper sales volumes and a 59 percent increase in gold sales volumes in 2021, compared with 2020.

During 2022, we expect to grow production and sales volumes while continuing to execute our operating plans, which we expect will provide strong cash flows to support advancement of organic growth initiatives and continue cash returns to shareholders under our established financial policy, based on a favorable operational and market outlook.

Following achievement of our net debt target in the range of $3.0 billion to $4.0 billion (excluding debt for additional smelting capacity in Indonesia), we announced in November 2021 the implementation of a performance-based payout framework, including the commencement of a new $3.0 billion share repurchase program (through February 15, 2022, we acquired 18.2 million shares of our common stock for a

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total cost of $710 million, $39.10 per share) and expected base and variable dividends on common stock totaling $0.60 per share for 2022.

As further discussed in “Operations,” highlights during 2021 include:

- The successful ramp-up of underground mining at the Grasberg minerals district, achieving quarterly copper and gold volumes in the fourth quarter approximating 100 percent of the projected annualized levels.

- Operations at the Lone Star copper leach project at our Safford mine exceeded initial design capacity of 200 million pounds of copper annually and produced approximately 235 million pounds of copper.

- Cerro Verde's concentrator facilities milling rates averaged 380,300 metric tons of ore per day, compared with 331,600 metric tons of ore per day in 2020.

Subject to ongoing monitoring of COVID-19 protocols, Cerro Verde is targeting milling rates to increase to approximately 400,000 metric tons of ore per day during 2022.

At December 31, 2021, we had consolidated debt of $9.5 billion and consolidated cash and cash equivalents of $8.1 billion, resulting in net debt of $1.4 billion.

This represents a reduction in net debt of $4.7 billion from December 31, 2020.

In 2021, we redeemed all $524 million of our 3.55% Senior Notes due 2022 at a redemption price equal to 100 percent of the principal amount, plus accrued and unpaid interest.

Our next senior note maturity is in March 2023, with redemption rights, at par, beginning in December 2022.

During 2021, we also prepaid $200 million of the Cerro Verde Term Loan (the $325 million balance at December 31, 2021, matures in June 2022).

We continue to view the long-term outlook for our business positively, supported by expected rising demand associated with limitations on supplies of copper, the global economic recovery and infrastructure development and new demand associated with clean energy.

| Total | | | 4,300 | | | | | | 3,807 | | | | | |

Consolidated sales for first-quarter 2022 are expected to approximate 970 million pounds of copper, 380 thousand ounces of gold and 20 million pounds of molybdenum.

Capital expenditures for the year 2022 are expected to approximate $4.7 billion, $3.3 billion excluding the greenfield smelter and precious metals refinery (PMR) (collectively, the Indonesia smelter projects discussed below), including $2.0 billion for major mining projects ($1.4 billion for planned major projects primarily related to development activities associated with the Grasberg Block Cave and Deep Mill Level Zone (DMLZ) underground mines and $0.6 billion for discretionary growth projects).

Copper prices have been supported by strong demand during the pandemic recovery, rising investor sentiment associated with copper’s prominent role in the global transition to cleaner energy, ongoing supply disruptions and falling inventories.

Long-term fundamentals for copper remain positive.

While the global economic recovery has put downward pressure on gold prices, many analysts expect gold prices to remain supported by the effects of elevated debt levels associated with large pandemic-related stimulus efforts and historically low United States (U.S.) interest rates.

Molybdenum prices have risen in reaction to supply constraints and increased demand, as mines in both Chile and Peru reported lower production, and logistics challenges continued globally.

During 2021, PT-FI recorded charges to provision for income taxes totaling $186 million associated with historical contested tax matters in Indonesia.

In 2021, primarily because of safety constraints and other concerns regarding our reclamation activities associated with an overburden stockpile at our Indonesia operations, we recorded a $397 million adjustment to our Indonesia AROs.

| Consolidated reserves at December 31, 2019 | | | | | | 116.0 | | | | | | 29.6 | | | | | | 3.58 | | | | | |

| 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 | | | | | |

| Net revisions | | | | | | (2.2) | | | | | | (0.4) | | | | | | (0.24) | | | | | |

| Production | | | | | | (3.8) | | | | | | (1.4) | | | | | | (0.08) | | | | | |

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

b.Includes adjustments to embedded derivatives for provisionally priced concentrate and cathode sales (refer to Note 14).

e.Includes net charges in 2020 totaling $191 million ($0.13 per share), primarily associated with the COVID-19 pandemic and revised operating plans (including employee separation costs), a framework for the resolution of all current and future potential talc-related litigation, net losses on early extinguishment of debt, metals inventory adjustments and historical contested tax audits at PT-FI.

These charges were partly offset primarily by a gain on the sale of our interests in the Kisanfu exploration project.

| Consolidated revenues - 2020 | | | $ | 14,198 | | | | | | | | | | |

| Copper | | | 1,784 | | | | | | | | | | | |

| Copper | | | 5,253 | | | | | | | | | | | |

| Molybdenum | | | 439 | | | | | | | | | | | |

Based on its assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] our Company’s internal control over financial reporting is effective based on the COSO criteria.

