Freeport-McMoRan (FCX) 10-K risk factor changes: FY2023 vs FY2022

*This report contains forward-looking statements in which we discuss our potential future [removed: performance.][added: performance, operations and projects.]

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

We caution readers that forward-looking statements are not guarantees of future performance and [removed: our] actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements.

[removed: Below is a summary] [added: If any] of the [removed: risk factors that] [added: following risks occur, they] may have a material adverse impact on our business, financial performance, stock price, results of operations, operating flexibility, reputation, costs or [removed: liabilities.][added: liabilities and you could lose part or all of your investment.]

[removed: In addition to this summary and the more detailed description of each risk factor that immediately follows this summary, you] [added: You] should carefully consider the [added: risks described below and the] information included in other sections of this annual report on Form 10-K, [removed: including] [added: including,] but not limited [removed: to] [added: to,] Items 1.

“Business and [removed: Properties,” Items 7.][added: Properties” and in Item 3.]

- Geopolitical, [removed: economic] [added: economic, regulatory] and social risks for our international operations; and

- Operational risks inherent in mining, including underground [removed: mining;][added: mining and the ability to smelt and refine;]

- Any major public health [removed: crisis; and][added: crisis.]

- Disruptions, damage, failure and implementation and integration risks associated with information [added: and operational] technology [removed: systems.][added: systems and new technologies; and]

- Ability to [removed: replace] [added: maintain or grow our] mineral [removed: reserves depleted by production;] [added: reserves;] and

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

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

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

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

[removed: 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.

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 conditions (such as [removed: a potential global] [added: level of economic growth or] recession and [removed: Russia’s invasion of Ukraine);] [added: political or geopolitical conflicts);] 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.

Volatility in global economic growth, particularly in developing economies, has the potential to [removed: adversely] affect [added: adversely] future demand and prices for commodities.

Geopolitical uncertainty and [removed: protectionism,] [added: protectionism] have the potential to inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to trade in certain markets and has the potential to increase price volatility.

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 [removed: economy, including its COVID-19 policies.][added: economy.]

The adoption and expansion of trade restrictions, [removed: 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 [removed: suppliers,] [added: suppliers] and the U.S. economy, which in turn could have a material adverse effect on our business, results of operations or financial condition.

Copper prices also may be affected by the [removed: growing] [added: construction industry, the] markets for automobiles and appliances, [removed: and] the global focus on a transition to new technologies for clean energy, [removed: to advance] [added: advancement in] communications and [removed: to enhance] [added: enhanced] public health, [added: and] 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 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 [removed: had to do in early 2020] [added: have done] in [removed: response to] the [removed: global COVID-19 pandemic.][added: past, and our cash flows, ability to return capital to shareholders and capital expenditure plans could be negatively affected.]

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, [removed: rising] inflation and [removed: potential] economic slowdown or recession, as well as fuel and energy costs (for example, the price of diesel), the impact of natural disasters, [added: major] public health [removed: crises (such as COVID-19),] [added: crises,] geopolitical [removed: conflicts (such as the conflict in Ukraine),] [added: conflicts,] and foreign currency exchange rate fluctuations, and other matters that have or could impact the global economy.

Prices [removed: and availability] of consumables used in our operations, such as natural gas, diesel, coal, [added: other sources of energy,] ammonium nitrate, chemical reagents (including sulfuric acid), and steel-related products, and components impact the costs of production at our operations and the costs of development projects.

[removed: In] [added: Since] 2022, we [added: have] experienced price increases [removed: on] [added: on, and volatility in,] certain consumables, including diesel [removed: fuel and coal,] [added: fuel,] ammonium nitrate and sulfuric acid, [removed: grinding media] and certain [removed: components.][added: components, which has negatively impacted our operating results.]

[removed: The cost increases have negatively impacted our operating results and further] [added: Further] increases could have a material adverse effect on our results of operations and could result in material changes to our operating [removed: plans.][added: plans or development projects.]

[removed: In 2022, we] [added: We have also] experienced longer lead times [removed: and logistical constraints] on delivery of certain consumables, including fuel, lubricants, ammonium [removed: nitrate, cobalt sulfate, acid mist suppressant] [added: nitrate] and acid.

While these delays [removed: and logistical constraints] did not significantly impact our results in [removed: 2022,] [added: 2022 or 2023,] these [removed: issues] [added: delays] may continue [removed: in 2023] and [removed: such logistical constraints and delays may] [added: could] become material.

Further, delays and logistical constraints may occur as a result of [added: weather-related impacts or] violence, civil and religious strife, and [removed: activism,] [added: activism at or near our operations or those of our suppliers,] as described in the related risk factor below.

Our business depends on [removed: the] [added: timely] inbound transportation of consumables and components we use and [removed: the] outbound transportation of the commodities we produce by truck, rail and ocean freight.

Any significant increase in the cost of [added: or significant delays in] the transportation of consumables or [removed: components,] [added: components used in our operations or the commodities we produce,] as a result of increases in fuel or labor costs, higher demand for logistics services, [added: weather-related impacts (such as low water levels along shipping routes)] or otherwise, [removed: would] [added: could] adversely affect our results of operations.

Additionally, if [removed: the] transportation service providers fail to deliver consumables or components used in our operations to us or the commodities we produce to our customers in a timely manner or at all, such failure could adversely impact our ability to meet our production schedules, delay our projects and capital initiatives, negatively affect our customer relationships and have a material adverse effect on our financial position and results of operations.

In addition, we [removed: or] [added: (including] our [removed: subsidiaries] [added: 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 or debt repurchases, or in pursuing other business opportunities.

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

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

As of January 31, [removed: 2023,] [added: 2024,] our senior unsecured debt was rated [removed: “Baa3”] [added: “Baa2”] with a stable outlook by Moody’s Investors Service, “BBB-” with a [removed: stable] [added: positive] outlook by Fitch Ratings, and “BB+” with a [removed: stable] [added: positive] outlook by Standard & Poor’s.

[removed: 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 [added: 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.]

As of December 31, [removed: 2022,] [added: 2023,] our financial assurance obligations totaled [removed: $1.5] [added: $1.8] billion for closure and [removed: reclamation/restoration] [added: reclamation] costs of U.S. mining sites.

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

“Cybersecurity,” Items 7.

The summary and risks that follow are organized under headings as determined to be most applicable, but such risks also may be relevant to other headings.

Moreover, the risk factors described herein are not all of the risks we may face and there may be other risks not presently known to us or that we currently believe are immaterial or general risks that apply to all companies operating in the United States (U.S.) and globally, which may emerge or become material.

For additional information regarding recent macroeconomic and geopolitical factors, see risk factor

We also experienced increased costs for equipment, parts and other operating supplies and services.

At December 31, 2023, our total consolidated debt was $9.4 billion (see MD&A and Note 8) and our total consolidated cash and cash equivalents was $4.8 billion ($5.8 billion including restricted cash and cash equivalents associated with PT-FI’s export proceeds required to be temporarily deposited in Indonesia banks, as described in MD&A and Note 14).

If

For further discussion of our environmental obligations, see the regulatory, environmental and social risks below.

Further, to the extent that societal pressures or political or other factors are involved, it is possible that such liability could be imposed without regard to our causation of or contribution to the asserted damage, or to other mitigating factors.

As discussed in MD&A and Note 11, the provisions of the U.S. Inflation Reduction Act of 2022 (the Act) became applicable to us on January 1, 2023.

We have made interpretations of certain provisions of the Act, and based on these interpretations, determined that the provisions of the Act did not materially impact our financial results in 2023.

Although the U.S. Department of the Treasury (Treasury) published guidance in 2023 that provided some additional clarity on the rules, uncertainty remains regarding the application of the Corporate Alternative Minimum Tax.

Future guidance released by the Treasury may differ from our interpretations of the Act, which could be material and may further limit our ability to realize future benefits from our U.S. NOLs.

At current metals market prices, we believe enactment of the recommended framework in jurisdictions where we operate will result in minimal impacts to our financial results in the near term.

The impact of any new tax legislation may differ materially from our estimates as a result of future regulatory guidance or changes in our interpretations or assumptions we have made.

and have been the target of protests and occasional violence.

Refer to Note 13 for a summary of the IUPK’s key fiscal terms and requirement to develop additional smelting and refining capacity.

Since 2019, the Indonesia government has enacted various laws and regulations related to downstream processing of various products.

Refer to “Operations – Indonesia Mining” in MD&A and Notes 12, 13 and 14 for a discussion of Indonesia regulatory matters, including those related to export licenses, export duties, export proceeds, smelter assurance bonds and smelter development progress, including assessing administrative fines.

In 2023, PT-FI was granted export licenses for copper concentrates and anode slimes, both of which are valid through May 2024.

PT-FI has requested approvals to continue exports of copper concentrates and anode slimes beyond May 2024 and until the Manyar smelter and precious metals refinery (PMR) in Indonesia (collectively, the Indonesia smelter projects) are fully commissioned and reach designed operating conditions.

We cannot predict if PT-FI will be able to obtain approval timely or at all to continue exports beyond May 2024, including of sufficient volumes of copper concentrates and anode slimes.

If any limitations on exports or additional financial impacts resulting from Indonesia regulations were to be assessed prior to PT-FI’s Indonesia smelter projects becoming operational later in 2024, PT-FI would be required to reduce production levels or be subject to additional costs, which could adversely impact our revenues and operations.

Further, PT-FI continues to discuss the applicability of the revised regulation for export duties with the Indonesia government because of inconsistencies with its IUPK.

If PT-FI is unable to successfully dispute the export duties, it may be unable to recover the assessed duties and would be required to continue paying such duties until the Manyar smelter construction is completed and operational.

In 2024, Indonesia is holding national legislative elections, including the presidential election.

Given the long-term nature of planning for mining investments, the Indonesia government is updating regulations that would enable PT-FI to apply for an extension of its IUPK beyond 2041.

For example, in late 2022, significant rainfall events impacted production at Morenci.

Further, in early 2019, our El Abra

Underground mining operations have unique risks that can be particularly dangerous, such as those associated with supporting the underground openings.

While we have implemented preventative measures, we cannot guarantee that any incidents will not occur in the future.

In addition, we could also be subject to operational risks at our smelters and refineries once PT-FI is fully dependent on its ability to smelt and refine domestically all its concentrates and slimes produced by its mining operations at the PT Smelting and the Indonesia smelter projects.

Any delay, loss of access or limited availability and capacity related to these smelting and refinery facilities, including equipment failures, unanticipated or extended shutdowns, inability to sell certain by-products, lack of capacity to store certain by-products, severe weather, social or political unrest or any major public health crisis, any of which may not be recognized by the Indonesia government as a force majeure event, may significantly impact our ability to export and sell our copper and gold products, even if alternative refineries or smelters outside of Indonesia are available, and could adversely impact our revenues and results of operations.

Our tailings impoundments in arid areas must have effective programs to suppress fugitive

dust emissions to meet regulatory requirements, which vary depending on location, and to limit potential impacts of dust emissions from our operations on surrounding communities and the environment.

