Obligation Freeport Moran 6.5% ( US35671DBY04 ) en USD

Freeport Moran

100 % ⇌

Etas-Unis

US35671DBY04 ( en USD )

6.5% par an ( paiement semestriel )

15/11/2020 - Obligation échue

Prospectus brochure de l'obligation Freeport-McMoRan US35671DBY04 en USD 6.5%, échue

1 000 USD

552 067 000 USD

35671DBY0

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US35671DBY04, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2020
L'Obligation émise par Freeport Moran ( Etas-Unis ) , en USD, avec le code ISIN US35671DBY04, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d359498d424b3.htm 424B3
Table of Contents
Filed Pursuant to 424(b)(3)
Registration No. 333-217817

PROSPECTUS

Freeport-McMoRan Inc.
Offer to Exchange
up to $179,127,000 Registered 6.125% Senior Notes due 2019 for any and all Outstanding Unregistered 6.125% Senior Notes due 2019,
up to $552,107,000 Registered 6.50% Senior Notes due 2020 for any and all Outstanding Unregistered 6.50% Senior Notes due 2020,
up to $228,133,000 Registered 6.625% Senior Notes due 2021 for any and all Outstanding Unregistered 6.625% Senior Notes due 2021
up to $403,707,000 Registered 6.75% Senior Notes due 2022 for any and all Outstanding Unregistered 6.75% Senior Notes due 2022, and
up to $728,030,000 Registered 6.875% Senior Notes due 2023 for any and all Outstanding Unregistered 6.875% Senior Notes due 2023
Guaranteed by Freeport-McMoRan Oil & Gas LLC
Guarantee of the Registered 6.125% Senior Notes due 2019
Guarantee of the Registered 6.50% Senior Notes due 2020
Guarantee of the Registered 6.625% Senior Notes due 2021
Guarantee of the Registered 6.75% Senior Notes due 2022
Guarantee of the Registered 6.875% Senior Notes due 2023

We are offering to exchange up to $179,127,000 of our new 6.125% Senior Notes due 2019 (the "new 2019 notes") for up to $179,127,000 of our
existing 6.125% Senior Notes due 2019 (the "old 2019 notes"), up to $552,107,000 of our new 6.50% Senior Notes due 2020 (the "new 2020
notes") for up to $552,107,000 of our existing 6.50% Senior Notes due 2020 (the "old 2020 notes"), up to $228,133,000 of our new 6.625% Senior
Notes due 2021 (the "new 2021 notes") for up to $228,133,000 of our existing 6.625% Senior Notes due 2021 (the "old 2021 notes"), up to
$403,707,000 of our new 6.75% Senior Notes due 2022 (the "new 2022 notes") for up to $403,707,000 of our existing 6.75% Senior Notes due
2022 (the "old 2022 notes"), and up to $728,030,000 of our new 6.875% Senior Notes due 2023 (the "new 2023 notes" and, collectively with the
new 2019 notes, the new 2020 notes, the new 2021 notes and the new 2022 notes, the "new notes") for up to $728,030,000 of our existing 6.875%
Senior Notes due 2023 (the "old 2023 notes" and, collectively with the old 2019 notes, the old 2020 notes, the old 2021 notes and the old 2022
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 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 43;

·
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 June 20, 2017; 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.

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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 May 18, 2017

Table of Contents
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

18
Description of the Notes

19
The Exchange Offer

37
Material United States Federal Income Tax Consequences

45
Plan of Distribution

50
Legal Matters

52
Experts

52
Available Information and Incorporation by Reference

53

ABOUT THIS PROSPECTUS
This prospectus is part of a combined registration statement of Freeport-McMoRan 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 Inc. and Freeport-McMoRan Oil & Gas LLC. When appropriate, Freeport-McMoRan Inc. and Freeport-
McMoRan Oil & Gas LLC are named specifically for their related activities and disclosures. References to "FCX" refer to only Freeport-
McMoRan Inc. and not to any of its subsidiaries. References to "FM O&G" refer 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 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 June 13, 2017, 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 information contained elsewhere in this prospectus or incorporated by reference herein. Because this is only a
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summary, it does not contain all of the information that may be important to you. For a more complete understanding of the exchange offer,
we encourage you to read this entire prospectus and the documents incorporated by reference herein. You should read the following summary
together with the more detailed information and consolidated financial statements and the notes to those statements incorporated by reference
into this prospectus. Unless otherwise indicated, financial information included or incorporated by reference in this prospectus is presented
on a historical basis.
Our Company
FCX is a leading international mining company with headquarters in Phoenix, Arizona. FCX operates large, long-lived, geographically
diverse assets with significant proven and probable reserves of copper, gold and molybdenum. 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; and significant mining operations in the Americas, including the large-scale Morenci minerals district in North America and the
Cerro Verde operation in South America.
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.
Ratio of Earnings to Fixed Charges
The following table sets forth our ratio of earnings to fixed charges for the periods indicated.

