Biggest changeForward-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.
Biggest changeForward-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 48 Table of Contents 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.
Operational risks Our operations are subject to significant operational risks that could adversely affect our business, including the ability to smelt and refine, and our underground mining operations have higher risks than a surface mine. We have assets in a variety of geographic locations, all of which exist in and around broader communities and environments.
Our operations are subject to significant operational risks that could adversely affect our business, including the ability to smelt and refine, and our underground mining operations have higher risks than a surface mine. We have assets in a variety of geographic locations, all of which exist in and around broader communities and environments.
Cybersecurity threats could subject us to manipulation or improper use of our systems and networks, production downtimes, loss of sales, communication interruption or other disruptions and delays to our operations or to the transportation of products or infrastructure utilized by our operations, unauthorized release of proprietary, commercially sensitive, confidential or otherwise protected information, a misappropriation or loss of funds, the corruption of data, significant health and safety consequences, physical destruction of assets, environmental damage, loss of intellectual property, fines, penalties, litigation, regulatory or governmental investigation, liability under or termination of our contracts with third parties, damage to our reputation or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, results of operations and financial condition, and which in addition could adversely impact the effectiveness of our internal control over financial reporting.
Cybersecurity threats could subject us to manipulation or improper use of our systems and networks, production downtimes, loss of sales, communication interruption or other disruptions and delays to our operations or to the transportation of products or infrastructure utilized by our operations, unauthorized release of proprietary, commercially sensitive, confidential or otherwise protected information, a misappropriation or loss of funds, the corruption of data, significant health and safety consequences, physical destruction of assets, environmental damage, loss or theft of intellectual property, fines, penalties, litigation, regulatory or governmental investigation, liability under or termination of our contracts with third parties, damage to our reputation or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, results of operations and financial condition, and which in addition could adversely impact the effectiveness of our internal control over financial reporting.
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.
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.
Risks of conducting business in the countries where we operate or do business, can include: • Delays in obtaining or renewing, or the inability to obtain, maintain or renew, or the renegotiation, cancellation, revocation or forced modification (including the inherent risk of these actions being taken unilaterally by a foreign government or government owned entity) of contracts, leases, licenses, permits, easements, rights-of-way, stability agreements or other agreements and/or approvals; • Expropriation or nationalization of property, protectionism, or restrictions on repatriation of earnings or capital; • Changes in and differing interpretations of the host country’s laws, regulations and policies (which may be applied retroactively), including, but not limited to, those relating to labor, taxation, royalties, duties, tariffs, licenses, divestment, imports, exports (including restrictions on the export of copper concentrates and anode slimes, copper and/or gold), trade laws and regulations, immigration, currency, human rights and environmental matters (including land use and water use and, in some cases, consent), additional requirements on foreign operations and investment, and/or fines, fees and sanctions, criminal liability and other penalties imposed for failure to comply with the laws and regulations of the jurisdictions in which we operate, the risk of any of which may increase with rising “resource nationalism” in countries around the world; • Geopolitical tensions, conflicts and events, social and economic instability, bribery, extortion, corruption, civil unrest, blockades, acts of war, guerrilla activities, insurrection and terrorism, certain of which may result in, among other things, an inability to access our property or transport our commodities; • Risk of loss associated with illegal activity, including trespass, illegal mining, theft (including piracy), sabotage (including of critical infrastructure) and vandalism; • Changes in U.S. trade, tariff and other controls on imports and exports, tax, immigration or other policies that may impact relations with foreign countries or result in retaliatory policies; • Increases in training and other costs and challenges relating to requirements to employ nationals of a country in which a particular operation is located; • Foreign exchange controls and fluctuations in foreign currency exchange rates; and • Reduced protection for intellectual property rights.
Risks of conducting business in the countries where we operate or do business can include: • Delays in obtaining or renewing, or the inability to obtain, maintain or renew, or the renegotiation, cancellation, revocation or forced modification (including the inherent risk of these actions being taken unilaterally by a foreign government or government owned entity) of contracts, leases, licenses, permits, easements, rights-of-way, stability agreements or other agreements and/or approvals; • Expropriation or nationalization of property, protectionism, or restrictions on repatriation of earnings or capital; • Changes in and differing interpretations of the host country’s laws, regulations and policies (which may be applied retroactively), including, but not limited to, those relating to labor, taxation, royalties, duties, tariffs, licenses, divestment, imports, exports (including restrictions on the export of copper concentrates and anode slimes, copper and/or gold), trade laws and regulations, immigration, currency, human rights and environmental matters (including land use and water use and, in some cases, consent), additional requirements on foreign operations and investment, and/or fines, fees and sanctions, criminal liability and other penalties imposed for failure to comply with the laws and regulations of the jurisdictions in which we operate, the risk of any of which may increase with rising “resource nationalism” in countries around the world; • Geopolitical tensions, conflicts and events, social and economic instability, bribery, extortion, corruption, civil unrest, blockades, acts of war or other military conflicts, guerrilla activities, insurrection and terrorism, certain of which may result in, among other things, an inability to access our property or transport our commodities; • Risk of loss associated with illegal activity, including trespass, illegal mining, theft (including piracy), sabotage (including of critical infrastructure) and vandalism; • Changes in U.S. trade, tariff and other controls on imports and exports, tax, immigration or other policies that may impact relations with foreign countries or result in retaliatory policies; 55 Table of Contents • Increases in training and other costs and challenges relating to requirements to employ nationals of a country in which a particular operation is located; • Foreign exchange controls and fluctuations in foreign currency exchange rates; and • Reduced protection for intellectual property rights.
