Obligation Freeport Moran 5.45% ( US35671DBC83 ) en USD

Freeport Moran

98.658 % ▲

Etats-unis

US35671DBC83 ( en USD )

5.45% par an ( paiement semestriel )

14/03/2043

Prospectus brochure de l'obligation Freeport-McMoRan US35671DBC83 en USD 5.45%, échéance 14/03/2043

2 000 USD

1 999 800 000 USD

35671DBC8

BBB- ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/09/2026 ( Dans 164 jours )

Freeport-McMoRan est une société minière américaine cotée en bourse, spécialisée dans l'extraction et la production de cuivre, d'or et de molybdène.

L'Obligation émise par Freeport Moran ( Etats-unis ) , en USD, avec le code ISIN US35671DBC83, paye un coupon de 5.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2043

L'Obligation émise par Freeport Moran ( Etats-unis ) , en USD, avec le code ISIN US35671DBC83, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Freeport Moran ( Etats-unis ) , en USD, avec le code ISIN US35671DBC83, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
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424B3 1 d586383d424b3.htm PROSPECTUS
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-190821
PROSPECTUS

Freeport-McMoRan Copper & Gold Inc.
Offer to Exchange
up to $1,500,000,000 Registered 2.375% Senior Notes due 2018 for any and all Outstanding Unregistered 2.375% Senior Notes due 2018,
up to $1,000,000,000 Registered 3.100% Senior Notes due 2020 for any and all Outstanding Unregistered 3.100% Senior Notes due 2020,
up to $2,000,000,000 Registered 3.875% Senior Notes due 2023 for any and all Outstanding Unregistered 3.875% Senior Notes due 2023, and
up to $2,000,000,000 Registered 5.450% Senior Notes due 2043 for any and all Outstanding Unregistered 5.450% Senior Notes due 2043
Guaranteed by Freeport-McMoRan Oil & Gas LLC
Guarantee of the Registered 2.375% Senior Notes due 2018
Guarantee of the Registered 3.100% Senior Notes due 2020
Guarantee of the Registered 3.875% Senior Notes due 2023
Guarantee of the Registered 5.450% Senior Notes due 2043

We are offering to exchange up to $1,500,000,000 of our new 2.375% Senior Notes due 2018 (the "new 2018 notes") for up to $1,500,000,000 of our existing 2.375%
Senior Notes due 2018 (the "old 2018 notes"), up to $1,000,000,000 of our new 3.100% Senior Notes due 2020 (the "new 2020 notes") for up to $1,000,000,000 of
our existing 3.100% Senior Notes due 2020 (the "old 2020 notes"), up to $2,000,000,000 of our new 3.875% Senior Notes due 2023 (the "new 2023 notes") for up to
$2,000,000,000 of our existing 3.875% Senior Notes due 2023 (the "old 2023 notes") and up to $2,000,000,000 of our new 5.450% Senior Notes due 2043 (the "new
2043 notes" and, collectively with the new 2018 notes, the new 2020 notes and the new 2023 notes, the "new notes") for up to $2,000,000,000 of our existing 5.450%
Senior Notes due 2043 (the "old 2043 notes" and, collectively with the old 2018 notes, the old 2020 notes and the old 2023 notes, the "old notes"). The terms of the
new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. The new notes will be fully
and unconditionally guaranteed by Freeport-McMoRan Oil & Gas LLC ("FM O&G"), a subsidiary of Freeport-McMoRan Copper & Gold Inc.
To exchange your old notes for new notes:
· you are required to make the representations described under "The Exchange Offer--Resale of the New Notes" beginning on page 37;
· if you are a beneficial owner holding your old notes through DTC, you must transmit your acceptance of the terms and conditions of the exchange offer to DTC
through the DTC Automated Tender Offer Program System, in which you acknowledge and agree to be bound by the terms of the letter of transmittal and which,
when received by the exchange agent, U.S. Bank National Association, forms a part of a confirmation of book-entry transfer, by 5:00 p.m., New York City time, on
October 9, 2013; and
· you should read the section titled "The Exchange Offer" for further information on how to exchange your old notes for new notes.

