Bond Freeport Moran 4.125% ( US35671DCE31 ) in USD

Freeport Moran

99.67 % ▲

United States

US35671DCE31 ( in USD )

4.125% per year ( payment 2 times a year)

29/02/2028

Prospectus brochure of the bond Freeport-McMoRan US35671DCE31 en USD 4.125%, maturity 29/02/2028

2 000 USD

700 000 000 USD

35671DCE3

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

01/09/2026 ( In 150 days )

Freeport-McMoRan is a leading international mining company focused on the production of copper, gold, and molybdenum.

Freeport-McMoRan's US$700,000,000 4.125% Bonds due February 29, 2028 (CUSIP: 35671DCE3, ISIN: US35671DCE31), currently trading at 96.76% of par value (USD), with a minimum trading size of 2,000 bonds and semi-annual coupon payments, are rated BBB- by S&P and Baa2 by Moody's.

424B5
424B5 1 d872821d424b5.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)
4.125% Senior Notes due 2028

$700,000,000

$90,860.00
4.250% Senior Notes due 2030

$600,000,000

$77,880.00
Total

$168,740.00

(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 .
$1,300,000,000
$700,000,000 4.125% Senior Notes due 2028
$600,000,000 4.250% Senior Notes due 2030
Issue price: 100.000% and 100.000%, respectively
We will pay interest on the 4.125% Senior Notes due 2028 (the "2028 senior notes") on March 1 and September 1 of each year, beginning on September 1, 2020. The 2028 senior
notes will mature on March 1, 2028. We will pay interest on the 4.250% Senior Notes due 2030 (the "2030 senior notes") on March 1 and September 1 of each year, beginning on
September 1, 2020. The 2030 senior notes will mature on March 1, 2030. We collectively refer to the 2028 senior notes and the 2030 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 -6 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.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he not e s or
de t e rm ine d t ha t t his prospe c t us supple m e nt or t he a c c om pa nying prospe c t us is a c c ura t e or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a
c rim ina l offe nse .

Pe r 2 0 2 8 se nior not e
T ot a l

Pe r 2 0 3 0 se nior not e
T ot a l

Public offering price(1)

100.000%
$700,000,000

100.000%
$600,000,000
Underwriting discounts and commissions

1.125%
$
7,875,000

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

98.875%
$692,125,000

98.875%
$593,250,000

(1) Plus accrued interest from March 4, 2020, 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 March 4, 2020.
Joint book-running managers
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5

J .P. M orga n

BofA Se c urit ie s
BN P PARI BAS

Cit igroup
H SBC

M izuho Se c urit ie s
SM BC N ik k o

BM O Ca pit a l M a rk e t s
M U FG

Sc ot ia ba nk
Senior co-managers

BBV A

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

ABN AM RO
Cre dit Agric ole CI B

RBC Ca pit a l M a rk e t s

U S Ba nc orp
Co-managers

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

Loop Ca pit a l M a rk e t s

Sie be rt Willia m s Sha nk
February 19, 2020
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-16
statements

Material United States federal tax considerations
S-36
Industry and other information
S-iii
Underwriting
S-40
Extended settlement
S-iii
Legal matters
S-45
Prospectus supplement summary
S-1
Experts
S-45
Risk factors
S-6
Where you can find more information
S-46
Use of proceeds
S-10
Capitalization
S-11
Selected consolidated historical financial data
S-13

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

Except as otherwise described herein or the context otherwise requires (including the cover hereto), each reference to (i) "FCX," "we," "us,"
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
"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 for "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 facts, such as plans, 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, our expectations regarding results associated with
productivity and innovation initiatives, 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, execution of the settlement agreement associated with the Louisiana coastal erosion cases, future dividend
payments, share purchases and sales, and completion of this offering, the tender offers for the 4.00% senior notes due 2021, 3.55% senior
notes due 2022, 3.875% senior notes due 2023 and 4.55% senior notes due 2024 and any redemption of the 4.00% senior notes due
2021. 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 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, the potential effects of violence in
Indonesia generally and in the province of Papua, the Indonesian government's 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, our ability to achieve the expected results of our productivity and innovation initiatives,
industry risks, regulatory changes, political and social risks, labor relations, weather- and climate-related risks, environmental risks,
litigation 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 fiscal year ended December 31, 2019 filed with the SEC.

S-ii
Table of Contents
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
update any forward-looking statements.
I ndust ry a nd ot he r inform a t ion
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
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, 2019 filed 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 March 4, 2020, 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.
Concurrent tender offers
Concurrent with this offering, we are conducting cash tender offers for up to $1.1 billion 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"), (iii) 3.875% Senior Notes due 2023 (the "2023 notes") and (iv) 4.55% Senior Notes due 2024 (the "2024
notes" and, together with the 2021 notes, 2022 notes and 2023 notes, the "tender offer notes"). The tender offers are scheduled to
expire at 11:59 p.m., New York City time, on March 17, 2020, unless extended, earlier expired or terminated by us in our sole
discretion. As of December 31, 2019, there was $195.1 million aggregate principal amount of 2021 notes outstanding, $1,880.2 million
aggregate principal amount of 2022 notes outstanding, $1,922.5 million aggregate principal amount of 2023 notes outstanding and
$850 million aggregate principal amount of 2024 notes outstanding. We intend to use the net proceeds from this offering and, if
necessary, cash on-hand or available liquidity 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. To the extent all of the 2021 notes are not
tendered and purchased in the tender offers, we may, but are not obligated to, use a portion of any remaining net proceeds from this
offering to redeem all or a portion of the remaining 2021 notes. See "Use of proceeds." The tender offers are being made pursuant to
an offer to purchase dated as of February 19, 2020, 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.

