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

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 [added: (credits)] and operating costs; capital expenditures; operating [removed: plans;] [added: plans (including mine sequencing);] cash flows; liquidity; PT Freeport Indonesia’s (PT-FI) [removed: construction] [added: commissioning, remediation, including expected costs, insurance recovery] and [removed: completion] [added: timing, and full ramp-up] of [removed: additional domestic smelting] [added: its new smelter] and [removed: refining capacity in Indonesia in accordance with] [added: full production at] the [removed: terms] [added: precious metals refinery (PMR); potential extension] of [removed: its] [added: PT-FI’s] special mining [added: business] license [removed: (IUPK); extension of PT-FI’s IUPK] [added: (IUPK)] beyond 2041; export [removed: licenses;] [added: licenses,] export [removed: duties;] [added: duties and] export [removed: volumes;] [added: volumes, including PT-FI’s ability to continue exports of copper concentrate until full ramp-up is achieved at its new smelter in Indonesia; timing of shipments of inventoried production;] our 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 and stakeholders related thereto; achievement of 2030 climate targets and 2050 net zero aspiration; improvements in operating procedures and technology innovations and applications; exploration efforts and results; development and production activities, rates and costs; future organic growth opportunities; tax rates; 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 and environmental proceedings; debt repurchases; and the ongoing implementation of our financial policy and future returns to shareholders, including dividend payments (base or variable) and share repurchases.*

- Unanticipated [removed: litigation] [added: legal proceedings] or negative developments in pending [removed: litigation] [added: legal proceedings] or other contingencies; and

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

- [removed: Failure of PT-FI] [added: PT-FI’s failure] to meet its commitments to achieve the extension of [removed: PT-FI’s IUPK through 2041.][added: its IUPK.]

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

- Environmental challenges associated with our Indonesia [removed: mining] operations;

- Availability of significant quantities of secure water supplies for our [removed: mining] operations, including future expansions or development projects;

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

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

For additional information regarding recent macroeconomic and geopolitical factors, see [added: the] risk factor [added: 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 [added: election results,] level of economic [removed: growth] [added: growth,] or recession and political or geopolitical [added: tensions and] conflicts); [added: national and] international regulatory, trade and/or tax policies, including [removed: national tariffs;] [added: tariffs and other controls on imports and exports;] commodities investment activity and speculation; interest rates; [added: current inflation rates and] expectations regarding future inflation rates; the strength of the U.S. dollar compared to foreign currencies; the price and availability of substitute products; and changes in technology.

Geopolitical uncertainty and protectionism [removed: have the potential to] [added: can] inhibit international trade and negatively impact business confidence, which creates the risk of constraints on our ability to [removed: trade] [added: deal] 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 [added: and tension] between the U.S. and China as well as uncertainties about China’s economy.

The adoption and expansion of trade restrictions, or other governmental action related to tariffs [added: and other controls on imports and exports] or trade agreements or policies are difficult to predict and could adversely affect copper prices, demand for our products, our costs, our customers, our suppliers and the [removed: U.S.] [added: global] economy, which in turn could have a material adverse effect on our business, results of operations or financial condition.

Copper [added: demand and] prices also may be affected by [removed: the construction industry, the markets for automobiles and appliances, the global focus on a transition to new technologies for clean energy, advancement in communications and enhanced public health, and] inadequate investment in and limited production from [added: existing] copper mining [removed: operations in South America, as well as] [added: operations, and copper] demand [removed: from] [added: globally, including] North America, Europe, and Asian countries other than China.

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, inflation and economic slowdown or recession, as well as fuel and energy costs (for example, the price of diesel), the impact of [added: interruption by fire, power shortages, industrial accidents, hostile acts, cybersecurity attacks,] natural [removed: disasters,] [added: disasters or extreme weather events,] major public health crises, geopolitical [removed: conflicts,] [added: tensions or conflicts (including trade policies such as tariffs] and [added: other controls on exports and imports), and] foreign currency exchange rate [removed: fluctuations, and other matters that have or could impact the global economy.][added: fluctuations.]

Since 2022, we have experienced price [removed: increases on, and] volatility [removed: in,] [added: for] certain consumables, including diesel fuel, ammonium nitrate and sulfuric acid, and certain components, which has [removed: negatively] impacted our operating [removed: results.][added: results, and we may experience volatility in the price and availability of other consumables in the future.]

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

We have also experienced longer lead times on delivery of certain consumables, including fuel, lubricants, ammonium nitrate and [added: sulfuric] acid.

While these delays did not significantly impact our results [removed: in 2022 or 2023,] [added: for the three years ended December 31, 2024,] these delays may continue and could become material.

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

At December 31, [removed: 2023,] [added: 2024,] our total consolidated debt was [removed: $9.4] [added: $8.9] billion (see MD&A and Note [removed: 8)] [added: 6)] and our total consolidated cash and cash equivalents was [removed: $4.8] [added: $3.9] billion [removed: ($5.8] [added: ($4.7] billion including restricted cash and cash equivalents associated with PT-FI’s export proceeds required to be temporarily deposited in Indonesia [removed: banks,] [added: banks] as described in MD&A and Note [removed: 14).][added: 10).]

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

In addition, we [removed: (including our subsidiaries)] may incur additional debt in future periods or reduce our holdings of cash and cash equivalents in connection with funding existing operations, capital expenditures, dividends, share 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 stakeholders and other third parties, including creditors, with respect to our [removed: ESG] [added: environmental and social] practices, performance and disclosures.

Our level of [removed: indebtedness] [added: indebtedness, restricted cash] and other financial commitments could have important consequences to our business, including the following:

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

As of January 31, [removed: 2024,] [added: 2025,] our senior unsecured debt was rated “Baa2” with a stable outlook by Moody’s Investors Service, [removed: “BBB-”] [added: “BBB”] with a [removed: positive] [added: stable] outlook by Fitch Ratings, and [removed: “BB+”] [added: “BBB-”] with a [removed: positive] [added: stable] outlook by Standard & Poor’s.

[added: 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 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: 2023,] [added: 2024,] our financial assurance obligations totaled [removed: $1.8] [added: $2.0] billion for closure and reclamation costs of U.S. mining sites.

Refer to Note [removed: 12] [added: 10] for additional information regarding our financial assurance obligations and Items 1.

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

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

Refer to Notes 1 and [removed: 12] [added: 10] for further discussion of our environmental obligations and AROs and see the risk factors below relating to the potential physical impacts of climate change and our related obligations as part of our commitment to implementing the Tailings Standard.

Unanticipated [removed: litigation] [added: legal proceedings] or negative developments in pending [removed: litigation] [added: legal proceedings] or other contingencies could have a material adverse effect on our financial condition.

We are, and may in the future become, involved in various legal proceedings and subject to other contingencies that have arisen or may arise in the ordinary course of our business or are associated with environmental matters, including those described in Note [removed: 12,] [added: 10,] Items 1.

“Legal Proceedings.” We are also involved periodically in other reviews, inquiries, investigations and [removed: other] proceedings initiated by or involving government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

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

[removed: In addition, we] [added: We] may be held responsible for the costs of addressing contamination at the site of current or former activities or at third-party [removed: sites,] [added: sites] or be held liable to third parties for exposure to hazardous substances should those be identified in the future.

[removed: The] [added: We cannot predict the] outcome of [removed: litigation] [added: these investigations, and the outcome of any legal proceeding] is inherently uncertain and adverse developments or outcomes can result in significant monetary damages, penalties, other sanctions or injunctive relief against us, limitations on our property rights, or regulatory interpretations that increase our operating costs, some of which may not be covered by insurance.

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- Failure to successfully implement or develop and risks associated with new technologies; and

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obligations.

Copper demand and prices also may be affected by industry production, substitution, and thrifting.

We believe long-term fundamentals for copper are favorable with growing demand supported by copper’s critical role in the global transition to renewable power, electric vehicles and other carbon-reduction initiatives, continued urbanization in developing countries, data center and artificial intelligence (AI) developments and growing connectivity globally; however if these markets, industries and transitions do not develop as we expect, or develop more slowly than we expect, future demand and prices for copper may be negatively affected, impacting our business.

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Following any interruption to our business, we can require substantial recovery time, experience significant expenditures to resume operations, and lose significant revenues, which could have a material adverse effect on our results of operations.

Because we may rely on limited sources and long-lead times for consumables and components for key machines and equipment, a business interruption affecting or requiring such sources would exacerbate any negative consequences to us.

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We are also subject to financial assurance requirements in connection with our remaining oil and gas properties and certain of our previously sold oil and gas properties under both state and federal laws.

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For example, we have been cooperating with and responding to a subpoena from the U.S. Securities and Exchange Commission (SEC) and an information request from the Department of Justice related to our public disclosures about the engineering design and construction of the new smelter in Indonesia, which is also the subject matter in a separate whistleblower complaint from a former contractor that we are defending before the Department of Labor.

Additionally, we are subject to regular review and audit by both domestic and foreign tax authorities.

Although we believe our tax estimates are reasonable, the ultimate tax outcome may differ from the tax amounts recorded in our financial statements and may materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement occurs.

The Act includes, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average annual AFSI exceeding $1.0 billion over a three-year period.

In September 2024, the Internal Revenue Service (IRS) issued proposed regulations that provide guidance on the application of CAMT, which are not final and subject to change.

Based on the proposed guidance

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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, which was designed to coordinate participating jurisdictions in updating the international tax system to ensure that large multinational companies pay a minimum level of income tax.

We are investigating whether activities of PT Smelting may have violated aspects of the FCPA or other laws, including laws of non-U.S. jurisdictions.

PT Smelting is an Indonesian joint venture between PT-FI and Mitsubishi Materials Corporation (MMC).

An affiliate of MMC serves as operator of PT Smelting (see Note 2).

We have voluntarily

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notified the SEC and Department of Justice that we have engaged outside counsel to conduct this investigation of PT Smelting’s activities.

Any determination that operations or activities are not in compliance with existing laws, including the FCPA, could result in the imposition of fines, penalties and equitable remedies.

We cannot currently predict the outcome of the investigation.

Pursuant to regulations issued during 2024, PT-FI is eligible to apply for an extension of its mining rights beyond 2041, provided certain conditions are met.

Refer to Note 10 for a summary of such conditions.

Application for extension may be submitted at any time up to one year prior to the expiration of PT-FI’s IUPK.

PT-FI expects to apply for an extension during 2025, pending agreement with MIND ID on a purchase and sale agreement for the transfer in 2041 of an additional 10% interest in PT-FI.

We cannot guarantee that PT-FI will receive an extension of mining rights beyond 2041.

Refer to “Operations – Indonesia” in MD&A and Notes 10 and 11 for a discussion of Indonesia

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regulatory matters, including those related to export licenses, export duties, export proceeds, smelter assurance bonds and PT-FI’s new smelter and PMR (collectively, PT-FI’s new downstream processing facilities) in Eastern Java, Indonesia.

