Bond Freeport McMoRan Inc. 5% ( US35671DCC74 ) in USD

Freeport McMoRan Inc.

100 % ▲

United States

US35671DCC74 ( in USD )

5% per year ( payment 2 times a year)

31/08/2027

Prospectus brochure of the bond Freeport-Mcmoran INC US35671DCC74 en USD 5%, maturity 31/08/2027

2 000 USD

600 000 000 USD

35671DCC7

BB ( Non-investment grade speculative )

Ba1 ( Non-investment grade speculative )

01/03/2026 ( In 22 days )

Freeport-McMoRan Inc. is a leading international mining company with significant operations in copper, gold, and molybdenum, primarily in North America, South America, and Indonesia.

The Bond issued by Freeport McMoRan Inc. ( United States ) , in USD, with the ISIN code US35671DCC74, pays a coupon of 5% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/08/2027

The Bond issued by Freeport McMoRan Inc. ( United States ) , in USD, with the ISIN code US35671DCC74, was rated Ba1 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Bond issued by Freeport McMoRan Inc. ( United States ) , in USD, with the ISIN code US35671DCC74, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d738178d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226675
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
Aggregate
Amount of
securities to be registered

Offering Price
Registration Fee(1)
5.00% Senior Notes due 2027

$600,000,000

$72,720.00
5.25% Senior Notes due 2029

$600,000,000

$72,720.00
Total

$145,440.00

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents

Prospe c t us supple m e nt
(T o prospe c t us da t e d August 1 , 2 0 1 9 )

Fre e port -M c M oRa n I nc .
$1,200,000,000
$600,000,000 5.00% Senior Notes due 2027
$600,000,000 5.25% Senior Notes due 2029
Issue price: 100.00% and 100.00%, respectively
We will pay interest on the 5.00% Senior Notes due 2027 (the "2027 senior notes") on March 1 and September 1 of each year, beginning on March 1, 2020. The 2027 senior notes
will mature on September 1, 2027. We will pay interest on the 5.25% Senior Notes due 2029 (the "2029 senior notes") on March 1 and September 1 of each year, beginning on
March 1, 2020. The 2029 senior notes will mature on September 1, 2029. We collectively refer to the 2027 senior notes and the 2029 senior notes as the "notes."
We have the option to redeem some or all of the notes at any time and from time to time, as described under the heading "Description of the notes--Optional redemption." If a
change of control triggering event occurs, we will be required to offer to purchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid
interest, if any, to the date of purchase. See "Description of the notes--Change of control triggering event."
The notes will be fully and unconditionally guaranteed by our wholly owned subsidiary Freeport-McMoRan Oil & Gas LLC ("FM O&G" or the "guarantor"). The notes and the
guarantee thereof will be our and the guarantor's senior unsecured obligations and will rank senior in right of payment to any of our and the guarantor's subordinated indebtedness,
equally in right of payment with all of our and the guarantor's existing and future unsecured and unsubordinated indebtedness, effectively subordinated in right of payment to any
secured indebtedness that we and the guarantor may have or incur in the future to the extent of the value of the assets securing such indebtedness and structurally subordinated to
the indebtedness and other liabilities (including trade accounts payable) of our subsidiaries, other than the guarantor, and the guarantor's subsidiaries.
I nve st ing in t he not e s involve s risk s. Se e "Risk fa c t ors" be ginning on pa ge S -8 for a disc ussion of c e rt a in risk s
t ha t you should c onside r in c onne c t ion w it h a n inve st m e nt in t he not e s.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the notes or determined that this prospectus
supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Pe r 2 0 2 7 se nior
Pe r 2 0 2 9 se nior

not e

T ot a l

not e

T ot a l

Public offering price(1)

100.00%
$600,000,000

100.00%
$600,000,000
Underwriting discounts and commissions

1.125%
$
6,750,000

1.125%
$
6,750,000
Proceeds to us before expenses(1)

98.875%
$593,250,000

98.875%
$593,250,000

(1) Plus accrued interest from August 15, 2019, if settlement occurs after that date.
The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. Currently, there are no public markets for the notes.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company for the benefit of its participants, including
Euroclear Bank SA/NV and Clearstream Banking S.A. on or about August 15, 2019.
Joint book-running managers

https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
J .P. M orga n
BofA M e rrill Lync h