We recognize that as the climate changes, our operations, workforce, communities, biodiversity and ecosystems, supply chains and customers may be exposed to changes in the frequency, intensity and/or duration of intense storms, drought, flooding (including from sea level rise at our coastal operations), wildfire, and other extreme weather events and patterns (such as extreme heat).
We recognize that our operations, workforce, communities, biodiversity and ecosystems, supply chains and customers may be exposed to changes in the frequency, intensity and/or duration of intense storms, drought, flooding (including from sea level rise at our coastal operations), wildfire and other extreme weather events and patterns (such as extreme heat).
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.
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 15% minimum level of income tax.
Our level of indebtedness, restricted cash and other financial commitments could have important consequences to our business, including the following: • Limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate; • Increasing our vulnerability to general adverse economic, financial, industry and regulatory conditions; 50 Table of Contents • Limiting our ability to fund future working capital, capital expenditures, general corporate requirements and/or material contingencies, to engage in future development activities or other business opportunities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flows from operations to payments on our debt; • Requiring us to sell assets to reduce debt; or • Placing us at a competitive disadvantage compared to our competitors that have less debt and/or fewer financial commitments.
Our level of indebtedness, restricted cash and other financial commitments could have important consequences to our business, including the following: • Limiting our flexibility in planning for, or reacting to, changes in the industry in which we operate; • Increasing our vulnerability to general adverse economic, financial, industry and regulatory conditions; 52 Table of Contents • Limiting our ability to fund future working capital, capital expenditures, general corporate requirements and/or material contingencies, to engage in future development activities or other business opportunities, or to otherwise realize the value of our assets and opportunities fully because of the need to dedicate a substantial portion of our cash flows from operations to payments on our debt; • Requiring us to sell assets to reduce debt; or • Placing us at a competitive disadvantage compared to our competitors that have less debt and/or fewer financial commitments.
Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels, including against a sovereign nation, could have an adverse effect on our results of operations and financial position. Changes in tax laws and regulations could have a material adverse effect on our financial condition.
Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels, including against a sovereign nation, could have an adverse effect on our results of operations and financial position. Changes in and interpretations of tax laws and regulations could have a material adverse effect on our financial condition.
Companies like FMC are now legally responsible for remediating hazardous substances released into the environment on or from properties owned or operated by them as well as properties where they arranged for disposal of such substances, irrespective of when the release into the environment occurred or who caused it.
Companies like FMC are legally responsible for remediating hazardous substances released into the environment on or from properties owned or operated by them as well as properties where they arranged for disposal of such substances, irrespective of when the release into the environment occurred or who caused it.
For example, our operations may take place on or adjacent to Indigenous Peoples’ ancestral lands, and such Indigenous Peoples may assert rights to such lands. Further, we may be required or expected by our stakeholders and other third parties to consult with and/or obtain consent from Indigenous Peoples for potential impacts.
For example, our operations may take place on or adjacent to Indigenous Peoples’ ancestral lands, and such Indigenous Peoples may assert rights to such lands. Further, we may be required or expected by our stakeholders and other third parties to consult with and/or obtain consent from Indigenous Peoples for potential significant impacts.
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.
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.
“Business and Properties” and Note 10 for further discussion of our environmental obligations. We face increasing, complex and changing regulatory and stakeholder and other third-party expectations relating to our climate and energy transition plans, which may adversely affect our business.
“Business and Properties” and Note 10 for further discussion of our environmental obligations. We face complex and changing regulatory and stakeholder and other third-party expectations relating to our climate and energy transition plans, which may adversely affect our business.
If we are unable to meet the ESG lending criteria set by our creditors or are required to take certain remediation steps to satisfy such criteria, our access to capital on terms we find favorable may be limited and our costs may increase.
If we are unable to meet the lending criteria set by our creditors or are required to take certain remediation steps to satisfy such criteria, our access to capital on terms we find favorable may be limited and our costs may increase.
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.
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.
Our ability to continue to pay dividends (base or variable) and the timing and amount of any share repurchases is at the discretion of our Board and management, respectively, and is subject to a number of factors, including not exceeding our net debt target, capital availability, our financial results, cash requirements, global economic 70 Table of Contents conditions, changes in laws, contractual restrictions and other factors deemed relevant by our Board or management, as applicable.
