FCX

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How FCX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

40%

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242

new sentences

Dropped

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Length

+534

words, now 19,210

New in FY2025

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; repair and remediation efforts, and phased restart and ramp-up of production and downstream processing following the September 2025 mud rush incident at PT Freeport Indonesia’s (PTFI) Grasberg Block Cave underground mine and the anticipated impact on our business, production, sales, results of operations and operating plans, and recoveries under insurance policies; global market conditions, including trade policies; ore grades and milling rates; production and sales volumes; higher variability between PTFI production and sales; unit net cash costs (credits) and operating costs; capital expenditures; operating plans, including mine sequencing; cash flows; liquidity; potential extension of PTFI’s special mining business license (IUPK) beyond 2041; timing of shipments of inventoried production; our sustainability-related commitments and targets; our overarching commitment to deliver responsibly produced copper and molybdenum, including plans to implement, validate and maintain validation of our operating sites under specific frameworks; achievement of our 2030 climate targets and our 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.
Financial risks • Fluctuations or extended material declines in the market prices of the commodities we produce; • Fluctuations in price and availability of consumables and components we purchase as well as constraints on supply and logistics, and transportation services; • Less flexibility because of our debt and other financial commitments; • Changes in or failure to comply with financial assurance requirements relating to our mine closure reclamation obligations; • Unanticipated legal proceedings or negative developments in pending legal proceedings or other contingencies; and • Changes in and interpretations of tax laws and regulations.
International risks • Geopolitical, economic, regulatory and social risks for our operations; and • PTFI’s failure to meet its commitments to achieve the extension of its IUPK.
Operational risks • Failure to achieve remediation activities, and the phased restart and ramp-up of the Grasberg Block Cave underground mine; • Operational risks inherent in our operations, including underground mining and the ability to smelt and refine; • Environmental, safety and engineering challenges and risks associated with management of waste rock and tailings; • Environmental challenges associated with our Indonesia operations; • Violence, civil and religious strife, and activism; • Availability of secure water supplies for our operations, including future expansions or development projects; • Disruptions, damage, failure and implementation and integration risks associated with information and operational technology systems; • Failure to successfully implement, advance or develop and risks associated with new technologies; and • Any major public health crisis.
Regulatory, environmental and social risks • Compliance with applicable environmental, health and safety laws and regulations; • Remediation of properties no longer in operation in the U.S.; • Ability to meet our energy requirements while complying with climate-related regulations and expectations and other energy transition policy changes; • The physical impacts of changing climate conditions on our operations, workforce, communities, biodiversity and ecosystems, supply chains and customers; • Scrutiny, action and evolving expectations from stakeholders and other third parties with respect to our sustainability-related practices, performance, commitments and disclosures; and • Failure or perceived failure to manage relationships with the communities and/or Indigenous Peoples where we operate or that are near our operations.
Risks related to our common stock • Impact of our holding company structure on our ability to service debt, declare dividends, or repurchase shares and debt; and • Impact of anti-takeover provisions in our charter documents and under Delaware law.
For further discussion regarding recent macroeconomic and geopolitical factors, see the risk factor below regarding the price and availability of consumables and components we purchase and constraints on supply and logistics, and transportation services.
Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand impacted by industry production and inventory levels; global economic and political conditions (such as election results, level of economic growth, or recession and political or geopolitical tensions and conflicts); national and international regulatory, trade and/or tax policies, including tariffs and other controls or restrictions on imports and exports; commodities investment activity and speculation; interest rates; 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.
For further discussion regarding the historical fluctuations of the prices of copper, gold and molybdenum, refer to “Markets” in MD&A.
For further discussion, refer to “Markets” and “U.S.
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 centers 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.
Copper demand and prices also may be affected by inadequate investment in and limited production from existing copper mining operations (including due to limited or suspended operations), and copper demand globally, including the U.S., 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 interruption by fire, energy supply shortages, industrial accidents, hostile acts, cybersecurity attacks, natural disasters or extreme weather events, major public health crises, geopolitical tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.