S-1
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
Table of Contents
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 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. In addition, there can be no assurance that
we will redeem any or all of the 2021 notes. See "Use of proceeds" and "Capitalization."

S-2
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 4.125% Senior
Notes due 2028 and the 4.250% Senior Notes due 2030.

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

Se c urit ie s offe re d
$700,000,000 in aggregate principal amount of 4.125% Senior Notes due 2028 (the "2028 senior
notes").

$600,000,000 in aggregate principal amount of 4.250% Senior Notes due 2030 (the "2030 senior
notes").

M a t urit y
The 2028 senior notes will mature on March 1, 2028.

The 2030 senior notes will mature on March 1, 2030.

I nt e re st a nd pa ym e nt da t e s
The 2028 senior notes will accrue interest from March 4, 2020 at a rate of 4.125% per annum,
payable on March 1 and September 1 of each year, beginning on September 1, 2020.

The 2030 senior notes will accrue interest from March 4, 2020 at a rate of 4.250% per annum,
payable on March 1 and September 1 of each year, beginning on September 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
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-3
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
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 December 31, 2019, as adjusted to give effect to the use of proceeds from this offering to
fund 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 $7.7 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 $14.2 billion of liabilities owed to
third parties, including $1.2 billion of indebtedness and excluding $16.2 billion of intercompany
liabilities and indebtedness, and the guarantor had no outstanding indebtedness that will rank
equally with its guarantee of the notes and no secured indebtedness outstanding. As of
December 31, 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 March 1, 2023 in the case of the 2028 senior notes and prior to March 1, 2025 in the
case of the 2030 senior notes.

We may redeem the notes, in whole or in 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,
but not including, the date of redemption, as described under "Description of the notes--Optional
redemption."

S-4
Table of Contents

We may redeem up to 35% of each series of notes using the net cash proceeds of one or more
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, but not including, the date of
purchase. See "Description of the notes--Change of control triggering event."

https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
Ce rt a in c ove na nt s
The indenture governing the notes contains 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 $1.28 billion, 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 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. To the
extent all of the 2021 notes are not tendered and purchased in the tender offers, we may, but
are not obligated to, use a portion of any remaining net proceeds from this offering to redeem all
or a portion of the remaining 2021 notes in accordance with the provisions of the indenture
governing the 2021 notes. See "Use of proceeds."

Gove rning la w
The notes will be and the indenture is 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, 2019 filed with the SEC.

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

S-5
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, 2019, under the heading "Risk Factors."
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
subsidiaries. The indenture governing the notes permits 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
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
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 December 31, 2019, as adjusted to give effect to the use of proceeds from this offering to fund 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 $7.7 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 $14.2 billion
of liabilities owed to third parties, including $1.2 billion of indebtedness and excluding $16.2 billion of intercompany liabilities and
indebtedness, and the guarantor had no outstanding indebtedness that will rank equally with its guarantee of the notes and no secured
indebtedness outstanding.

S-6
Table of Contents
The indenture does not limit the amount of indebtedness that we and our subsidiaries may incur and does 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
December 31, 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.

S-7
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
Table of Contents
The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business
and also require us to meet financial maintenance tests and other covenants. The failure to comply with such tests and
covenants could have a material adverse effect on us.
The agreements governing our indebtedness contain various covenants, subject to exceptions, including covenants that restrict our ability
to:

· incur additional indebtedness;
· create liens on our assets;
· use assets as security in other transactions;
· sell assets;
· merge with or into other companies; and
· enter into sale and leaseback transactions.
In addition, our credit facility requires that we meet certain financial tests, including a leverage ratio test and an interest coverage ratio test.
During periods in which copper, gold and molybdenum prices or production volumes, or other conditions, reflect the adverse impact of
cyclical market trends or other factors, we may not be able to comply with the applicable financial covenants.
Any failure to comply with the restrictions of our credit facility or any agreement governing our other indebtedness may result in an event of
default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-
acceleration or cross-default provisions in other debt. Our assets and cash flow may not be sufficient to fully repay borrowings under our
outstanding debt instruments, either upon maturity or, if accelerated, upon an event of default.
If, when required, we are unable to repay, refinance or restructure our indebtedness under, or amend the covenants contained in, our
credit facility, or if a default otherwise occurs, the lenders under our credit facility could elect to terminate their commitments thereunder,
cease making further loans and declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due
and payable. Any such actions could force us into bankruptcy or liquidation, and we cannot provide any assurance that we could repay our
obligations under the notes in such an event.
Changes in our credit ratings may adversely affect the value of the notes.
We cannot provide assurance as to the credit ratings that may be assigned to the notes or that any such credit ratings will remain in effect
for any given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in
each rating agency's judgment, circumstances warrant such an action. Further, any such ratings will be limited in scope and will not
address all material risks relating to an investment in the notes, but rather will reflect only the view of each rating agency at the time the
rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. Actual or anticipated changes
or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade, could adversely affect
the market value of the notes and increase our corporate borrowing costs.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control.