In October 2024, a fire occurred during commissioning of PT-FI’s new smelter in Eastern Java, Indonesia, requiring a temporary suspension of smelting operations to complete repairs.

Procurement of long-lead items is advanced, and repairs are scheduled to be completed by mid-2025.

Current regulations in Indonesia prohibit exports of copper concentrate as of January 1, 2025.

Pursuant to the terms of its IUPK regarding force majeure events, PT-FI has requested approval from the Indonesia government to permit the export of copper concentrates in 2025 until the required repairs of its new smelter following the October 2024 fire incident and full ramp-up are complete.

below regarding the price and availability of consumables and components we purchase and constraints on supply and logistics, and transportation services.

If

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.

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.

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

For example, we are involved in several significant tax proceedings and other tax disputes with Indonesia and Peru tax authorities (refer to Note 12 for further discussion of these matters).

and have been the target of protests and occasional violence.

The enactment of Law No. 4 of 2009 on Coal and Mineral Mining on January 12, 2009 (the Mining Law) replaced the previous regulatory framework which allowed concession holders, including PT-FI, to conduct mining activities in Indonesia under a contract of work system.

In addition, in early 2017, the Indonesia government issued new regulations to address exports of unrefined metals, including copper concentrates and anode slimes, and other matters related to the mining sector.

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.

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.

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.

We cannot predict whether the regulations will be updated or that PT-FI will be successful in applying for the 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

operation experienced heavy rainfall and electrical storms.

As a result, our operating results for 2019 were impacted by a suspension of El Abra’s crushed leach stacking operations for approximately 35 days.

Our business is dependent upon our workforce being able to safely perform their jobs.

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

Our primary challenge is to dispose of the large volume of tailings.

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

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

Future testing and community health surveys may be used to assess the effectiveness of the local health authority’s priority programs and educational efforts.

Based on our own studies and others conducted by third parties, we believe that our controlled riverine transport system is the best site-specific option for tailings management at the Grasberg minerals district.

since January 2021.

During the first half of 2020, there were several shooting incidents, including an incident near a PT-FI office building where one employee was killed and two others injured.

In January 2021, a helicopter contracted by PT-FI was fired upon and struck by a single gunshot in an area adjacent to the project area.

In 2023, outside of the PT-FI operational area but within the province of Central Papua, there were at least 40 incidents of separatist violence, resulting in 20 fatalities.

We continue to limit the use of the road leading to PT-FI’s mining and milling operations to secured convoys, including transport of personnel by armored vehicles in designated areas.

Uncertainty in the resolution of constitutional reform may contribute to incidents of social unrest.

Continuous production at our mines and any future expansions or developments are

In parallel, as part of the permitting process for the potential expansion, we are planning for a potential submission of an environmental impact statement during 2025, subject to ongoing stakeholder engagement and economic evaluations.

For further discussion of the overburden and related environmental challenges, including as a result of flooding in Indonesia, see the related risk factor above.

*Cybersecurity*

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

In addition to the [removed: material pending legal] proceedings discussed below and in Note [removed: 12,] [added: 10,] we are involved periodically in ordinary routine litigation incidental to our business and not required to be disclosed, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.

[removed: Groundwater is treated differently from surface water under Arizona law,] which historically allowed 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.

[added: 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.

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

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

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

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

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

[removed: ADWR’s] [added: In February 2024, ADWR issued a] report setting forth its proposed subflow depletion [removed: test is due later] [added: test, and objections were filed] 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 [removed: ADWR’s] [added: the] subflow depletion [removed: test report.][added: test.]

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

Refer to Note 10 for further discussion.

Groundwater is treated differently from surface water under Arizona law,

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The Special Master has directed ADWR to submit revised subflow zone delineations consistent with our objections.

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The Special Master ordered ADWR to file an addendum to its report concerning various issues raised in the objections.

A status conference is scheduled for February 2025.

We anticipate that a decree will be entered in 2025.

The fourth resolved decision was issued in, In re Fort

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Huachuca, which involved the U.S.’s claims to water for an Arizona army base.

Trial concluded in February 2017.

The court issued its decision in September 2024 supportive of our position on almost all issues and entered a decree in December 2024.

The result was an approximate 80% reduction of the total acre-feet per year claimed by the U.S. It is unknown whether the U.S. will pursue an interlocutory appeal.

Refer to Note 12 for a discussion of other material pending legal proceedings.

These federal proceedings have been

Objections to such report are due in April 2024.

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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of common stock held by non-affiliates of the registrant was [removed: $57.1] [added: $69.5] billion on June 30, [removed: 2023.][added: 2024.]

Common stock issued and outstanding was [removed: 1,434,409,010] [added: 1,437,073,006] shares on January 31, [removed: 2024.][added: 2025.]

| Portions of the registrant’s proxy statement for its [removed: 2024] [added: 2025] annual meeting of stockholders are incorporated by reference into Part III of this report. | | |

| [Items 1. and 2. Business and [removed: Properties](#i50b4ef8e05444c8a84667e83213a8f54_13)] [added: Properties](#i57dc51062981461e921e559a09f6ecf2_13)] | | | [removed: [1](#i50b4ef8e05444c8a84667e83213a8f54_13)] [added: [1](#i57dc51062981461e921e559a09f6ecf2_13)] | | |

| [Item 1A. Risk [removed: Factors](#i50b4ef8e05444c8a84667e83213a8f54_85)] [added: Factors](#i57dc51062981461e921e559a09f6ecf2_85)] | | | [removed: [47](#i50b4ef8e05444c8a84667e83213a8f54_85)] [added: [47](#i57dc51062981461e921e559a09f6ecf2_85)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i50b4ef8e05444c8a84667e83213a8f54_88)] [added: Comments](#i57dc51062981461e921e559a09f6ecf2_88)] | | | [removed: [70](#i50b4ef8e05444c8a84667e83213a8f54_88)] [added: [71](#i57dc51062981461e921e559a09f6ecf2_88)] | | |

| [Item 1C. [removed: Cybersecurity](#i50b4ef8e05444c8a84667e83213a8f54_6597069769301)] [added: Cybersecurity](#i57dc51062981461e921e559a09f6ecf2_91)] | | | [removed: [70](#i50b4ef8e05444c8a84667e83213a8f54_6597069769301)] [added: [72](#i57dc51062981461e921e559a09f6ecf2_91)] | | |

| [Item 3. Legal [removed: Proceedings](#i50b4ef8e05444c8a84667e83213a8f54_91)] [added: Proceedings](#i57dc51062981461e921e559a09f6ecf2_94)] | | | [removed: [72](#i50b4ef8e05444c8a84667e83213a8f54_91)] [added: [73](#i57dc51062981461e921e559a09f6ecf2_94)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i50b4ef8e05444c8a84667e83213a8f54_94)] [added: Disclosures](#i57dc51062981461e921e559a09f6ecf2_97)] | | | [removed: [75](#i50b4ef8e05444c8a84667e83213a8f54_94)] [added: [76](#i57dc51062981461e921e559a09f6ecf2_97)] | | |

| [Information [removed: About](#i50b4ef8e05444c8a84667e83213a8f54_94) [O](#i50b4ef8e05444c8a84667e83213a8f54_94)[ur] [added: About Our] Executive [removed: Officers](#i50b4ef8e05444c8a84667e83213a8f54_94)] [added: Officers](#i57dc51062981461e921e559a09f6ecf2_97)] | | | [removed: [75](#i50b4ef8e05444c8a84667e83213a8f54_94)] [added: [76](#i57dc51062981461e921e559a09f6ecf2_97)] | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder [removed: Matters](#i50b4ef8e05444c8a84667e83213a8f54_100)] [added: Matters](#i57dc51062981461e921e559a09f6ecf2_103)] | | | | | |

| [and Issuer Purchases of Equity [removed: Securities](#i50b4ef8e05444c8a84667e83213a8f54_100)] [added: Securities](#i57dc51062981461e921e559a09f6ecf2_103)] | | | [removed: [76](#i50b4ef8e05444c8a84667e83213a8f54_100)] [added: [78](#i57dc51062981461e921e559a09f6ecf2_103)] | | |

| [Items 7. and 7A. Management’s Discussion and Analysis of Financial Condition and [removed: Results](#i50b4ef8e05444c8a84667e83213a8f54_106)] [added: Results](#i57dc51062981461e921e559a09f6ecf2_109)] | | | | | |

| [of Operations and Quantitative and Qualitative Disclosures about Market [removed: Risk](#i50b4ef8e05444c8a84667e83213a8f54_106)] [added: Risk](#i57dc51062981461e921e559a09f6ecf2_109)] | | | [removed: [77](#i50b4ef8e05444c8a84667e83213a8f54_106)] [added: [79](#i57dc51062981461e921e559a09f6ecf2_109)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i50b4ef8e05444c8a84667e83213a8f54_166)] [added: Data](#i57dc51062981461e921e559a09f6ecf2_169)] | | | [removed: [116](#i50b4ef8e05444c8a84667e83213a8f54_166)] [added: [117](#i57dc51062981461e921e559a09f6ecf2_169)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i50b4ef8e05444c8a84667e83213a8f54_271)] [added: Disclosure](#i57dc51062981461e921e559a09f6ecf2_277)] | | | [removed: [176](#i50b4ef8e05444c8a84667e83213a8f54_271)] [added: [176](#i57dc51062981461e921e559a09f6ecf2_277)] | | |

| [Item 9A. Controls and [removed: Procedures](#i50b4ef8e05444c8a84667e83213a8f54_274)] [added: Procedures](#i57dc51062981461e921e559a09f6ecf2_280)] | | | [removed: [176](#i50b4ef8e05444c8a84667e83213a8f54_274)] [added: [176](#i57dc51062981461e921e559a09f6ecf2_280)] | | |

| [Item 9B. Other [removed: Information](#i50b4ef8e05444c8a84667e83213a8f54_277)] [added: Information](#i57dc51062981461e921e559a09f6ecf2_283)] | | | [removed: [176](#i50b4ef8e05444c8a84667e83213a8f54_277)] [added: [176](#i57dc51062981461e921e559a09f6ecf2_283)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i50b4ef8e05444c8a84667e83213a8f54_280)] [added: Inspections](#i57dc51062981461e921e559a09f6ecf2_286)] | | | [removed: [176](#i50b4ef8e05444c8a84667e83213a8f54_280)] [added: [177](#i57dc51062981461e921e559a09f6ecf2_286)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i50b4ef8e05444c8a84667e83213a8f54_286)] [added: Governance](#i57dc51062981461e921e559a09f6ecf2_292)] | | | [removed: [176](#i50b4ef8e05444c8a84667e83213a8f54_286)] [added: [177](#i57dc51062981461e921e559a09f6ecf2_292)] | | |