For the three
For the years ended December 31,

months ended

March 31, 2017 2016
2015
2014
2013
2012
Ratio of earnings to fixed charges a

3.2x -- b -- c -- d 6.8x 18.3x

a.
For purposes of computing the consolidated ratio of earning to fixed charges, earnings consist of income (loss) before income taxes and
equity in affiliated companies' net earnings (losses). Noncontrolling interests were not deducted from earnings as all such subsidiaries
had fixed charges. Fixed charges consist of interest (including capitalized interest) of all indebtedness; amortization of debt discounts,
premiums and expenses; the portion of rental expense that FCX believes to be representative of interest; and preferred stock dividends of
a consolidated subsidiary. The ratio of earnings to combined fixed charges and preferred stock dividends is the same as the ratio of
earnings to fixed charges for the years presented because no shares of preferred stock were outstanding during these years.
b.
As a result of the loss recorded in 2016, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of
$3.5 billion to achieve coverage of 1:1 in 2016.
c.
As a result of the loss recorded in 2015, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of
$14.3 billion to achieve coverage of 1:1 in 2015.
d.
As a result of the loss recorded in 2014, the ratio coverage was less than 1:1. FCX would have needed to generate additional earnings of
$1.0 billion to achieve coverage of 1:1 in 2014.

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THE EXCHANGE OFFER
The following summary contains basic information about the exchange offer and is not intended to be complete. For a more complete
understanding of the exchange offer, please refer to the section entitled "The Exchange Offer" in this prospectus.

The Initial Offering of Old Notes
On November 29, 2016, we commenced offers to eligible holders to exchange any and
all of the outstanding 6.125% Senior Notes due 2019, 6 1/2 % Senior Notes due 2020,
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6.625% Senior Notes due 2021, 6.75% Senior Notes due 2022 and 6 7/8 % Senior Notes
due 2023 issued by FM O&G, FCX Oil & Gas LLC ("FCX Oil") and FMSTP Inc., as
co-issuers, and guaranteed by FCX (collectively, the "FM O&G notes"), for (1) 6.125%
Senior Notes due 2019 (the "old 2019 notes"), 6.50% Senior Notes due 2020 (the "old
2020 notes"), 6.625% Senior Notes due 2021 (the "old 2021 notes"), 6.75% Senior
Notes due 2022 (the "old 2022 notes") and 6.875% Senior Notes due 2023 (the "old
2023 notes" and, collectively with the old 2019 notes, the old 2020 notes, the old 2021
notes and the old 2022 notes, the "old notes") to be issued by FCX and guaranteed by
FM O&G and (2) cash.

The exchange offers expired at 11:59 p.m., New York City time, on December 27,
2016, pursuant to which FCX issued $179,127,000 in aggregate principal amount of old
2019 notes, $552,107,000 in aggregate principal amount of old 2020 notes,

$228,133,000 in aggregate principal amount of old 2021 notes, $403,707,000 in
aggregate principal amount of old 2022 notes and $728,030,000 in aggregate principal
amount of old 2023 notes.

J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
acted as dealer managers and solicitation agents for the exchange offers. We collectively
refer to those parties in this prospectus as the "dealer managers." The old notes were not

registered under the Securities Act, or the securities laws of any other jurisdiction. The
old notes were offered only to (1) "qualified institutional buyers" as defined in Rule
144A under the Securities Act and (2) outside the United States to non-U.S. persons in
compliance with Regulation S under the Securities Act.

Notes Offered
$179,127,000 in aggregate principal amount of 6.125% Senior Notes due 2019 (the
"new 2019 notes") and related guarantee.

$552,107,000 in aggregate principal amount of 6.50% Senior Notes due 2020 (the "new

2020 notes") and related guarantee.

$228,133,000 in aggregate principal amount of 6.625% Senior Notes due 2021 (the

"new 2021 notes") and related guarantee.

$403,707,000 in aggregate principal amount of 6.75% Senior Notes due 2022 (the "new

2022 notes") and related guarantee.

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$728,030,000 in aggregate principal amount of 6.875% Senior Notes due 2023 (the

"new 2023 notes" and, collectively with the new 2019 notes, the new 2020 notes , the
new 2021 notes and the new 2022 notes, the "new notes") and related guarantee.