BM O Ca pit a l M a rk e t s
BN P PARI BAS
Cit igroup
H SBC

M izuho Se c urit ie s
M U FG
Sc ot ia ba nk
SM BC N ik k o

Senior co-managers

ABN AM RO

BBV A

CI BC Ca pit a l M a rk e t s

Cre dit Agric ole CI B
RBC Ca pit a l M a rk e t s

U S Ba nc orp

Cit ize ns Ca pit a l M a rk e t s
Co-managers

Loop Ca pit a l M a rk e t s

T he Willia m s Ca pit a l Group, L.P.
August 1, 2019
Table of Contents
We ha ve not , a nd t he unde rw rit e rs ha ve not , a ut horize d a nyone t o provide a ny inform a t ion ot he r t ha n t ha t
c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd in a ny
re la t e d fre e w rit ing prospe c t us or ot he r inform a t ion t o w hic h w e ha ve re fe rre d you. We a nd t he unde rw rit e rs t a k e
no re sponsibilit y for, a nd c a n provide no a ssura nc e a s t o t he re lia bilit y of, a ny ot he r inform a t ion t ha t ot he rs m a y
give you. We a re not , a nd t he unde rw rit e rs a re not , m a k ing a n offe r t o se ll t he se se c urit ie s in a ny jurisdic t ion
w he re t he offe r or sa le is not pe rm it t e d. Y ou should a ssum e t ha t t he inform a t ion c ont a ine d a nd inc orpora t e d by
re fe re nc e in t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny fre e w rit ing prospe c t us w it h
re spe c t t o t his offe ring file d by us w it h t he SEC is only a c c ura t e a s of t he re spe c t ive da t e s of suc h doc um e nt s.
Our busine ss, fina nc ia l c ondit ion, re sult s of ope ra t ions a nd prospe c t s m a y ha ve c ha nge d sinc e t ha t da t e .
T a ble of c ont e nt s
Prospe c t us supple m e nt

Pa ge

Pa ge
Cautionary statement regarding forward-looking
S-ii
Description of the notes
S-18
statements

Material United States federal tax considerations
S-38
Industry and other information
S-iii
Underwriting
S-42
Extended settlement
S-iii
Legal matters
S-47
Prospectus supplement summary
S-1
Experts
S-47
Risk factors
S-8
Where you can find more information
S-48
Use of proceeds
S-12
Capitalization
S-13
Selected consolidated historical financial data
S-15

Prospe c t us

Pa ge

Pa ge
About this prospectus

1
Description of units

4
Risk factors

1
Forms of securities

4
Freeport-McMoRan Inc.

1
Selling securityholders

6
Use of proceeds

2
Plan of distribution

7
Description of securities

3
Where you can find more information

9
Description of capital stock

3
Information concerning forward-looking statements

11
Description of debt securities

3
Legal matters

12
Description of guarantees

3
Experts

12
Description of warrants

3
Description of purchase contracts

4

https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
Except as otherwise described herein or the context otherwise requires (including the cover hereto), each reference to (i) "FCX," "we," "us,"
"our" and "ours" means Freeport-McMoRan Inc. and its consolidated subsidiaries and (ii) "FM O&G" or the "guarantor" means Freeport-
McMoRan Oil & Gas LLC.

S-i
Table of Contents
Ca ut iona ry st a t e m e nt re ga rding forw a rd-look ing st a t e m e nt s
This prospectus supplement, the accompanying prospectus and any related free writing prospectus we prepare or authorize, including the
documents incorporated by reference herein and therein, contain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Such forward-looking information is intended to be covered by the safe harbor to "forward-looking statements" provided
by the Private Securities Litigation Reform Act of 1995. These statements may be made directly in this prospectus supplement or the
accompanying prospectus or may be incorporated in this prospectus supplement, the accompanying prospectus or in any related free
writing prospectus we prepare or authorize by reference to other documents and may include statements for the period following the
completion of this transaction. Representatives of FCX may also make forward-looking statements.
Forward-looking statements are all statements other than statements of historical fact, such as projections or expectations relating to ore
grades and milling rates, production and sales volumes, unit net cash costs, operating cash flows, capital expenditures, our expectations
regarding our share of PT Freeport Indonesia's ("PT-FI") net (loss) income and future cash flows through 2022, PT-FI's development,
financing, construction and completion of a new smelter in Indonesia, PT-FI's compliance with environmental standards under the
framework established by Indonesia's Ministry of Environment and Forestry, exploration efforts and results, development and production
activities, rates and costs, liquidity, tax rates, export quotas and duties, the impact of copper, gold and molybdenum price changes, the
impact of deferred intercompany profits on earnings, reserve estimates, consummation of the pending Freeport Cobalt transaction, and
future dividend payments, share purchases and sales and completion of this offering, the redemption of the 6.875% Senior Notes due 2023
and the tender offers for the 4.00% Senior Notes due 2021, 3.55% Senior Notes due 2022 and the 3.875% Senior Notes due 2023. The
words "anticipates," "may," "can," "plans," "believes," "estimates," "expects," "projects," "targets," "intends," "likely," "will," "should," "to be,"
"potential" and any similar expressions are intended to identify those assertions as forward-looking statements. This prospectus
supplement, including the documents incorporated by reference herein, may also include forward-looking statements regarding mineralized
material not included in proven and probable mineral reserves. Mineralized material is a mineralized body that has been delineated by
appropriately spaced drilling and/or underground sampling to support the estimated tonnage and average metal grades. Such a deposit
cannot qualify as recoverable proven and probable reserves until legal and economic feasibility are confirmed based upon a
comprehensive evaluation of development costs, unit costs, grades, recoveries and other material factors. Accordingly, no assurances can
be given that the estimated mineralized material not included in reserves will become proven and probable reserves.
We caution readers that forward-looking statements are not guarantees of future performance and that our actual results may differ
materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause our
actual results to differ materially from those anticipated in the forward-looking statements include, but are not limited to, supply of and
demand for, and prices of, copper, gold and molybdenum, mine sequencing, changes in mine plans, production rates, timing of shipments,
results of feasibility studies, potential inventory adjustments, potential impairment of long-lived mining assets, satisfaction of customary
closing conditions, including receipt of regulatory approvals to consummate the pending Freeport Cobalt transaction, the potential effects
of violence in Indonesia generally and in the province of Papua, the Indonesian government's approval of an increase in PT-FI's export
quota for the current export period ending March 8, 2020, and extension of PT-FI's export license after March 8, 2020, risks associated
with underground mining, satisfaction of requirements in accordance with PT-FI's special mining license ("IUPK") to extend mining rights
from 2031 through 2041, industry risks, regulatory changes, political and social risks, labor relations, weather- and climate-related risks,
environmental risks, litigation