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

| Chief Executive Officer | | | | | | [added: Chief Financial Officer] | | |

We have audited Freeport-McMoRan Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive [removed: income (loss),] [added: income,] equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February 15, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of [removed: operations,] [added: income,] comprehensive [removed: income (loss),] [added: income,] equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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 15, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note [removed: 11] [added: 12] to the consolidated financial statements, the Company operates in the United States and multiple international tax jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge any tax position on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment to (1) determine whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measure the amount of tax benefit that qualifies for recognition. | | | | | | | | | | | |

| | | | 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 [removed: Note] [added: Notes 11 and] 12 in relation to these tax matters. | | | | | |

| *Description of the Matter* | | | 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: 2021,] [added: 2022,] the Company’s consolidated environmental obligations totaled $1.7 billion. | | | | | |

| | | | Auditing management’s accounting for environmental obligations was [removed: challenging, as] [added: challenging because] significant judgment [removed: is] [added: was] required by the Company to [removed: 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. | | | | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s [removed: 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. | | | | | |

| | | | To test the Company’s [removed: 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 models and tested the significant assumptions discussed above along with the underlying data used by the Company in its analyses. We utilized our environmental professionals 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. | | | | | |

CONSOLIDATED STATEMENTS OF [removed: OPERATIONS][added: INCOME]

| [removed: | | | 2021] [added: Chile] | | | | | | [removed: 2020] [added: 2020-2021] | | | | | | [removed: 2019] [added: 2019,2022] | | |

| Revenues | | | $ | [removed: 22,845] [added: 22,780] | | | | | $ | [removed: 14,198] [added: 22,845] | | | | | $ | [removed: 14,402] [added: 14,198] | |

| Production and delivery | | | [removed: 12,016] [added: 13,041] | | | | | | [removed: 10,031] [added: 12,016] | | | | | | [removed: 11,534] [added: 10,031] | | |

| Depreciation, depletion and amortization | | | [removed: 1,998] [added: 2,019] | | | | | | [removed: 1,528] [added: 1,998] | | | | | | [removed: 1,412] [added: 1,528] | | |

| Metals inventory adjustments | | | [removed: 16] [added: 29] | | | | | | [removed: 96] [added: 16] | | | | | | [removed: 179] [added: 96] | | |

| Total cost of sales | | | [removed: 14,030] [added: 15,089] | | | | | | [removed: 11,655] [added: 14,030] | | | | | | [removed: 13,125] [added: 11,655] | | |

| Selling, general and administrative expenses | | | [removed: 383] [added: 420] | | | | | | [removed: 370] [added: 383] | | | | | | [removed: 394] [added: 370] | | |

| Mining exploration and research expenses | | | [removed: 55] [added: 115] | | | | | | [removed: 50] [added: 55] | | | | | | [removed: 104] [added: 50] | | |

| Environmental obligations and shutdown costs | | | [removed: 91] [added: —] | | | | | | [added: | | | | | | (1) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 1 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | |] 159 | | | [added: c] | | | [removed: 105] [added: 159] | | | [added: | | |]

| Net gain on sales of assets | | | [removed: (80)] [added: (2)] | | | | | | [removed: (473)] [added: (80)] | | | | | | [removed: (417)] [added: (473)] | | |

| Total costs and expenses | | | [removed: 14,479] [added: 15,743] | | | | | | [removed: 11,761] [added: 14,479] | | | | | | [removed: 13,311] [added: 11,761] | | |

| Operating income | | | [removed: 8,366] [added: 7,037] | | | | | | [removed: 2,437] [added: 8,366] | | | | | | [removed: 1,091] [added: 2,437] | | |

| Interest expense, net | | | [removed: (602)] [added: (560)] | | | | | | [removed: (598)] [added: (602)] | | | | | | [removed: (620)] [added: (598)] | | |

| Net [removed: loss] [added: gain (loss)] on early extinguishment of debt | | | [removed: —] [added: 31] | | | | | | [removed: (101)] [added: —] | | | | | | [removed: (27)] [added: (101)] | | |

| Other [removed: (expense) income,] [added: income (expense),] net | | | [removed: (105)] [added: 207] | | | | | | [removed: 59] [added: (105)] | | | | | | [removed: (138)] [added: 59] | | |

| Income from continuing operations before income taxes and equity in affiliated companies’ net earnings | | | [removed: 7,659] [added: 6,715] | | | | | | [removed: 1,797] [added: 7,659] | | | | | | [removed: 306] [added: 1,797] | | |

| Provision for income taxes | | | [removed: (2,299)] [added: (2,267)] | | | | | | [removed: (944)] [added: (2,299)] | | | | | | [removed: (510)] [added: (944)] | | |

| Equity in affiliated companies’ net earnings | | | [removed: 5] [added: 31] | | | | | | [removed: 12] [added: 5] | | | | | | 12 | | |

| Net income [removed: (loss) from continuing operations] | | | [removed: 5,365] [added: 4,479] | | | | | | [removed: 865] [added: 5,365] | | | | | | [removed: (192)] [added: 865] | | |

| Net income [removed: (loss)] | | | [removed: 5,365] [added: $] | [added: 4,479] | | | | | [removed: 865] [added: $] | [added: 5,365] | | | | | [removed: (189)] [added: $] | [added: 865] | |