Our ability to continue to pay dividends (base or variable) and the timing and amount of any share repurchases is at the discretion of our Board and management, respectively, and is subject to a number of factors, including not 73 Table of Contents exceeding our net debt target, capital availability, our financial results, cash requirements, global economic conditions, changes in laws, contractual restrictions and other factors deemed relevant by our Board or management, as applicable.
The occurrence of one or more of these operational risks in connection with our operations may result in the death of, or personal injury or illness to, our employees, other personnel or third parties, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, significant repair costs, monetary losses, deferral or unanticipated fluctuations in production, extensive community disruption (including short- and long-term health and safety risks), loss of licenses, permits or necessary approvals to operate, loss of workforce confidence, 56 Table of Contents loss of infrastructure and services, disruption to essential supplies or delivery of our products, environmental damage and potential legal liabilities, any of which may adversely affect our reputation, business, prospects, results of operations and financial position.
The occurrence of one or more of these operational risks in connection with our operations may result in the death of, or personal injury or illness to, our employees, other personnel or third parties, the loss of mining equipment, damage to or destruction of mineral properties or production facilities, significant repair costs, monetary losses, deferral or unanticipated fluctuations in production, extensive community disruption (including short- and long-term health and safety risks), loss of licenses, permits or necessary approvals to operate, loss of workforce confidence, loss of infrastructure and services, disruption to essential supplies or delivery of our products, environmental damage and potential legal liabilities, any of which may adversely affect our reputation, business, prospects, results of operations and financial position.
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.
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.
Attacks have included and may include, but are not limited to, installation of malicious software, phishing, ransomware, social engineering tactics and credential attacks, insider threats, denial of service attacks, unauthorized access to data and other advanced and sophisticated cybersecurity breaches and threats, including those that increasingly target critical operational technologies and process control networks and those that are increasingly using AI and quantum computing.
Attacks have included and may include, but are not limited to, installation of malicious software, phishing, ransomware, social engineering tactics and credential attacks, insider threats, denial of service attacks, unauthorized access to data and other advanced and sophisticated cybersecurity breaches and threats, including those that increasingly target critical operational technologies and process control networks and those that are increasingly using AI and machine learning and quantum computing.
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 48 Table of Contents obligations.
Extended material declines in market prices of such commodities could have a material adverse effect on our financial results and the 50 Table of Contents 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 obligations.
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 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 PTFI and Mitsubishi Materials Corporation (MMC), and an affiliate of MMC serves as operator of PT Smelting (see Note 2).
Our leaching innovation initiatives include measures that are intended to enhance solution flow through our leach stockpiles, which may increase risks for physical instability of such stockpiles. Tailings impoundments include large embankments that must be engineered, constructed and monitored to ensure structural stability and avoid structural collapse.
Our leaching innovation initiatives include measures that are intended to enhance solution flow through our leach stockpiles, which may increase risks for solution spills or physical instability of such stockpiles. Tailings impoundments include large embankments that must be engineered, constructed and monitored to ensure structural stability and avoid structural collapse.
Partially because of the Grasberg minerals district’s significance to Indonesia’s economy, the environmentally sensitive area where it is located, and the number of local people employed, our Indonesia operations have been the subject of political debates and criticism in the Indonesia press and have been the target of protests and occasional violence.
Partially because of the Grasberg minerals district’s significance to Indonesia’s economy (including the downstream operations), the environmentally sensitive area where it is located, and the number of local people employed, our Indonesia operations have been the subject of political debates and criticism in the Indonesia press and have been the target of protests and occasional violence.
Existing and proposed governmental conventions, laws, rules, regulations, policies and standards as well as existing and proposed voluntary disclosure standards and frameworks (both in the U.S. and internationally), including those related to climate change, carbon taxes, carbon markets or greenhouse gas (GHG) emissions, may in the future add significantly to our operating costs, limit or modify our operations, impact the competitiveness of the commodities we produce, and require more resources to comply and remediate in response.
Existing, proposed and future governmental conventions, laws, rules, regulations, policies and standards as well as existing, proposed and future voluntary disclosure standards and frameworks (both in the U.S. and internationally), including those related to changing climate conditions, carbon taxes, carbon markets or greenhouse gas (GHG) emissions, may in the future add significantly to our operating costs, limit or modify our operations, impact the competitiveness of the commodities we produce, and require more resources to comply and remediate in response.
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.
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.
That liability is often asserted on a joint and several basis with other prior and subsequent owners, operators and arrangers, meaning that each owner or operator of the property is, and each arranger may be, held fully responsible 66 Table of Contents for the remediation, although in many cases some or all of the other responsible parties no longer exist, do not have the financial ability to respond or cannot be found.