S-ii
Table of Contents
results, cybersecurity incidents, and other factors described in more detail under the heading "Risk Factors" in our annual report on Form
10-K for the year ended December 31, 2018 filed with the SEC as updated by our subsequent filings with the SEC.
Investors are cautioned that many of the assumptions upon which our forward-looking statements are based are likely to change after the
forward-looking statements are made, including for example commodity prices, which we cannot control, and production volumes and
costs, some aspects of which we may not be able to control. Further, we may make changes to our business plans that could affect our
results. We caution investors that we do not intend to update forward-looking statements more frequently than quarterly notwithstanding
any changes in our assumptions, changes in business plans, actual experience or other changes, and we undertake no obligation to
https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
update any forward-looking statements.
This prospectus supplement also contains Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), a financial
measure that is not recognized under U.S. generally accepted accounting principles ("GAAP"). As required by SEC Regulation G, a
reconciliation of net loss attributable to common stock to Adjusted EBITDA is included in the table under "Prospectus supplement summary
--Recent developments--Reconciliation of Net Loss Attributable to Common Stock to Adjusted EBITDA."
I ndust ry a nd ot he r inform a t ion
Unless we indicate otherwise, we base the information concerning the mining industry contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus on our general knowledge of and expectations concerning the industry. Our
market positions and market shares are based on our estimates using data from various industry sources and assumptions that we believe
to be reasonable based on our knowledge of the mining industry. We have not independently verified data from industry sources and
cannot guarantee its accuracy or completeness. In addition, we believe that data regarding the mining industry and our market positions
and market shares within the industry provide general guidance but are inherently imprecise. Further, our estimates involve risks and
uncertainties and are subject to change based on various factors, including those discussed under the heading "Risk Factors" in our
annual report on Form 10-K for the year ended December 31, 2018 filed with the SEC as updated by our subsequent filings with the SEC.
Ex t e nde d se t t le m e nt
We expect that delivery of the notes will be made against payment therefore on or about August 15, 2019, which will be the tenth
business day following the date of pricing of the notes, or "T+10." Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade notes on the date of pricing or the next seven succeeding business days will be required, by virtue of the
fact that the notes initially settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed
settlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.

S-iii
Table of Contents
Prospe c t us supple m e nt sum m a ry
This summary highlights certain information contained elsewhere or incorporated by reference in this prospectus supplement. Because
this is only a summary, it does not contain all the information that may be important to you. For a more complete understanding of our
business and this offering, you should read the entire prospectus supplement and the accompanying prospectus and the documents
incorporated herein and therein by reference, including the annual and interim financial statements included elsewhere or incorporated
by reference in this prospectus supplement and the accompanying prospectus. You should also carefully consider the matters
discussed under "Risk factors."
Ove rvie w
FCX is a leading international mining company. We operate large, long-lived, geographically diverse assets with significant proven and
probable reserves of copper, gold and molybdenum. We are one of the world's largest publicly traded copper producers. Our portfolio
of mining assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; and
significant mining operations in North America and South America, including the large-scale Morenci minerals district in Arizona and
the Cerro Verde operation in Peru.
Our principal executive offices are located at 333 North Central Avenue, Phoenix, Arizona 85004-2189, and our telephone number at
that address is (602) 366-8100. We maintain a website at www.fcx.com, where general information about us is available. Information
on or accessible through our website is not a part of, and we are not incorporating the contents of our website or other such
information into, this prospectus supplement or the accompanying prospectus.
Re c e nt de ve lopm e nt s
On July 24, 2019, we announced preliminary unaudited financial information for the second quarter and six months ended June 30,
2019. All references to income or losses per share are on a diluted basis.
Consolidated sales totaled 807 million pounds of copper, 189 thousand ounces of gold and 24 million pounds of molybdenum in
second-quarter 2019 and 1.6 billion pounds of copper, 431 thousand ounces of gold and 46 million pounds of molybdenum for the six
months ended June 30, 2019, compared with 989 million pounds of copper, 676 thousand ounces of gold and 24 million pounds of
molybdenum in second-quarter 2018 and 2.0 billion pounds of copper, 1.3 million ounces of gold and 48 million pounds of
https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
molybdenum for the six months ended June 30, 2018.
Net (loss) income attributable to common stock totaled $(72) million ($(0.05) per share) in second-quarter 2019 and $(41) million
($(0.03) per share) for the six months ended June 30, 2019, compared with net income of $869 million ($0.59 per share) in second-
quarter 2018 and $1.6 billion ($1.07 per share) for the six months ended June 30, 2018.