| Net income attributable to noncontrolling interests | | | [removed: (1,059)] [added: (1,011)] | | | | | | [removed: (266)] [added: (1,059)] | | | | | | [removed: (50)] [added: (266)] | | |

| Net income [removed: (loss)] attributable to common stockholders | | | $ | [removed: 4,306] [added: 3,468] | | | | | $ | [removed: 599] [added: 4,306] | | | | | $ | [removed: (239)] [added: 599] | |

| [removed: Basic net] [added: Net] income [removed: (loss)] per share attributable to common stockholders: | | | | | | | | | | | | | | | | | |

| [added: Basic] | | | $ | [removed: 2.93] [added: 2.40] | | | | | $ | [removed: 0.41] [added: 2.93] | | | | | $ | [removed: (0.17)] [added: 0.41] | |

| /s/ Richard C. Adkerson | | | | | | /s/ Maree E. Robertson | | |

| Richard C. Adkerson | | | | | | Maree E. Robertson | | |

February 15, 2023

| Prior service costs arising during the period | | | (1) | | | | | | — | | | | | | — | | |

| Treasury stock purchases | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | | | | | (1,347) | | | | | | (1,347) | | | | | | — | | | | | | (1,347) | | |

| Dividends | | | — | | | | | | — | | | | | | (864) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (864) | | | | | | (820) | | | | | | (1,684) | | |

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

| Balance at December 31, 2022 | | | 1,613 | | | | | | $ | 161 | | | | | $ | 25,322 | | | | | $ | (3,907) | | | | | $ | (320) | | | | | 183 | | | | | | $ | (5,701) | | | | | $ | 15,555 | | | | | $ | 9,316 | | | | | $ | 24,871 | |

Investments in unconsolidated companies over which FCX has the ability to exercise significant influence, but does not control, are accounted for under the equity method and include PT-FI’s investment in PT Smelting (refer to Note 3 for further discussion).

Each mine site maintains one work-in-progress balance on a weighted-average cost basis for each process (*i.e.*, leach, mill or concentrate leach) regardless of the number of stockpile systems at that site.

| (shares in millions) | | | | | | | | | | | | | | | | | | | | |

Excluded shares of common stock totaled 1 million shares in 2022, 5 million shares in 2021 and 31 million shares in 2020.

Subsequent Events. Since February 11, 2023, PT-FI’s operations have been temporarily disrupted because of significant rainfall and landslides, which restricted access to infrastructure near its milling operations.

Recovery activities are in progress to clear debris from the affected areas and PT-FI is in the process of gradually resuming operations.

Operations are expected to be fully restored by the end of February 2023.

In 2022, KCHL sold these shares for $60 million.

In December 2019, FCX completed the sale of its interest in the lower zone of the Timok

In 2020, FCX realized and collected contingent consideration of $60 million and no additional amount is realizable.

FMC has a 72% interest in Morenci (refer to “Joint Venture.

Additionally, as discussed above, the existing PT-FI shareholders will retain

In addition, because PT-FI did not achieve the Gold Target (as defined in the PT-FI Shareholders Agreement) during the Initial Period, PT-FI’s net income and cash dividends associated with the sale of approximately 190,000 ounces of gold in 2023 will be attributed approximately 81% to FCX and 19% to MIND ID.

Joint Ventures.

*PT Smelting.* PT Smelting is an Indonesia company that owns a copper smelter and refinery in Gresik, Indonesia.

In 1996, PT-FI entered into a joint venture and shareholder agreement with MMC to jointly construct the PT Smelting facilities.

PT Smelting, which commenced operations in 1999, was the first and currently the only operating copper smelter facility in Indonesia.

PT-FI owns 39.5% of the outstanding common stock of PT Smelting.

MMC owns the remaining 60.5% of PT Smelting’s outstanding common stock and serves as the operator of the facilities.

FCX has determined that PT Smelting is a variable interest entity (VIE), however, as mutual consent of both PT-FI and MMC is required to make the decisions that most significantly impact the economic performance of PT Smelting, PT-FI is not the primary beneficiary.

As PT-FI has the ability to exercise significant influence over PT Smelting, it accounts for its investment in PT Smelting under the equity method (refer to Note 6).

PT-FI’s maximum exposure to loss is its investment in PT Smelting and its loan to fund the expansion (refer to Note 6).

Additionally, refer to Note 6 for the carrying values of PT-FI’s trade receivable balances from PT Smelting for sales of concentrate.

PT-FI’s equity in PT Smelting’s earnings totaled $24 million in 2022, $6 million in 2021 and $11 million in 2020.

Beginning in 2023, PT-FI's commercial arrangement with PT Smelting converted to a tolling arrangement.

| | | | 2022 | | | | | | 2021 | | | | | |

El Abra Stockpile Adjustment.

In 2022, the El Abra mine revised its estimated recovery rate assumptions for specific ore types expected to be processed from its existing leach stockpile.

The revised estimates resulted in a 135 million pound reduction in future estimated recoverable copper from this leach stockpile, which is being phased out.

This revised estimate did not have a significant impact on FCX’s consolidated site production and delivery costs in 2022.

In 2022, based on an annual review of leach stockpiles, FCX increased its estimated recoverable copper in leach stockpiles at Morenci by 213 million pounds (net of joint venture interest).