That liability is often asserted on a joint and several basis with other prior and subsequent owners, operators and arrangers, meaning that each owner or operator of the property is, and each arranger may be, held fully responsible for the remediation, although in many cases some or all of the other responsible parties no longer exist, do not have the financial ability to respond or cannot be found.
If we do not adapt to or comply with stakeholder or other third parties’ expectations, including with respect to evolving ESG disclosure standards and frameworks, or if we are perceived to have not responded appropriately, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, cost of capital and/or stock price could be materially adversely affected.
If we do not adapt to or comply with stakeholder or other third parties’ expectations, including with respect to evolving sustainability-related disclosure standards and frameworks, or if we are perceived to have not responded appropriately, regardless of whether there is a legal requirement to do so, we may suffer from reputational damage and our business, financial condition, cost of capital and/or stock price could be materially adversely affected.
In addition, our insurance does not cover most losses caused by the risks described above. For example, we do not have political risk insurance. We conduct international operations and exploration activities in Indonesia, Peru and Chile as well as other foreign jurisdictions.
In addition, our insurance does not cover most losses caused by the risks described above. For example, we do not maintain political risk insurance. We conduct international operations and exploration activities in Indonesia, Peru and Chile as well as other foreign jurisdictions.
As of December 31, 2024, we operated 15 active tailings storage facilities (13 in the U.S. and 2 in Peru), of which 10 have an upstream design and 5 have a centerline design. Additionally, we have one centerline tailing storage facility in development.
As of December 31, 2025, we operated 15 active tailings storage facilities (13 in the U.S. and 2 in Peru), of which 10 have an upstream design and 5 have a centerline design. Additionally, we have one centerline tailing storage facility in development.
Our success is dependent on the contributions of our highly skilled and experienced workforce. Our business depends on our ability to recruit, retain, develop and advance a qualified, inclusive and diverse workforce at all levels, including sufficient personnel to develop, implement and operate new technologies.
Our success is dependent on the contributions of our highly skilled and experienced workforce. Our business depends on our ability to recruit, retain, develop and advance a qualified workforce at all levels, including sufficient personnel to develop, implement and operate new technologies.
The use of AI may increase our exposure to cybersecurity risks and additional risks relating to the protection of data, including increased exposure of confidential or otherwise protected information to unauthorized recipients, which could result 62 Table of Contents in liability under or termination of our contracts with third parties, misuse of our intellectual property or other unintended consequences, as discussed in more detail in the risk factor above.
The use of AI may increase our exposure to cybersecurity risks and additional risks relating to the protection of data, including increased exposure of confidential or otherwise protected information to unauthorized recipients, which could result in liability under or termination of our contracts with third parties, misuse of our intellectual property or other unintended consequences, as discussed in more detail in the risk factor above.
The underlying overburden erosion and run-off are being managed and controlled through an extensive re-sloping and water management project which is ongoing, and PT-FI has not experienced similar erosion issues since 2018. PT-FI maintains a tailings deposition management plan and environmental monitoring program which consider the presence of this potentially acid-forming overburden in the lowlands tailings management area.
The underlying overburden erosion and run-off are being managed and controlled through an extensive re-sloping and water management project which is ongoing, and PTFI has not experienced similar erosion issues since 2018. PTFI maintains a tailings deposition management plan and environmental monitoring program which consider the presence of this potentially acid-forming overburden in the lowlands tailings management area.
While we strive to transition to more renewable power sources for our mining operations, as a commercial consumer of power, our ability to reduce our GHG emissions associated with our power consumption demand is largely dependent upon the mix of our suppliers and locally available renewable energy resources at our various sites, including our ability to successfully develop renewable energy projects and negotiate power purchase agreements.
While we strive to include more renewable power among the energy sources for our mining operations, as a commercial consumer of power, our ability to reduce our GHG emissions associated with our power consumption demand is largely dependent upon the mix of our suppliers and locally available renewable energy resources at our various sites, including our ability to successfully develop renewable energy projects and negotiate power purchase agreements.
We may not be able to discover, enhance, develop or acquire mineral reserves in sufficient quantities to maintain or grow our current reserve levels, which could negatively affect our cash flows, results of operations and financial condition. 64 Table of Contents Estimates of mineral reserves and mineral resources are uncertain and the volume and grade of ore actually recovered may vary from our estimates.
We may not be able to discover, enhance, develop or acquire mineral reserves in sufficient quantities to maintain or grow our current reserve levels, which could negatively affect our cash flows, results of operations and financial condition. Estimates of mineral reserves and mineral resources are uncertain and the volume and grade of ore actually recovered may vary from our estimates.
Refer to Items 1. and 2. “Business and Properties” and MD&A for further discussion of PT-FI’s development of the Kucing Liar deposit in the Grasberg minerals district and our other development projects. We may not be able to maintain or grow our mineral reserves. Our existing mineral reserves will be depleted over time by production from our operations.