The underlying overburden erosion and run-off are being managed and controlled through an extensive re-sloping and water management project, and PT-FI has not experienced similar erosion issues since 2018.

However, PT-FI continues to monitor for potential impacts resulting from past erosion or the possibility of erosion recurrence.

As part of the expanded scope, in 2022

and 2023, PT-FI also assisted the Mimika local health authority with an extensive regency-wide community health survey, which provided further data on a broad range of community health issues.

The local health authority then prioritized those items having the greatest expected impact on public health.

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

Other risks not presently known to us or that we currently believe are immaterial may materially affect our business if they occur and the trading price of our securities could decline, and you may lose part or all of your investment.

Moreover, new risks emerge from time to time.

Further, our business may also be affected by general risks that apply to all companies operating in the United States (U.S.) and globally, which have not been included.

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

Refer to Note 4 for additional information regarding metals inventory adjustments recorded for the three years ended December 31, 2022.

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

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

At December 31, 2022, our total consolidated debt was $10.6 billion (see MD&A and Note 8) and our total consolidated cash and cash equivalents was $8.1 billion.

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.

“Legal Proceedings”.

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.

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

Copper concentrate sales to PT Smelting (PT-FI’s 39.5% owned copper smelter and refinery located in Gresik, Indonesia) totaled over 10% of our consolidated revenues for each of the years ended December 31, 2022, 2021 and 2020.

PT-FI’s export license for copper concentrate is valid for one-year periods, subject to review by the Indonesia government every six months, depending on greenfield smelter construction progress.

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.

The 2017 regulations also permit the export of anode slimes, which is necessary for PT Smelting to continue operating.

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.

Further, even if the Indonesia government does not ban exports of copper concentrate or anode slimes, we cannot predict when and if PT-FI’s copper concentrate export license and PT Smelting’s anode slimes export license may be renewed.

PT-FI’s sales of copper concentrate and anode slimes could be interrupted if the export licenses are not timely renewed or if PT-FI or PT Smelting is unable to operate because of other operational or financial constraints, which would adversely impact our revenues and operations.

In 2024, Indonesia will hold national legislative elections.

The presidential election will be held in February 2024.

concentrate per year by the end of 2023 (an extension of which has been requested because of COVID-19 mitigation measures, subject to the approval of the Indonesia government), and fulfilling its defined fiscal obligations to the Indonesia government.

The expansion of PT Smelting is expected to be complete by the end of 2023 and the construction of the greenfield smelter is expected to be completed during 2024, which is subject to, among other things, no additional COVID-19 related disruptions.

The IUPK also requires PT-FI to pay duties on concentrate exports of 2.5% now that development progress for additional smelting capacity in Indonesia has exceeded 30%, which may be eliminated upon receiving verification and approval from the Indonesia government that development progress for additional smelting capacity in Indonesia has exceeded 50%.

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

The current capital cost estimate for the greenfield smelter and related precious metal refinery approximates $3 billion (excluding capitalized interest, owner’s costs and commissioning).

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

In Arizona, where our operations use both surface and groundwater, we are a participant in an active adjudication in which Arizona courts have been attempting, for [removed: over 45] [added: 50] years, to quantify and prioritize surface water claims for the Gila River system, one of the state’s largest river systems.

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

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

Such matters will be determined by a subsequent “subflow depletion test,” which [removed: is expected to be] [added: was] proposed by ADWR in 2023.

Objections to such report are [removed: expected to be] due in [removed: February] [added: April] 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 [removed: report (due December 2023).][added: report.]

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

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

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

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

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

These federal proceedings have been

ADWR’s report setting forth its proposed subflow depletion test is due later in February 2024.

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.

The third resolved decision was issued in In re San Pedro Riparian National Conservation Area, which pertained to the U.S.’s claims to water for a national conservation area.

The court issued its decision in August 2023 supportive of our position on nearly all issues, rejecting the U.S.’s argument that quantification was based on a more lenient standard than the “minimal need” doctrine, and holding that the U.S. may not obtain a federal reserved right to “optimal” flows to support the riparian and aquatic resources.

The court adopted our proposed period of record for quantifying the stream, and therefore adopted our proposed streamflow, and rejected the U.S.’s claims for “streamflow augmentation” and claims to water from various point sources.

It is unknown whether the U.S. will pursue an interlocutory appeal.

A fourth case, In re Fort Huachuca, which involves the U.S.’s claims to water for an Arizona army base, is awaiting a decision following a trial that concluded in February 2017.

In addition, in January 2023, the U.S. filed several federal reserved water rights claims for wilderness areas in portions of the Verde River watershed, as well as a claim for the Verde River pursuant to the Wild and Scenic Rivers Act, claiming all unappropriated flow within each of the wilderness areas, along with alternative claims to specific stream flows.

In reliance on the favorable precedent created in the cases discussed above, we successfully defeated the claims to all unappropriated flow on summary judgment.

We anticipate that the Special Master will establish litigation schedules concerning the other claims to specific stream flows.

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.

We, along with the other parties, will have the opportunity to provide inputs throughout the process.

determining how much water each federal reservation may use has been left to the Arizona Superior Court handling the Gila River adjudication.

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 those cases will support our positions in other pending federal reserved water right cases, 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; 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.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant was [removed: $41.8] [added: $57.1] billion on June 30, [removed: 2022.][added: 2023.]

Common stock issued and outstanding was [removed: 1,430,693,689] [added: 1,434,409,010] shares on January 31, [removed: 2023.][added: 2024.]

| Portions of the registrant’s proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders are incorporated by reference into Part III of this report. | | |

| [Items 1. and 2. Business and [removed: Properties](#i404a2cad92d34deba102aad6f6a60266_13)] [added: Properties](#i50b4ef8e05444c8a84667e83213a8f54_13)] | | | [removed: [1](#i404a2cad92d34deba102aad6f6a60266_13)] [added: [1](#i50b4ef8e05444c8a84667e83213a8f54_13)] | | |

| [Item 1A. Risk [removed: Factors](#i404a2cad92d34deba102aad6f6a60266_85)] [added: Factors](#i50b4ef8e05444c8a84667e83213a8f54_85)] | | | [removed: [48](#i404a2cad92d34deba102aad6f6a60266_85)] [added: [47](#i50b4ef8e05444c8a84667e83213a8f54_85)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i404a2cad92d34deba102aad6f6a60266_88)] [added: Comments](#i50b4ef8e05444c8a84667e83213a8f54_88)] | | | [removed: [70](#i404a2cad92d34deba102aad6f6a60266_88)] [added: [70](#i50b4ef8e05444c8a84667e83213a8f54_88)] | | |

| [Item 3. Legal [removed: Proceedings](#i404a2cad92d34deba102aad6f6a60266_91)] [added: Proceedings](#i50b4ef8e05444c8a84667e83213a8f54_91)] | | | [removed: [70](#i404a2cad92d34deba102aad6f6a60266_91)] [added: [72](#i50b4ef8e05444c8a84667e83213a8f54_91)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i404a2cad92d34deba102aad6f6a60266_94)] [added: Disclosures](#i50b4ef8e05444c8a84667e83213a8f54_94)] | | | [removed: [73](#i404a2cad92d34deba102aad6f6a60266_94)] [added: [75](#i50b4ef8e05444c8a84667e83213a8f54_94)] | | |

| [Information [removed: About our] [added: About](#i50b4ef8e05444c8a84667e83213a8f54_94) [O](#i50b4ef8e05444c8a84667e83213a8f54_94)[ur] Executive [removed: Officers](#i404a2cad92d34deba102aad6f6a60266_94)] [added: Officers](#i50b4ef8e05444c8a84667e83213a8f54_94)] | | | [removed: [73](#i404a2cad92d34deba102aad6f6a60266_94)] [added: [75](#i50b4ef8e05444c8a84667e83213a8f54_94)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i404a2cad92d34deba102aad6f6a60266_100)] [added: Matters](#i50b4ef8e05444c8a84667e83213a8f54_100)] | | | | | |

| [and Issuer Purchases of Equity [removed: Securities](#i404a2cad92d34deba102aad6f6a60266_100)] [added: Securities](#i50b4ef8e05444c8a84667e83213a8f54_100)] | | | [removed: [74](#i404a2cad92d34deba102aad6f6a60266_100)] [added: [76](#i50b4ef8e05444c8a84667e83213a8f54_100)] | | |

| Item 6. Reserved | | | [removed: [75](#i404a2cad92d34deba102aad6f6a60266_103)] [added: [76](#i50b4ef8e05444c8a84667e83213a8f54_103)] | | |

| [Items 7. and 7A. Management’s Discussion and Analysis of Financial Condition and [removed: Results](#i404a2cad92d34deba102aad6f6a60266_106)] [added: Results](#i50b4ef8e05444c8a84667e83213a8f54_106)] | | | | | |

| [of Operations and Quantitative and Qualitative Disclosures about Market [removed: Risk](#i404a2cad92d34deba102aad6f6a60266_106)] [added: Risk](#i50b4ef8e05444c8a84667e83213a8f54_106)] | | | [removed: [75](#i404a2cad92d34deba102aad6f6a60266_106)] [added: [77](#i50b4ef8e05444c8a84667e83213a8f54_106)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i404a2cad92d34deba102aad6f6a60266_166)] [added: Data](#i50b4ef8e05444c8a84667e83213a8f54_166)] | | | [removed: [115](#i404a2cad92d34deba102aad6f6a60266_166)] [added: [116](#i50b4ef8e05444c8a84667e83213a8f54_166)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i404a2cad92d34deba102aad6f6a60266_274)] [added: Disclosure](#i50b4ef8e05444c8a84667e83213a8f54_271)] | | | [removed: [178](#i404a2cad92d34deba102aad6f6a60266_274)] [added: [176](#i50b4ef8e05444c8a84667e83213a8f54_271)] | | |

| [Item 9A. Controls and [removed: Procedures](#i404a2cad92d34deba102aad6f6a60266_277)] [added: Procedures](#i50b4ef8e05444c8a84667e83213a8f54_274)] | | | [removed: [178](#i404a2cad92d34deba102aad6f6a60266_277)] [added: [176](#i50b4ef8e05444c8a84667e83213a8f54_274)] | | |

| [Item 9B. Other [removed: Information](#i404a2cad92d34deba102aad6f6a60266_280)] [added: Information](#i50b4ef8e05444c8a84667e83213a8f54_277)] | | | [removed: [178](#i404a2cad92d34deba102aad6f6a60266_280)] [added: [176](#i50b4ef8e05444c8a84667e83213a8f54_277)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i404a2cad92d34deba102aad6f6a60266_283)] [added: Inspections](#i50b4ef8e05444c8a84667e83213a8f54_280)] | | | [removed: [178](#i404a2cad92d34deba102aad6f6a60266_283)] [added: [176](#i50b4ef8e05444c8a84667e83213a8f54_280)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i404a2cad92d34deba102aad6f6a60266_289)] [added: Governance](#i50b4ef8e05444c8a84667e83213a8f54_286)] | | | [removed: [178](#i404a2cad92d34deba102aad6f6a60266_289)] [added: [176](#i50b4ef8e05444c8a84667e83213a8f54_286)] | | |