S-8
Table of Contents
Our holding company structure may impact your ability to receive payment on the notes.
We are a holding company with no material assets other than the capital stock of our subsidiaries. As a result, our ability to repay our
indebtedness, including the notes, is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash
available to us, by dividend, debt repayment or otherwise. Our subsidiaries, other than the guarantor, do not have any obligation to pay
amounts due on the notes or to make funds available for that purpose. You will not have any claim as a creditor against our subsidiaries,
other than the guarantor, and indebtedness and other liabilities of such subsidiaries will be effectively senior to your claims against them.
In addition, our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our
indebtedness, including each series of the notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal,
regulatory and contractual restrictions, as well as the financial condition and operating requirements of our subsidiaries, may limit our ability
to obtain cash from our subsidiaries. Although the notes are unsubordinated obligations, they will be structurally subordinated to all
liabilities of our subsidiaries, other than the guarantor, to the extent of their assets. Our rights to participate in any distribution of such
subsidiaries' assets upon their liquidation, reorganization or insolvency would generally be subject to the prior claims of the subsidiaries'
creditors, including any trade creditors and preferred shareholders.
We may not be able to repurchase the notes upon a Change of Control Triggering Event.
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

424B5
If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the notes, we will be required to make an
offer to purchase the notes in cash at the redemption price described in this prospectus supplement. However, we may not be able to
repurchase the notes upon a Change of Control Triggering Event because we may not have sufficient funds to do so. In addition,
agreements governing indebtedness incurred in the future may restrict us from purchasing the notes in the event of a Change of Control
Triggering Event. Any failure to purchase properly tendered notes would constitute an event of default under the indenture governing the
notes, which could, in turn, cause an acceleration of our other indebtedness. See "Description of the notes--Change of control triggering
event."
There are no public markets for the notes, and markets for the notes may not develop.
The underwriters have advised us that they currently intend to make a market in the notes of each series. However, the underwriters are
not obligated to do so and any underwriter may discontinue its market-making activities at any time without notice. We do not intend to
apply for a listing of the notes of any series on any securities exchange or automated interdealer quotation system.
The notes of each series will be a new class of securities for which there is currently no public trading market, and no assurance can be
given as to:

· the liquidity of any such market that may develop;
· the ability of holders of the notes to sell their notes; or
· the prices at which the holders of the notes would be able to sell their notes.
If such markets were to exist, the notes could trade at prices that may be higher or lower than their principal amounts or purchase prices,
depending on many factors, including:

· prevailing interest rates and the markets for similar securities;
· the interest of securities dealers in making a market;
· the market price of our common stock;
· general economic conditions; and
· our financial condition, historic financial performance and future prospects.

S-9
Table of Contents
U se of proc e e ds
We estimate that the net proceeds from the offering will be approximately $1.28 billion, after deducting the underwriting discount 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 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. As of December 31, 2019, there was $195.1 million aggregate principal amount of
2021 notes outstanding, $1,880.2 million aggregate principal amount of 2022 notes outstanding, $1,922.5 million aggregate principal
amount of 2023 notes outstanding and $850 million aggregate principal amount of 2024 notes outstanding. The 2021 notes mature on
November 14, 2021, the 2022 notes mature on March 1, 2022, the 2023 notes mature on March 15, 2023, and the 2024 notes mature on
November 14, 2024. To the extent all of the 2021 notes are not tendered and purchased in the tender offers, we may, but are not
obligated to, use a portion of any remaining net proceeds from this offering to redeem all or a portion of the remaining 2021 notes in
accordance with the provisions of the indenture governing the 2021 notes.
Certain of the underwriters or their affiliates may hold a portion of any series of the tender offer notes. As a result, certain of the
underwriters or their affiliates may receive a portion of the net proceeds of the offering. See "Underwriting."

S-10
Table of Contents
Ca pit a liza t ion
The following table sets forth our actual capitalization from our audited consolidated financial statements as of December 31, 2019, on an
as reported basis, and as adjusted to give effect to:

· the issuance and sale of the notes; and

· the use of the net proceeds from this offering and, if necessary, cash on-hand or available liquidity to fund the purchase of the tender
offer notes in the tender offers (or in the case of the 2021 notes only, the subsequent redemption of all the 2021 notes that remain
https://www.sec.gov/Archives/edgar/data/831259/000119312520043656/d872821d424b5.htm[2/21/2020 8:32:49 AM]

Document Outline

#1">
- #1">