Refer to Items 1. and 2. “Business and Properties” and MD&A for further discussion of PTFI’s development of the Kucing Liar deposit in the Grasberg minerals district and our other development projects. We may not be able to maintain or grow our mineral reserves. Our existing mineral reserves will be depleted over time by production from our operations.
We are required by U.S. federal and state laws and regulations to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans for our mining properties if we are unable to do so. As of December 31, 2024, our financial assurance obligations totaled $2.0 billion for closure and reclamation costs of U.S. mining sites.
We are required by U.S. federal and state laws and regulations to provide financial assurance sufficient to allow a third party to implement approved closure and reclamation plans for our mining properties if we are unable to do so. As of December 31, 2025, our financial assurance obligations totaled $2.2 billion for closure and reclamation costs of U.S. mining sites.
In December 2018, PT-FI was granted an IUPK to replace its former contract of work, enabling PT-FI to conduct operations in the Grasberg minerals district through 2041, subject to certain requirements. Refer to Note 11 for a summary of the IUPK’s key fiscal terms and requirement to develop additional smelting and refining capacity.
In December 2018, PTFI was granted an IUPK to replace its former contract of work, enabling PTFI to conduct operations in the Grasberg minerals district through 2041, subject to certain requirements. Refer to Note 11 for a summary of the IUPK’s key fiscal terms and requirement to develop additional smelting and refining capacity.
PT-FI has expanded the scope of its environmental monitoring program which assesses potential environmental and human health impacts from overburden and tailings. As part of the expanded scope, in 2022 and 2023, PT-FI assisted the Mimika local health authority (LHA) with broad-based community health surveys, which provided further data on an extensive range of community health issues.
PTFI has expanded the scope of its environmental monitoring program which assesses potential environmental and human health impacts from overburden and tailings. As part of the expanded scope, in 2022 and 2023, PTFI assisted the Mimika local health authority (LHA) with broad-based community health surveys, which provided further data on an extensive range of community health issues.
Overtopping or failure of any of the PT-FI tailings containment structures (levees or protection structures) induced by extreme weather events such as floods, a major seismic event or naturally occurring weak ground under the structures, are potential risks. The potential impacts from any such occurrence could vary significantly depending upon the specific location of the failure.
Overtopping or failure of any of the PTFI tailings containment structures (levees or protection structures) induced by extreme weather events such as floods, a major seismic event or naturally occurring weak ground under the structures, are potential risks. The potential impacts from any such occurrence could vary significantly depending upon the specific location of the failure.
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 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.
Information and operational technology systems continue to evolve and, in order to remain competitive, we must implement new technologies in a timely, cost-effective and efficient manner. For example, we may develop and apply AI in decision support systems, material characterization, equipment reliability, mineral extraction and remote/autonomous operation.
Information and operational technology systems continue to evolve and, in order to remain competitive, we must implement, advance and develop new technologies in a timely, cost-effective and efficient manner. For example, we may develop and apply AI in decision support systems, material characterization, equipment reliability enhancement, mineral extraction optimization and remote/autonomous operation.
Maintaining a good working relationship with the Indonesia government, PT Mineral Industri Indonesia (Persero) (MIND ID), an Indonesia state-owned enterprise and shareholder in PT-FI, and the local population, is important because of the significance of our Indonesia operations to our business, and because our operations there are among Indonesia’s most significant business enterprises.
Maintaining a good working relationship with the Indonesia government, PT Mineral Industri Indonesia (MIND ID), an Indonesia state-owned enterprise and shareholder in PTFI, and the local population, is important because of the significance of our Indonesia operations to our business, and because our operations there are among Indonesia’s most significant business enterprises.
Creating and maintaining an inventory of projects depends on many factors and although we devote significant time and resources to our project planning, approval and review processes, many of our development projects are highly complex and rely on factors that are outside of our control, which may cause the actual time and capital required to complete a development project and operating costs after completion to exceed our estimates, especially in periods of high inflation.
Creating and maintaining an inventory of projects depends on many factors and although we devote significant time and resources to our project planning, approval and review processes, many of our development projects are highly complex and rely on factors that are outside of our control, which may cause the actual time and capital required to complete a development project and operating costs after completion to exceed our estimates, especially in periods of high inflation, or may result in changes or cancellations.
Certain federal and similar state laws and regulations may expose us to joint and several liability for environmental damages caused by our operations, or by previous owners or operators of properties we acquired or are currently operating or at sites where we previously sent materials for processing, recycling or disposal.
Certain laws and regulations may expose us to joint and several liability for environmental damages caused by our operations, or by previous owners or operators of properties we acquired or are currently operating or at sites where we previously sent materials for processing, recycling or disposal.
There is no guarantee our actions to prevent and manage the quality of any discharge of impacted water will be successful. PT-FI may modify its re-sloping, erosion control and water management plans in the future, which could lead to material increases in costs.