| [Item 11. Executive [removed: Compensation](#i404a2cad92d34deba102aad6f6a60266_292)] [added: Compensation](#i50b4ef8e05444c8a84667e83213a8f54_289)] | | | [removed: [178](#i404a2cad92d34deba102aad6f6a60266_292)] [added: [176](#i50b4ef8e05444c8a84667e83213a8f54_289)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management [removed: and](#i404a2cad92d34deba102aad6f6a60266_295)] [added: and](#i50b4ef8e05444c8a84667e83213a8f54_292)] | | | | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i404a2cad92d34deba102aad6f6a60266_298)] [added: Independence](#i50b4ef8e05444c8a84667e83213a8f54_295)] | | | [removed: [179](#i404a2cad92d34deba102aad6f6a60266_298)] [added: [177](#i50b4ef8e05444c8a84667e83213a8f54_295)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i404a2cad92d34deba102aad6f6a60266_301)] [added: Services](#i50b4ef8e05444c8a84667e83213a8f54_298)] | | | [removed: [179](#i404a2cad92d34deba102aad6f6a60266_301)] [added: [177](#i50b4ef8e05444c8a84667e83213a8f54_298)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i404a2cad92d34deba102aad6f6a60266_307)] [added: Schedules](#i50b4ef8e05444c8a84667e83213a8f54_304)] | | | [removed: [179](#i404a2cad92d34deba102aad6f6a60266_307)] [added: [177](#i50b4ef8e05444c8a84667e83213a8f54_304)] | | |

| [Item 16. Form 10-K [removed: Summary](#i404a2cad92d34deba102aad6f6a60266_310)] [added: Summary](#i50b4ef8e05444c8a84667e83213a8f54_307)] | | | [removed: [186](#i404a2cad92d34deba102aad6f6a60266_310)] [added: [183](#i50b4ef8e05444c8a84667e83213a8f54_307)] | | |

*All of our periodic reports filed with the United States (U.S.) Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, through our website, [removed: “fcx.com,”] [added: fcx.com,] including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports.

and [removed: 7A.).*][added: 7A.).]

Despite economic uncertainty, [added: including rising costs,] we continued to generate positive operating [removed: income and operating] cash flows.

We believe the actions we have taken in recent years to build a solid balance [removed: sheet, successfully expand low-cost operations,] [added: sheet] 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 [removed: 2022,] [added: 2023,] the London Metal Exchange (LME) copper settlement prices [removed: ranged] [added: averaged $3.85 per pound, ranging] from a high of [removed: $4.87] [added: $4.28] per pound in [removed: March (record high)] [added: January] to a low for the year of [removed: $3.18] [added: $3.54] per pound in [removed: July, closed] [added: May, and closing] at [removed: $3.80] [added: $3.84] per pound on December [removed: 30, 2022, and averaged $3.99 per pound.][added: 29, 2023.]

Following are our ownership interests at December 31, [removed: 2022,] [added: 2023,] in operating mines through our consolidated subsidiaries, Freeport Minerals Corporation (FMC) and PT Freeport Indonesia (PT-FI):

[removed: ][added: ]

Refer to [removed: Note 3] [added: “Mining Operations”] for further discussion.

Following is the allocation of our estimated consolidated recoverable proven and probable mineral reserves at December 31, [removed: 2022,] [added: 2023,] by geographic location (refer to “Mining Operations” and “Mineral Reserves” for further discussion):

| | | | Copper | | | | | | Gold | | | | | | Molybdenum | | | | | | [removed: | | |]

| North America | | | [removed: 44] [added: 43] | | % | | | | 2 | | % | | | | 80 | | % | a | | | [removed: | | |]

| South America | | | [removed: 28] [added: 29] | | | | | | — | | | | | | 20 | | | | | | [removed: | | |]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [Part I](#i50b4ef8e05444c8a84667e83213a8f54_10) | | | [1](#i50b4ef8e05444c8a84667e83213a8f54_10) | | |

| [Item 1C. Cybersecurity](#i50b4ef8e05444c8a84667e83213a8f54_6597069769301) | | | [70](#i50b4ef8e05444c8a84667e83213a8f54_6597069769301) | | |

| [Part II](#i50b4ef8e05444c8a84667e83213a8f54_97) | | | [76](#i50b4ef8e05444c8a84667e83213a8f54_97) | | |

| [Part III](#i50b4ef8e05444c8a84667e83213a8f54_283) | | | [176](#i50b4ef8e05444c8a84667e83213a8f54_283) | | |

| [Related Stockholder Matters](#i50b4ef8e05444c8a84667e83213a8f54_292) | | | [177](#i50b4ef8e05444c8a84667e83213a8f54_292) | | |

| [Part IV](#i50b4ef8e05444c8a84667e83213a8f54_301) | | | [177](#i50b4ef8e05444c8a84667e83213a8f54_301) | | |

| [Glossary of Terms](#i50b4ef8e05444c8a84667e83213a8f54_310) | | | [183](#i50b4ef8e05444c8a84667e83213a8f54_310) | | |

| [Signatures](#i50b4ef8e05444c8a84667e83213a8f54_313) | | | [S-1](#i50b4ef8e05444c8a84667e83213a8f54_313) | | |

The following discussions include forward-looking statements that are not guarantees of future performance and actual results may differ materially (refer to Item 1A.

Our results for 2023 reflect strong operating performance, including achievement of a number of important initiatives to advance growth options, to position us for the future and aimed at enhancing value.

We believe that we have a high-quality portfolio of long-lived copper assets that are positioned to generate long-term value, and we remain focused on executing our operating and investment plans.

Our underground mining operations at the Grasberg minerals district in Indonesia continue to perform well, with copper and gold production increasing in each of the past three years, including achievement of multiple operating records during 2023.

Furthermore, projects to expand our domestic smelting and refining capacity in Indonesia are progressing, with construction progress for these projects measured at over 90% at year-end 2023.

We are also advancing a series of initiatives across our North America and South America operations to incorporate new applications, technologies and data analytics to our leaching processes.

In fourth-quarter 2023, we achieved our initial run rate target of approximately 200 million pounds of copper per year through these initiatives.

We believe long-term fundamentals for copper are favorable and that future demand will be supported by copper’s role in the global transition to renewable power, electric vehicles and other carbon-reduction initiatives, continued urbanization in developing countries and growing connectivity globally.

a.Refer to Note 3 for discussion of our conclusion to consolidate PT-FI.

Examples of areas we

Like copper, demand for molybdenum is positively impacted by new technologies for clean energy.

Beginning January 1, 2023, PT-FI’s commercial arrangement with PT Smelting changed to a tolling arrangement and there are no further sales from PT-FI to PT Smelting (refer to Note 3 for further discussion).

PT-FI’s sale of copper cathodes under the tolling arrangement are priced in the month of shipment and are not subject to provisional pricing.

During 2023, PT-FI sold 75% of its copper production in concentrate and 25% as cathode.

During 2023, PT-FI shipped 10% of its concentrate sales volumes to Atlantic Copper, which was sold as copper cathode by Atlantic Copper.

Revenues from PT-FI’s cathode sales are recorded net of royalties.

“Risk Factors,” “Operations – Indonesia Mining” in MD&A and Notes 12, 13 and 14 for a discussion of Indonesia regulatory matters, including those related to export licenses, export duties and export proceeds.

Compliance with these laws and regulations requires expenditures for the implementation, operation and maintenance of systems and programs, but has not had and is not expected to have a material adverse effect on our expenditures, results of operations or competitive position.

We continuously monitor and strive to maintain compliance with changes in laws and regulations that impact our business.

We believe our operations follow applicable laws and regulations in all material respects, and we have internal company policies that in some instances go beyond compliance with such laws and regulations.

*North America.* *United States*.

In 2023, a federal Interagency Working Group on mining laws, regulations and permitting led by the Department of the Interior (DOI) identified financial responsibility as one of many substantive reforms to federal mining laws and recommended reform and enhancement of laws, regulations and policies governing financial assurance, which if enacted, may impact other mining laws that may be applicable to us in the future.

EPA continues to consider comments and collect additional data, and EPA’s final rule, expected by mid-2024, could impose additional requirements on our operations.

In 2023, EPA issued a draft toxicological assessment for

inorganic arsenic.

In January 2024, EPA announced that, effective immediately, it is lowering recommended screening levels for investigation and clean up of lead-contaminated soils.

We are reviewing EPA’s guidance to understand possible ramifications to completed or ongoing work overseen by either EPA or state agencies.

For any future projects, including for existing facilities, Cerro Verde also may be required by MINEM or the National Environmental Certification Service for Sustainable Investments to incur additional costs to comply with the requirements of new regulations that provide for the adequacy of the transportation and final disposal of tailings.

In December 2023, PT-FI received technical approval for its tailings management activities.

A second AMDAL submission covering additional underground activities is in the final stages of approval.

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

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

| [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.

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%.

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

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

| | | | 100 | | % | | | | 100 | | % | | | | 100 | | % | | | | | | |

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

Following is a summary of PT-FI’s aggregate percentage of concentrate sales to unaffiliated third parties, PT Smelting and Atlantic Copper for the years ended December 31:

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

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

| Third parties | | | 61 | | % | | | | 55 | | % | | | | 48 | | % |

| PT Smelting | | | 34 | | | | | | 41 | | | | | | 50 | | |

| | | | 100 | | % | | | | 100 | | % | | | | 100 | | % |

Refer to Item 1A.

“Risk Factors” for discussion of Indonesia regulations regarding PT-FI’s concentrate exports.

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.

In 2022, EPA proposed to revise the standards for hazardous air pollutants from primary copper smelters and is now in the process of considering comments and collecting additional data.

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

EPA is also considering how to reduce lead exposure in the environment under multiple environmental programs.

Certain federal and state health agencies also support more stringent lead cleanup levels.

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.

South America.

The site also follows our Tailings Management Policy, which outlines our continued commitment to managing tailings responsibly and addresses the implementation of the Global Industry Standard on Tailings Management for the tailings storage facilities.

For information about environmental laws and regulations and reclamation matters related to our Peru operations refer to “Mining Operations” below, Item 1A.

Risk Management and Strategy

We maintain a cyber risk management program designed to assess, identify, manage, mitigate and respond to cybersecurity threats and incidents.

We seek to address material risks from cybersecurity threats through a cross-functional approach, and we utilize various processes to inform our identification, assessment and management of material risks from cybersecurity threats.

Our cyber risk management program is integrated into our overall enterprise risk management (ERM) program.

Cybersecurity risks are identified and assessed through our ERM program, which is designed to provide cross-functional executive insight across the business to identify and monitor risks, opportunities and emerging trends that can impact our strategic business objectives.