S-1
Table of Contents
The decreases in the 2019 periods, compared with the 2018 periods, primarily reflect lower copper and gold sales volumes from
anticipated lower mill rates and ore grades in Indonesia as PT Freeport Indonesia (PT-FI) transitions mining from the open pit to
underground, and lower realized copper prices.
Adjusted EBITDA totaled $465 million in second quarter 2019. For a reconciliation of net loss attributable to common stock to Adjusted
EBITDA, see the table under "--Reconciliation of Net Loss Attributable to Common Stock to Adjusted EBITDA."

T hre e m ont hs e nde d
Six m ont hs e nde d

J une 3 0 ,
J une 3 0 ,

2 0 1 9

2 0 1 8
2 0 1 9

2 0 1 8
Sum m a ry Fina nc ia l Da t a

(in millions, except per share amounts)

Revenuesa

$
3,546

$
5,168
$ 7,338

$10,036
Operating incomeb,c

$
33d
$
1,664
$
354d,e
$ 3,123
Net (loss) income from continuing operations

$
(74)
$
1,039
$
1

$ 1,867
Net (loss) gain from discontinued operationsf

$
--

$
(4)
$
1

$
(15)
Net (loss) income attributable to common stocka,b,c,g,h

$
(72)d
$
869
$
(41)d,e
$ 1,561
Diluted net (loss) income per share of common stock:

Continuing operations

$
(0.05)
$
0.59
$ (0.03)

$
1.08
Discontinued operations

--

--

--

(0.01)

$
(0.05)
$
0.59
$ (0.03)

$
1.07

Diluted weighted-average common shares outstanding

1,451

1,458
1,451

1,458
Operating cash flowsi

$
554

$
1,309
$ 1,088

$ 2,678
Capital expenditures

$
629

$
482
$ 1,251

$
884
At June 30:

Cash and cash equivalents

$
2,623

$
3,894
$ 2,623

$ 3,894
Property, plant, equipment and mine development costs, net

$
28,841

$
22,991
$28,841

$22,991
Total assets

$
41,086

$
37,028
$41,086

$37,028
Total debt, including current portion

$
9,916

$
11,277
$ 9,916

$11,277
Total stockholders' equity

$
9,709

$
9,474
$ 9,709

$ 9,474
M ining Ope ra t ing Da t a

Coppe r (millions of recoverable pounds)

Production

776

1,014
1,556

1,966
Sales, excluding purchases

807

989
1,591

1,982
Average realized price per pound

$
2.75

$
3.08
$
2.78

$
3.10
Gold (thousands of recoverable ounces)

Production

160

746

326

1,345
Sales, excluding purchases

189

676

431

1,286
Average realized price per ounce

$
1,351

$
1,274
$ 1,315

$ 1,291
M olybde num (millions of recoverable pounds)

Production

25

24

48

46
Sales, excluding purchases

24

24

46

48
Average realized price per pound

$
13.15

$
12.89
$ 12.93

$ 12.42

S-2
Table of Contents
https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
a. Includes (unfavorable) favorable adjustments to prior period provisionally priced concentrate and cathode copper sales totaling $(83) million ($(35) million to net loss
attributable to common stock) in second-quarter 2019, $23 million ($9 million to net income attributable to common stock) in second-quarter 2018, $58 million
($23 million to net loss attributable to common stock) for the six months ended June 30, 2019, and $(70) million ($(31) million to net income attributable to common
stock) for the six months ended June 30, 2018.

b. Includes net (losses) gains on sales of assets totaling $(8) million ($(8) million to net loss attributable to common stock) in second-quarter 2019, $45 million ($45 million
to net income attributable to common stock) in second-quarter 2018, $25 million ($25 million to net loss attributable to common stock) for the six months ended June 30,
2019, and $56 million ($56 million to net income attributable to common stock) for the six months ended June 30, 2018.