| [Item 11. Executive [removed: Compensation](#i50b4ef8e05444c8a84667e83213a8f54_289)] [added: Compensation](#i57dc51062981461e921e559a09f6ecf2_295)] | | | [removed: [176](#i50b4ef8e05444c8a84667e83213a8f54_289)] [added: [177](#i57dc51062981461e921e559a09f6ecf2_295)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management [removed: and](#i50b4ef8e05444c8a84667e83213a8f54_292)] [added: and](#i57dc51062981461e921e559a09f6ecf2_298)] | | | | | |

| [Related Stockholder [removed: Matters](#i50b4ef8e05444c8a84667e83213a8f54_292)] [added: Matters](#i57dc51062981461e921e559a09f6ecf2_298)] | | | [removed: [177](#i50b4ef8e05444c8a84667e83213a8f54_292)] [added: [177](#i57dc51062981461e921e559a09f6ecf2_298)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i50b4ef8e05444c8a84667e83213a8f54_295)] [added: Independence](#i57dc51062981461e921e559a09f6ecf2_301)] | | | [removed: [177](#i50b4ef8e05444c8a84667e83213a8f54_295)] [added: [178](#i57dc51062981461e921e559a09f6ecf2_301)] | | |

| [Item 14. Principal Accounting Fees and [removed: Services](#i50b4ef8e05444c8a84667e83213a8f54_298)] [added: Services](#i57dc51062981461e921e559a09f6ecf2_304)] | | | [removed: [177](#i50b4ef8e05444c8a84667e83213a8f54_298)] [added: [178](#i57dc51062981461e921e559a09f6ecf2_304)] | | |

| [Item 15. Exhibits, Financial Statement [removed: Schedules](#i50b4ef8e05444c8a84667e83213a8f54_304)] [added: Schedules](#i57dc51062981461e921e559a09f6ecf2_310)] | | | [removed: [177](#i50b4ef8e05444c8a84667e83213a8f54_304)] [added: [178](#i57dc51062981461e921e559a09f6ecf2_310)] | | |

| [Item 16. Form 10-K [removed: Summary](#i50b4ef8e05444c8a84667e83213a8f54_307)] [added: Summary](#i57dc51062981461e921e559a09f6ecf2_313)] | | | [removed: [183](#i50b4ef8e05444c8a84667e83213a8f54_307)] [added: [184](#i57dc51062981461e921e559a09f6ecf2_313)] | | |

[removed: We] [added: Headquartered in Phoenix, Arizona, we] operate large, long-lived, geographically diverse assets with significant proven and probable mineral reserves of copper, gold and molybdenum.

Our portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits; and significant [removed: mining] operations in North America and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru.

We believe the actions we have taken in recent years to [removed: build a solid] [added: strengthen our] balance sheet and maintain flexible organic growth options [removed: while maintaining liquidity,] will allow us to continue to execute our business [removed: plans in a prudent manner] [added: plans,] and [removed: preserve substantial future asset values.][added: reliably and responsibly generate cash flows to pursue value-enhancing organic growth options and return cash to shareholders.]

We believe that we have a high-quality portfolio of long-lived copper assets [removed: 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 [removed: and gold] production increasing in each of the past three [removed: years, including achievement of multiple operating records during 2023.][added: years.]

We are [removed: also advancing a series of] [added: progressing] initiatives across our North America and South America operations [removed: to incorporate] [added: by incorporating] new applications, technologies and data analytics to our leaching processes.

For the year [removed: 2023,] [added: 2024,] the London Metal Exchange (LME) copper settlement prices averaged [removed: $3.85] [added: $4.15] per [removed: pound, ranging] [added: pound (ranging] from a [removed: high] [added: low] of [removed: $4.28] [added: $3.67] per pound [removed: in January] to a [removed: low for the year] [added: high] of [removed: $3.54] [added: $4.92] per [removed: pound in May,] [added: pound)] and [removed: closing] [added: closed] at [removed: $3.84] [added: $3.95] per pound on December [removed: 29, 2023.][added: 31, 2024.]

We believe [removed: long-term] fundamentals for copper are favorable [removed: and that future] [added: with growing] demand [removed: will be] supported by copper’s [added: critical] role in the global transition to renewable power, electric vehicles and other carbon-reduction initiatives, continued urbanization in developing [removed: countries] [added: countries, data centers] and [added: artificial intelligence developments and] growing connectivity globally.

Following are our ownership interests at December 31, [removed: 2023,] [added: 2024,] in operating mines through our consolidated subsidiaries, Freeport Minerals Corporation (FMC) and [removed: PT Freeport Indonesia (PT-FI):][added: PT-FI:]

[removed: ][added: ]

a.Refer to Note [removed: 3] [added: 2] for discussion of our conclusion to consolidate PT-FI.

| [Part I](#i57dc51062981461e921e559a09f6ecf2_10) | | | [1](#i57dc51062981461e921e559a09f6ecf2_10) | | |

| [Part II](#i57dc51062981461e921e559a09f6ecf2_100) | | | [78](#i57dc51062981461e921e559a09f6ecf2_100) | | |

| Item 6. Reserved | | | [78](#i57dc51062981461e921e559a09f6ecf2_106) | | |

| [Part III](#i57dc51062981461e921e559a09f6ecf2_289) | | | [177](#i57dc51062981461e921e559a09f6ecf2_289) | | |

| [Part IV](#i57dc51062981461e921e559a09f6ecf2_307) | | | [178](#i57dc51062981461e921e559a09f6ecf2_307) | | |

| [Glossary of Terms](#i57dc51062981461e921e559a09f6ecf2_316) | | | [184](#i57dc51062981461e921e559a09f6ecf2_316) | | |

| [Signatures](#i57dc51062981461e921e559a09f6ecf2_319) | | | [S-1](#i57dc51062981461e921e559a09f6ecf2_319) | | |

We are a leading international metals company with the objective of being foremost in copper.

Our results for 2024 reflect solid execution of our operating plans and we are committed to enhancing productivity, managing costs and capital and advancing opportunities for long-term profitable growth and value creation.

During 2024, construction of PT Freeport Indonesia’s (PT-FI) new smelter and precious metals refinery (PMR) (collectively, PT-FI’s new downstream processing facilities) in Eastern Java, Indonesia were completed and as part of start-up activities, PT-FI commenced gold production from the PMR in December 2024.

In October 2024, during start-up activities of the new smelter, a fire occurred requiring a temporary suspension of smelting operations to complete repairs.

PT-FI expects repairs to be completed by mid-2025 and ramp-up to full capacity to be achieved by year-end 2025.

Incremental copper production from these initiatives totaled 214 million pounds in 2024, compared with a total of 144 million pounds in 2023.

We have projects underway to apply recent operational enhancements to our leaching processes on a larger scale and are testing new innovative technology applications that we believe have the potential for significant increases in recoverable metal from leach stockpiles beyond the current run rate.

We believe we benefit from significant copper reserves and resources with embedded growth options, an experienced team and exposure to markets with a favorable fundamental outlook.

c.FMC’s interest in Cerro Verde is 55.08%, and prior to September 2024 was 53.56%.

We also operate a copper smelter in Miami, Arizona.

Upon completion and full ramp-up of PT-FI’s new downstream processing facilities, PT-FI will be a fully integrated producer of refined copper and gold.

power, electric vehicles and other carbon-reduction initiatives, continued urbanization in developing countries, data centers and artificial intelligence developments and growing connectivity globally.

During 2024, 45% of our mined copper was sold in concentrate, 34% as cathode and 21% as rod.

Historically, copper concentrate produced in the Grasberg minerals district has been shipped to PT Smelting in Indonesia, Atlantic Copper in Spain and third-party smelters outside of Indonesia.

Once PT-FI’s new smelter is fully operational, all of Grasberg’s copper concentrate is expected to be processed within Indonesia.

Copper concentrate is smelted (*i.e.*, subjected to extreme heat) to produce copper anode, which

We operate a copper smelter in Miami, Arizona that produces copper anode.

Following the full ramp-up of PT-FI’s new downstream processing facilities, PT-FI’s mining and smelting operations will be fully integrated and copper sales will be in the form of copper cathodes.

As part of start-up activities, PT-FI commenced gold production from its new PMR in December 2024.

We began selling gold bars produced by the PMR in February 2025 and the related revenues are recorded net of royalties.

There are a number of federal and state environmental laws and regulations that apply to our properties and may affect our operations.

Other federal and comparable state environmental laws have affected, or could in the future affect, us including, but not limited to, the Resource Conservation and Recovery Act, the Clean Air Act and the National Environmental Policy Act.

Our operations are subject to state regulations governing mine closures and reclamation.

Closure plans are required to be updated every six years in Arizona and every five years in New Mexico and Colorado.

Further, there has been consideration of reforms to federal mining laws, including enhancement of laws, regulations and policies governing financial assurance, which if ever enacted, may be applicable to us.

This final rule will impact our Miami, Arizona smelter operations, which process a significant portion of the copper concentrate produced by our North America copper mines.

We are evaluating processes and equipment modifications and the costs involved, which could be significant in connection with the revised rule requirements.

Our appeal of EPA’s final rule to the Court of Appeals for the District of Columbia Circuit is suspended pending resolution of several petitions for reconsideration to the EPA filed by us and other parties.

In January 2024, EPA announced through guidance that, effective immediately, it lowered the recommended screening levels for investigation and cleanup of lead in residential soils, and in January 2025, EPA published its final toxicological assessment for inorganic arsenic, which may be used to calculate cleanup levels at state and federal remediation sites and may lead to regulatory guidance, rulemaking and other regulatory activities.

We are working with state agencies to understand possible ramifications of this guidance to our projects.

In October 2024, MOEF approved the next phase of the Tailings Management Roadmap, which extends from 2025 to 2030 and continues activities from the initial period with additional programs and studies for continuous improvement in tailings management.

In 2024, the MOEF approved an addendum to the AMDAL that covers activities associated with the conversion of PT-FI’s power plant from coal-fired to liquefied natural gas (LNG).

Permitting related to the conversion to LNG continues to progress.

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

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

| Item 6. Reserved | | | [76](#i50b4ef8e05444c8a84667e83213a8f54_103) | | |

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

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

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

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

We are a leading international mining company with headquarters in Phoenix, Arizona.

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.

Despite economic uncertainty, including rising costs, we continued to generate positive operating cash flows.

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.

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

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

Examples of areas we

During 2023, 51% of our mined copper was sold in concentrate, 27% as cathode and 22% as rod from our North America operations.

During 2023, our North America mines shipped 3% of their copper concentrate sales volumes to Atlantic Copper for smelting and refining, which was sold as copper cathode by Atlantic Copper.

During 2023, 9% of our South America mines’ copper concentrate sales volumes were shipped to Atlantic Copper for smelting and refining, which was sold as copper cathode by Atlantic Copper.

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

For 2024, we expect to incur approximately $0.6 billion of aggregate environmental capital expenditures and other environmental costs (including our joint venture partners’ shares).

In 2019, legislation was enacted in Colorado that eliminates our ability to use parent company guarantees and requires proof of an end date for water treatment as a condition of permit issuance authorizing mining operations, with some exceptions for existing operations.