The underlying controls of our cyber risk management program are based on recognized best practices and standards for cybersecurity and information technology, including the National Institute of Standards and Technology Cybersecurity Framework.

We utilize dedicated internal and external cybersecurity personnel to focus on assessing, detecting, identifying, managing, preventing and responding to cybersecurity threats and incidents.

Our approach to cybersecurity incorporates a layered portfolio of technology controls, including strategic partnerships for our cybersecurity platforms, documented policies and procedures, end user training and dedicated resources to manage and monitor the evolving threat landscape, including through the gathering of actionable threat intelligence.

We maintain and periodically evaluate and, as needed, update our information security policy and an incident response plan, which describes the processes we use to prepare for, detect, respond to and recover from a cybersecurity incident,

including processes to assess severity, escalate, contain, investigate and remediate an incident, as well as to comply with potentially applicable legal obligations.

We regularly evaluate and assess the threat landscape and our security controls, including through audits and assessments, regular network and endpoint monitoring, vulnerability testing, penetration testing and tabletop exercises that include senior management.

To assess the design and effectiveness of our cybersecurity controls, we engage with assessors, consultants, auditors and other third parties, including through independent third-party reviews of our information technology security program conducted on at least an annual basis.

We also have processes to oversee and identify material cybersecurity risks associated with our use of third-party service providers, including performing diligence on certain third parties that have access to our systems, data or facilities that store such systems or data, continually monitoring cybersecurity threat risks identified through such diligence and contracting to manage cybersecurity risks in specified ways such as agreements to be subject to periodic cybersecurity audits.

We have experienced targeted and non-targeted cybersecurity incidents in the past, including an incident in August 2023 that affected certain of our information systems and resulted in temporary disruptions to parts of our operations.

However, prior cybersecurity incidents, including the August 2023 incident, have not materially affected us.

Notwithstanding our cyber risk management program, we may not be successful in preventing or mitigating a cybersecurity incident that could materially affect us, including our business strategy, results of operations or financial condition.

Refer to Item 1A.

“Risk Factors” for further information on the risks we face from cybersecurity threats.

Governance

Our cybersecurity risk management and strategy processes are led by our Chief Information Officer (CIO) and our Chief Information Security Officer (CISO).

Our CIO and CISO are responsible for assessing and managing our material risks from cybersecurity threats and are informed about and oversee the prevention, detection, mitigation and remediation of cybersecurity incidents through their management of, and participation in, our cybersecurity risk management and strategy processes described in “Risk Management and Strategy” above.

These individuals collectively have over 55 years of prior work experience in various roles involving managing information and operational technology security, cybersecurity and operational technology risk management, developing cybersecurity strategy, implementing effective information technology and cybersecurity processes and procedures, and experience in managing regulatory compliance, as well as several relevant degrees and certifications, including one individual with the Certified Information Systems Security Professional certification.

Our ERM management committee is responsible for providing input and oversight on our ERM program, including cybersecurity risks.

Our ERM management committee is comprised of senior leaders, including our CIO, with responsibility across operations and core business functions, and with a breadth of knowledge, influence and experience covering the risks we face.

An annual report on our enterprise risks, including cybersecurity risks, is presented to the Audit Committee and/or the full Board of Directors (Board).

While management is responsible for the day-to-day management of cybersecurity risks, our Board and Audit Committee have ongoing oversight roles.

Our Audit Committee has responsibility for, among other things, oversight of our information technology and cybersecurity processes and procedures, including oversight of risks from cybersecurity threats.

The Audit Committee reviews and discusses with management, including reports from our CIO, at least annually:

- the adequacy and effectiveness of our information technology security processes and procedures,

- the assessment of risks and threats to our information technology systems,

- the internal controls regarding information technology security and cybersecurity, and

- the steps management has taken to monitor and mitigate information technology security and cybersecurity risks.

The Audit Committee also periodically receives reports on notable cybersecurity incidents.

The Audit Committee periodically briefs the full Board on these matters.

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

Our global health and safety [removed: approach,] [added: strategy,] “Safe Production Matters,” is focused on fatality [removed: prevention] [added: prevention, eliminating systemic root causes of incidents] and continuous improvement through [removed: the use of] robust management systems, [added: which are supported by leaders] empowering [removed: safe work behaviors and strengthening] our [removed: safety culture.][added: teams to work safely.]

Certain information as of February 15, [removed: 2023,] [added: 2024,] about our executive officers is set forth in the following table and accompanying text:

| Richard C. Adkerson | | | | | | [removed: 76] [added: 77] | | | | | | Chairman of the Board and Chief Executive Officer | | |

| Kathleen L. Quirk | | | | | | [removed: 59] [added: 60] | | | | | | President [removed: and Director of the Board] | | |

| Maree E. Robertson | | | | | | [removed: 47] [added: 48] | | | | | | Senior Vice President and Chief Financial Officer | | |

| Stephen T. Higgins | | | | | | [removed: 65] [added: 66] | | | | | | Senior Vice President and Chief Administrative Officer | | |

| Douglas N. Currault II | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President and General Counsel | | |

Adkerson* has served as Chairman of the Board since February 2021, Chief Executive Officer [added: (CEO)] since December 2003 and has been a director since October 2006.

[added: 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 (CFO) from October 2000 to December 2003.

Ms. Quirk previously served as CFO from December 2003 to March 2022, Executive Vice President from March 2007 to February 2021, [removed: Treasurer from February 2000 to August 2018 and as] Senior Vice President from December 2003 to March [removed: 2007.][added: 2007 and Treasurer from February 2000 to August 2018.]

Mr. Higgins previously served as Vice President [removed: -] [added: –] Sales and Marketing from March 2007 to August 2018 and [removed: as] President of Freeport-McMoRan Sales [removed: Company,] [added: Company] Inc. from April 2006 to August 2019.

Mr. Currault previously served as Deputy General Counsel from January 2015 to October 2019, Assistant General Counsel from January 2008 to January 2015, Secretary from May 2007 to December 2019 and [removed: as] Assistant Secretary from February 2000 to May 2007.

Foundational to our Safe Production Matters strategy is our Fatal Risk Management (FRM) program.

The goal of our FRM program is to achieve zero workplace fatalities by raising awareness to fatal risks and the measures necessary to mitigate them.

Effective at the annual meeting of stockholders on June 11, 2024, Mr. Adkerson will transition his duties as CEO to Ms. Quirk.

Mr. Adkerson will remain Chairman of the Board, supporting the leadership transition and our business on strategic matters of significance to the company.

Effective at the annual meeting of stockholders on June 11, 2024, Ms. Quirk will become President and CEO and will assume full responsibility for executive management of our business, reporting to our Board.

Our objective is to achieve zero workplace fatalities and to decrease injuries and occupational illnesses.

We measure progress toward achieving our objective against regularly established benchmarks, including measuring company-wide Total Recordable Incident Rates (TRIR).

Our TRIR (including contractors) per 200,000 man-hours worked was 0.77 in 2022 and 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 1.83 for 2022 (preliminary for the period of January 1, 2022, through September 30, 2022) and 1.71 in 2021.

Mr. Adkerson previously served as Vice Chairman of

Our common stock is traded on the New York Stock Exchange under the symbol “FCX.” At January 31, [removed: 2023,] [added: 2024,] there were [removed: 10,187] [added: 9,671] holders of record of our common stock.

The combined annual rate of the base dividend and the variable dividend totaled $0.60 per share for [added: 2023 and] 2022.

In December [removed: 2022,] [added: 2023,] our Board declared cash dividends totaling $0.15 per share on our common stock (including a $0.075 per share quarterly base cash dividend and a $0.075 per share variable, performance-based cash dividend), which was paid on February 1, [removed: 2023,] [added: 2024,] to shareholders of record as of January [removed: 13, 2023.][added: 12, 2024.]

Based on current market conditions, the base and variable dividends on our common stock are anticipated to total $0.60 per share for [removed: 2023] [added: 2024] (including the dividends paid on February 1, [removed: 2023),] [added: 2024),] comprised of a $0.30 per share base dividend and $0.30 per share variable dividend.

The following table [removed: summarizes share repurchases made] [added: sets forth information with respect to shares of FCX common stock purchased] by us during the three months ended December 31, [removed: 2022,] [added: 2023,] and the approximate dollar value of shares that may yet be purchased pursuant to our share repurchase program:

| October 1-31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| November 1-30, [removed: 2022] [added: 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| December 1-31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

The [added: share repurchase] program may be modified, increased, suspended or terminated at any time at [removed: the] [added: our] Board’s discretion.

See [removed: Note 10 and] Item 1A.

There were no unregistered sales of equity securities during the three months ended December 31, 2023.

“Risk Factors” and Note 10 for further discussion.

None.

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

The results of operations reported and summarized below [added: include forward-looking statements that] are not [added: guarantees of future performance and are not] necessarily indicative of future operating results (refer to “Cautionary Statement” below for further [removed: discussion).][added: discussion)*.]

[removed: References] [added: *References] to “Notes” are Notes included in our Notes to Consolidated Financial Statements.

Throughout MD&A, all references to [removed: earnings] [added: income] or losses per share are on a diluted basis.*

*This section of our Form 10-K discusses the results of operations for the years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and comparisons between these years.

Discussion of the results of operations for the year [removed: 2020] [added: 2021] and comparisons between the years [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] 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: 2021.*][added: 2022.*]

Despite [removed: lower average realized copper prices, increased production and delivery costs, and] economic uncertainty, [added: including rising costs,] we [added: have] continued to generate positive operating [removed: income and operating] cash flows.

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

Net income attributable to common stock totaled [removed: $3.5] [added: $1.8] billion in [removed: 2022] [added: 2023] and [removed: $4.3] [added: $3.5] billion in [removed: 2021.][added: 2022.]

Refer to “Consolidated Results” for discussion of items impacting our consolidated results for the two years ended December 31, [removed: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] we had consolidated debt of [removed: $10.6] [added: $9.4] billion and consolidated cash and cash equivalents of [removed: $8.1 billion,] [added: $4.8 billion ($5.8 billion including restricted cash and cash equivalents associated with PT-FI’s export proceeds required to be temporarily deposited in Indonesia banks),] resulting in net debt of [removed: $2.5] [added: $3.6] billion [removed: ($1.3] [added: ($0.8] billion excluding net debt for the [removed: greenfield] [added: Manyar] smelter and precious metals refinery (PMR) in Indonesia [removed: -] [added: –] collectively, the Indonesia smelter projects).

Refer to “Net Debt” for reconciliations of consolidated [removed: debt] [added: debt, consolidated cash] and [added: cash equivalents and] consolidated [added: restricted] cash and cash equivalents to net debt.

[removed: At December 31, 2022, we had no borrowings and $3.0 billion available under our revolving] credit facility, and [removed: PT Freeport Indonesia (PT-FI)] [added: PT-FI] and Cerro Verde had [removed: $1.3] [added: $1.75] billion and $350 million, respectively, [removed: of availability] [added: available] under their revolving credit facilities.