c. Includes net charges to environmental obligations and related litigation reserves totaling $9 million ($9 million to net loss attributable to common stock) in second-quarter
2019, $44 million ($44 million to net loss attributable to common stock) for the six months ended June 30, 2019, and $50 million ($50 million to net income attributable to
common stock) for the second quarter and six months ended June 30, 2018.

d. Includes charges of $28 million ($14 million to net loss attributable to common stock) for the second quarter and six months ended June 30, 2019, for an adjustment to
the settlement of the historical surface water tax disputes with the local regional tax authority in Papua, Indonesia.

e. The six months ended June 30, 2019, includes metals inventory adjustments of $59 million ($27 million to net loss attributable to common stock), primarily for cobalt
inventory, and charges totaling $23 million ($9 million to net loss attributable to common stock) associated with weather-related issues at El Abra and for non-recurring
employee costs at PT-FI.

f. Reflects adjustments to the estimated fair value of contingent consideration related to the November 2016 sale of FCX's interest in TF Holdings Limited.

g. The second quarter and six months ended June 30, 2019, include tax credits of $18 million associated with state law changes; the six months ended June 30, 2019, also
includes a tax credit of $6 million (net of noncontrolling interests) associated with the reduction in PT-FI's statutory tax rates in accordance with its special mining license
(IUPK). The second quarter and six months ended June 30, 2018, include tax credits of (i) $5 million associated with the settlement of a state income tax examination
and (ii) $2 million (net of noncontrolling interests) associated with Cerro Verde's disputed royalties and other related mining taxes.

h. We defer recognizing profits on intercompany sales until final sales to third parties occur. Changes in these deferrals attributable to variability in intercompany volumes
resulted in net (reductions) additions to net income attributable to common stock totaling $(1) million in second-quarter 2019, $27 million in second-quarter 2018, $(15)
million for the six months ended June 30, 2019, and $20 million for the six months ended June 30, 2018.

i.
Includes working capital sources (uses) and timing of other tax payments of $308 million in second-quarter 2019, $(192) million in second-quarter 2018, $281 million for
the six months ended June 30, 2019, and $(213) million for the six months ended June 30, 2018.
The foregoing results of operations for the second quarter and six months ended June 30, 2019, have not been audited or reviewed
by our independent registered public accounting firm. Our reported results may differ from our unaudited results.
Reconciliation of Net Loss Attributable to Common Stock to Adjusted EBITDA

T hre e M ont hs Ende d
(in m illions)

J une 3 0 , 2 0 1 9
Net loss attributable to common stock continuing operations

$
(72)
Interest expense, net

132
Benefit from income taxes

(15)
Depreciation, depletion and amortization

352
Net loss on sales of assets

8
Accretion

31
Other net charges(1)

41
Other income, net

(5)
Net loss attributable to noncontrolling interest

(2)
Equity in affiliated companies' net earnings

(5)

Adjusted EBITDA(2)

$
465

(1) Other net charges primarily include PT-FI charges associated with an adjustment to the settlement of the historical surface water tax disputes ($28 million), net
adjustments to environmental obligations and litigation reserves ($9 million) and metals inventory adjustments ($2 million).

(2) Adjusted EBITDA is a non-GAAP financial measure that is frequently used by securities analysts, investors, lenders and others to evaluate companies' performance,
including, among other things, profitability before the effect of financing and similar decisions. Because securities

S-3
Table of Contents
analysts, investors, lenders and others use Adjusted EBITDA, management believes that our presentation of Adjusted EBITDA affords them greater transparency in
assessing our financial performance. Adjusted EBITDA should not be considered as a substitute for measures of financial performance prepared in accordance with