Prices of consumables used in our operations (such as natural gas, diesel, coal, other sources of energy, ammonium nitrate, chemical reagents, including sulfuric acid, and steel-related products), certain components, equipment, parts and other operating supplies and services can fluctuate in price, impacting the costs of production at our operations and the costs of development projects.
We have experienced price volatility for certain consumables, which has impacted our operating results, and we may experience volatility in the price and availability of other consumables in the future.
A supplier’s failure to supply consumables or components in a timely or cost-effective manner or to meet our specifications, or our inability to obtain alternative sources on a timely basis or on terms acceptable to us, could adversely affect our operations.
Delays and logistical constraints may occur as a result of weather-related impacts, geopolitical tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), or violence, civil and religious strife, and activism at or near our operations or those of our suppliers, as described in the related risk factor below.
At December 31, 2025, our total consolidated debt was $9.4 billion, with $1.3 billion coming due in 2027 (see Note 6) and our total consolidated cash and cash equivalents was $3.8 billion.
Although we have been successful in servicing debt in the past, refinancing our bank facilities and issuing new debt securities in capital markets transactions at the parent and subsidiary levels, there can be no assurance that we can continue to do so, including on favorable terms.
For further discussion, see the risk factors below relating to mine closure and reclamation regulations and the scrutiny and evolving expectations from stakeholders and other third parties, including creditors, with respect to our sustainability-related practices, performance and disclosures.
As of January 31, 2026, our senior unsecured debt was rated “Baa2” with a stable outlook by Moody’s Investors Service, “BBB” with a stable outlook by Fitch Ratings, and “BBB-” with a stable outlook by Standard & Poor’s.
As of December 31, 2025, our financial assurance obligations totaled $2.2 billion for closure and reclamation costs of U.S. mining sites.
Refer to Note 10 for further discussion regarding our financial assurance obligations and Items 1. and 2.
Approximately half of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries.
“Business and Properties” for further discussion) has required changes to our closure and reclamation plans or modifications to previously completed reclamation actions.
In addition, changes in precipitation patterns and other physical conditions could result in changes in our closure and reclamation plans to address such conditions, as well as associated financial assurance obligations, and may materially increase the actual costs associated with implementing such plans at any or all of our active or inactive mine sites or smelter sites.
Refer to Notes 1 and 10 for further discussion of our environmental obligations and AROs.
“Legal Proceedings.” For example, we are currently subject to a securities class action and a shareholder derivative lawsuit following the September 2025 mud rush incident.
We are also involved periodically in other reviews, inquiries, investigations and proceedings initiated by or involving government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.
Securities and Exchange Commission (SEC) and an information request from the U.S.
Department of Justice (DOJ) related to our public disclosures about the engineering design and construction of PTFI’s smelter in Indonesia, which is also the subject matter in a separate whistleblower complaint from a former contractor that we are defending before the U.S.
We cannot predict the outcome of these investigations, and the outcome of any legal proceeding is inherently uncertain and adverse developments or outcomes could 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.
Changes in and interpretations of tax laws and regulations could have a material adverse effect on our financial condition.
Uncertainties exist with respect to our tax liabilities, including those arising from changes in laws and regulations and interpretations of such laws and regulations in the jurisdictions in which we do business.
Further, we have significant net operating losses (NOLs) in the U.S. generated in prior years, which we believe are available to offset future regular taxable income.
However, changes in tax laws and regulations or interpretations of such laws and regulations may result in new limitations on our ability to benefit from our significant U.S.
We also are subject to regular review and audit by both domestic and foreign tax authorities.
Although we believe our tax estimates are reasonable, including with respect to our use of NOLs, 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.
Inflation Reduction Act of 2022 (the Act), which became applicable to us on January 1, 2023, include, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted financial statement income of certain corporations.
As discussed in Note 9, based on current guidance, we have determined that the provisions of the Act did not impact our financial results for the three years ended December 31, 2025, but the proposed and interim guidance released by the Internal Revenue Service relating to the calculation of the CAMT is not final and is subject to change.