Refer to Note 8 and “Capital Resources and Liquidity” for further [removed: discussion.][added: discussion of our debt.]

[removed: During 2022,] [added: Under the share repurchase program,] we acquired [removed: 35.1] [added: 35.12] million shares of [removed: our] [added: FCX] common stock [removed: under our share repurchase program] for a total cost of $1.3 billion ($38.36 average cost per share) [removed: and declared cash dividends totaling $0.60 per share on our common stock (which included both base and variable, performance-based cash dividends).][added: in 2022.]

[removed: Approximately] [added: As of February 15, 2024,] $3.2 billion remains available under [removed: our $5.0 billion] [added: the] share repurchase program.

Refer to Note [removed: 10 and “Capital Resources and Liquidity”] [added: 3] for further discussion.

At December 31, [removed: 2022,] [added: 2023,] our estimated consolidated recoverable proven and probable mineral reserves totaled [removed: 111.0] [added: 104.1] billion pounds of copper, [removed: 26.9] [added: 24.5] million ounces of gold and [removed: 3.53] [added: 3.34] billion pounds of molybdenum.

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

During [removed: 2022,] [added: 2023,] production from our mines totaled 4.2 billion pounds of copper, [removed: 1.8] [added: 2.0] million ounces of gold and [removed: 85] [added: 82] million pounds of molybdenum.

Following is the allocation of our consolidated copper, gold and molybdenum production in [removed: 2022] [added: 2023] by geographic location:

| North America | | | [removed: 35] [added: 32] | | % | | | | 1 | | % | | | | 73 | | % | a | | |

| South America | | | [removed: 28] [added: 29] | | | | | | — | | | | | | 27 | | | | | |

| Indonesia | | | [removed: 37] [added: 39] | | | | | | 99 | | | | | | — | | | | | |

a.Our North America copper mines produced [removed: 34%] [added: 37%] of consolidated molybdenum production, and our Henderson and Climax molybdenum mines produced [removed: 39%.][added: 36%.]

Copper production from the Morenci mine in North America, Cerro Verde mine in Peru and the Grasberg minerals district in Indonesia together totaled [removed: 75%] [added: 76%] of our consolidated copper production in [removed: 2022.][added: 2023.]

Refer to [removed: “Markets”] [added: “Markets,”] and Item 1A.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] for further discussion.

[removed: In addition,] [added: The increase in net income attributable] to [added: noncontrolling interests reflects] the [removed: measures noted below and as further discussed] [added: change] in [removed: Note 3, beginning January 1, 2023,] our economic interest in [removed: PT-FI changes from approximately 81% to] [added: PT-FI, which is] 48.76%, [removed: and accordingly, net income attributable] [added: compared] to [removed: noncontrolling interests is expected] [added: approximately 81% prior] to [removed: increase in] [added: January 1,] 2023.

[removed: Sales] [added: Consolidated Sales] Volumes

Following are our projected consolidated sales volumes for [removed: 2023] [added: 2024] and actual consolidated sales volumes for [removed: 2022:][added: 2023:]

| North America copper mines | | | [removed: 1,460] [added: 1,280] | | | | | | [removed: 1,469] [added: 1,361] | | | | | |

| South America mining | | | [removed: 1,200] [added: 1,130] | | | | | | [removed: 1,162] [added: 1,200] | | | | | |

| Gold (thousands of recoverable ounces) | | | [removed: 1,700] [added: 1,975] | | | | | | [removed: 1,823] [added: 1,713] | | | | | |

| Molybdenum (millions of recoverable pounds) | | | [removed: 80] [added: 85] | | | a | | | [removed: 75] [added: 81] | | | | | |

a.Includes [removed: 50] [added: 55] million pounds from our North America and South America copper mines and 30 million pounds from our Molybdenum mines.

Projected sales volumes are dependent on operational [removed: performance, weather-related conditions, timing of shipments, PT-FI’s continued ability to export copper concentrate, including the] [added: performance;] extension of PT-FI’s export [removed: license after March 19, 2023, PT Smelting] [added: permits for copper concentrates] and [removed: PT-FI’s continued ability to export] anode slimes [added: beyond May 2024; the timing of the ramp-up of the Indonesia smelter projects; weather-related conditions, including ongoing El Niño weather impacts; timing of shipments] and other factors.

For further discussion of [removed: 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” [removed: below] [added: 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: 2022.][added: 2023.]

[removed: Assuming average prices of $1,900 per ounce of gold and $20.00 per pound of molybdenum and achievement of current sales volume and cost estimates, consolidated] [added: Consolidated] unit net cash costs (net of by-product credits) for our copper mines are expected to average $1.60 per pound of copper [removed: in 2023.][added: for the year 2024, based on achievement of current sales volume and cost estimates and assuming average prices of $2,000 per ounce of gold and $19.00 per pound of molybdenum for the year 2024.]

Our results for 2023 reflect strong operating performance, including achievement of a number of important initiatives to advance growth options, to position us for the future and aimed at enhancing value.

We believe that we have a high-quality portfolio of long-lived copper assets that are positioned to generate long-term value, and we remain focused on executing our operating and investment plans.

Our underground mining operations at the Grasberg minerals district in Indonesia continue to perform well, with copper and gold production increasing in each of the past three years, including achievement of multiple operating records during 2023.

Furthermore, projects to expand our domestic smelting and refining capacity in Indonesia are progressing, with construction progress for these projects measured at over 90% at year-end 2023.

We are also advancing a series of initiatives across our North America and South America operations to incorporate new applications, technologies and data analytics to our leaching processes.

In fourth-quarter 2023, we achieved our initial run rate target of approximately 200 million pounds of copper per year through these initiatives.

Our results in 2023, compared to 2022, primarily reflect the change in our economic interest in PT Freeport Indonesia (PT-FI) (refer to Note 3 for further discussion) and increased production costs, including for maintenance and supplies.

Other than $0.7 billion in scheduled senior note maturities in November 2024, we have no further senior note maturities until 2027.

At December 31, 2023, we had no borrowings and $3.0 billion available under our revolving

| | | | 2024 | | | | | | 2023 | | | | | |

| Total | | | 4,090 | | | | | | 4,086 | | | | | |

For the year 2024, consolidated copper production volumes are expected to exceed consolidated sales volumes, reflecting the deferral of approximately 90 million pounds of copper from PT-FI concentrates that is expected to be processed by the Manyar smelter and sold as refined metal in future periods.

Estimated consolidated unit net cash costs for the year 2024 include assessment of export duties at PT-FI of $0.11 per pound of copper (refer to “Operations – Indonesia Mining” for further discussion).

Projected capital expenditures for the Indonesia smelter projects in 2024 exclude capitalized interest and $0.3 billion of estimated commissioning and owner’s costs.

Recent prices have been correlated with sentiment on the Chinese economy and financial system drivers tied to interest rates, inflation data and movements in the United States (U.S.) dollar exchange rates.

Near-term fundamentals for copper improved in late 2023 with continued strong demand in China and the U.S. and significant reductions in the supply outlook.

Gold prices were positively impacted at the end of 2023 by growing expectations among investors of interest rate cuts, a weaker dollar and increased geopolitical tensions.

Overall global demand is being driven by key molybdenum-consuming segments (energy, aerospace and defense) offset by weakness in commodity steel-consuming segments (construction).

Like copper, demand for molybdenum is positively impacted by new technologies for clean energy.

On January 1, 2023, the provisions of the U.S. Inflation Reduction Act of 2022 (the Act) became applicable, and we have made interpretations of certain provisions of the Act.

Based on these interpretations, we determined that the provisions of the Act did not materially impact our financial results in 2023; however, future guidance released by the U.S. Department of the Treasury (Treasury) could differ from our interpretations.

In December 2021, the Organisation for Economic Co-operation and Development (OECD) published a framework for Pillar Two of the Global Anti-Base Erosion Rules (GloBE).

The GloBE rules were designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum level of income tax.

Recommendations from the OECD regarding a global minimum income tax and other changes are being considered and/or implemented in jurisdictions where we operate.

At current metals market prices, we believe enactment of the recommended framework in jurisdictions where we operate will result in minimal impacts to our financial results in the near term.

tax assets, we will increase our valuation allowance.

Accounting for AROs

| Net revisionsb | | | | | | (2.7) | | | | | | (0.4) | | | | | | (0.11) | | | | | |

| Consolidated reserves at December 31, 2023a | | | | | | 104.1 | | | | | | 24.5 | | | | | | 3.34 | | | | | |

b.Primarily reflects the impact of higher cost assumptions in North America and South America and mine redesigns and recovery changes at the Grasberg minerals district.

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

| Restricted cash and cash equivalents, current | | | $ | 1,208 | | h | | | $ | 111 | | | | | | | | | | |

d.Our economic interest in PT-FI is 48.76% and prior to January 1, 2023, it approximated 81%.

e.Includes net charges totaling $373 million ($0.26 per share), primarily associated with net adjustments to environmental obligations and related litigation reserves, contested tax rulings issued by the Peruvian Supreme Court, impairment of oil and gas properties and an accrual for a potential administrative fine in Indonesia, partly offset by an adjustment to correct certain inputs in the historical PT-FI ARO model.

g.Working capital and other uses totaled $0.9 billion in 2023 and $1.6 billion in 2022.

h.Includes $1.1 billion associated with PT-FI’s export proceeds temporarily deposited in Indonesia banks in accordance with a 2023 regulation issued by the Indonesia government (refer to Note 14).

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

| Copper | | | (497) | | | | | | | | | | | |

| Molybdenum | | | 120 | | | | | | | | | | | |

| Copper | | | (204) | | | | | | | | | | | |

Our results for 2022 reflect solid execution of our operating plan, which resulted in strong operating performance and cash flow generation allowing for increased cash returns to shareholders.

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

Our results in 2022, compared to 2021, primarily reflect lower average realized copper prices and increased costs for energy, sulfuric acid, and maintenance and supplies, partly offset by higher copper and gold sales volumes.

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.

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.

| Indonesia mining | | | 1,500 | | | | | | 1,582 | | | | | |

| 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

Construction of the additional domestic smelter capacity will result in the elimination of export duties, providing an offset to the economic cost associated with the Indonesia smelter projects.

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.

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.

Improved market sentiment beginning in late 2022 was associated with prospects for improved demand from China, rising demand from global decarbonization initiatives, supply constraints, United States (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.

Gold prices were positively impacted at the end of 2022, by market views that the strength of the U.S. dollar will not be sustained.

Higher molybdenum prices at the end of 2022 reflect tight supply and steady demand.

Refer to Note 11 for net charges recorded for historical contested tax matters in Indonesia.

In August 2022, the Act was signed into law, which had no impact on our 2022 financial results.

Additional guidance related to how the Corporate Alternative Minimum Tax (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 is 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. net operating losses (NOLs).

Refer to “Consolidated Results” for further discussion of the Act.

estimates used in determining our environmental obligations could have a significant impact on our results of operations.