In 2018, EPA concluded a rulemaking that considered the need for financial responsibility for hardrock mining operations under CERCLA by publishing its determination that it did not intend to require financial responsibility for the hardrock mining industry sector.

In 2019, the District of Columbia Circuit upheld EPA’s decision.

In connection with the presidential executive order issued in January 2021, EPA will review this final action, though the timing of its review is unknown.

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.

We may be required to modify our systems or install additional equipment to address findings, new requirements or for other reasons, which could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business.

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.

El Abra submitted an updated closure plan and cost estimates in November 2018, and approval of the updated closure plan and cost estimates was received in August 2020.

In 2023, PT-FI continued to work with MOEF on the Tailings Management Roadmap objectives.

Permitting continues to progress for certain facilities related to the expansion of underground mining production operations as well as for additional structures to increase retention of tailings within the approved lowlands tailings management areas.

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

Additionally, the pledges made as part of the 2021 Glasgow Climate Pact could result in further policy changes in many of the jurisdictions in which we operate.

where we operate, including Indonesia and the European Union (EU), and we expect that such carbon taxes and other carbon pricing mechanisms will increase over time.

For example, in 2022, the SEC proposed new climate-related disclosure rules, which if finalized, could require new climate-related disclosures in SEC filings and audited financial statements, including certain climate-related metrics and GHG emissions data, information about climate-related targets and goals, transition plans, if any, and attestation requirements.

In addition, Atlantic Copper is, and we expect to be, subject to the requirements of the EU’s Corporate Sustainability Reporting Directive, which will require additional disclosures across, among others, environmental and social topics, including climate change.

to acquire and develop quality deposits (including the expansion of deposits at our existing mine sites); recruit, retain, develop and advance a skilled workforce; and to manage our costs.

The Copper Mark

[Table](#i57dc51062981461e921e559a09f6ecf2_7) [of Contents](#i57dc51062981461e921e559a09f6ecf2_7)

Our approach to cybersecurity incorporates a layered portfolio of technology controls, including strategic partnerships for our cybersecurity platforms, documented policies and procedures, [added: periodic] end user [added: training, including cybersecurity awareness] training [added: for employees] and [added: certain contractors, 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, [added: including processes to assess severity, escalate, contain, investigate and remediate an incident, as well as to comply with potentially applicable legal and disclosure obligations.]

We also have processes to oversee and identify material cybersecurity risks associated with our use of third-party service providers, including [added: utilizing safeguards to protect sensitive data,] 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 [added: requiring] agreements to be subject to periodic cybersecurity audits.

Our cybersecurity risk management and strategy processes [added: described in “Risk Management and Strategy” above] are led by our Chief Information Officer (CIO) and our Chief Information Security Officer (CISO).

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

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

The Audit Committee reviews and discusses with management, including reports from our [removed: CIO,] [added: Chief Innovation Officer,] at least annually:

The Audit Committee also periodically receives reports on notable cybersecurity [removed: incidents.][added: incidents and briefs the full Board on these matters.]

Our Senior Vice President and Chief Innovation Officer, who has served in various senior leadership roles in operational improvement and technology during his nearly 30-year tenure with us, leads our innovation and technology initiatives, corporate information systems and financial shared services.

Our CIO and CISO each report to our Chief Innovation Officer.

Our CIO is responsible for the strategy, deployment, operational effectiveness and risk management of our technology systems and operations.

Our CIO has over 30 years of experience in technology, cybersecurity and risk management, including leading information and technology initiatives for companies in the mining and energy sectors as a partner and senior managing director at a global professional services public company specializing in information technology services and management consulting.

Our CISO is responsible for protecting our global technology systems from cybersecurity incidents, which includes overseeing the deployment of cybersecurity controls, managing a team of cybersecurity professionals and reporting on cybersecurity matters to management and the Audit Committee of our Board.

Our CISO has 30 years of experience in the technology and

[Table](#i57dc51062981461e921e559a09f6ecf2_7) [of Contents](#i57dc51062981461e921e559a09f6ecf2_7)

cybersecurity industries, including 15 years serving as CISO for public companies.

Our CISO is also a Certified Information Systems Security Professional.

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

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 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 periodically briefs the full Board on these matters.

Certain information as of February [removed: 15, 2024,] [added: 14, 2025,] about our executive officers is set forth in the following table and accompanying text:

| Richard C. Adkerson | | | | | | [removed: 77] [added: 78] | | | | | | Chairman of the Board [removed: and Chief Executive Officer] [added: of Directors] | | |

| Kathleen L. Quirk | | | | | | [removed: 60] [added: 61] | | | | | | President [added: and Chief Executive Officer] | | |

| Maree E. Robertson | | | | | | [removed: 48] [added: 49] | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Financial Officer | | |

| Stephen T. Higgins | | | | | | [removed: 66] [added: 67] | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Administrative Officer | | |

| Douglas N. Currault II | | | | | | [removed: 59] [added: 60] | | | | | | [removed: Senior] [added: Executive] Vice President and General Counsel | | |

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

Mr. Adkerson previously served as [added: CEO from December 2003 to June 2024,] 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 [removed: Chief Financial Officer (CFO)] [added: CFO] from October 2000 to December 2003.

Quirk* has served as [added: Chief Executive Officer (CEO) since June 2024, as] President since February 2021 and as a director of the Board [added: of Directors (Board)] since February 2023.

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

Robertson* has served as [removed: Senior] [added: Executive] Vice President [added: since July 2024] and CFO since March 2022.

Higgins* has served as [added: Executive Vice President since July 2024 and] Chief Administrative Officer since January [removed: 2019 and as Senior Vice President since August 2018.][added: 2019.]

Mr. Higgins previously served as [added: Senior] Vice President [added: from August 2018 to June 2024, Vice President] – Sales and Marketing from March 2007 to August 2018 and President of Freeport-McMoRan Sales Company Inc. from April 2006 to August 2019.

Currault II* has served as [removed: Senior] [added: Executive] Vice President [added: since July 2024] and General Counsel since October 2019.

Mr. Currault previously served as [added: Senior Vice President from October 2019 to June 2024,] 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 Assistant Secretary from February 2000 to May 2007.

She previously served as Senior Vice President from March 2022 to June 2024.

[Table](#i57dc51062981461e921e559a09f6ecf2_7) [of Contents](#i57dc51062981461e921e559a09f6ecf2_7)

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.

There were no unregistered sales of equity securities during the [removed: three months] [added: quarter] ended December 31, [removed: 2023.][added: 2024.]

Our common stock is traded on the New York Stock Exchange under the symbol “FCX.” At January 31, [removed: 2024,] [added: 2025,] there were [removed: 9,671] [added: 9,109] holders of record of our common stock.

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

The combined annual rate of the base dividend and the variable dividend totaled $0.60 per share [removed: for 2023] [added: in 2024] and [removed: 2022.][added: 2023.]

In December [removed: 2023,] [added: 2024,] 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 [removed: 1, 2024,] [added: 3, 2025,] to shareholders of record as of January [removed: 12, 2024.][added: 15, 2025.]

Based on current market conditions, the base and variable dividends on our common stock are anticipated to total $0.60 per share for [removed: 2024] [added: 2025] (including the dividends paid on February [removed: 1, 2024),] [added: 3, 2025),] comprised of a $0.30 per share base dividend and $0.30 per share variable dividend.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations and Quantitative and Qualitative Disclosures About Market Risk” and Note [removed: 10] [added: 8] for further discussion.

The following table sets forth information with respect to shares of FCX common stock purchased by us during the [removed: three months] [added: quarter] ended December 31, [removed: 2023,] [added: 2024,] and the approximate dollar value of shares that may yet be purchased pursuant to our share repurchase program:

“Risk Factors” and Note [removed: 10] [added: 8] for further discussion.

| October 1-31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,105,744,136 | |

| November 1-30, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,105,744,136 | |

| December 1-31, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,105,744,136 | |

| October 1-31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| November 1-30, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

| December 1-31, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 3,164,642,228 | |

*This section of our Form 10-K discusses the results of operations for the years [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and comparisons between these years.

Discussion of the results of operations for the year [removed: 2021] [added: 2022] and comparisons between the years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022.*][added: 2023.*]

[removed: We] [added: Headquartered in Phoenix, Arizona, we] operate large, long-lived, geographically diverse assets with significant proven and probable mineral reserves of copper, gold and molybdenum.

Our portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits; and significant [removed: mining] operations in North America and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru.

We believe the actions we have taken in recent years to [removed: build a solid] [added: strengthen our] balance sheet and maintain flexible organic growth options [removed: while maintaining liquidity,] will allow us to continue to execute our business [removed: plans in a prudent manner] [added: plans,] and [removed: preserve substantial future asset values.][added: reliably and responsibly generate cash flows to pursue value-enhancing organic growth options and return cash to shareholders.]

We believe that we have a high-quality portfolio of long-lived copper assets [removed: 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 [removed: and gold] production increasing in each of the past three [removed: years, including achievement of multiple operating records during 2023.][added: years.]

We are [removed: also advancing a series of] [added: progressing] initiatives across our North America and South America operations [removed: to incorporate] [added: by incorporating] new applications, technologies and data analytics to our leaching processes.

In [removed: fourth-quarter] [added: late] 2023, we achieved our initial [added: incremental annual] run rate target of approximately 200 million pounds of [removed: copper per year through these initiatives.][added: copper.]

Net income attributable to common stock totaled [removed: $1.8] [added: $1.9] billion in [removed: 2023] [added: 2024] and [removed: $3.5] [added: $1.8] billion in [removed: 2022.][added: 2023.]

Refer to “Consolidated Results” for discussion of items impacting our consolidated results for the two years ended December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] we had consolidated debt of [removed: $9.4] [added: $8.9] billion and consolidated cash and cash equivalents of [removed: $4.8 billion ($5.8] [added: $3.9 billion, $4.7] billion including [added: current] restricted cash and cash equivalents associated with [added: a portion of] PT-FI’s export proceeds required to be temporarily deposited in Indonesia [removed: banks), resulting in net debt of $3.6 billion ($0.8 billion excluding net debt for the Manyar smelter and precious metals refinery (PMR) in Indonesia – collectively, the Indonesia smelter projects).][added: banks.]

Refer to “Net Debt” for reconciliations of consolidated debt, consolidated cash and cash equivalents and [removed: consolidated] [added: current] restricted cash [removed: and cash equivalents] [added: associated with PT-FI’s export proceeds] to net debt.

[removed: Other than] [added: In November 2024, we repaid] $0.7 billion in scheduled senior note maturities [removed: in November 2024, we] [added: using cash on hand and] have no further senior note maturities until 2027.

[added: At December 31, 2024, we had $3.0 billion of availability under our revolving] credit facility, and PT-FI and Cerro Verde had [removed: $1.75] [added: $1.5] billion and $350 million, respectively, [removed: available] [added: of availability] under their revolving credit facilities.