Please see "Risk Factors" beginning on page 8 for a discussion of factors you should consider in connection with the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 9, 2013
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Table of Contents

Page
About This Prospectus

i

Prospectus Summary

1

Risk Factors

8

Cautionary Statement

13
Use of Proceeds

14
Selected Historical Consolidated Financial Data

15
Ratio of Earnings to Fixed Charges

17
Description of the Notes

18
The Exchange Offer

32
Material United States Federal Income Tax Consequences

39
Plan of Distribution

44
Legal Matters

46
Experts

46
Reserves

46
Available Information and Incorporation by Reference

47

ABOUT THIS PROSPECTUS
This prospectus is part of a combined registration statement of Freeport-McMoRan Copper & Gold Inc. and its wholly owned, indirect subsidiary that will guarantee
the new notes, Freeport-McMoRan Oil & Gas LLC. Unless indicated otherwise, references in this prospectus to "we," "us" and "our" refer collectively to Freeport-
McMoRan Copper & Gold Inc. and Freeport-McMoRan Oil & Gas LLC. When appropriate, Freeport-McMoRan Copper & Gold Inc. and Freeport-McMoRan Oil &
Gas LLC are named specifically for their related activities and disclosures. References to "FCX" refers to only Freeport-McMoRan Copper & Gold Inc. and not to any
of its subsidiaries. References to "FM O&G" refers to Freeport-McMoRan Oil & Gas LLC, and not to any of its subsidiaries, and, as the context may require, to any
future guarantors that may guarantee the notes pursuant to the terms of the indenture governing the notes.
We have not authorized anyone to give any information or represent anything to you other than the information in this prospectus. You must not rely on any
unauthorized information or representations. We are not making an offer to sell the new notes in any jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus is correct only as of its date.
This prospectus incorporates important business and financial information about FCX that is not included in or delivered with this prospectus. This information is
available without charge to securityholders upon written or oral request to Freeport-McMoRan Copper & Gold Inc., Attn: Corporate Secretary, 333 North Central
Avenue, Phoenix, Arizona 85004-2189, (602) 366-8100. To ensure timely delivery you should make your request to us no later than October 2, 2013, which is
five business days prior to the expiration of the exchange offer. In the event that we extend the exchange offer, you must submit your request at least five
business days before the expiration date of the exchange offer, as extended. We do not currently intend to extend the expiration date. See "The Exchange Offer" for
more detailed information.

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PROSPECTUS SUMMARY
This summary highlights the more detailed information in this prospectus or incorporated herein by reference and you should read the entire prospectus
carefully.
Our Company
FCX is a premier U.S.-based natural resource company with an industry leading global portfolio of mineral assets, significant oil and gas resources and a growing
production profile. FCX is the world's largest publicly traded copper producer.
FCX's portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world's largest copper and gold deposits; significant mining operations in
the Americas, including the large-scale Morenci minerals district in North America and the Cerro Verde and El Abra operations in South America; the Tenke
Fungurume minerals district in the Democratic Republic of Congo; and significant oil and natural gas assets in North America, including reserves in the Deepwater
Gulf of Mexico, onshore and offshore California, in the Eagle Ford and Haynesville shale plays, and an industry leading position in the emerging shallow water,
ultra-deep gas trend on the Shelf of the Gulf of Mexico and onshore in South Louisiana.
Our principal executive offices are located at 333 North Central Avenue, Phoenix, Arizona 85004-2189 and our telephone number is (602) 366-8100. Our website
is located at www.fcx.com. Our website and the information contained on our website are not part of this prospectus.
Risks Affecting Us
Investing in the new notes involves risk, and our business is subject to numerous risks and uncertainties. Investors should carefully consider the information set
forth in this prospectus, including the information under the heading "Risk Factors" herein.

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THE EXCHANGE OFFER
The following summary contains basic information about the new notes and is not intended to be complete. For a more complete understanding of the new notes
and the guarantees, please refer to the section entitled "Description of the Notes" in this prospectus.