GAAP. Adjusted EBITDA may not necessarily be comparable to similarly titled measures reported by other companies, as different companies calculate such measures
differently.
Concurrent tender offers
Concurrent with this offering, we are conducting cash tender offers for up to $430 million aggregate purchase price, subject to
increase or decrease and exclusive of accrued interest, of our (i) 4.00% Senior Notes due 2021 (the "2021 notes"), (ii) 3.55% Senior
Notes due 2022 (the "2022 notes") and (iii) 3.875% Senior Notes due 2023 (the "3.875% 2023 notes" and, together with the 2021
notes and 2022 notes, the "tender offer notes"). The tender offers are scheduled to expire at 11:59 p.m., New York City time, on
August 28, 2019, unless extended, earlier expired or terminated by us in our sole discretion. As of March 31, 2019, there was
$600.0 million aggregate principal amount of 2021 notes outstanding, $1,892.5 million aggregate principal amount of 2022 notes
outstanding and $1,922.5 million aggregate principal amount of 2023 notes outstanding. We intend to use the net proceeds from this
https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
offering and, if necessary, cash on hand or available liquidity to redeem all of the outstanding 6.875% Senior Notes due 2023 (the
"6.875% 2023 notes") as discussed below under "--Redemption of 6.875% Senior Notes due 2023" and to fund the purchase of the
tender offer notes in the tender offers and the payment of accrued and unpaid interest, premiums, fees and expenses in connection
therewith. See "Use of proceeds." The tender offers are being made pursuant to an offer to purchase dated as of August 1, 2019,
issued in connection with the tender offers. This prospectus supplement is not an offer to purchase or solicitation of an offer to sell
any of the tender offer notes.
The closings of the tender offers will be conditioned on, among other things, our having obtained gross proceeds from this offering in
an amount not less than $1.2 billion, upon the terms and subject to the conditions of the tender offers, to purchase the securities
validly tendered and accepted for purchase in the tender offers and to pay accrued interest thereon and fees and expenses
associated therewith. This offering is not conditioned on the completion of the tender offers.
We are permitted, subject to applicable law, to amend, extend, terminate or withdraw the tender offers, and there can be no
assurance that we will consummate the tender offers. There can be no assurance as to the principal amount of any series of tender
offer notes that will be tendered or accepted for purchase pursuant to the tender offers. J.P. Morgan Securities LLC and BofA
Securities, Inc. are acting as dealer managers for the tender offers. See "Use of proceeds" and "Capitalization."
Redemption of 6.875% Senior Notes due 2023
On August 1, 2019, we issued a notice of redemption to the holders of our outstanding 6.875% 2023 notes, notifying such holders that
we intend to redeem all of the outstanding securities of that series on September 3, 2019. We intend to use a portion of the net
proceeds from this offering to fund the redemption. The redemption price of the 6.875% 2023 notes will be calculated in accordance
with the terms of the indenture governing such notes. As of March 31, 2019, the aggregate outstanding principal amount of the
6.875% 2023 notes was approximately $728 million.
This prospectus supplement is not a notice to redeem the 6.875% 2023 notes, and the completion of this offering is not conditioned
upon redemption of the 6.875% 2023 notes.

S-4
Table of Contents
T he offe ring
The following summary contains basic information about the notes and is not intended to be complete. It may not contain all of the
information that may be important to you. For a more complete description of the notes, see "Description of the notes." In this
summary of the offering, the words "FCX," "we," "us" and "our" refer only to Freeport-McMoRan Inc. and not to any of its subsidiaries;
and the words "FM O&G" or the "guarantor" refer only to Freeport-McMoRan Oil & Gas LLC and not any of its subsidiaries. Unless
otherwise required by the context, we use the term "notes" in this prospectus supplement to refer collectively to the 5.00% Senior
Notes due 2027 and the 5.25% Senior Notes due 2029.

I ssue r
Freeport-McMoRan Inc., a Delaware corporation

Se c urit ie s offe re d
$600,000,000 in aggregate principal amount of 5.00% Senior Notes due 2027 (the "2027 senior
notes").

$600,000,000 in aggregate principal amount of 5.25% Senior Notes due 2029 (the "2029 senior

notes").

M a t urit y
The 2027 senior notes will mature on September 1, 2027.

The 2029 senior notes will mature on September 1, 2029.

I nt e re st a nd pa ym e nt da t e s
The 2027 senior notes will accrue interest from August 15, 2019 at a rate of 5.00% per annum,
payable on March 1 and September 1 of each year, beginning on March 1, 2020.

The 2029 senior notes will accrue interest from August 15, 2019 at a rate of 5.25% per annum,

payable on March 1 and September 1 of each year, beginning on March 1, 2020.

Gua ra nt e e
The notes will be fully and unconditionally guaranteed by our wholly owned subsidiary FM O&G,
and its guarantee of the notes:

· will be a general unsecured obligation of the guarantor;

· will rank equally in right of payment with all existing and future senior indebtedness of the

guarantor, but will be effectively subordinated to all of the guarantor's future secured
https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
indebtedness to the extent of the value of the assets securing such indebtedness; and

· will be senior in right of payment to any subordinated indebtedness of the guarantor.

In addition, each of the guarantor's subsidiaries, if any, that becomes a guarantor of our
obligations under certain of our material indebtedness or the guarantor's obligations under
certain of its material indebtedness will enter into a supplemental indenture, pursuant to which

such subsidiary will agree to jointly and severally and fully and unconditionally guarantee our
obligations under the notes and the indenture. See "Description of the notes--Additional
guarantors."

S-5
Table of Contents
Ra nk ing
The indebtedness evidenced by the notes and the guarantee will be our and the guarantor's
senior unsecured obligations and will rank senior in right of payment to any of our and the
guarantor's subordinated indebtedness and equally in right of payment with all of our and the
guarantor's existing and future unsecured and unsubordinated indebtedness. The notes and the
guarantee will be effectively subordinated in right of payment to any secured indebtedness that
we and the guarantor may have or may incur in the future to the extent of the value of the
assets securing such indebtedness and will be structurally subordinated to the indebtedness and
other liabilities (including trade accounts payable) of our subsidiaries, other than the guarantor,
and the guarantor's subsidiaries.