Refer to Note [removed: 8] [added: 6] and “Capital Resources and Liquidity” for further discussion of our debt.

At December 31, [removed: 2023,] [added: 2024,] our estimated consolidated recoverable proven and probable mineral reserves totaled [removed: 104.1] [added: 97.0] billion pounds of copper, [removed: 24.5] [added: 23.0] million ounces of gold and [removed: 3.34] [added: 3.16] billion pounds of molybdenum.

Refer to Note [removed: 17] [added: 15] and “Critical Accounting Estimates – Mineral Reserves” for further discussion.

During [removed: 2023,] [added: 2024,] production from our mines totaled 4.2 billion pounds of copper, [removed: 2.0] [added: 1.9] million ounces of gold and [removed: 82] [added: 80] million pounds of molybdenum.

Following is the allocation of our consolidated copper, gold and molybdenum production in [removed: 2023] [added: 2024] by geographic location:

| North America | | | [removed: 32] [added: 29] | | % | | | | 1 | | % | | | | [removed: 73] [added: 75] | | % | a | | |

| South America | | | [removed: 29] [added: 28] | | | | | | — | | | | | | [removed: 27] [added: 25] | | | | | |

| Indonesia | | | [removed: 39] [added: 43] | | | | | | 99 | | | | | | — | | | | | |

a.Our North America copper mines produced [removed: 37%] [added: 38%] of consolidated molybdenum production, and our Henderson and Climax molybdenum mines produced [removed: 36%.][added: 37%.]

Copper production from [removed: the] [added: three of our mines (the] Morenci mine in North America, [added: the] Cerro Verde mine in Peru and the Grasberg minerals district in [removed: Indonesia] [added: Indonesia)] together totaled [removed: 76%] [added: 77%] of our consolidated copper production in [removed: 2023.][added: 2024.]

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] for further discussion.

Because we cannot control the [removed: price] [added: prices] of our products, the key measures that management focuses on in operating our business are sales volumes, unit net cash costs, operating cash flows and capital expenditures.

Following are our projected consolidated sales volumes for [removed: 2024] [added: 2025] and actual consolidated sales volumes for [removed: 2023:][added: 2024:]

| North America copper mines | | | [removed: 1,280] [added: 1,360] | | | | | | [removed: 1,361] [added: 1,257] | | | | | |

| South America mining | | | [removed: 1,130] [added: 1,090] | | | | | | [removed: 1,200] [added: 1,177] | | | | | |

| Gold (thousands of recoverable ounces) | | | [removed: 1,975] [added: 1,625] | | | | | | [removed: 1,713] [added: 1,837] | | | | | |

| Molybdenum (millions of recoverable pounds) | | | [removed: 85] [added: 88] | | | a | | | [removed: 81] [added: 78] | | | | | |

a.Includes [removed: 55] [added: 53] million pounds from our North America and South America copper mines and [removed: 30] [added: 35] million pounds from our Molybdenum mines.

Projected sales volumes are dependent on operational performance; [removed: extension of PT-FI’s] [added: Indonesia regulatory approval to] export [removed: permits for] copper [removed: concentrates] [added: concentrate until repairs] and [removed: anode slimes beyond May 2024; the timing of the] [added: full] ramp-up of [removed: the Indonesia] [added: PT-FI’s new] smelter [removed: projects;] [added: are complete;] weather-related [removed: conditions, including ongoing El Niño weather impacts;] [added: conditions;] timing of shipments and other factors.

For further discussion of other important factors that could cause results to differ materially from projections, refer to [removed: “Cautionary Statement” below, and] Item 1A.

“Risk Factors” contained in Part I of our annual report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

Consolidated unit net cash costs (net of by-product credits) for our copper mines are expected to average $1.60 per pound of copper for the year [removed: 2024,] [added: 2025,] based on achievement of current sales volume [added: estimates (including estimates for copper concentrate exports from Indonesia)] and cost estimates and assuming average prices of [removed: $2,000] [added: $2,700] per ounce of gold and [removed: $19.00] [added: $20.00] per pound of molybdenum for the year [removed: 2024.][added: 2025.]

Quarterly unit net cash costs vary with fluctuations in sales [removed: volumes] [added: volumes, including the ratio of copper] and [added: gold sales within a period, and] realized prices, primarily for gold and molybdenum.

The impact of price changes on consolidated unit net cash costs for the year [removed: 2024] [added: 2025] would approximate $0.04 per pound of copper for each $100 per ounce change in the average price of gold and [removed: $0.02] [added: $0.03] per pound of copper for each $2 per pound change in the average price of molybdenum.

We are a leading international metals company with the objective of being foremost in copper.

Our results for 2024 reflect solid execution of our operating plans and we are committed to enhancing productivity, managing costs and capital and advancing opportunities for long-term profitable growth and value creation.

During 2024, construction of PT Freeport Indonesia’s (PT-FI) new smelter and precious metals refinery (PMR) (collectively, PT-FI’s new downstream processing facilities) in Eastern Java, Indonesia were completed and as part of start-up activities, PT-FI commenced gold production from the PMR in December 2024.

In October 2024, during start-up activities of the new smelter, a fire occurred requiring a temporary suspension of smelting operations to complete repairs.

PT-FI expects repairs to be completed by mid-2025 and ramp-up to full capacity to be achieved by year-end 2025.

Incremental copper production from these initiatives totaled 214 million pounds in 2024, compared with a total of 144 million pounds in 2023.

We believe we benefit from significant copper reserves and resources with embedded growth options, an experienced team and exposure to markets with a favorable fundamental outlook.

Our results in 2024, compared to 2023, primarily reflect higher average realized copper and gold prices and higher gold sales volumes, partly offset by higher operating costs and higher income attributable to noncontrolling interests primarily related to higher operating income at PT-FI.

Net debt totaled $1.06 billion, excluding $3.2 billion of debt for PT-FI’s new downstream processing facilities.

The forward-looking statements in the below section and elsewhere in this annual report on Form 10-K are based on current market conditions, speak only as of the filing date of this annual report on Form 10-K, are based on several assumptions and are subject to significant risks and uncertainties.

Refer to “Cautionary Statement” below.

| | | | 2025 | | | | | | 2024 | | | | | |

| Total | | | 4,000 | | | | | | 4,066 | | | | | |

Following is a summary of expected capital expenditures for the year 2025 (in billions):

| | | | | | | | | |

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

| Major mining projects | | | $ | 2.8 | | a | | |

| PT-FI’s new downstream processing facilities | | | 0.6 | | | b | | |

| Sustaining capital and other | | | 1.6 | | | | | |

| Total | | | $ | 5.0 | | | | |

a.Includes $1.1 billion for planned projects, primarily associated with underground mine development, supporting mill and power capital costs and a portion of spending on a new gas-fired combined cycle facility in the Grasberg minerals district, and expansion projects in North America, and $1.7 billion for discretionary growth projects, primarily in the Grasberg minerals district for the development of Kucing Liar and at the Bagdad mine for tailings infrastructure.

b.Excludes capitalized interest, commissioning and owner’s costs.

of our annual report on Form 10-K for the year ended December 31, 2024).

The following graphs present the London Metal Exchange (LME) copper settlement prices, the London Bullion Market Association (London) PM gold prices, and the Platts Metals Daily Molybdenum Dealer Oxide weekly average prices since January 2015.

Copper sales from our South America and Indonesia operations are generally based on quoted LME monthly average copper settlement prices.

Copper sales from our North America copper mines are generally based on prevailing COMEX monthly average copper settlement prices.

For the year 2024, COMEX copper settlement prices averaged $4.22 per pound (ranging from a low of $3.69 per pound to a high of $5.12 per pound) and closed at $3.99 per pound on December 31, 2024.

COMEX copper settlement prices averaged $4.25 per pound in January 2025, and closed at $4.77 per pound on February 13, 2025.

Interest rate reductions, geopolitical tensions and strong demand from central banks positively impacted gold prices during 2024.

The London PM gold prices averaged $2,710 in January 2025, and closed at $2,915 per ounce on February 13, 2025.

Overall global demand for molybdenum is driven by energy, power generation, aerospace,

defense and construction sectors.

We believe fundamentals for molybdenum are positive with favorable demand drivers and limited supply.

The Act includes, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted financial statement income (AFSI) of corporations with average annual AFSI exceeding $1.0 billion over a three-year period.

In September 2024, the Internal Revenue Service (IRS) issued proposed regulations that provide guidance on the application of the CAMT, which are not final and subject to change.

tax.

Refer to Notes 1 and 10, and Item 1A.

considered reclamation and closure costs.

| Net revisions | | | | | | (3.0) | | | b | | | 0.4 | | | | | | (0.10) | | | | | |

| Reserves at December 31, 2024a,c | | | | | | 97.0 | | | | | | 23.0 | | | | | | 3.16 | | | | | |

We are a leading international mining company with headquarters in Phoenix, Arizona.

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.

Despite economic uncertainty, including rising costs, we have continued to generate positive operating cash flows.

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.

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.

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

| Indonesia mining | | | 1,680 | | | | | | 1,525 | | | | | |

| 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).

Capital expenditures for the year 2024 are expected to approximate $4.6 billion (including $2.3 billion for major mining projects and $1.0 billion for the Indonesia smelter projects).

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

World prices for copper, gold and molybdenum can fluctuate significantly.

During the period from January 2014 through December 2023, the London Metal Exchange (LME) copper settlement price varied from a low of $1.96 per pound in 2016 to a record high of $4.87 per pound in 2022; the London Bullion Market Association (London) PM gold price fluctuated from a low of $1,049 per ounce in 2015 to a record high of $2,078 per ounce in 2023, and the *Platts Metals Daily* Molybdenum Dealer Oxide weekly average price ranged from a low of $4.46 per pound in 2015 to a high of $37.42 per pound in 2023.

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.

The small number of approved, large-scale projects beyond those that have been announced, the long lead times required to permit and build new mines and declining ore grades at existing operations continue to highlight the fundamental supply challenges for copper.

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.

The London PM gold price was $2,053 per ounce on January 31, 2024.


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.

Our operations are in multiple jurisdictions where uncertainties arise in the application of complex tax regulations.

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.

tax assets, we will increase our valuation allowance.

Our valuation allowances totaled $3.9 billion at December 31, 2023, and covered all of our U.S. foreign tax credits and U.S. federal net operating losses (NOLs), substantially all of our U.S. state and foreign NOLs, as well as a portion of our U.S. federal, state and foreign deferred tax assets.

During 2023, our valuation allowances decreased by $91 million.

Accounting for AROs

| Consolidated reserves at December 31, 2022a | | | | | | 111.0 | | | | | | 26.9 | | | | | | 3.53 | | | | | |

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

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

Refer to “Operations – Smelting and Refining” for a summary of net impacts from changes in these deferrals.