There is no guarantee our actions to prevent and manage the quality of any discharge of impacted water will be successful. PTFI may modify its re-sloping, erosion control and water management plans in the future, which could lead to material increases in costs.
While we anticipate taking all measures that we deem reasonable and prudent in connection with the development of our underground mines to safely manage production, there can be no assurance that these risks will not cause schedule delays, revised mine plans, injuries to persons and property, or increased capital costs, any of which may have a material adverse impact on our cash flows, results of operations and financial condition.
While we anticipate taking all measures that we deem reasonable and prudent in connection with the development of our underground mines to safely manage production, there can be no assurance that these risks will not cause schedule delays, revised mine plans, injuries or death to persons, damage to property, or 67 Table of Contents increased capital costs, any of which may have a material adverse impact on our cash flows, results of operations and financial condition.
Refer to Item 1C. “Cybersecurity” for further information on our cybersecurity governance, risk management and strategy. Failure to successfully implement or develop new technology systems and increased exposure to risks associated with the use of these systems may adversely affect our business.
Refer to Item 1C. “Cybersecurity” for further discussion on our cybersecurity governance, risk management and strategy. Failure to successfully implement, advance or develop new technology systems and increased exposure to risks associated with the use of these systems may adversely affect our business.
A major health crisis at any of our operating sites, and particularly at PT-FI’s remote operating site, could disrupt or change our operating plans, which may have a material adverse effect on our business and results of operations. Human capital risks Labor disputes or labor unrest could disrupt our operations.
A major health crisis at any of our operating sites, and particularly at PTFI’s remote operating site, could disrupt or change our operating plans, which may have a material adverse effect on our business and results of operations. Human capital risks Labor disputes or labor unrest could disrupt our operations.
Unfavorable ratings or assessment of our ESG practices, including our compliance with certain voluntary disclosure standards and frameworks, may lead to negative investor sentiment toward us, which could have a negative impact on our stock price and our access to and cost of capital.
Unfavorable ratings or assessment of our sustainability-related practices, including our compliance with certain voluntary disclosure standards and frameworks, may lead to negative investor sentiment toward us, which could have a negative impact on our stock price and our access to and cost of capital.
The principal sources of energy consumption at our mining operations are: diesel fuel, which powers mine trucks and other transportation equipment; purchased electricity, which powers core facilities and certain on-site metal processing operations; and coal and natural gas, which provide electricity at certain operations.
The principal sources of energy consumption at our mining operations are: diesel fuel, which powers mine trucks 70 Table of Contents and other transportation equipment; purchased electricity, which powers core facilities and certain on-site metal processing operations; and coal and natural gas, which provide electricity at certain operations.
Some of our tailings storage facilities are located in areas where a failure has the potential to impact individual dwellings, and at least one of our impoundments is in an area where a failure has the potential 57 Table of Contents to impact nearby communities or mining infrastructure.
Some of our tailings storage facilities are located in areas where a failure has the potential to impact individual dwellings, and at least one of our impoundments is in an area where a failure has the potential to impact nearby communities or mining infrastructure.
For example, our implementation of the Global Industry Standard for Tailings Management (the Tailings Standard) (refer to Items 1. and 2. “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.
For example, our implementation of the Global Industry Standard for Tailings Management (the Tailings Standard) (refer to Items 1. and 2. “Business and Properties” for further discussion) has required changes to our closure and reclamation plans or modifications to previously completed reclamation actions.
“Legal Proceedings,” in Arizona, where our operations use both surface water and groundwater, we are a participant in an active adjudication in which Arizona courts have been attempting, for 50 years, to quantify and prioritize surface water claims for the Gila River watershed, one of the state’s largest river systems.
As discussed in Item 3. “Legal Proceedings,” in Arizona, where our operations use both surface water and groundwater, we are a participant in an active adjudication in which Arizona courts have been attempting, for 50 years, to quantify and prioritize surface water claims for the Gila River watershed, one of the state’s largest river systems.
The lack of, or insufficiency of, insurance coverage could adversely affect our cash flows and overall profitability. Our management of waste rock and tailings are subject to significant environmental, safety and engineering challenges and risks that could adversely affect our business.
The lack of, or insufficiency of, insurance coverage could adversely affect our cash flows and overall profitability. 60 Table of Contents Our management of waste rock and tailings are subject to significant environmental, safety and engineering challenges and risks that could adversely affect our business.
Imposition of more stringent remediation standards, particularly for arsenic and lead in soils, poses a risk that additional remediation work could be required at our active remediation sites and at sites that we have already remediated to the satisfaction of the responsible governmental agencies, and may increase the risk of toxic tort litigation.
Imposition of more stringent remediation standards, particularly for arsenic and lead in soils, poses a risk that additional remediation work could be required at our active remediation sites and at sites that we have already remediated to the satisfaction of the responsible governmental agencies, and may increase the risk of toxic tort litigation. Refer to Items 1. and 2.