This revised estimate did not have a significant impact on FCX’s consolidated site production and delivery costs in 2022.

| /s/ Richard C. Adkerson | | | | | | /s/ Kathleen L. Quirk | | |

| Richard C. Adkerson | | | | | | Kathleen L. Quirk | | |

[Table of](#i43d04c9d26874e33802bdf64c458414a_7) [C](#i43d04c9d26874e33802bdf64c458414a_7)[ontents](#i43d04c9d26874e33802bdf64c458414a_7)

February 15, 2022

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

| Net gain from discontinued operations | | | — | | | | | | — | | | | | | 3 | | |

| Continuing operations | | | $ | 2.93 | | | | | $ | 0.41 | | | | | $ | (0.17) | |

| Discontinued operations | | | — | | | | | | — | | | | | | — | | |

| Continuing operations | | | $ | 2.90 | | | | | $ | 0.41 | | | | | $ | (0.17) | |

| Payments for Cerro Verde royalty dispute | | | | | | (421) | | | | | | (139) | | | | | | (187) | | |

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

| Balance at January 1, 2019 | | | 1,579 | | | | | | $ | 158 | | | | | $ | 26,013 | | | | | $ | (12,041) | | | | | $ | (605) | | | | | 130 | | | | | | $ | (3,727) | | | | | $ | 9,798 | | | | | $ | 8,094 | | | | | $ | 17,892 | |

| Dividends | | | — | | | | | | — | | | | | | (291) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (291) | | | | | | (73) | | | | | | (364) | | |

| Changes in noncontrolling interests | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1) | | | | | | (11) | | | | | | (12) | | |

| Adjustment for deferred taxes | | | — | | | | | | — | | | | | | (22) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (22) | | | | | | — | | | | | | (22) | | |

Investments in unconsolidated companies owned 20 percent or more are recorded using the equity method.

| Net income (loss) from continuing operations | | | $ | 5,365 | | | | | $ | 865 | | | | | $ | (192) | | | | |

| Net income from discontinued operations | | | — | | | | | | — | | | | | | 3 | | | | | |

| Net income (loss) attributable to common stockholders | | | $ | 4,299 | | | | | $ | 596 | | | | | $ | (242) | | | | |

| Basic net income (loss) per share attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 2.93 | | | | | $ | 0.41 | | | | | $ | (0.17) | | | | |

| Discontinued operations | | | — | | | | | | — | | | | | | — | | | | | |

| Diluted net income (loss) per share attributable to common stockholders: | | | | | | | | | | | | | | | | | | | | |

| Continuing operations | | | $ | 2.90 | | | | | $ | 0.41 | | | | | $ | (0.17) | | | | |

a.Excludes approximately 11 million shares of common stock in 2019 associated with outstanding stock options with exercise prices less than the average market price of FCX’s common stock and RSUs that were anti-dilutive.

Stock options for 5 million shares of common stock in 2021, 31 million shares in 2020 and 42 million shares in 2019 were excluded.

Reclassifications. For comparative purposes, certain prior year amounts have been reclassified to other, net on FCX’s consolidated statements of cash flows to conform with the current year presentation.

Additionally, FCX has revised prior year amounts related to activities associated with its reserve for unrecognized tax benefits in conjunction with uncertain tax positions.

In fourth-quarter 2019, FCX completed the sale of its cobalt refinery in Kokkola, Finland, and related cobalt cathode precursor business (consisting of approximately $271 million of assets and $63 million of liabilities at the time of closing) to Umicore for total cash consideration of approximately $200 million, including approximately $50 million of working capital.

FCX recorded a gain of $59 million in 2019 ($33 million to net loss attributable to common stock) associated with this transaction.

PT-FI has continued to account for its investment in PT Smelting using the equity method since it does not have control over PT Smelting.

The Kisanfu project, located in the Democratic Republic of Congo, is an undeveloped cobalt and copper resource.

As a result of this transaction, FCX recorded a gain of $343 million in 2019, consisting of the cash consideration ($240 million) and the aggregate discounted amount of the three installment payments ($103 million).

The contingent consideration was considered a derivative, and the fair value was adjusted through December 31, 2019.

FCX realized and collected in January 2020 contingent consideration of $60 million because the average cobalt price exceeded $20 per pound during the 24-month period ending December 31, 2019 (no amount was realized associated with the copper price).

Gains resulting from changes in the fair value of the contingent consideration derivative totaling $3 million in 2019 were included in net income from discontinued operations and primarily resulted from fluctuations in cobalt prices.

In accordance with accounting guidance, FCX reported the results from TFHL as discontinued operations in the consolidated statements of operations because the disposal represented a strategic shift that had a major effect on operations.

consolidation of an entity, notwithstanding the lack of majority ownership, is necessary to present fairly the financial position and results of operations of the registrant, because of the existence of a parent-subsidiary relationship by means other than record ownership of voting stock.

PT-FI paid dividends totaling $1.3 billion during 2021, of which $1.0 billion was paid to FCX.

No other dividends have been paid by PT-FI during the Initial Period.