Asset Retirement Obligations

Based on its assessment, management concluded that, as of December 31, [removed: 2022,] [added: 2023,] our Company’s internal control over financial reporting is effective based on the COSO criteria.

We have audited Freeport-McMoRan Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: Freeport-McMoRan] [added: Freeport- McMoRan] Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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 [removed: Freeport-McMoRan Inc.] [added: the Company] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February 15, [removed: 2023] [added: 2024] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2023] [added: 2024] expressed an unqualified opinion thereon.

| | | | 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 [added: obtained and] assessed the Company’s correspondence with the relevant tax authorities [removed: and evaluated] [added: and, as applicable,] third-party tax or legal opinions [removed: obtained by the Company.] [added: or other external correspondence and analyses.] We also evaluated the adequacy of the Company’s disclosures included in 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 [added: remediation,] 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. [removed: At] [added: As of] December 31, [removed: 2022,] [added: 2023,] the Company’s consolidated environmental obligations totaled [removed: $1.7] [added: $1.9] billion. | | | | | |

| | | | Auditing management’s accounting for environmental obligations was challenging because significant judgment [removed: was] [added: is] required by the Company 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. [removed: Actual costs incurred in future periods could differ from amounts estimated.] | | | | | |

| | | | To test the Company’s 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 [removed: assessed] [added: tested] the [removed: appropriateness] [added: accuracy and completeness] of the [added: underlying data used in the] Company’s [removed: models] [added: analyses] and tested the significant assumptions discussed [removed: above along with the underlying data used by the Company in its analyses.] [added: above.] We utilized our environmental professionals to search for new or contrary evidence related to the Company’s sites and to assist in evaluating the [removed: 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. | | | | | |

| [removed: | | | 2022] [added: Chile] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2020-2021, 2023] | | |

| Revenues | | | $ | [removed: 22,780] [added: 22,855] | | | | | $ | [removed: 22,845] [added: 22,780] | | | | | $ | [removed: 14,198] [added: 22,845] | |

| Production and delivery | | | [removed: 13,041] [added: 45] | | | | | | [removed: 12,016] [added: 38] | | | | | | [removed: 10,031] [added: 34] | | | [added: | | |]

| Depreciation, depletion and amortization | | | [removed: 2,019] [added: 2,068] | | | | | | [removed: 1,998] [added: 2,019] | | | | | | [removed: 1,528] [added: 1,998] | | |

| Total cost of sales | | | [removed: 15,089] [added: 15,695] | | | | | | [removed: 14,030] [added: 15,089] | | | | | | [removed: 11,655] [added: 14,030] | | |

| Selling, general and administrative expenses | | | [removed: 420] [added: 479] | | | | | | [removed: 383] [added: 420] | | | | | | [removed: 370] [added: 383] | | |

| Mining exploration and research expenses | | | [removed: 115] [added: 137] | | | | | | [removed: 55] [added: 115] | | | | | | [removed: 50] [added: 55] | | |

| Environmental obligations and shutdown costs | | | [removed: 121] [added: 319] | | | | | | [removed: 91] [added: 121] | | | | | | [removed: 159] [added: 91] | | |

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

| Total costs and expenses | | | [removed: 15,743] [added: 16,630] | | | | | | [removed: 14,479] [added: 15,743] | | | | | | [removed: 11,761] [added: 14,479] | | |

| Operating income | | | [removed: 7,037] [added: 6,225] | | | | | | [removed: 8,366] [added: 7,037] | | | | | | [removed: 2,437] [added: 8,366] | | |

| Interest expense, net | | | [removed: (560)] [added: (515)] | | | | | | [removed: (602)] [added: (560)] | | | | | | [removed: (598)] [added: (602)] | | |

| Net [removed: gain] (loss) [added: gain] on early extinguishment of debt | | | [removed: 31] [added: —] | | | | | | [added: | | | | | |] — | | | | | | [removed: (101)] [added: —] | | | [added: | | | — | | | | | | — | | | | | | — | | | | | | (11) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 42 | | | | | | 31 | | | | | |]

| Other income (expense), net | | | [removed: 207] [added: 286] | | | | | | [removed: (105)] [added: 207] | | | | | | [removed: 59] [added: (105)] | | |

| Income [removed: from continuing operations] before income taxes and equity in affiliated companies’ net earnings | | | [removed: 6,715] [added: 6,006] | | | | | | [removed: 7,659] [added: 6,715] | | | | | | [removed: 1,797] [added: 7,659] | | |

| Provision for income taxes | | | [removed: (2,267)] [added: (2,270)] | | | | | | [removed: (2,299)] [added: (2,267)] | | | | | | [removed: (944)] [added: (2,299)] | | |

| Equity in affiliated companies’ net earnings | | | [removed: 31] [added: 15] | | | | | | [removed: 5] [added: 31] | | | | | | [removed: 12] [added: 5] | | |

| Net income | | | [removed: 4,479] [added: 3,751] | | | | | | [removed: 5,365] [added: 4,479] | | | | | | [removed: 865] [added: 5,365] | | |

| Net income attributable to noncontrolling interests | | | [removed: (1,011)] [added: (1,903)] | | | | | | [removed: (1,059)] [added: (1,011)] | | | | | | [removed: (266)] [added: (1,059)] | | |

| Net income attributable to common stockholders | | | $ | [removed: 3,468] [added: 1,848] | | | | | $ | [removed: 4,306] [added: 3,468] | | | | | $ | [removed: 599] [added: 4,306] | |

| Basic | | | $ | [removed: 2.40] [added: 1.28] | | | | | $ | [removed: 2.93] [added: 2.40] | | | | | $ | [removed: 0.41] [added: 2.93] | |

| Diluted | | | $ | [removed: 2.39] [added: 1.28] | | | | | $ | [removed: 2.90] [added: 2.39] | | | | | $ | [removed: 0.41] [added: 2.90] | |

| Basic | | | [removed: 1,441] [added: 1,434] | | | | | | [removed: 1,466] [added: 1,441] | | | | | | [removed: 1,453] [added: 1,466] | | |

| Diluted | | | [removed: 1,451] [added: 1,443] | | | | | | [removed: 1,482] [added: 1,451] | | | | | | [removed: 1,461] [added: 1,482] | | |

| Dividends declared per share of common stock | | | $ | 0.60 | | | | | $ | [removed: 0.375] [added: 0.60] | | | | | $ | [removed: —] [added: 0.375] | |

| Net income | | | $ | [removed: 4,479] [added: 3,751] | | | | | $ | [removed: 5,365] [added: 4,479] | | | | | $ | [removed: 865] [added: 5,365] | |

| Actuarial gains arising during the period, net of taxes | | | [removed: 62] [added: 39] | | | | | | [removed: 179] [added: 62] | | | | | | [removed: 46] [added: 179] | | |

| Prior service costs arising during the period | | | [removed: (1)] [added: —] | | | | | | [removed: —] [added: (1)] | | | | | | — | | |

| Amortization [removed: or curtailment] of unrecognized amounts included in net periodic benefit costs | | | [removed: 8] [added: 5] | | | | | | [removed: 18] [added: 8] | | | | | | [removed: 45] [added: 18] | | |

February 15, 2024

| Net gain on early extinguishment of debt | | | | | | (10) | | | | | | (31) | | | | | | — | | |

| Changes in deferred profit on PT Freeport Indonesia’s sales to PT Smelting | | | | | | (112) | | | | | | (14) | | | | | | 86 | | |

| Charges for social investment programs at PT Freeport Indonesia | | | | | | 84 | | | | | | 84 | | | | | | 75 | | |

| Payments for social investment programs at PT Freeport Indonesia | | | | | | (44) | | | | | | (11) | | | | | | (67) | | |

| Impairment of oil and gas properties | | | | | | 67 | | | | | | — | | | | | | — | | |

| Dividends | | | — | | | | | | — | | | | | | (864) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (864) | | | | | | (625) | | | | | | (1,489) | | |

| Balance at December 31, 2023 | | | 1,619 | | | | | | $ | 162 | | | | | $ | 24,637 | | | | | $ | (2,059) | | | | | $ | (274) | | | | | 184 | | | | | | $ | (5,773) | | | | | $ | 16,693 | | | | | $ | 10,617 | | | | | $ | 27,310 | |

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

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

Refer to Notes 12 and 14 for further information.

For example, an increase in recovery rates increases recoverable copper in the leach stockpiles resulting in a lower weighted-average cost per pound of recoverable copper and a decrease in recovery rates decreases recoverable copper in the leach stockpiles and results in a higher weighted-average cost per pound of recoverable copper.

New Accounting Standards. Following is a discussion of new accounting standards.

*Segment Reporting.* In November 2023, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) related to segment reporting that requires disclosure of significant segment expenses and other segment items by reportable segment.

This ASU becomes effective for annual periods beginning in 2024 and interim periods in 2025.

FCX does not expect the new ASU to have a significant impact on its current segment reporting as presented within Note 16.

*Income Taxes.* In December 2023, the FASB issued an ASU requiring enhancements to disclosures related to income taxes, including the rate reconciliation and information on income taxes paid.

This ASU becomes effective January 1, 2025.

FCX is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its financial statements.

In December 2023, the project was completed and PT-FI’s loan is expected to convert into PT Smelting equity in 2024, increasing PT-FI’s ownership in PT Smelting to approximately 65%.

While the new tolling agreement with PT Smelting does not significantly change PT-FI’s economics, it impacts the timing of PT-FI’s sales and working capital requirements.

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

| Finished goodsa | | | 1,782 | | | | | | 1,169 | | | | | |

a.The increase in finished goods inventory at December 31, 2023, was primarily associated with the change in PT-FI’s commercial arrangement with PT Smelting (refer to Note 3) and the timing of shipments of anode slimes.

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

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

| Legally restricted trust assetsb | | | 212 | | | | | | 182 | | |

| PT-FI | | | 10 | | | | | | 12 | | |

| PT Smeltingd | | | 123 | | | | | | 50 | | |

| Restricted time depositse | | | 97 | | | | | | 133 | | |

e.Relates to PT-FI’s regulatory commitments (refer to Notes 12 and 14 for further discussion).

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

| PT-FI contingenciesc | | | 122 | | | | | | 179 | | |

| Community development programs | | | 58 | | | | | | 60 | | |

c.Refer to Notes 12 and 13 for further discussion.

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

| Other | | | 83 | | | | | | 62 | | |

In November 2023, PT-FI amended and restated its senior unsecured revolving credit facility to, among other things, increase the availability to $1.75 billion, extend the maturity date under the facility to November 2028 and reduce the applicable margin used in the determination of interest rates.

PT-FI’s revolving credit facility is available for its general corporate purposes, including to fund PT-FI’s projects related to the expansion of smelting and refining capacity in Indonesia.

incur additional indebtedness; create liens on assets; enter into sale and leaseback transactions; sell assets; and modify or amend the shareholders agreement or related governance structure.