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

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

| Consolidated revenues – 2022 | | | $ | 22,780 | | | | | | | | | | |

| Gold | | | (197) | | | | | | | | | | | |

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

| Molybdenum | | | 479 | | | | | | | | | | | |

The LME copper price settled at $3.86 per pound on January 31, 2024.

Based on its assessment, management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 15, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 15, 2024] [added: 14, 2025] expressed an unqualified opinion thereon.

| [added: Uncertain tax positions] | | | [removed: Uncertain Tax Positions] [added: 5] | | | | | | [added: —] | | | | | | [added: (28) | | | | | | (1) | | | | | | (17) | | | | | | — | | |]

| *Description of the Matter* | | | As discussed in Note [removed: 12] [added: 10] to the consolidated financial statements, the Company operates in [removed: the United States and] multiple [removed: international] tax jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge any tax position on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant [removed: judgment] [added: judgment, specifically as it relates] to [removed: (1)] [added: Peru and Indonesia, to] determine whether, based on the technical merits, a tax position is more likely than not to be sustained [removed: and (2) measure the amount of tax benefit that qualifies for recognition.] [added: upon examination by taxing authorities.] | | | | | | | | | | | |

| | | | Auditing management’s [removed: estimate of the amount of] tax [removed: benefit that qualifies for recognition] [added: positions] involved [added: significant] auditor [removed: judgment] [added: judgment,] because management’s [removed: estimate is complex, requires] [added: tax positions require] a high degree of judgment and [removed: is] [added: are] based on interpretations of tax laws and legal rulings. | | | | | |

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

| | | | 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, [removed: or] [added: and/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 obtained and assessed the Company’s correspondence with the relevant tax authorities and, as applicable, third-party tax or legal opinions or other external correspondence and analyses. We also evaluated the adequacy of the Company’s disclosures included in Notes [removed: 11] [added: 9] and [removed: 12] [added: 10] in relation to these tax matters. | | | | | |

| *Description of the Matter* | | | As discussed in Note [removed: 12] [added: 10] to the consolidated financial statements, the Company is subject to [added: various] national, state and local environmental laws and regulations [removed: governing] [added: that govern] the protection of the environment, including remediation, restoration and reclamation of environmental contamination. Liabilities for environmental contingencies are recorded when it is probable that [removed: a liability has] [added: obligations have] been incurred and the [removed: amount] [added: costs] can be reasonably estimated. As of December 31, [removed: 2023,] [added: 2024,] the Company’s consolidated environmental obligations totaled [removed: $1.9] [added: $2.0] billion. | | | | | |

| | | | Auditing management’s accounting for environmental obligations was challenging because significant judgment 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 [removed: contamination at each site,] [added: site contamination,] the [removed: nature] [added: anticipated costs, scope] and [removed: extent] [added: timing] of [added: remediation activities and] required [removed: cleanup efforts] [added: remediation methods] under [removed: existing environmental regulations, the duration] [added: presently enacted laws] and [removed: effectiveness of the chosen remedial strategy,] [added: regulations,] and allocation of costs among other potentially responsible parties. | | | | | |

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

| | | | To test the Company’s measurement of the environmental [removed: loss contingencies,] [added: obligations,] among other procedures, we inspected correspondence with regulatory agencies, [added: including correspondence related to remediation activities and methods and potentially responsible parties,] obtained external legal counsel confirmation letters, and inspected environmental studies. Additionally, we tested the accuracy and completeness of the underlying data used in the Company’s analyses and tested the significant assumptions discussed 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 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: | | | 2023] [added: Chile] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2021-2022, 2024] | | |

| Revenues | | | $ | [removed: 22,855] [added: 25,455] | | | | | $ | [removed: 22,780] [added: 22,855] | | | | | $ | [removed: 22,845] [added: 22,780] | |

| Production and delivery | | | [removed: 13,627] [added: 15,554] | | | | | | [removed: 13,070] [added: 13,627] | | | | | | [removed: 12,032] [added: 13,070] | | |

| Depreciation, depletion and amortization | | | [removed: 2,068] [added: 2,241] | | | | | | [removed: 2,019] [added: 2,068] | | | | | | [removed: 1,998] [added: 2,019] | | |

| Total cost of sales | | | [removed: 15,695] [added: 17,795] | | | | | | [removed: 15,089] [added: 15,695] | | | | | | [removed: 14,030] [added: 15,089] | | |

| Selling, general and administrative expenses | | | [removed: 479] [added: 513] | | | | | | [removed: 420] [added: 479] | | | | | | [removed: 383] [added: 420] | | |

| [removed: Mining exploration] [added: Exploration] and research expenses | | | [removed: 137] [added: 156] | | | | | | [removed: 115] [added: 137] | | | | | | [removed: 55] [added: 115] | | |

| Environmental obligations and shutdown costs | | | [removed: 319] [added: 127] | | | | | | [removed: 121] [added: 319] | | | | | | [removed: 91] [added: 121] | | |

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

| Total costs and expenses | | | [removed: 16,630] [added: 18,591] | | | | | | [removed: 15,743] [added: 16,630] | | | | | | [removed: 14,479] [added: 15,743] | | |

| Operating income | | | [removed: 6,225] [added: 6,864] | | | | | | [removed: 7,037] [added: 6,225] | | | | | | [removed: 8,366] [added: 7,037] | | |

| Interest expense, net | | | [removed: (515)] [added: (319)] | | | | | | [removed: (560)] [added: (515)] | | | | | | [removed: (602)] [added: (560)] | | |

| Net gain on early extinguishment of debt | | | [removed: 10] [added: —] | | | | | | [removed: 31] [added: 10] | | | | | | [removed: —] [added: 31] | | |

| Other [removed: income (expense),] [added: income,] net | | | [removed: 286] [added: 362] | | | | | | [removed: 207] [added: 286] | | | | | | [removed: (105)] [added: 207] | | |

| Income before income taxes and equity in affiliated companies’ net earnings | | | [removed: 6,006] [added: 6,907] | | | | | | [removed: 6,715] [added: 6,006] | | | | | | [removed: 7,659] [added: 6,715] | | |

| Provision for income taxes | | | [removed: (2,270)] [added: (2,523)] | | | | | | [removed: (2,267)] [added: (2,270)] | | | | | | [removed: (2,299)] [added: (2,267)] | | |

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

| Net income | | | [removed: 3,751] [added: 4,399] | | | | | | [removed: 4,479] [added: 3,751] | | | | | | [removed: 5,365] [added: 4,479] | | |

| Net income attributable to noncontrolling interests | | | [removed: (1,903)] [added: (2,510)] | | | | | | [removed: (1,011)] [added: (1,903)] | | | | | | [removed: (1,059)] [added: (1,011)] | | |

| Net income attributable to common stockholders | | | $ | [removed: 1,848] [added: 1,889] | | | | | $ | [removed: 3,468] [added: 1,848] | | | | | $ | [removed: 4,306] [added: 3,468] | |

| Basic | | | $ | [removed: 1.28] [added: 1.31] | | | | | $ | [removed: 2.40] [added: 1.28] | | | | | $ | [removed: 2.93] [added: 2.40] | |

| Diluted | | | $ | [removed: 1.28] [added: 1.30] | | | | | $ | [removed: 2.39] [added: 1.28] | | | | | $ | [removed: 2.90] [added: 2.39] | |

| Basic | | | [removed: 1,434] [added: 1,438] | | | | | | [removed: 1,441] [added: 1,434] | | | | | | [removed: 1,466] [added: 1,441] | | |

| Diluted | | | [removed: 1,443] [added: 1,445] | | | | | | [removed: 1,451] [added: 1,443] | | | | | | [removed: 1,482] [added: 1,451] | | |

| /s/ Kathleen L. Quirk | | | | | | /s/ Maree E. Robertson | | |

| Kathleen L. Quirk | | | | | | Maree E. Robertson | | |

| President and | | | | | | Executive Vice President and | | |

| | | | Tax Contingencies | | | | | | | | | | | |

February 14, 2025

| Indonesia operations | | | | | | (2,908) | | | | | | (3,411) | | | | | | (2,381) | | |

| Acquisition of additional ownership interest in Cerro Verde | | | | | | (210) | | | | | | — | | | | | | — | | |

| Finance lease payments | | | | | | (41) | | | | | | (3) | | | | | | (7) | | |

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

| Acquisition of additional ownership interest in Cerro Verde | | | — | | | | | | — | | | | | | (125) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (125) | | | | | | (90) | | | | | | (215) | | |

| Dividends | | | — | | | | | | — | | | | | | (866) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (866) | | | | | | (1,833) | | | | | | (2,699) | | |

| Change in consolidated subsidiary ownership interests | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | (1) | | | | | | 2 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (40) | | | | | | — | | | | | | — | | | | | | (40) | | | | | | (2) | | | | | | (42) | | |

| Balance at December 31, 2024 | | | 1,624 | | | | | | $ | 162 | | | | | $ | 23,797 | | | | | $ | (170) | | | | | $ | (314) | | | | | 187 | | | | | | $ | (5,894) | | | | | $ | 17,581 | | | | | $ | 11,197 | | | | | $ | 28,778 | |

Product inventories exclude corporate general and administrative costs.

New Accounting Standards. We did not adopt any new accounting standards in 2024 that had a material impact on our consolidated financial statements.

This ASU is effective for FCX’s consolidated financial statements for the year ended December 31, 2024, and subsequent interim consolidated financial statements, and did not materially impact FCX’s segment reporting as presented within Note 14.

This ASU is effective for FCX’s consolidated financial statements for the year ended December 31, 2025.

*Disaggregation of Expenses.* In November 2024, the FASB issued an ASU requiring entities to provide disaggregated disclosures of specified categories of expenses that are included in relevant line items on the face of the income statement, including: purchases of inventory, employee compensation, depreciation, intangible asset amortization and depletion.

This ASU is effective for FCX’s consolidated financial statements for the year ended December 31, 2027, and subsequent interim consolidated financial statements.

Ownership in Subsidiaries. FCX owns 100% of FMC.

Cerro Verde. In September 2024, FCX purchased 5.3 million shares of Cerro Verde common stock for a total cost of $210 million, increasing FCX’s ownership interest in Cerro Verde to 55.08% from 53.56%.

As a result of the transaction, the carrying value of Cerro Verde’s noncontrolling interest was reduced by $90 million, with $125 million recorded to capital in excess to par value, including a $5 million deferred tax impact.

PT Smelting commenced operations in 1999.

In December 2023, PT Smelting completed the expansion of its capacity by 30% to process approximately 1.3 million metric tons of copper concentrate per year.

The project was funded by PT-FI with loans totaling $254 million that converted to equity effective June 30, 2024, increasing PT-FI’s common stock ownership in PT Smelting to 66% from 39.5%.

PT-FI recorded tolling-related charges of $326 million in 2024 and $183 million in 2023.

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

| Construction in progress | | | 9,364 | | | | | | 6,945 | | |

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

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

| Cloud computing arrangements | | | 151 | | | | | | 76 | | |

| Other | | | 100 | | | | | | 106 | | |

c.Refer to Note 10.

g.Refer to Note 13.