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2021,] [added: 2022,] 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 Nominees,” “Board Committees,” and “Board and Committee Independence; Audit Committee Financial Experts,” and “Corporate Governance Guidelines; Principles of Business Conduct,” of our definitive proxy statement to be filed with the United States Securities and Exchange Commission (SEC), relating to our [removed: 2022] [added: 2023] annual meeting of stockholders, is incorporated herein by reference.

The information [added: required by this item will be] 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: 2022] [added: 2023] annual meeting of stockholders, [added: and] 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: 2022] [added: 2023] annual meeting of stockholders, is incorporated herein by reference.

Only our [added: stockholder-approved] 2016 Stock Incentive [removed: Plan, which was previously approved by our stockholders,] [added: Plan] has shares of our common stock available for future grant.

The following table presents information regarding our equity compensation plans as of December 31, [removed: 2021:][added: 2022:]

| Equity compensation plans [added: not] approved by security holders | | | [removed: 29,954,073] [added: 56,025] | | | [removed: a] [added: b] | | | $ | [removed: 23.74] [added: 29.47] | | [removed: 30,713,851] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: 157,545] [added: 19,028,691] | | | [removed: b] [added: a] | | | $ | [removed: 27.00] [added: 17.64] | | [removed: —] [added: 25,531,527] | | |

a.Includes shares of our common stock issuable upon the vesting of [removed: 3,338,781] [added: 3,099,839] restricted stock units (RSUs) and [removed: 3,875,625] [added: 3,200,625] performance share units at maximum performance levels, and the termination of deferrals with respect to 1,197,900 RSUs that were vested as of December 31, [removed: 2021.][added: 2022.]

b.Represents securities to be issued under awards assumed in our acquisition of McMoRan Exploration Co. and includes shares issuable upon the termination of deferrals with respect to 13,500 RSUs that were vested as of December 31, [removed: 2021,] [added: 2022,] which awards are not reflected in column (b) because they do not have an exercise price.

| Total | | | 19,084,716 | | | | | | $ | 17.69 | | 25,531,527 | | |

| Total | | | 30,111,618 | | | | | | $ | 23.76 | | 30,713,851 | | |

The information set forth under the captions “Certain Transactions” and “Board and Committee Independence; Audit Committee Financial Experts” of our definitive proxy statement to be filed with the SEC, relating to our [removed: 2022] [added: 2023] 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 (including fees billed to us by Ernst & Young, PCAOB ID No. 42), relating to our [removed: 2022] [added: 2023] annual meeting of stockholders, is incorporated herein by reference.

The consolidated statements of [removed: operations,] [added: income,] comprehensive [removed: income (loss),] [added: income,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and have issued our report thereon dated February 15, [removed: 2022] [added: 2023] included elsewhere in this Form 10-K.

| Year Ended December 31, 2021 | | | | | | [removed: $ |] 4,732 | | | | | [removed: $] | (596) | | [removed: a] | [added: c] | | [removed: $] | (49) | | [removed: b] | [added: b] | | [removed: $] | — | | | | | [removed: $] | 4,087 | | [added: |]

| Year Ended December 31, 2020 | | | | | | 4,576 | | | | | | 200 | | | [removed: c] [added: d] | | | (16) | | | b | | | (28) | | | [removed: d] [added: e] | | | 4,732 | | |

| Year Ended December 31, [removed: 2019] [added: 2022] | | | | | | [removed: 4,507] [added: $] | [added: 59] | | | | | [removed: 50] [added: $] | [added: (32)] | | [removed: e] | | | [removed: 19] [added: $] | [added: —] | | [removed: b] | | | [removed: —] [added: $] | [added: (3)] | | [added: f] | | | [removed: 4,576] [added: $] | [added: 24] | |

| Year Ended December 31, 2021 | | | | | | [removed: $ |] 82 | | | | | [removed: $] | 18 | | | | | [removed: $] | — | | | | | [removed: $] | (41) | | [removed: f] | [added: f] | | [removed: $] | 59 | | [added: |]

| Year Ended December 31, [removed: 2019] [added: 2022] | | | | | | [removed: 62] [added: $] | [added: 4,087] | | | | | [removed: —] [added: $] | [added: (87)] | | [added: a] | | | [removed: —] [added: $] | [added: (15)] | | [added: b] | | | [removed: (4)] [added: $] | [added: —] | | [removed: f] | | | [removed: 58] [added: $] | [added: 3,985] | |

[removed: a.Primarily] [added: c.Primarily] relates to [removed: a] [added: decreases of] $219 million [removed: decrease] associated with U.S. federal [removed: net operating losses (NOLs)] [added: NOL carryforwards] utilized during 2021, [removed: a] $105 million [removed: decrease] related to expiration of U.S. foreign tax [removed: credits,] [added: credits] and [removed: a] $228 million [removed: decrease] associated with PT Rio Tinto NOLs resulting from positive evidence supporting future taxable income against which NOLs can be used.