If we are not able to satisfactorily resolve the issues being addressed in the adjudications, our water uses 60 Table of Contents could be diminished or curtailed, and our operations and any future expansions at Morenci, Safford (including Lone Star) and Sierrita could be adversely affected unless we are able to acquire alternative water sources.
If we are not able to satisfactorily resolve the issues being addressed in the adjudications, our water uses could be diminished or curtailed, and our operations and any future expansions at Morenci, Safford (including Lone Star) and Sierrita could be adversely affected unless we are able to acquire alternative water sources.
For example, in 2009, the Indonesia government enacted a mining law that sought to modify PT-FI’s former contract of work, certain provisions of which were not required under or conflicted with PT-FI’s former contract of work.
For example, in 2009, the Indonesia government enacted a mining law that sought to modify PTFI’s former contract of work, certain provisions of which were not required under or conflicted with PTFI’s former contract of work.
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. There has been a history of significant volatility in the commodities markets, including the copper market.
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. There has been a history of significant volatility in the commodities markets, including the copper market.
There can be no assurance that a severe or catastrophic failure of any of our facilities will not occur in the future. For additional information regarding the company’s tailings management and stewardship program, including our implementation of the requirements of the Tailings Standard, refer to Items 1. and 2.
There can be no assurance that a severe or catastrophic failure of any of our facilities will not occur in the future. For further discussion regarding the company’s tailings management and stewardship program, including our implementation of the requirements of the Tailings Standard, refer to Items 1. and 2.
Managing these environmental challenges at our Indonesia operations could result in reputational harm and increased costs that could be significant.
Managing these environmental challenges at our Indonesia operations could result in reputational harm, social unrest and increased costs that could be significant.
Our business is dependent on maintaining good relations with our workforce. A significant portion of our global employee population is covered by collective labor agreements with varying durations and expiration dates. Refer to Items 1. and 2. “Business and Properties” for additional information regarding labor matters, and expiration dates of such agreements.
Our business is dependent on maintaining good relations with our workforce. A significant portion of our global employee population is covered by collective labor agreements with varying durations and expiration dates. Refer to Items 1. and 2. “Business and Properties” for further discussion regarding labor matters, and expiration dates of such agreements.
“Business and Properties” for a discussion of certain of such U.S. federal and state laws and regulations applicable to us. A substantial portion of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries. Our ability to continue to provide guarantees depends on state and other regulatory requirements, our financial performance and our financial condition.
“Business and Properties” for a discussion of certain of such U.S. federal and state laws and regulations applicable to us. Approximately half of our financial assurance obligations are satisfied by guarantees by us and certain of our subsidiaries. Our ability to continue to provide guarantees depends on state and other regulatory requirements, our financial performance and our financial condition.
The occurrence of one or more unexpected events in the U.S., including civil unrest, domestic or foreign terrorism, and other acts of violence, could adversely affect our North America operations and financial performance. Our operations, including future expansions or developments, depend on the availability of significant quantities of secure water supplies.
The occurrence of one or more unexpected events in the U.S., including civil unrest, domestic or foreign terrorism, and other acts of violence, could adversely affect our U.S. operations and financial performance. Our operations, including future expansions or developments, depend on the availability of secure water supplies.
We are also subject to claims where the release of hazardous substances is alleged to have resulted in injury, destruction or loss of natural resources. At December 31, 2024, we had more than 80 active remediation projects in 20 U.S. states.
We are also subject to claims where the release of hazardous substances is alleged to have resulted in injury, destruction or loss of natural resources. At December 31, 2025, we had more than 80 active remediation projects in 23 U.S. states.
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. Refer to Note 10 for additional information regarding our financial assurance obligations and Items 1. and 2.
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. Refer to Note 10 for further discussion regarding our financial assurance obligations and Items 1. and 2.
Accordingly, our activities in the U.S. and outside of the U.S. may be substantially affected by many external factors beyond our control, any of which could have a material adverse effect on our cash flows, results of operations and financial condition.
Accordingly, our activities in and outside of the U.S. may be substantially affected by many external factors beyond our control, any of which could have a material adverse effect on our cash flows, results of operations, financial condition and trading price of our common stock.
Our proven and probable mineral reserves in Indonesia reflect estimates of minerals that can be recovered through the end of 2041, and PT-FI’s current long-term mine plan and planned operations are based on the assumption that PT-FI will abide by the terms and conditions of the IUPK and will be granted the 10-year extension from 2031 through 2041.
Our proven and probable mineral reserves in Indonesia reflect estimates of minerals that can be recovered through the end of 2041, and PTFI’s current long-term mine plan and planned operations are based on the assumption that PTFI will abide by the terms and conditions of the IUPK and will be granted the 10-year extension from 2031 through 2041.