February 15, 2023

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

| Metals inventory adjustments | | | 29 | | | | | | 16 | | | | | | 96 | | |

| Metals inventory adjustments | | | | | | 29 | | | | | | 16 | | | | | | 96 | | |

| Balance at January 1, 2020 | | | 1,582 | | | | | | $ | 158 | | | | | $ | 25,830 | | | | | $ | (12,280) | | | | | $ | (676) | | | | | 131 | | | | | | $ | (3,734) | | | | | $ | 9,298 | | | | | $ | 8,150 | | | | | $ | 17,448 | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | 76 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 76 | | | | | | 80 | | | | | | 156 | | |

Restricted cash and cash equivalents are comprised of bank deposits and money market funds.

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.

Kisanfu Transaction. In December 2020, FCX completed the sale of its interests in the Kisanfu undeveloped copper and cobalt resource in the Democratic Republic of Congo to a wholly owned subsidiary of China Molybdenum Co., Ltd. (CMOC) for $550 million, with after-tax net cash proceeds totaling $415 million.

FCX did not have any proven and probable mineral reserves associated with the Kisanfu project.

FCX recorded a gain of $486 million in 2020 associated with this transaction.

Timok Transactions. In 2016, FCX sold an interest in the upper zone of the Timok exploration project in Serbia (the 2016 Transaction).

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

exploration project to an affiliate of the purchaser in the 2016 Transaction, which included the right to future contingent payments of up to $150 million.

These future contingent payments will be based on the future sale of products (as defined in the agreement) from the Timok lower zone.

For a period of 12 months after the third anniversary of the initial sale of products from the Timok lower zone, the purchaser can settle, or FCX can demand payment of, such deferred payment obligation, in each case, for a total of $60 million.

As these deferred payments are contingent upon future production (the Timok lower zone project is still pre-operational) and would result in gain recognition, no amounts were recorded upon the closing of the transaction.

Subsequent recognition will be based on the gain contingency model, in which the consideration would be recorded in the period in which all contingencies are resolved and the gain is realized.

This is expected to be when FCX (i) is provided periodic product sales information by the purchaser or (ii) gives notice to the purchaser or receives notice from the purchaser regarding the settlement of the deferred payments for $60 million.

In addition and in connection with the transaction in 2019, in lieu of payment upon achievement of defined development milestones provided for in the 2016 Transaction, the purchaser paid $107 million in three installments of $12 million in 2022, $50 million in 2021 and $45 million in 2020.

TF Holdings Limited - Discontinued Operations. In 2016, FCX completed the sale of its 70% interest in TF Holdings Limited to CMOC for $2.65 billion in cash (before closing adjustments) and contingent consideration of up to $120 million in cash.

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

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

Upon completion of the expansion project, targeted for year-end 2023, PT-FI’s loan is expected to convert into PT Smelting equity resulting in a majority ownership interest.

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

| Finished goods | | | 1,169 | | | | | | 927 | | | | | |

FCX recorded metal inventory adjustments totaling $29 million in 2022, including $19 million associated with NRV adjustments related to lower market prices for copper and $10 million for stockpile write-offs at Cerro Verde; $16 million in 2021, primarily associated with stockpiles at the Morenci mine no longer expected to be leached; and $96 million in 2020 associated with NRV adjustments related to lower market prices for copper and molybdenum.

Refer to Note 16 for metal inventory adjustments by business segment.

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.

Morenci Stockpile Adjustments. The Morenci mine has experienced improved recoveries at certain of its leach stockpiles and following an analysis of column testing results in 2021, Morenci concluded it had sufficient evidence to increase its estimated recoveries for certain of its leach stockpiles.

The effect of this change in estimate reduced FCX’s consolidated site production and delivery costs and increased net income by $112 million ($0.08 per share) in 2021.

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).

| Legally restricted fundsb | | | 182 | | | | | | 209 | | |

| PT-FI | | | 12 | | | | | | 57 | | |

| Assurance bonde | | | 133 | | | | | | 132 | | |

| PT Smeltingf | | | 50 | | | | | | 26 | | |

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022,] [added: 2023,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(b) During the quarter ended December 31, 2023, no director or officer of FCX adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

Not applicable.

The information [removed: set forth under the captions] [added: required by this item is incorporated by reference to] “Information About Director Nominees,” “Board Committees,” and “Board and Committee Independence; Audit Committee Financial Experts,” [removed: and “Corporate Governance Guidelines; Principles of Business Conduct,” of] [added: in] our definitive proxy statement to be filed with the United States Securities and Exchange Commission (SEC), relating to our [removed: 2023] [added: 2024] annual meeting of [removed: stockholders, is incorporated herein by reference.][added: stockholders.]

The information required by [removed: Item 10] [added: this item] regarding our executive officers appears in a separately captioned heading after Item 4.

We have a Principles of Business Conduct, which defines the expected behavior of our Board of Directors and all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions.

We have posted a copy of our Principles of Business Conduct on our website at *fcx.com* under “About Us – Corporate Governance – Governance Documents.” Amendments to, or waivers of, our Principles of Business Conduct granted to any of our directors or executive officers will be published promptly on our website at *fcx.com*.

The information required by this item [removed: will be set forth under the captions] [added: is incorporated herein by reference to] “Director Compensation” and “Executive Officer Compensation” [removed: of] [added: in] our definitive proxy statement to be filed with the SEC, relating to our [removed: 2023] [added: 2024] annual meeting of [removed: stockholders, and is incorporated herein by reference.][added: stockholders.]

The [added: other] information [removed: set forth under the captions] [added: required by this item is incorporated by reference to] “Stock Ownership of Directors and Executive Officers” and “Stock Ownership of Certain Beneficial Owners” [removed: of] [added: in] our definitive proxy statement to be filed with the SEC, relating to our [removed: 2023] [added: 2024] annual meeting of [removed: stockholders, is incorporated herein by reference.][added: stockholders.]

The following table presents information regarding our equity compensation plans as of December 31, [removed: 2022:][added: 2023:]

| Equity compensation plans [added: not] approved by security holders | | | [removed: 19,028,691] [added: 13,500] | | | [removed: a] [added: b] | | | [removed: $] | [removed: 17.64] | | [removed: 25,531,527] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders | | | [removed: 56,025] [added: 15,506,281] | | | [removed: b] [added: a] | | | $ | [removed: 29.47] [added: 15.62] | | [removed: —] [added: 20,488,378] | | |

a.Includes shares of our common stock issuable upon the vesting of [removed: 3,099,839] [added: 3,225,125] restricted stock units (RSUs) and [removed: 3,200,625] [added: 2,324,250] performance share units at maximum performance levels, and the termination of deferrals with respect to [removed: 1,197,900] [added: 1,215,900] RSUs that were vested as of December 31, [removed: 2022.][added: 2023.]

b.Represents securities to be issued under awards assumed in our acquisition of McMoRan Exploration Co. [removed: and includes] [added: The] shares [added: are] issuable upon the termination of deferrals with respect to 13,500 RSUs that were vested as of December 31, [removed: 2022, which] [added: 2023, and the] awards are not reflected in column (b) because they do not have an exercise price.

| Total | | | 15,519,781 | | | | | | $ | 15.62 | | 20,488,378 | | |

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

The information [removed: set forth under the captions] [added: required by this item is incorporated by reference to] “Certain Transactions” and “Board and Committee Independence; Audit Committee Financial Experts” [removed: of] [added: in] our definitive proxy statement to be filed with the SEC, relating to our [removed: 2023] [added: 2024] annual meeting of [removed: stockholders, is incorporated herein by reference.][added: stockholders.]

The information [removed: set forth under the caption] [added: required by this item is incorporated by reference to] “Independent Registered Public Accounting Firm” [removed: of] [added: in] 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: 2023] [added: 2024] annual meeting of [removed: stockholders, is incorporated herein by reference.][added: stockholders.]

Schedule II [removed: -] [added: –] Valuation and Qualifying Accounts

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

We have audited the consolidated financial statements of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and have issued our report thereon dated February 15, [removed: 2023] [added: 2024] included elsewhere in this Form 10-K.

SCHEDULE II [removed: -] [added: –] VALUATION AND QUALIFYING ACCOUNTS (In millions)

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

| | | | | | | Beginning of | | | | | | Costs and | | | | | | Other | | | | | | [removed: (Deductions)] [added: Other] | | | | | | End of | | |

| | | | | | | Year | | | | | | Expense | | | | | | Accounts | | | | | | [removed: Additions] [added: Deductions] | | | | | | Year | | |

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

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

| Year Ended December 31, 2022 | | | | | | [removed: $ |] 59 | | | | | [removed: $] | (32) | | | | | [removed: $] | — | | | | | [removed: $] | (3) | | [removed: f] | [added: e] | | [removed: $] | 24 | | [added: |]

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

| Year Ended December 31, [removed: 2020] [added: 2023] | | | | | | [removed: 58] [added: $] | [added: 24] | | | | | [removed: 21] [added: $] | [added: 9] | | | | | [removed: (1)] [added: $] | [added: —] | | | | | [removed: 4] [added: $] | [added: (5)] | | [removed: f] [added: e] | | | [removed: 82] [added: $] | [added: 28] | |

[removed: a.Primarily] [added: c.Primarily] relates to $163 million of [removed: United States (U.S.)] [added: U.S.] federal [removed: net operating losses (NOLs)] [added: 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.

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

[removed: f.Represents] [added: e.Represents] amounts paid or adjustments to reserves based on revised estimates.