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

[removed: c.Primarily] [added: d.Primarily] relates to a $250 million increase in U.S. federal NOL carryforwards, partly offset by a $75 million decrease in U.S. foreign tax credits associated with [removed: expirations,] [added: expirations] and [removed: a] [added: an] $11 million decrease in U.S. deferred tax assets for which no benefit is expected to be realized.

| [removed: [4.1](<http://www.sec.gov/Archives/edgar/data/0000831259/000083125921000009/a4q2020exhibit41.htm >)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit41.htm)] | | | Description of Common Stock of Freeport-McMoRan Inc. | | | | | | 10-K | | | 001-11307-01 | | | 2/16/2021 | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q42018exhibit105.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q42018exhibit105.htm)] | | | Shareholders Agreement dated as of December 21, 2018, among FCX, PT Freeport Indonesia, PT Indonesia Papua Metal Dan Mineral and PT Indonesia Asahan Aluminium (Persero). | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2019 | | |

| [removed: [10.6](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/d693417dex106.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/d693417dex106.htm)] | | | PT Freeport Indonesia Special Mining License (IUPK) from the Minister of Energy and Mineral Resources of the Republic of Indonesia (English translation). | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2019 | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit109.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit109.htm)] | | | Third Amended and Restated Joint Venture and Shareholders Agreement dated as of December 11, 2003 among PT Freeport Indonesia, Mitsubishi Corporation, Nippon Mining & Metals Company, Limited and PT Smelting, as amended by the First Amendment dated as of September 30, 2005, and the Second Amendment dated as of April 30, 2008. | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2015 | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/78066/000095012305003414/y06968exv10w1.txt)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/78066/000095012305003414/y06968exv10w1.txt)] | | | Participation Agreement, dated as of March 16, 2005, among Phelps Dodge Corporation, Cyprus Amax Minerals Company, a Delaware corporation, Cyprus Metals Company, a Delaware corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Summit Global Management, B.V., a Dutch corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta. | | | | | | 8-K | | | 001-00082 | | | 3/22/2005 | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/78066/000095012305007134/y09744exv10w1.txt)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/78066/000095012305007134/y09744exv10w1.txt)] | | | Shareholders Agreement, dated as of June 1, 2005, among Phelps Dodge Corporation, Cyprus Climax Metals Company, a Delaware corporation, Sumitomo Corporation, a Japanese corporation, Sumitomo Metal Mining Co., Ltd., a Japanese corporation, Summit Global Management B.V., a Dutch corporation, SMM Cerro Verde Netherlands, B.V., a Dutch corporation, Compañia de Minas Buenaventura S.A.A., a Peruvian sociedad anonima abierta, and Sociedad Minera Cerro Verde S.A.A., a Peruvian sociedad anonima abierta. | | | | | | 8-K | | | 001-00082 | | | 6/7/2005 | | |

| [removed: [10.10](http://www.sec.gov/Archives/edgar/data/831259/000119312518125774/d545664dex101.htm)] [added: [10.6](http://www.sec.gov/Archives/edgar/data/831259/000119312522268354/d390643dex101.htm)] | | | Revolving Credit Agreement dated as of [removed: April 20, 2018,] [added: October 19, 2022,] among FCX, PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto. | | | | | | 8-K | | | [removed: 001-11307-0] [added: 001-11307-01] | | | [removed: 4/23/2018] [added: 10/25/2022] | | |

| [removed: [10.14](http://www.sec.gov/Archives/edgar/data/831259/000083125913000075/fcxexhibit101.htm)*] [added: [10.7](http://www.sec.gov/Archives/edgar/data/831259/000083125913000075/fcxexhibit101.htm)*] | | | Letter Agreement dated as of December 19, 2013, by and between FCX and Richard C. Adkerson. | | | | | | 8-K | | | 001-11307-01 | | | 12/23/2013 | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1015.htm)*] [added: [10.8](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1015.htm)*] | | | FCX Director Compensation. | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/15/2022] | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/831259/000083125909000018/ex10-32.htm)*] [added: [10.9](http://www.sec.gov/Archives/edgar/data/831259/000083125909000018/ex10-32.htm)*] | | | Amended and Restated Executive Employment Agreement dated effective as of December 2, 2008, between FCX and Kathleen L. Quirk. | | | | | | 10-K | | | 001-11307-01 | | | 2/26/2009 | | |

| [removed: [10.17](http://www.sec.gov/Archives/edgar/data/831259/000083125911000029/ex10-2.htm)*] [added: [10.10](http://www.sec.gov/Archives/edgar/data/831259/000083125911000029/ex10-2.htm)*] | | | Amendment to Amended and Restated Executive Employment Agreement dated December 2, 2008, by and between FCX and Kathleen L. Quirk, dated April 27, 2011. | | | | | | 8-K | | | 001-11307-01 | | | 4/29/2011 | | |

| [removed: [10.18](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1018.htm)*] [added: [10.11](https://www.sec.gov/Archives/edgar/data/831259/000083125923000013/a4q2022exhibit1011.htm)*] | | | FCX Executive Services Program. | | | X | | | | | | | | | | | |

| [removed: [10.19](http://www.sec.gov/Archives/edgar/data/831259/000083125907000021/exhibit10_1.htm)*] [added: [10.12](http://www.sec.gov/Archives/edgar/data/831259/000083125907000021/exhibit10_1.htm)*] | | | FCX Supplemental Executive Retirement Plan, as amended and restated. | | | | | | 8-K | | | 001-11307-01 | | | 2/5/2007 | | |