In addition, in the southern (estuary) portion of the approved tailings management area, mathematical modeling of certain sediment transport scenarios indicates that tailings have the potential to be deposited outside of the approved lateral levees in adjacent mangroves. PT-FI has proposed additional extensions to the existing levees to the Indonesia regulators and is further evaluating the potential benefits and impacts.
In addition, in the southern (estuary) portion of the approved tailings management area, modeling of sediment transport scenarios indicates that tailings have the potential to be deposited outside of the approved lateral levees in adjacent mangroves. PTFI has proposed additional extensions to the existing levees to the Indonesia regulators and is further evaluating the potential benefits and impacts.
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.
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.
Levees have been constructed along both sides of the lowlands tailings management area to act as containment structures to laterally contain the depositional footprint of the tailings and natural sediment within the approved tailings management area. Another major environmental challenge at PT-FI is managing overburden stockpiles and other waste rock and conditions in the open pit.
Levees have been constructed along both sides of the lowlands tailings management area to act as containment structures to laterally contain the depositional footprint of the tailings and natural sediment within the approved tailings management area. 61 Table of Contents Another major environmental challenge at PTFI is managing overburden stockpiles and other waste rock and conditions in the open pit.
Ensuring that there are adequate systems and processes in place to comply with the various ESG tracking and disclosure obligations, or to respond to business partners or other affiliates in our value chain that have requested, or may in the future request, ESG-related data or information from us to meet their disclosure obligations, will require management’s time and expense.
Maintaining adequate systems and processes in place to comply with the various tracking and disclosure obligations, or to respond to business partners or other affiliates in our value chain that have requested, or may in the future request, sustainability-related data or information from us to meet their disclosure obligations, will require management’s time and expense.
Management of this waste is regulated in the jurisdictions where we operate and our programs are designed to comply with applicable national, state and local laws, permits and approved environmental impact studies. We maintain large leach pads and tailings impoundments containing viscous material.
Management of this waste is regulated in the jurisdictions where we operate and our programs are designed to comply with applicable national, state and local laws, permits and approved environmental impact studies. We maintain large stockpiles and tailings impoundments.
For example, our diesel-fueled haul trucks are a significant contributor to GHG emissions at our North America and South America operations. We are evaluating options for the electrification of our haul trucks, but reduction of emissions from such haul trucks will depend upon the development and availability of commercially viable alternative-fueled mining equipment by our third-party suppliers.
For example, our diesel-fueled haul trucks are a significant contributor to GHG emissions at our U.S. and South America operations. We are evaluating options for transitioning to more energy efficient haul trucks, including electrification, but reduction of emissions from such haul trucks will depend upon the development and availability of commercially viable alternative-fueled mining equipment by our third-party suppliers.
As a result, PT-FI will not mine all of these mineral reserves during the initial term of the IUPK.
As a result, PTFI will not mine all of these mineral reserves during the initial term of the IUPK.
If we fail to recruit, retain, develop and advance qualified, inclusive and diverse personnel necessary for the efficient operation of our business 63 Table of Contents or fail to maintain a safe environment, we could continue to face labor challenges, which may result in, but are not limited to, decreased profitability, further decreases to productivity and efficiency, ongoing safety performance challenges, and the further delay of current and potential development projects, any of which may have a material adverse effect on our performance.
If we fail to recruit, retain, develop and advance qualified personnel necessary for the efficient operation of our business globally or fail to maintain a safe environment, we could face labor challenges, which may result in, but not limited to, decreased profitability, decreases in productivity and efficiency, safety performance challenges, and the delay of current and potential development projects, any of which may have a material adverse effect on our performance.
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.
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.
Such attacks may be perpetrated by a variety of bad actors, some of which may reside in jurisdictions where law enforcement measures to address such attacks are ineffective. We have experienced targeted and non-targeted cybersecurity events in the past and may experience them in the future.
Such attacks may be perpetrated by a variety of bad actors, some of which may reside in jurisdictions where law enforcement measures to address such attacks are ineffective. We have experienced targeted and non-targeted cybersecurity events in the past and may experience events of a similar nature, with potentially greater exposure, in the future.
Independent environmental management expert audits have reaffirmed conclusions from previous studies that PT-FI’s controlled riverine tailings management 58 Table of Contents system represents the best alternative for tailings management given the volume of tailings produced and the site-specific conditions of the area.
Independent environmental management expert audits have reaffirmed conclusions from previous studies that PTFI’s controlled riverine tailings management system represents the best alternative for tailings management given the volume of tailings produced and the site-specific conditions of the area.
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.
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.
Energy represented 16% of our copper mine site operating costs in 2024, and based on currently available information and projected operations, is expected to approximate 16% in 2025.
Energy represented 15% of our copper mine site operating costs in 2025, and based on currently available information and projected operations, is expected to approximate 17% in 2026.