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

| Leasesb,c | | | 98 | | | | | | 84 | | |

| PT-FI administrative fined | | | 59 | | | | | | 55 | | |

| PT-FI contingenciese | | | 49 | | | | | | 67 | | |

| MIND ID indemnificationf | | | 49 | | | | | | — | | |

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

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

| Chairman of the Board and | | | | | | Senior Vice President and | | |

February 15, 2024

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

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

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

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

| Net gain on sales of assets | | | | | | — | | | | | | (2) | | | | | | (80) | | |

| Payments for Cerro Verde royalty dispute | | | | | | — | | | | | | — | | | | | | (421) | | |

| Indonesia mining | | | | | | (1,696) | | | | | | (1,575) | | | | | | (1,296) | | |

| Indonesia smelter projects | | | | | | (1,715) | | | | | | (806) | | | | | | (222) | | |

| Acquisition of minority interest in PT Smelting | | | | | | — | | | | | | — | | | | | | (33) | | |

| Balance at January 1, 2021 | | | 1,590 | | | | | | $ | 159 | | | | | $ | 26,037 | | | | | $ | (11,681) | | | | | $ | (583) | | | | | 132 | | | | | | $ | (3,758) | | | | | $ | 10,174 | | | | | $ | 8,494 | | | | | $ | 18,668 | |

| Dividends | | | — | | | | | | — | | | | | | (551) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (551) | | | | | | (603) | | | | | | (1,154) | | |

| Contributions from noncontrolling interests | | | — | | | | | | — | | | | | | 89 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 89 | | | | | | 93 | | | | | | 182 | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 195 | | | | | | — | | | | | | — | | | | | | 195 | | | | | | 1 | | | | | | 196 | | |

*Product.* Product inventories include raw materials, work-in-process and finished goods.

Corporate general and administrative costs are not included in inventory costs.

Raw materials are primarily unprocessed concentrate at Atlantic Copper’s smelting and refining operations.

Work-in-process inventories are primarily copper concentrate at various stages of conversion into anode and cathode at Atlantic Copper’s operations.

Atlantic Copper’s in-process inventories are valued at the weighted-average cost of the material fed to the smelting and refining process plus in-process conversion costs.

Finished goods for mining operations represent salable products (*e.g.*, copper and molybdenum concentrate, copper anode, copper cathode, copper rod, molybdenum oxide, and high-purity molybdenum chemicals and other metallurgical products).

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

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.

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.

ACQUISITIONS AND DISPOSITIONS

At closing, Freeport Cobalt’s assets included cash of approximately $20 million and other net assets of $125 million.

In 2021, FCX recorded a gain of $60 million ($34 million to net income attributable to common stock) associated with this transaction.

PT Smelting. In April 2021, PT-FI acquired 14.5% of the outstanding common stock of PT Smelting, a smelter and refinery in Gresik, Indonesia, for $33 million, increasing its ownership interest from 25.0% to 39.5%.

The remaining outstanding shares of PT Smelting are owned by Mitsubishi Materials Corporation (MMC).

The economics replacement agreement entitled FCX to approximately 81% of PT-FI dividends paid during the Initial Period, with the remaining 19% paid to the noncontrolling interests.

Beginning January 1, 2023, the attribution of PT-FI’s net income or loss is based on equity ownership percentages (48.76% for FCX, 26.24% for MIND ID and 25.00% for PTI), except for net income of $35 million that was attributable to the approximately 190,000 ounces of gold sales discussed above.

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

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

On November 30, 2021, PT-FI entered into a convertible loan agreement to fund an expansion of PT Smelting’s facilities.

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%.

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

There has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023,] [added: 2024,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: (b)] During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

*Director and Officer Trading Arrangements*

*Amended and Restated Executive Employment Agreement*

As previously reported, Kathleen L.

Quirk, the President of FCX, was promoted to the additional role of Chief Executive Officer (CEO) of FCX effective June 11, 2024.

In light of her expanded responsibilities, on February 11, 2025, she and FCX entered into an Amended and Restated Executive Employment Agreement (the Agreement), which amends and restates the Amended and Restated Executive Employment Agreement between FCX and Ms. Quirk dated effective December 2, 2008, and amended effective April 27, 2011 (the Prior Agreement).

The Agreement reflects Ms. Quirk’s roles with FCX and includes other updates to incorporate current market practices.

The Agreement is effective through December 31, 2027, after which it will automatically renew for additional one-year periods unless prior written notice of non-renewal is provided to the other party in accordance with the terms of the Agreement.

The principal terms of the Agreement are substantially similar to the Prior Agreement and does not change Ms. Quirk’s current compensation, although her base salary has been updated to reflect her base salary as of the date she assumed the role of CEO.

The Agreement revises certain potential severance benefits to better align with current market practices.

Specifically, in connection with a termination without Cause or with Good Reason unrelated to a Change in Control (as such terms are defined in the Agreement), the severance payment multiple has been reduced from three times to two times.

In connection with a termination without Cause or with Good Reason related to a Change in Control, the multiple remains at three times, but the protected period has been reduced from three years to two years and includes a limited pre-Change in Control period.

In addition, the severance payment related to a Change in Control will be calculated using the three-year average bonus (instead of the highest bonus during that period), and the pro-rated bonus for the year of termination will likewise be based on the three-year average bonus (instead of actual results for the year).

The benefit continuation period in connection with all qualifying terminations has been reduced from three years to two years.

The Agreement also requires Ms. Quirk to deliver a release in favor of FCX in order to receive certain severance benefits, extends Ms. Quirk’s limited covenant not to compete from six months to eighteen months post-termination, and specifically confirms the application of FCX’s Incentive-Based Compensation Recovery Policy on Ms. Quirk’s compensation, where applicable.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached this Form 10-K as Exhibit 10.8 and incorporated by reference herein.

The information required by this item is incorporated by reference to “Information About Director Nominees,” “Board Committees,” and “Board and Committee Independence; Audit Committee Financial Experts,” [added: and “Compensation Processes and Policies”] in our definitive proxy statement to be filed with the United States Securities and Exchange Commission (SEC), relating to our [removed: 2024] [added: 2025] annual meeting of stockholders.

The information required by this item is incorporated herein by reference to “Director Compensation” and “Executive Officer Compensation” in our definitive proxy statement to be filed with the SEC, relating to our [removed: 2024] [added: 2025] annual meeting of stockholders.

The following table presents information regarding our equity compensation plans as of December 31, [removed: 2023:][added: 2024:]

a.Includes shares of our common stock issuable upon the vesting of [removed: 3,225,125] [added: 3,325,514] restricted stock units (RSUs) and [removed: 2,324,250] [added: 2,619,000] performance share units at maximum performance levels, and the termination of deferrals with respect to [removed: 1,215,900] [added: 1,220,070] RSUs that were vested as of December 31, [removed: 2023.][added: 2024.]

b.Represents securities to be issued under awards assumed in our acquisition of McMoRan Exploration Co. The shares are issuable upon the termination of deferrals with respect to 13,500 RSUs that were vested as of December 31, [removed: 2023,] [added: 2024,] and the awards are not reflected in column (b) because they do not have an exercise price.

The other information required by this item is incorporated by reference to “Stock Ownership of Directors and Executive Officers” and “Stock Ownership of Certain Beneficial Owners” in our definitive proxy statement to be filed with the SEC, relating to our [removed: 2024] [added: 2025] annual meeting of stockholders.

| Equity compensation plans approved by security holders | | | 12,773,631 | | | a | | | $ | 14.22 | | 15,048,374 | | |

| Total | | | 12,787,131 | | | | | | $ | 14.22 | | 15,048,374 | | |

| Equity compensation plans approved by security holders | | | 15,506,281 | | | a | | | $ | 15.62 | | 20,488,378 | | |

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

The information required by this item is incorporated by reference to “Certain Transactions” and “Board and Committee Independence; Audit Committee Financial Experts” in our definitive proxy statement to be filed with the SEC, relating to our [removed: 2024] [added: 2025] annual meeting of stockholders.

The information required by this item is incorporated by reference to “Independent Registered Public Accounting Firm” 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: 2024] [added: 2025] annual meeting of stockholders.

We have audited the consolidated financial statements of Freeport-McMoRan Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and have issued our report thereon dated February [removed: 15, 2024] [added: 14, 2025] included elsewhere in this Form 10-K.

Our responsibility is to express an opinion on the Company’s [removed: schedule] [added: schedule,] based on our audits.

| Year Ended December 31, 2023 | | | | | | [removed: $ |] 3,985 | | | | | [removed: $] | (80) | | [removed: a] | [added: c] | | [removed: $] | (11) | | [removed: b] | [added: b] | | [removed: $] | — | | | | | [removed: $] | 3,894 | | [added: |]

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

| Year Ended December 31, 2023 | | | | | | [removed: $ |] 24 | | | | | [removed: $] | 9 | | | | | [removed: $] | — | | | | | [removed: $] | (5) | | [removed: e] | [added: e] | | [removed: $] | 28 | | [added: |]

| Year Ended December 31, [removed: 2021] [added: 2024] | | | | | | [removed: 82] [added: $] | [added: 28] | | | | | [removed: 18] [added: $] | [added: 6] | | | | | [removed: —] [added: $] | [added: —] | | | | | [removed: (41)] [added: $] | [added: (5)] | | e | | | [removed: 59] [added: $] | [added: 29] | |

[removed: a.Primarily] [added: c.Primarily] relates to $32 million of [removed: United States (U.S.)] [added: U.S.] federal net operating losses (NOLs) utilized during [removed: 2023,] [added: 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 [removed: current year] changes in U.S. federal temporary differences and a $22 million increase in valuation allowances against Section 163(j) deferred tax [removed: assets related to current year activity.][added: assets.]

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

[removed: c.Primarily] [added: d.Primarily] relates to $163 million of U.S. federal NOLs utilized during 2022 and a $22 million decrease related to [removed: expirations] [added: expiration] of U.S. foreign tax credits, partially offset by an increase of $104 million, primarily associated with [removed: current year] changes in U.S. federal temporary differences.