| [removed: [10.20](http://www.sec.gov/Archives/edgar/data/831259/000083125908000055/ex10-38.htm)*] [added: [10.13](http://www.sec.gov/Archives/edgar/data/831259/000083125908000055/ex10-38.htm)*] | | | FCX 1996 Supplemental Executive Capital Accumulation Plan. | | | | | | 10-Q | | | 001-11307-01 | | | 5/12/2008 | | |

| [removed: [10.21](http://www.sec.gov/Archives/edgar/data/831259/000083125908000055/ex10-39.htm)*] [added: [10.14](http://www.sec.gov/Archives/edgar/data/831259/000083125908000055/ex10-39.htm)*] | | | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment One. | | | | | | 10-Q | | | 001-11307-01 | | | 5/12/2008 | | |

| [removed: [10.22](http://www.sec.gov/Archives/edgar/data/831259/000083125909000018/ex10-38.htm)*] [added: [10.15](http://www.sec.gov/Archives/edgar/data/831259/000083125909000018/ex10-38.htm)*] | | | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Two. | | | | | | 10-K | | | 001-11307-01 | | | 2/26/2009 | | |

| [removed: [10.23](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit1039.htm)*] [added: [10.16](http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit1028.htm)*] | | | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Three. | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2015 | | |

| [removed: [10.24](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit1040.htm)*] [added: [10.17](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit1040.htm)*] | | | FCX 1996 Supplemental Executive Capital Accumulation Plan Amendment Four. | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2015 | | |

| [removed: [10.25](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit1041.htm)*] [added: [10.18](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit1041.htm)*] | | | FCX 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated effective January 1, 2015. | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2015 | | |

| [removed: [10.26](<http://www.sec.gov/Archives/edgar/data/0000831259/000083125921000009/a4q2020exhibit1026.htm >)*] [added: [10.19](http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit1026.htm)*] | | | FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment One. | | | | | | 10-K | | | 001-11307-01 | | | 2/16/2021 | | |

| [removed: [10.27](<http://www.sec.gov/Archives/edgar/data/831259/000083125909000018/ex10-38.htm >)*] [added: [10.20](http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit1027.htm)*] | | | FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment Two. | | | | | | 10-K | | | 001-11307-01 | | | 2/16/2021 | | |

| [removed: [10.28](<http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit1028.htm >)*] [added: [10.21](http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit1028.htm)*] | | | FCX 2005 Supplemental Executive Capital Accumulation Plan Amendment Three. | | | | | | 10-K | | | 001-11307-01 | | | 2/16/2021 | | |

| [removed: [10.29](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q418exhibit1025.htm)*] [added: [10.22](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q418exhibit1025.htm)*] | | | Freeport Minerals Corporation Supplemental Retirement Plan, as amended and restated. | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2019 | | |

| [removed: [10.30](http://www.sec.gov/Archives/edgar/data/831259/000083125907000072/exhibit10_30.htm)*] [added: [10.24](http://www.sec.gov/Archives/edgar/data/831259/000083125914000006/q413exhibit1039.htm)*] | | | FCX [removed: 2003] [added: Amended and Restated 2006] Stock Incentive [removed: Plan, as amended and restated.] [added: Plan.] | | | | | | [removed: 10-Q] [added: 10-K] | | | 001-11307-01 | | | [removed: 5/10/2007] [added: 2/27/2014] | | |

| [removed: [10.31](http://www.sec.gov/Archives/edgar/data/831259/000083125910000048/ex10-3.htm)*] [added: [10.23](http://www.sec.gov/Archives/edgar/data/831259/000083125910000048/ex10-3.htm)*] | | | FCX 2004 Director Compensation Plan, as amended and restated. | | | | | | 10-Q | | | 001-11307-01 | | | 8/6/2010 | | |

| [removed: [10.32](http://www.sec.gov/Archives/edgar/data/831259/000083125914000006/q413exhibit1039.htm)*] [added: [10.25](http://www.sec.gov/Archives/edgar/data/831259/000083125916000081/exhibit10106082016.htm)*] | | | FCX [removed: Amended and Restated 2006] [added: 2016] Stock Incentive Plan. | | | | | | [removed: 10-K] [added: 8-K] | | | 001-11307-01 | | | [removed: 2/27/2014] [added: 6/9/2016] | | |

| [removed: [10.33](http://www.sec.gov/Archives/edgar/data/831259/000083125916000081/exhibit10106082016.htm)*] [added: [10.33](http://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1042.htm)*] | | | FCX [removed: 2016 Stock Incentive] [added: Executive Change in Control Severance] Plan. | | | | | | [removed: 8-K] [added: 10-K] | | | 001-11307-01 | | | [removed: 6/9/2016] [added: 2/15/2022] | | |

| [removed: [10.34](http://www.sec.gov/Archives/edgar/data/831259/000083125910000041/ex10-2.htm)*] [added: [10.27](http://www.sec.gov/Archives/edgar/data/831259/000083125917000012/q416exhibit1055.htm)*] | | | Form of Notice of Grant of [removed: Nonqualified Stock Options and] Restricted Stock Units [removed: under the 2006 Stock Incentive Plan] (for grants made to non-management [removed: directors and advisory] directors). | | | | | | [removed: 8-K] [added: 10-K] | | | 001-11307-01 | | | [removed: 6/14/2010] [added: 2/24/2017] | | |

| [removed: [10.35](http://www.sec.gov/Archives/edgar/data/831259/000083125914000006/q413exhibit1051.htm)*] [added: [10.26](http://www.sec.gov/Archives/edgar/data/831259/000083125914000006/q413exhibit1051.htm)*] | | | Form of Nonqualified Stock Options Grant Agreement under the FCX stock incentive plans (effective February 2014). | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2014 | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1050.htm)*] [added: [10.28](http://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1050.htm)*] | | | Form of Performance Share Unit Agreement (effective February 2018). | | | | | | 10-K | | | 001-11307-01 | | | 2/20/2018 | | |