and 202 more.

Gone since FY2024

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 (credits) and operating costs; capital expenditures; operating plans (including mine sequencing); cash flows; liquidity; PT Freeport Indonesia’s (PT-FI) commissioning, remediation, including expected costs, insurance recovery and timing, and full ramp-up of its new smelter and full production at the precious metals refinery (PMR); potential extension of PT-FI’s special mining business license (IUPK) beyond 2041; export licenses, export duties and export 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.
Financial risks • Fluctuations or extended material declines in the market prices of the commodities we produce; • Fluctuations in price and availability of consumables and components we purchase as well as constraints on supply and logistics, and transportation services; • Less flexibility because of our debt and other financial commitments; • Changes in or failure to comply with financial assurance requirements relating to our mine closure reclamation obligations; • Unanticipated legal proceedings or negative developments in pending legal proceedings or other contingencies; and • Changes in tax laws and regulations.
International risks • Geopolitical, economic, regulatory and social risks for our operations; and • PT-FI’s failure to meet its commitments to achieve the extension of its IUPK.
Operational risks • Operational risks inherent in our operations, including underground mining and the ability to smelt and refine; • Environmental, safety and engineering challenges and risks associated with management of waste rock and tailings; • Environmental challenges associated with our Indonesia operations; • Violence, civil and religious strife, and activism; • Availability of significant quantities of secure water supplies for our operations, including future expansions or development projects; • Disruptions, damage, failure and implementation and integration risks associated with information and operational technology systems; • Failure to successfully implement or develop and risks associated with new technologies; and • Any major public health crisis.
Regulatory, environmental and social risks • Compliance with applicable environmental, health and safety laws and regulations; • Remediation of properties no longer in operation; • Ability to meet our energy requirements while complying with climate-related regulations and expectations and other energy transition policy changes; • The physical impacts of climate change on our operations, workforce, communities, biodiversity and ecosystems, supply chains and customers; • Increasing scrutiny, action and evolving expectations from stakeholders and other third parties with respect to our environmental, social and governance (ESG) practices, performance, commitments and disclosures; and • Failure or perceived failure to manage relationships with the communities and/or Indigenous Peoples where we operate or that are near our operations.
Risks related to our common stock • Impact of our holding company structure on our ability to service debt, declare cash dividends, or repurchase shares and debt; and • Impact of anti-takeover provisions in our charter documents and under Delaware law.
For additional information regarding recent macroeconomic and geopolitical factors, see the risk factor below regarding the price and availability of consumables and components we purchase and constraints on supply and logistics, and transportation services.
Fluctuations in commodities prices are caused by varied and complex factors beyond our control, including global supply and demand and inventory levels; global economic and political conditions (such as election results, level of economic growth, or recession and political or geopolitical tensions and conflicts); national and international regulatory, trade and/or tax policies, including tariffs and other controls on imports and exports; commodities investment activity and speculation; interest rates; 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.
For additional information regarding the historical fluctuations of the prices of copper, gold and molybdenum, refer to “Markets” in MD&A.
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.
Copper demand and prices also may be affected by inadequate investment in and limited production from existing copper mining operations, and copper demand 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 interruption by fire, power shortages, industrial accidents, hostile acts, cybersecurity attacks, natural disasters or extreme weather events, major public health crises, geopolitical tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.
Prices of consumables used in our operations, such as natural gas, diesel, coal, other sources of energy, ammonium nitrate, chemical reagents (including sulfuric acid), and steel-related products, and components impact the costs of production at our operations and the costs of development projects.
These prices fluctuate and can be volatile.
Since 2022, we have experienced price volatility for certain consumables, including diesel fuel, ammonium nitrate and sulfuric acid, and certain components, which has impacted our operating results, and we may experience volatility in the price and availability of other consumables in the future.
We also experienced increased costs for equipment, parts and other operating supplies and services.
A supplier’s failure to supply consumables or components in a timely manner or to meet our quality, quantity, cost requirements or our technical specifications, or our inability to obtain alternative sources of consumables or components on a timely basis or on terms acceptable to us, could adversely affect our operations.
We have also experienced longer lead times on delivery of certain consumables, including fuel, lubricants, ammonium nitrate and sulfuric acid.
While these delays did not significantly impact our results for the three years ended December 31, 2024, these delays may continue and could become material.
Further, delays and logistical constraints may occur as a result of weather-related impacts or violence, civil and religious strife, and activism at or near our operations or those of our suppliers, as described in the related risk factor below.
At December 31, 2024, our total consolidated debt was $8.9 billion (see MD&A and Note 6) and our total consolidated cash and cash equivalents was $3.9 billion ($4.7 billion including restricted cash and cash equivalents associated with PT-FI’s export proceeds required to be temporarily deposited in Indonesia banks as described in MD&A and Note 10).
Although we have been successful in servicing debt in the past, refinancing our bank facilities and issuing new debt securities in capital markets transactions at the parent and subsidiary levels, there can be no assurance that we can continue to do so.
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 environmental and social practices, performance and disclosures.
As of January 31, 2025, our senior unsecured debt was rated “Baa2” with a stable outlook by Moody’s Investors Service, “BBB” with a stable outlook by Fitch Ratings, and “BBB-” with a stable outlook by Standard & Poor’s.
As of December 31, 2024, our financial assurance obligations totaled $2.0 billion for closure and reclamation costs of U.S. mining sites.
Refer to Note 10 for additional information regarding our financial assurance obligations and Items 1. and 2.
A substantial portion of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries.
“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 actions.
In addition, climate change could lead to changes in the physical risks posed to our operations, which could result in changes in our closure and reclamation plans to address such risks.
Any modifications to our closure and reclamation plans that may be required to address physical climate risks may increase our financial assurance obligations and may materially increase the actual costs associated with implementing closure and reclamation at any or all of our active or inactive mine sites or smelter sites.
Refer to Notes 1 and 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.
“Legal Proceedings.” We are also involved periodically in other reviews, inquiries, investigations and proceedings initiated by or involving government agencies, some of which may result in adverse judgments, settlements, fines, penalties, injunctions or other relief.
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.
We cannot predict the outcome of 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.
Changes in tax laws and regulations could have a material adverse effect on our financial condition.
Uncertainties exist with respect to our tax liabilities, including those arising from changes in laws in the jurisdictions in which we do business.
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.
We have significant net operating losses (NOLs) in the U.S. generated in prior years.
These NOLs are available to offset future regular taxable income, which we believe will result in minimal estimated regular income tax liability in the U.S. over the next several years at current metals market prices.

and 191 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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