The Initial Offering of Old Notes
On May 31, 2013, we completed the transactions contemplated by the Agreement and Plan of
Merger, dated as of December 5, 2012, by and among Plains Exploration & Production Company, a
Delaware corporation ("PXP"), FCX, and FM O&G (the "PXP merger"), and on June 3, 2013, we
completed the transactions contemplated by the Agreement and Plan of Merger, dated as of
December 5, 2012, by and among McMoRan Exploration Co. ("MMR"), FCX and INAVN Corp. (the
"MMR merger").

In connection with the financing of the PXP merger and MMR merger, we sold our existing 2.375%
Senior Notes due 2018 (the "old 2018 notes"), our existing 3.100% Senior Notes due 2020 (the "old
2020 notes"), our existing 3.875% Senior Notes due 2023 (the "old 2023 notes") and our existing
5.450% Senior Notes due 2043 (the "old 2043 notes" and, collectively with the old 2018 notes, the
old 2020 notes and the old 2023 notes, the "old notes") on March 7, 2013 to J.P. Morgan Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, BNP Paribas Securities Corp., Citigroup
Global Markets Inc., HSBC Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Mizuho

Securities USA Inc., Scotia Capital (USA) Inc., SMBC Nikko Capital Markets Limited, BMO
Capital Markets Corp., CIBC World Markets Corp., Santander Investment Securities Inc., Standard
Chartered Bank, U.S. Bancorp Investments, Inc., RBC Capital Markets, LLC and TD Securities
(USA) LLC. We collectively refer to those parties in this prospectus as the "initial purchasers." The
initial purchasers subsequently resold the old notes to qualified institutional buyers pursuant to
Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance
with Regulation S under the Securities Act.

Securities Offered
$1,500,000,000 in aggregate principal amount of 2.375% Senior Notes due 2018 (the "new 2018
notes") and related guarantee.

$1,000,000,000 in aggregate principal amount of 3.100% Senior Notes due 2020 (the "new 2020

notes") and related guarantee.

$2,000,000,000 in aggregate principal amount of 3.875% Senior Notes due 2023 (the "new 2023

notes") and related guarantee.

$2,000,000,000 in aggregate principal amount of 5.450% Senior Notes due 2043 (the "new 2043

notes" and, collectively with the new 2018 notes, the new 2020 notes and the new 2023 notes, the
"new notes") and related guarantee.

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The Exchange Offer
We are offering to exchange the new notes, which have been registered under the Securities Act, for
a like principal amount of your old notes. The issuance of the new notes is intended to satisfy our
obligations contained in registration rights agreements among us and the initial purchasers in which
we agreed to use our reasonable best efforts to cause the exchange offer to be complete within 60
days after the effective date of the registration of the new notes.

Tenders, Expiration Date, Withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, on October 9, 2013, unless the
exchange offer is extended. If you decide to exchange your old notes for new notes, you must
acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new
notes. If you decide to tender your old notes in the exchange offer, you may withdraw them at any
time prior to 5:00 p.m., New York City time, on October 9, 2013. If we decide for any reason not to
accept any old notes for exchange, your old notes will be returned to you without expense to you
promptly after the exchange offer expires.

U.S. Federal Income Tax Consequences
Your exchange of old notes for new notes in the exchange offer will not result in any income, gain or
loss to you for federal income tax purposes. See "Material United States Federal Income Tax
Consequences."

Use of Proceeds
We will not receive any proceeds from the issuance of the new notes in the exchange offer.

Exchange Agent
U.S. Bank National Association is the exchange agent for the exchange offer.

Failure to Tender Your Old Notes
If you fail to tender your old notes in the exchange offer, you will not have any further rights under the
registration rights agreement, including any right to require us to register your old notes or to pay you
additional interest.