As of March 31, 2019, as adjusted to give effect to the use of proceeds from this offering to fund
the redemption of all of the outstanding 6.875% 2023 notes, and the tender offers (assuming the
maximum amount of tender offer notes are validly tendered and accepted), we and our
consolidated subsidiaries together would have had outstanding indebtedness of $7.8 billion that
will rank equally with the notes, we would have had no material secured indebtedness

outstanding (excluding secured indebtedness of our non-guarantor subsidiaries), our subsidiaries
other than the guarantor had $29.2 billion of outstanding indebtedness and other liabilities, and
the guarantor had no outstanding indebtedness that will rank equally with its guarantee of the
notes and no secured indebtedness outstanding. As of June 30, 2019, we had no borrowings
and approximately $3.5 billion available under our unsecured revolving credit facility.

Form a nd de nom ina t ion
The notes will be issued in the form of several registered notes in global form, without interest
coupons, in denominations of $2,000 or integral multiples of $1,000 in excess thereof. Upon
issuance, each of the global notes will be deposited with the Trustee (as defined herein) as
custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co.,
as nominee of DTC. Ownership of beneficial interests in each global note will be limited to
persons who have accounts with DTC ("DTC participants") or persons who hold interests
through DTC participants. Beneficial interests in the global notes may not be exchanged for
notes in physical, certificated form except in the limited circumstances described under
"Description of the notes--Book-entry notes."

Opt iona l re de m pt ion
We may, at our option, redeem in whole or in part, each series of notes at a make-whole price,
plus accrued and unpaid interest, if any, to, but not including, the date of redemption at any time
prior to September 1, 2022 in the case of the 2027 senior notes and prior to September 1, 2024
in the case of the 2029 senior notes.

We may redeem the notes, in whole or part, at any time and from time to time during the

periods set forth herein at fixed redemption prices, plus accrued and unpaid interest, if any, to
the date of redemption, as described under "Description of the notes--Optional redemption."

S-6
Table of Contents
We may redeem up to 35% of each series of notes using the net cash proceeds of one or more

https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
certain equity offerings as described under "Description of the notes--Optional redemption."

Offe r t o re purc ha se upon
c ha nge of c ont rol t rigge ring
If we experience a Change of Control Triggering Event (as defined herein), we will be required,
e ve nt
unless we have already exercised our option to redeem the notes of the applicable series, to
offer to purchase the notes of the applicable series at a purchase price equal to 101% of their
principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See
"Description of the notes--Change of control triggering event."

Ce rt a in c ove na nt s
The indenture governing the notes will contain covenants that restrict our ability, with certain
exceptions, to incur debt secured by liens, engage in sale and leaseback transactions and
merge or consolidate with another entity, or sell, transfer or lease all or substantially all of our
assets.

N o prior m a rk e t
The notes will be new classes of securities for which there is currently no public trading market.
We do not intend to apply for the notes to be listed on any securities exchange or to arrange for
the notes to be quoted on any automated dealer quotation system. Although the underwriters
have informed us that they currently intend to make a market in the notes, the underwriters are
not obligated to do so, and may discontinue market making activities at any time without notice.
Accordingly, we cannot assure you that a liquid market for the notes will develop or be
maintained.

U se of proc e e ds
We estimate that the net proceeds from the offering will be approximately $1,185 million, after
deducting the underwriting discounts and commissions and our estimated offering expenses. We
intend to use the net proceeds from this offering and, if necessary, cash on hand or available
liquidity to redeem all of the outstanding 6.875% 2023 notes and to fund the purchase of the
tender offer notes in the tender offers and the payment of accrued and unpaid interest,
premiums, fees and expenses in connection therewith. See "Use of proceeds."

Gove rning la w
The notes and the indenture will be governed by the laws of the State of New York.

Risk fa c t ors
Investing in the notes involves substantial risks. You should carefully consider all the information
in this prospectus supplement, the accompanying prospectus and the documents incorporated
herein and therein by reference prior to investing in the notes. In particular, we urge you to
carefully consider the factors set forth under "Risk factors" in this prospectus supplement in
addition to the risks described under the heading "Risk factors" in our annual report on Form
10-K for the year ended December 31, 2018 filed with the SEC as updated by our subsequent
filings with the SEC.