| [removed: [2.6+](http://www.sec.gov/Archives/edgar/data/831259/000083125918000036/exhibit21.htm)] [added: [2.1](http://www.sec.gov/Archives/edgar/data/831259/000083125918000036/exhibit21.htm)] | | | PT-FI Divestment Agreement dated as of September 27, 2018 among FCX, International Support LLC, PT Freeport Indonesia, PT Indocopper Investama [removed: (subsequently renamed PT Indonesia Papua Metal Dan Mineral)] and PT Indonesia Asahan Aluminium (Persero). | | | | | | 10-Q | | | 001-11307-01 | | | 11/9/2018 | | |

| [removed: [2.7](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q42018exhibit29.htm)] [added: [2.2](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q42018exhibit29.htm)] | | | Supplemental and Amendment Agreement to the PT-FI Divestment Agreement, dated December 21, 2018, among FCX, PT Freeport Indonesia, PT Indonesia Papua Metal Dan Mineral (f/k/a PT Indocopper Investama), PT Indonesia Asahan Aluminium (Persero) and International Support LLC. | | | | | | 10-K | | | 001-11307-01 | | | 2/15/2019 | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/831259/000119312512054868/d299177dex41.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312512054868/d299177dex41.htm)[3](http://www.sec.gov/Archives/edgar/data/831259/000119312512054868/d299177dex41.htm)] | | | Indenture dated as of February 13, 2012, between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024 and the 5.40% Senior Notes due 2034). | | | | | | 8-K | | | 001-11307-01 | | | 2/13/2012 | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex42.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex42.htm)[4](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex42.htm)] | | | Fourth Supplemental Indenture dated as of May 31, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024 and the 5.40% Senior Notes due 2034). | | | | | | 8-K | | | 001-11307-01 | | | 6/3/2013 | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex45.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex45.htm)[5](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex45.htm)] | | | Seventh Supplemental Indenture dated as of November 14, 2014 between FCX and U.S. Bank National Association, as Trustee (relating to the 4.55% Senior Notes due 2024). | | | | | | 8-K | | | 001-11307-01 | | | 11/14/2014 | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex46.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex46.htm)[6](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex46.htm)] | | | Eighth Supplemental Indenture dated as of November 14, 2014 between FCX and U.S. Bank National Association, as Trustee (relating to the 5.40% Senior Notes due 2034). | | | | | | 8-K | | | 001-11307-01 | | | 11/14/2014 | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/831259/000095010313001617/dp36826_0401.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000095010313001617/dp36826_0401.htm)[7](http://www.sec.gov/Archives/edgar/data/831259/000095010313001617/dp36826_0401.htm)] | | | Indenture dated as of March 7, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the [removed: 3.875% Senior Notes due 2023 and the] 5.450% Senior Notes due 2043). | | | | | | 8-K | | | 001-11307-01 | | | 3/7/2013 | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex43.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex43.htm)[8](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex43.htm)] | | | Supplemental Indenture dated as of May 31, 2013, between FCX and U.S. Bank National Association, as Trustee (relating to the [removed: 3.875% Senior Notes due 2023 and the] 5.450% Senior Notes due 2043). | | | | | | 8-K | | | 001-11307-01 | | | 6/3/2013 | | |

| [removed: [4.8](http://www.sec.gov/Archives/edgar/data/78066/0000950153-97-000936.txt)] [added: [4.](http://www.sec.gov/Archives/edgar/data/78066/0000950153-97-000936.txt)[9](http://www.sec.gov/Archives/edgar/data/78066/0000950153-97-000936.txt)] | | | Form of Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, as Trustee (relating to the [removed: 7.125% Senior Notes] [added: 7 1/8% Debentures] due 2027, the [removed: 9.50%] [added: 9 1/2%] Senior Notes due 2031 and the [removed: 6.125%] [added: 6 1/8%] Senior Notes due 2034). | | | | | | S-3 | | | 333-36415 | | | 9/25/1997 | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/78066/0000950153-97-001088.txt)] [added: [4.](http://www.sec.gov/Archives/edgar/data/78066/0000950153-97-001088.txt)[10](http://www.sec.gov/Archives/edgar/data/78066/0000950153-97-001088.txt)] | | | Form of [removed: 7.125%] [added: 7 1/8%] Debenture due November 1, 2027 of Phelps Dodge Corporation issued on November 5, 1997, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and The Chase Manhattan Bank, as Trustee (relating to the [removed: 7.125% Senior Notes] [added: 7 1/8% Debentures] due 2027). | | | | | | 8-K | | | 001-00082 | | | 11/3/1997 | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/78066/000095012301503063/y49686ex4-2.txt)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/78066/000095012301503063/y49686ex4-2.txt)[1](http://www.sec.gov/Archives/edgar/data/78066/000095012301503063/y49686ex4-2.txt)] | | | Form of [removed: 9.5%] [added: 9 1/2%] Note due June 1, 2031 of Phelps Dodge Corporation issued on May 30, 2001, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and First Union National Bank, as successor Trustee (relating to the [removed: 9.50%] [added: 9 1/2%] Senior Notes due 2031). | | | | | | 8-K | | | 001-00082 | | | 5/30/2001 | | |

| [removed: [4.11](http://www.sec.gov/Archives/edgar/data/78066/000095015305000441/p70133exv4w11.txt)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/78066/000095015305000441/p70133exv4w11.txt)[2](http://www.sec.gov/Archives/edgar/data/78066/000095015305000441/p70133exv4w11.txt)] | | | Form of [removed: 6.125%] [added: 6 1/8%] Note due March 15, 2034 of Phelps Dodge Corporation issued on March 4, 2004, pursuant to the Indenture dated as of September 22, 1997, between Phelps Dodge Corporation and First Union National Bank, as successor Trustee (relating to the [removed: 6.125%] [added: 6 1/8%] Senior Notes due 2034). | | | | | | 10-K | | | 001-00082 | | | 3/7/2005 | | |

| [removed: [4.12](http://www.sec.gov/Archives/edgar/data/831259/000083125916000062/q415exhibit422.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/831259/000083125916000062/q415exhibit422.htm)[3](http://www.sec.gov/Archives/edgar/data/831259/000083125916000062/q415exhibit422.htm)] | | | Supplemental Indenture dated as of April 4, 2007 to the Indenture dated as of September 22, 1997, among Phelps Dodge Corporation, as Issuer, Freeport-McMoRan Copper & Gold Inc., as Parent Guarantor, and U.S. Bank National Association, as Trustee (relating to the [removed: 7.125% Senior Notes] [added: 7 1/8% Debentures] due 2027, the [removed: 9.50%] [added: 9 1/2%] Senior Notes due 2031 and the [removed: 6.125%] [added: 6 1/8%] Senior Notes due 2034). | | | | | | 10-K | | | 001-11307-01 | | | 2/26/2016 | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/831259/000119312515283756/d39842dex3.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312515283756/d39842dex3.htm)[2](http://www.sec.gov/Archives/edgar/data/831259/000119312515283756/d39842dex3.htm)] | | | Form of Certificate representing shares of common stock, par value $0.10. | | | | | | 8-A/A | | | 001-11307-01 | | | 8/10/2015 | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/78066/000095012305003414/y06968exv10w1.txt)] [added: [10.3](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: [10.5](http://www.sec.gov/Archives/edgar/data/78066/000095012305007134/y09744exv10w1.txt)] [added: [10.4](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: [10.6](http://www.sec.gov/Archives/edgar/data/831259/000119312522268354/d390643dex101.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/831259/000119312522268354/d390643dex101.htm)] | | | Revolving Credit Agreement dated as of 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 | | | 001-11307-01 | | | 10/25/2022 | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/831259/000083125913000075/fcxexhibit101.htm)*] [added: [10.6](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: [10.8](https://www.sec.gov/Archives/edgar/data/831259/000083125922000009/a4q21exhibit1015.htm)*] [added: [10.7](https://www.sec.gov/Archives/edgar/data/831259/000083125924000011/a4q2023exhibit107.htm)*] | | | FCX Director Compensation. | | | [added: X] | | | [removed: 10-K] | | | [removed: 001-11307-01] | | | [removed: 2/15/2022] | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/831259/000083125909000018/ex10-32.htm)*] [added: [10.8](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: [10.10](http://www.sec.gov/Archives/edgar/data/831259/000083125911000029/ex10-2.htm)*] [added: [10.9](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: [10.11](https://www.sec.gov/Archives/edgar/data/831259/000083125923000013/a4q2022exhibit1011.htm)*] [added: [10.10](http://www.sec.gov/Archives/edgar/data/831259/000083125923000013/a4q2022exhibit1011.htm)*] | | | FCX Executive Services Program. | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/15/2023] | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/831259/000083125907000021/exhibit10_1.htm)*] [added: [10.11](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: [10.13](http://www.sec.gov/Archives/edgar/data/831259/000083125908000055/ex10-38.htm)*] [added: [10.12](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: [10.14](http://www.sec.gov/Archives/edgar/data/831259/000083125908000055/ex10-39.htm)*] [added: [10.13](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 | | |

February 15, 2024

| Year Ended December 31, 2023 | | | | | | $ | 3,985 | | | | | $ | (80) | | a | | | $ | (11) | | b | | | $ | — | | | | | $ | 3,894 | |

a.Primarily relates to $32 million of United States (U.S.) federal net operating losses (NOLs) utilized during 2023, and a $292 million decrease related to expirations of U.S. foreign tax credits, partially offset by an increase of $188 million, primarily associated with current year changes in U.S. federal temporary differences and a $22 million increase in valuation allowances against Section 163(j) deferred tax assets related to current year activity.

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

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

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

| [97](https://www.sec.gov/Archives/edgar/data/831259/000083125924000011/a4q2023exhibit97.htm) | | | Freeport-McMoRan Inc. Incentive-Based Compensation Recovery Policy, effective as of October 2, 2023. | | | X | | | | | | | | | | | |

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

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

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

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

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

February 15, 2023

| Year Ended December 31, 2020 | | | | | | 4,576 | | | | | | 200 | | | d | | | (16) | | | b | | | (28) | | | e | | | 4,732 | | |

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 expirations and an $11 million decrease in U.S. deferred tax assets for which no benefit is expected to be realized.

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

| [2.1](http://www.sec.gov/Archives/edgar/data/78066/000095012306014346/y27419aexv2w1.htm) | | | Agreement and Plan of Merger dated as of November 18, 2006, by and among FCX, Phelps Dodge Corporation and Panther Acquisition Corporation. | | | | | | 8-K | | | 001-11307-01 | | | 11/20/2006 | | |

| [2.2](http://www.sec.gov/Archives/edgar/data/831259/000083125914000051/q314exhibit21.htm) | | | Stock Purchase Agreement, dated as of October 6, 2014, among LMC Candelaria SpA, LMC Ojos del Salado SpA and Freeport Minerals Corporation. | | | | | | 10-Q | | | 001-11307-01 | | | 11/7/2014 | | |

| [2.3](http://www.sec.gov/Archives/edgar/data/831259/000083125916000059/exhibit2102152016.htm) | | | Purchase Agreement dated February 15, 2016, between Sumitomo Metal Mining America Inc., Sumitomo Metal Mining Co., Ltd., Freeport-McMoRan Morenci Inc., Freeport Minerals Corporation, and FCX. | | | | | | 8-K | | | 001-11307-01 | | | 2/16/2016 | | |

| [2.4](http://www.sec.gov/Archives/edgar/data/831259/000083125916000069/exhibit21.htm) | | | Stock Purchase Agreement dated May 9, 2016, among CMOC Limited, China Molybdenum Co., Ltd., Phelps Dodge Katanga Corporation and FCX. | | | | | | 8-K | | | 001-11307-01 | | | 5/9/2016 | | |

| [2.5](http://www.sec.gov/Archives/edgar/data/831259/000083125916000105/q316exhibit23.htm) | | | Purchase and Sale Agreement dated September 12, 2016, between Freeport-McMoRan Oil & Gas LLC, Freeport-McMoRan Exploration & Production LLC, Plains Offshore Operations Inc. and Anadarko US Offshore LLC. | | | | | | 10-Q | | | 001-11307-01 | | | 11/9/2016 | | |

| [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 | | |

| [14.1](http://www.sec.gov/Archives/edgar/data/831259/000083125920000004/fcxpbcglr.htm) | | | FCX Principles of Business Conduct. | | | | | | 10-K | | | 001-11307-01 | | | 2/14/2020 | | |

\+ The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K.

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]