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You will be able to resell the new notes without registering them with the Securities and Exchange Commission (the "SEC") if you meet the requirements
described below.
Based on interpretations by the SEC's staff in no-action letters issued to third parties, we believe that the new notes issued in exchange for the old notes in the
exchange offer may be offered for resale, resold and otherwise transferred by you without registering the new notes under the Securities Act or delivering a
prospectus, unless you are a broker-dealer receiving securities for your own account, so long as:

· you are not one of our "affiliates," as defined in Rule 405 of the Securities Act;

· you acquire the new notes in the ordinary course of business;

· you do not have any arrangement or understanding with any person to participate in the distribution of the new notes; and

· you are not engaged in, and do not intend to engage in, a distribution of the new notes.
If you are one of our affiliates, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of the new
notes acquired in the exchange offer, you (1) should not rely on our interpretations of the position of the SEC's staff and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any resale transaction.
If you are a broker-dealer and receive new notes for your own account in the exchange offer:

· you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new notes;

· you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes you receive from us in the exchange offer; the

letter of transmittal for the new notes states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an
"underwriter" within the meaning of the Securities Act; and

· you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new notes received in

exchange for old notes acquired by you as a result of market-making or other trading activities.
For a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any participating broker-dealer for use in connection
with any resale described above.

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SUMMARY DESCRIPTION OF THE NOTES
The terms of the new notes and the old notes are identical in all material respects, except that the new notes have been registered under the Securities Act, and the
transfer restrictions and registrations rights relating to the old notes do not apply to the new notes.
Unless the context requires otherwise, all references to the "notes" below refer to the old notes and the new notes, collectively; all references to the "2018
notes" below refer to the old 2018 notes and the new 2018 notes, collectively; all references to the "2020 notes" below refer to the old 2020 notes and the
new 2020 notes, collectively; all references to the "2023 notes" below refer to the old 2023 notes and the new 2023 notes, collectively; and all references to
the "2043 notes" below refer to the old 2043 notes and the new 2043 notes.

Issuer
Freeport-McMoRan Copper & Gold Inc., a Delaware corporation.

Securities Offered
$1,500,000,000 in aggregate principal amount of new 2018 notes and related guarantee.

$1,000,000,000 in aggregate principal amount of new 2020 notes and related guarantee.

$2,000,000,000 in aggregate principal amount of new 2023 notes and related guarantee.

$2,000,000,000 in aggregate principal amount of new 2043 notes and related guarantee.

Maturity Date
The 2018 notes will mature on March 15, 2018.

The 2020 notes will mature on March 15, 2020.

The 2023 notes will mature on March 15, 2023.

The 2043 notes will mature on March 15, 2043.

Interest
2.375% per annum on the 2018 notes.

3.100% per annum on the 2020 notes.

3.875% per annum on the 2023 notes.

5.450% per annum on the 2043 notes.

Interest Payment Dates
Interest is payable on the notes on March 15 and September 15 of each year.

Guarantee
FM O&G entered into a supplemental indenture with FCX and U.S. Bank National Association, as
trustee, dated as of May 31, 2013, pursuant to which FM O&G agreed to fully and unconditionally
guarantee our obligations under the notes and the indenture (FM O&G's guarantee of the notes, the
"guarantee requirement"). FM O&G's guarantee of the notes:

· is a general unsecured obligation of FM O&G;

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· ranks equally in right of payment with all existing and future unsecured and unsubordinated

indebtedness of FM O&G, but is effectively subordinated to all of FM O&G's future secured
indebtedness to the extent of the value of the assets securing such indebtedness; and

· is senior in right of payment to all existing and future subordinated indebtedness of FM O&G.

In addition, each of FM O&G's subsidiaries, if any, that in the future becomes a guarantor of FCX's
obligations under certain of its material indebtedness or FM O&G'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."

Ranking
The notes will be FCX's senior unsecured obligations and will rank equally in right of payment with
all of FCX's existing and future unsecured and unsubordinated indebtedness. The notes will be
effectively subordinated to any future secured indebtedness that FCX and FM O&G may have or
incur in the future to the extent of the value of the assets securing such indebtedness. The notes will
be structurally subordinated to the indebtedness and other liabilities (including trade accounts
payable) of FCX's subsidiaries other than FM O&G.