T rust e e , re gist ra r a nd pa ying
a ge nt
U.S. Bank National Association

S-7
Table of Contents
Risk fa c t ors
Investing in the notes involves risk. Prior to making a decision about investing in our securities, and in consultation with your own financial
and legal advisors, you should carefully consider the following risk factors, as well as the risk factors incorporated by reference in this
prospectus supplement from our annual report on Form 10-K for the year ended December 31, 2018, under the heading "Risk Factors," as
updated by our subsequent filings with the SEC. You should also refer to the other information in this prospectus supplement and the
accompanying prospectus, including our financial statements and the related notes incorporated by reference into this prospectus
supplement.
Risk s re la t e d t o t he not e s
The notes are subject to prior claims of our secured creditors and the creditors of our subsidiaries that do not guarantee the
notes, and if a default occurs we may not have sufficient funds to fulfill our obligations under the notes.
The indebtedness evidenced by the notes and the guarantee will be our and the guarantor's senior unsecured obligations and will rank
equally in right of payment with all of our and the guarantor's existing and future unsecured and unsubordinated indebtedness. The notes
and the guarantee will be effectively subordinated in right of payment to any secured indebtedness that we and the guarantor may have or
may incur in the future to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to the
indebtedness and other liabilities (including trade accounts payable) of our subsidiaries, other than the guarantor, and the guarantor's
https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

424B5
subsidiaries. The indenture governing the notes will permit us and our subsidiaries and the guarantor and its subsidiaries to incur secured
debt under specified circumstances. If we or the guarantor incur any secured debt, our assets or the guarantor's assets, as the case may
be, and the assets of our and the guarantor's subsidiaries, as the case may be, will be subject to prior claims by our and the guarantor's
secured creditors. In the event of our or the guarantor's bankruptcy, liquidation, reorganization or other winding up, assets that secure debt
will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes
will participate in our or the guarantor's remaining assets ratably with all of our and the guarantor's unsecured and unsubordinated
creditors, including our and the guarantor's trade creditors.
If we or the guarantor incur any additional obligations that rank equally with the notes, including trade payables, the holders of those
obligations will be entitled to share ratably with the holders of the notes in any proceeds distributed upon our or the guarantor's insolvency,
liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If
there are not sufficient assets remaining to pay all of these creditors, all or a portion of the notes then outstanding would remain unpaid.
As of March 31, 2019, as adjusted to give effect to the use of proceeds from this offering to fund the redemption of all of the outstanding
6.875% 2023 notes, and the tender offers (assuming the maximum amount of tender offer notes are validly tendered and accepted), we
and our consolidated subsidiaries together would have had outstanding indebtedness of $7.8 billion that will rank equally with the notes,
we would have had no material secured indebtedness outstanding (excluding secured indebtedness of our non-guarantor subsidiaries), our
subsidiaries other than the guarantor had $29.2 billion of outstanding indebtedness and other liabilities, and the guarantor had no
outstanding indebtedness that will rank equally with its guarantee of the notes and no secured indebtedness outstanding.

S-8
Table of Contents
The indenture will not limit the amount of indebtedness that we and our subsidiaries may incur and will not contain provisions
that would afford the holders of the notes any substantial protection in the event we participate in a highly leveraged transaction.
The indenture under which the notes will be issued will not limit the amount of indebtedness that we and our subsidiaries may incur. As of
June 30, 2019, we had no borrowings and approximately $3.5 billion available under our unsecured revolving credit facility. The indenture
will not contain any financial covenants or other provisions that would afford the holders of the notes any substantial protection in the event
we participate in a highly leveraged transaction.
The guarantee of the notes by the guarantor could be voided if it constitutes a fraudulent transfer under U.S. bankruptcy or
similar state law, which would prevent the holders of the notes from relying on the guarantor to satisfy claims.
The notes will be fully and unconditionally guaranteed by the guarantor. However, under U.S. bankruptcy law and comparable provisions of
state fraudulent transfer laws, the guarantee of the notes can be voided, or claims under the guarantee may be subordinated to all other
debts of the guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by the guarantee of the
notes or, in some states, when payments become due under the guarantee, received less than reasonably equivalent value or fair
consideration for the incurrence of the guarantee and:

· was insolvent or rendered insolvent by reason of such incurrence;

· was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.
A court would likely find that the guarantor did not receive reasonably equivalent value or fair consideration for its guarantee if the
guarantor did not substantially benefit directly or indirectly from the issuance of the notes. The guarantor's guarantee of the notes may
also be voided without regard to the above factors if a court finds that the guarantor entered into the guarantee with the actual intent to
hinder, delay or defraud its creditors. If a court were to void the guarantee, you would no longer have a claim against the guarantor.
Sufficient funds to repay the notes may not be available from other sources. In addition, the court might direct you to repay any amounts
that you already received from the guarantor.
The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, the guarantor
would be considered insolvent if:

· the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all its assets;

· the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they became absolute and mature; or

· it could not pay its debts as they became due.
The guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing
the incurrence of obligations under the guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantee
from being voided under fraudulent transfer law.

https://www.sec.gov/Archives/edgar/data/831259/000119312519212068/d738178d424b5.htm[8/5/2019 9:31:07 AM]

Document Outline

#1">
- #1">