February 15, 2023

a.Primarily relates to $163 million of United States (U.S.) federal net operating losses (NOLs) utilized during 2022 and a $22 million decrease related to expirations of U.S. foreign tax credits, partially offset by an increase of $104 million, primarily associated with current year changes in U.S. federal temporary differences.

e.Relates to sale of FCX’s interest in the Kisanfu undeveloped project.

February 15, 2022

d.Relates to sale of interest in Kisanfu.

e.Primarily relates to a $208 million increase in 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 NOL carryforwards

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

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

| | | | | | | Filed | | | | | | | | | | | |

| Exhibit | | | | | | with this | | | Incorporated by Reference | | | | | | | | |

| Number | | | Exhibit Title | | | Form 10-K | | | Form | | | File No. | | | Date Filed | | |

| [10.1](http://www.sec.gov/Archives/edgar/data/831259/000083125901500022/exh103.txt) | | | Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. | | | | | | S-3 | | | 333-72760 | | | 11/5/2001 | | |

| [10.2](http://www.sec.gov/Archives/edgar/data/831259/000083125915000016/q414exhibit108.htm) | | | Amendment No. 1, dated as of March 19, 1998, Amendment No. 2 dated as of December 1, 2000, Amendment No. 3 dated as of January 1, 2003, Amendment No. 4 dated as of May 10, 2004, Amendment No. 5 dated as of March 19, 2009, Amendment No. 6 dated as of January 1, 2011, and Amendment No. 7 dated as of October 29, 2012, to the Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. | | | | | | 10-K | | | 001-11307-01 | | | 2/27/2015 | | |

| [10.3](http://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1012.htm) | | | Amendment No. 8 dated as of April 16, 2014 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting. | | | | | | 10-K | | | 001-11307-01 | | | 2/20/2018 | | |

| [10.4](http://www.sec.gov/Archives/edgar/data/831259/000083125918000008/q417exhibit1013.htm) | | | Amendment No. 9 dated as of April 10, 2017 to the Concentrate Purchase and Sales Agreement dated December 11,1996 between PT Freeport Indonesia and PT Smelting. | | | | | | 10-K | | | 001-11307-01 | | | 2/20/2018 | | |

| [10.11](http://www.sec.gov/Archives/edgar/data/831259/000083125919000017/fcxexhibit101-5x2x2019.htm) | | | First Amendment dated as of May 2, 2019 to the Revolving Credit Agreement dated as of April 20, 2018, among Freeport-McMoRan Inc., PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto. | | | | | | 8-K | | | 001-11307-01 | | | 5/2/2019 | | |

| [10.12](http://www.sec.gov/Archives/edgar/data/831259/000083125919000041/exhibit101-11x25x2019.htm) | | | Second Amendment dated as of November 25, 2019 to the Revolving Credit Agreement dated as of April 20, 2018, as amended by that certain First Amendment dated as of May 2, 2019, among Freeport-McMoRan Inc., PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as syndication agent, and each of the lenders and issuing banks party thereto. | | | | | | 8-K | | | 001-11307-01 | | | 11/25/2019 | | |

| [10.13](http://www.sec.gov/Archives/edgar/data/831259/000083125920000024/exhibit101-6x3x2020.htm) | | | Third Amendment dated as of June 3, 2020 to the Revolving Credit Agreement dated as of April 20, 2018, as amended, among FCX, PT Freeport Indonesia, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto. | | | | | | 8-K | | | 001-11307-01 | | | 6/3/2020 | | |

| [10.36](http://www.sec.gov/Archives/edgar/data/831259/000083125917000012/q416exhibit1055.htm)* | | | Form of Notice of Grant of Restricted Stock Units (for grants made to non-management directors). | | | | | | 10-K | | | 001-11307-01 | | | 2/24/2017 | | |

| [10.42](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1042.htm)* | | | FCX Executive Change in Control Severance Plan. | | | X | | | | | | | | | | | |

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 15, [removed: 2022.][added: 2023.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on February 15, [removed: 2022.][added: 2023.]

| /s/ [removed: Kathleen L. Quirk] [added: Maree E. Robertson] | | | [added: Senior Vice] President and Chief Financial Officer | | |

| [removed: Kathleen L. Quirk] [added: Maree E. Robertson] | | | (Principal Financial Officer) | | |

| * | | | Vice President and Chief Accounting Officer | | |

| Ellie L. Mikes | | | (Principal Accounting Officer) | | |

| Kathleen L. Quirk | | | | | |

| * | | | Director | | |

| | | | | | |

S-183

S-184

S-185

| * | | | Vice President and Controller - Financial Reporting | | |

| C. Donald Whitmire, Jr. | | | (Principal Accounting Officer) | | |