As of June 30, 2013, FCX had outstanding indebtedness of approximately $14.4 billion, which
includes $0.7 billion of fair value adjustments to the stated value of assumed debt, that ranked
equally with the notes, FCX had no secured indebtedness outstanding (excluding secured
indebtedness of FCX's subsidiaries), FCX's subsidiaries other than FM O&G had approximately

$11.7 billion of outstanding indebtedness and other liabilities and FM O&G had outstanding
indebtedness of approximately $6.7 billion, which includes $0.7 billion of fair value adjustments to
the stated value of assumed debt, that ranked equally with its guarantee of the notes and no secured
indebtedness outstanding.

Optional Redemption
We may, at our option, at any time and from time to time redeem, in whole or in part, prior to the
maturity date for the 2018 notes, the maturity date for the 2020 notes, the date that is three months
prior to the maturity date for the 2023 notes or the date that is six months prior to the maturity date
for the 2043 notes, the notes of the applicable series on not less than 30 nor more than 60 days' prior
notice mailed to the holders of such notes, with a copy provided to the trustee. See "Description of
the Notes--Optional Redemption."

Change of Control
If we experience certain kinds of changes of control, we will be required, unless we have already
exercised our option to redeem the

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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."

Certain Covenants
The indenture, as supplemented, 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.

Risk Factors
Please see "Risk Factors" in this prospectus, as well as the other cautionary statements throughout
this prospectus, for a discussion of factors you should carefully consider before deciding to tender
your old notes for new notes in the exchange offer.

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RISK FACTORS
You should carefully consider the risks described below as well as other information and data included or incorporated by reference in this prospectus before
deciding whether to participate in this exchange offer. The risks and uncertainties described below and in the incorporated documents are not the only risks and
uncertainties that we face. Additional risks and uncertainties not currently known to us or that we consider to be immaterial may also materially impact our
business, operations or financial condition. Any of the following risks could impair our business, financial condition or operating results, which could cause you
to lose all or part of your investment in the new notes. The risks discussed below also include forward-looking statements, and our actual results may differ
substantially from those discussed in these forward-looking statements. See the section entitled, "Cautionary Statement."
Risks Related to the Exchange Offer
Because there is no public market for the new notes, you may not be able to resell your new notes.
The new notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market, and there can be no assurance
as to:

· the liquidity of any trading market that may develop;

· the ability of holders to sell their new notes; or

· the price at which the holders would be able to sell their new notes.
If a trading market were to develop, the new notes might trade at higher or lower prices than their principal amount or purchase price, depending on many factors,
including prevailing interest rates, the market for similar securities and our financial performance, as well as declines in the prices of securities, or the financial
performance or prospects, of similar companies.
Any market-making activity with respect to the new notes may be discontinued at any time without notice. In addition, any market-making activity will be subject to the
limits imposed by the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and may be limited during the exchange offer. There
can be no assurance that an active trading market will exist for the new notes or that any trading market that does develop will be liquid.
In addition, any old note holder who tenders in the exchange offer for the purpose of participating in a distribution of the new notes may be required to comply with the
registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For a description of these requirements, see the
section entitled "The Exchange Offer."
Your old notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your old notes will continue to be subject
to existing transfer restrictions and you may not be able to sell your old notes.
We will not accept your old notes for exchange if you do not follow the exchange offer procedures. We will issue new notes as part of this exchange offer only after a
timely tender of old notes. If you do not tender your old notes by the expiration date of the exchange offer, we will not accept your old notes for exchange. If there are
defects or irregularities with respect to your tender of old notes, we will not accept such old notes for exchange. Neither we nor the exchange agent are under any duty
to give notification of defects or irregularities with respect to the tenders of old notes for exchange.
If you do not exchange your old notes, your old notes will continue to be subject to the existing transfer restrictions and you may not be able to sell your old
notes.
We did not register the old notes, nor do we intend to do so following the exchange offer. Old notes that are not tendered will therefore continue to be subject to the
existing transfer restrictions and may be transferred only in

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