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/831259/000083125918000036/exhibit21.htm)] [added: [2.1](https://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 and PT Indonesia Asahan Aluminium (Persero). | | | | | | 10-Q | | | 001-11307-01 | | | 11/9/2018 | | |

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/831259/000083125919000009/q42018exhibit29.htm)] [added: [2.2](https://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: [3.1](http://www.sec.gov/Archives/edgar/data/831259/000083125916000081/exhibit3106082016.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/831259/000083125924000031/a2q2024exhibit31.htm)] | | | [removed: Amended and Restated] [added: Composite] Certificate of Incorporation of FCX, effective as of June [removed: 8, 2016.] [added: 11, 2024.] | | | | | | [removed: 8-K] [added: 10-Q] | | | 001-11307-01 | | | [removed: 6/9/2016] [added: 8/7/2024] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/831259/000083125920000024/exhibit31-6x3x2020.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/831259/000083125924000023/a2q2024exhibit32.htm)] | | | Amended and Restated By-Laws of FCX, effective as of June [removed: 3, 2020.] [added: 11, 2024.] | | | | | | 8-K | | | 001-11307-01 | | | [removed: 6/3/2020] [added: 6/12/2024] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/831259/000083125921000009/a4q2020exhibit41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/831259/000083125924000031/a2q2024exhibit41.htm)] | | | Description of Common Stock of [removed: Freeport-McMoRan Inc.] [added: FCX.] | | | | | | [removed: 10-K] [added: 10-Q] | | | 001-11307-01 | | | [removed: 2/16/2021] [added: 8/7/2024] | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312515283756/d39842dex3.htm)[2](http://www.sec.gov/Archives/edgar/data/831259/000119312515283756/d39842dex3.htm)] [added: [4.2](https://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: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312512054868/d299177dex41.htm)[3](http://www.sec.gov/Archives/edgar/data/831259/000119312512054868/d299177dex41.htm)] [added: [4.3](https://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 [removed: 4.55% Senior Notes due 2024 and the] 5.40% Senior Notes due 2034). | | | | | | 8-K | | | 001-11307-01 | | | 2/13/2012 | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex42.htm)[4](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex42.htm)] [added: [4.4](https://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 [removed: 4.55% Senior Notes due 2024 and the] 5.40% Senior Notes due 2034). | | | | | | 8-K | | | 001-11307-01 | | | 6/3/2013 | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex45.htm)[5](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex45.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex46.htm)] | | | [removed: Seventh] [added: Eighth] Supplemental Indenture dated as of November 14, 2014 between FCX and U.S. Bank National Association, as Trustee (relating to the [removed: 4.55%] [added: 5.40%] Senior Notes due [removed: 2024).] [added: 2034).] | | | | | | 8-K | | | 001-11307-01 | | | 11/14/2014 | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex46.htm)[6](http://www.sec.gov/Archives/edgar/data/831259/000119312514413217/d816899dex46.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex43.htm)] | | | [removed: Eighth] Supplemental Indenture dated as of [removed: November 14, 2014] [added: May 31, 2013,] between FCX and U.S. Bank National Association, as Trustee (relating to the [removed: 5.40%] [added: 5.450%] Senior Notes due [removed: 2034).] [added: 2043).] | | | | | | 8-K | | | 001-11307-01 | | | [removed: 11/14/2014] [added: 6/3/2013] | | |

| [removed: [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)] [added: [4.6](https://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 5.450% Senior Notes due 2043). | | | | | | 8-K | | | 001-11307-01 | | | 3/7/2013 | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex43.htm)[8](http://www.sec.gov/Archives/edgar/data/831259/000119312513245147/d541301dex43.htm)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/831259/000083125920000032/a2q2020exhibit426.htm)] | | | [added: Fifth] Supplemental Indenture dated as of [removed: May] [added: March] 31, [removed: 2013,] [added: 2020,] between FCX and U.S. Bank National Association, as Trustee (relating to the [removed: 5.450%] [added: 4.125%] Senior Notes due [removed: 2043).] [added: 2028 and the 4.25% Senior Notes due 2030).] | | | | | | [removed: 8-K] [added: 10-Q] | | | 001-11307-01 | | | [removed: 6/3/2013] [added: 8/7/2020] | | |

| [removed: [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)] [added: [4.8](https://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 7 1/8% Debentures due 2027, the 9 1/2% Senior Notes due 2031 and the 6 1/8% Senior Notes due 2034). | | | | | | S-3 | | | 333-36415 | | | 9/25/1997 | | |

| [removed: [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)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/78066/0000950153-97-001088.txt)] | | | Form of 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 7 1/8% Debentures due 2027). | | | | | | 8-K | | | 001-00082 | | | 11/3/1997 | | |

| [removed: [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)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/78066/000095012301503063/y49686ex4-2.txt)] | | | Form of 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 9 1/2% Senior Notes due 2031). | | | | | | 8-K | | | 001-00082 | | | 5/30/2001 | | |

| [removed: [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)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/78066/000095015305000441/p70133exv4w11.txt)] | | | Form of 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 6 1/8% Senior Notes due 2034). | | | | | | 10-K | | | 001-00082 | | | 3/7/2005 | | |

| [removed: [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)] [added: [4.12](https://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 7 1/8% Debentures due 2027, the 9 1/2% Senior Notes due 2031 and the 6 1/8% Senior Notes due 2034). | | | | | | 10-K | | | 001-11307-01 | | | 2/26/2016 | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/831259/000119312519222587/d793106dex41.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/831259/000119312519222587/d793106dex41.htm)] | | | Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (relating to the 5.00% Senior Notes due 2027, the 4.125% Senior Notes due 2028, the 4.375% Senior Notes due 2028, the 5.25% Senior Notes due 2029, the 4.25% Senior Notes due 2030 and the 4.625% Senior Notes due 2030). | | | | | | 8-K | | | 001-11307-01 | | | 8/15/2019 | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/831259/000119312519222587/d793106dex42.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/831259/000119312519222587/d793106dex42.htm)] | | | First Supplemental Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (including the form of 5.00% Senior Notes due 2027). | | | | | | 8-K | | | 001-11307-01 | | | 8/15/2019 | | |

| [removed: [4.16](http://www.sec.gov/Archives/edgar/data/831259/000119312519222587/d793106dex43.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/831259/000119312519222587/d793106dex43.htm)] | | | Second Supplemental Indenture dated as of August 15, 2019, between FCX and U.S. Bank National Association, as Trustee (including the form of 5.25% Senior Notes due 2029). | | | | | | 8-K | | | 001-11307-01 | | | 8/15/2019 | | |

| [removed: [4.17](http://www.sec.gov/Archives/edgar/data/831259/000119312520061782/d858584dex42.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/831259/000119312520061782/d858584dex42.htm)] | | | Third Supplemental Indenture dated as of March 4, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.125% Senior Notes due 2028). | | | | | | 8-K | | | 001-11307-01 | | | 3/4/2020 | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/831259/000119312520061782/d858584dex43.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/831259/000119312520061782/d858584dex43.htm)] | | | Fourth Supplemental Indenture dated as of March 4, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.25% Senior Notes due 2030). | | | | | | 8-K | | | 001-11307-01 | | | 3/4/2020 | | |

| [removed: [4.19](http://www.sec.gov/Archives/edgar/data/831259/000083125920000032/a2q2020exhibit426.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/831259/000119312520199813/d923990dex42.htm)] | | | [removed: Fifth] [added: Sixth] Supplemental Indenture dated as of [removed: March 31,] [added: July 27,] 2020, between FCX and U.S. Bank National Association, as Trustee [removed: (relating to the 4.125% Senior Notes due 2028 and] [added: (including] the [removed: 4.25%] [added: form of 4.375%] Senior Notes due [removed: 2030).] [added: 2028).] | | | | | | [removed: 10-Q] [added: 8-K] | | | 001-11307-01 | | | [removed: 8/7/2020] [added: 7/27/2020] | | |

| [removed: [4.20](http://www.sec.gov/Archives/edgar/data/831259/000119312520199813/d923990dex42.htm)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/831259/000119312520199813/d923990dex43.htm)] | | | [removed: Sixth] [added: Seventh] Supplemental Indenture dated as of July 27, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of [removed: 4.375%] [added: 4.625%] Senior Notes due [removed: 2028).] [added: 2030).] | | | | | | 8-K | | | 001-11307-01 | | | 7/27/2020 | | |

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

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

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/78066/000095012305003414/y06968exv10w1.txt)] [added: [10.3](https://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: [10.4](http://www.sec.gov/Archives/edgar/data/78066/000095012305007134/y09744exv10w1.txt)] [added: [10.4](https://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: [10.5](http://www.sec.gov/Archives/edgar/data/831259/000119312522268354/d390643dex101.htm)] [added: [10.5](https://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: [10.6](http://www.sec.gov/Archives/edgar/data/831259/000083125913000075/fcxexhibit101.htm)*] [added: [10.6](https://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 | | |

| [10.7](https://www.sec.gov/Archives/edgar/data/831259/000083125924000011/a4q2023exhibit107.htm)* | | | FCX Director Compensation. | | | [removed: X] | | | [added: 10-K] | | | [added: 001-11307-01] | | | [added: 2/16/2024] | | |

February 14, 2025

| Year Ended December 31, 2024 | | | | | | $ | 3,894 | | | | | $ | (918) | | a | | | $ | 8 | | b | | | $ | — | | | | | $ | 2,984 | |

a.Primarily relates to expirations of United States (U.S.) foreign tax credits.

| [10.28](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit1028.htm)* | | | Form of Performance Share Unit Agreement (effective February 2025). | | | X | | | | | | | | | | | |

| [10.31](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit1031.htm)* | | | Form of Restricted Stock Unit Agreement (effective February 2025). | | | X | | | | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm)[9.1](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm)[](https://www.sec.gov/Archives/edgar/data/831259/000083125925000006/a4q2024exhibit191.htm) | | | FCX Insider Trading Policy. | | | X | | | | | | | | | | | |

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

February 15, 2024

| Year Ended December 31, 2021 | | | | | | 4,732 | | | | | | (596) | | | d | | | (49) | | | b | | | — | | | | | | 4,087 | | |

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.

| [4.21](http://www.sec.gov/Archives/edgar/data/831259/000119312520199813/d923990dex43.htm) | | | Seventh Supplemental Indenture dated as of July 27, 2020, between FCX and U.S. Bank National Association, as Trustee (including the form of 4.625% Senior Notes due 2030). | | | | | | 8-K | | | 001-11307-01 | | | 7/27/2020 | | |

| [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 | | |

| [22.1](https://www.sec.gov/Archives/edgar/data/831259/000083125924000011/a4q2023exhibit221.htm) | | | List of Subsidiary Guarantors and Subsidiary Issuers of Guaranteed Securities. | | | X | | | | | | | | | | | |

Pursuant to the requirements of Section 13 [added: or 15(d)] 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 [removed: 15, 2024.][added: 14, 2025.]

[removed: Chairman of the Board] [added: President] and Chief Executive Officer

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 [removed: 15, 2024.][added: 14, 2025.]

| [removed: Richard C. Adkerson] [added: Kathleen L. Quirk] | | | (Principal Executive Officer) | | |

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

By:/s/ Kathleen L.

Quirk

Kathleen L.

Quirk

| /s/ Kathleen L. Quirk | | | President and Chief Executive Officer | | |

| * | | | Chairman of the Board | | |

| * By: /s/ Kathleen L. Quirk | | | | | |

By:/s/ Richard C.

Adkerson

Richard C.

| /s/ Richard C. Adkerson | | | Chairman of the Board and Chief Executive Officer | | |

| * | | | Director | | |

| * By: /s/ Richard C. Adkerson | | | | | |