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 dealer managers 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.

Use of Proceeds
FCX will not receive any cash proceeds from the issuance of the new notes.

Tenders, Expiration Date, Withdrawal
The exchange offer will expire at 5:00 p.m., New York City time, on June 20, 2017,
unless the exchange offer is extended. If you decide to exchange your old notes for new
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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
June 20, 2017. If we decide for any reason not to accept any old notes for exchange,
your old notes will be returned to you without expense promptly after the exchange
offer expires.

Procedures for Tendering
To tender effectively old notes that are held of record by a custodian bank, depository,
broker, trust company or other nominee, you must instruct such holder to tender the old
notes on your behalf. A letter of instructions from the record owner to you may be
included in the materials provided along with this prospectus which may be used by you
to instruct the registered holder of your old notes to effect the tender.

To tender effectively old notes that are held through DTC, you should transmit your
acceptance through the DTC Automated Tender Offer Program System ("ATOP") and
DTC will then edit and verify the acceptance and send an agent's message to the

exchange agent for its acceptance. By using the ATOP procedures to exchange old
notes, you will not be required to deliver a letter of transmittal to the exchange agent.
However, you will be bound by its terms just as if you had signed it. See "The Exchange
Offer--Procedures for Tendering Old Notes."

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.

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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.
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.
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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. For a more complete
description of the notes and guarantees, see "Description of the 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 "2019 notes" below refer to the old 2019 notes and the new 2019 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 "2021 notes" below refer to the old 2021 notes and the new 2021
notes, collectively; all references to the "2022 notes" below refer to the old 2022 notes and the new 2022 notes, collectively; and all
references to the "2023 notes" below refer to the old 2023 notes and the new 2023 notes, collectively.

Issuer
Freeport-McMoRan Inc., a Delaware corporation.

Notes Offered
Up to $179,127,000 in aggregate principal amount of new 2019 notes and related
guarantee.

Up to $552,107,000 in aggregate principal amount of new 2020 notes and related

guarantee.

Up to $228,133,000 in aggregate principal amount of new 2021 notes and related

guarantee.

Up to $403,707,000 in aggregate principal amount of new 2022 notes and related

guarantee.

Up to $728,030,000 in aggregate principal amount of new 2023 notes and related

guarantee.

Maturity Dates
The 2019 notes will mature on June 15, 2019.

The 2020 notes will mature on November 15, 2020.

The 2021 notes will mature on May 1, 2021.

The 2022 notes will mature on February 1, 2022.

The 2023 notes will mature on February 15, 2023.

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Interest
6.125% per annum on the 2019 notes.

6.50% per annum on the 2020 notes.

6.625% per annum on the 2021 notes.

6.75% per annum on the 2022 notes.

6.875% per annum on the 2023 notes.

Interest Payment Dates
Interest is payable on the new 2019 notes on June 15 and December 15 of each year,
commencing December 15, 2017.

Interest is payable on the new 2020 notes on May 15 and November 15 of each year,

commencing November 15, 2017.

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Interest is payable on the new 2021 notes on May 1 and November 1 of each year,

commencing November 1, 2017.

Interest is payable on the new 2022 notes on February 1 and August 1 of each year,

commencing August 1, 2017.

Interest is payable on the new 2023 notes on February 15 and August 15 of each year,

commencing August 15, 2017.

Optional Redemption
We may, at our option, redeem all or part of the new 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 February 1, 2018 in the case of the new 2022 notes and February 15, 2020
in the case of the new 2023 notes. The new 2019 notes, the new 2020 notes and the new
2021 notes are not subject to redemption at a make-whole price.

We may redeem the new notes 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."

Change of Control
If we experience a change of control triggering event (as defined in the indenture
governing the new notes), unless we have already exercised our option to redeem the
new notes of the applicable series, holders of the new notes will have the right to require
us to purchase the new 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."

Guarantee
FM O&G entered into an indenture with FCX and U.S. Bank National Association, as
trustee, dated as of December 13, 2016, 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;

· 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
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· 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 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

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unconditionally guarantee our obligations under the notes and the indenture. See

"Description of the Notes--Additional Guarantors."

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

As of March 31, 2017, FCX and its consolidated subsidiaries together had outstanding
indebtedness of approximately $11.6 billion that ranked equally with the notes, FCX
had no material secured indebtedness outstanding (excluding secured indebtedness of

FCX's subsidiaries), FCX's subsidiaries other than FM O&G had approximately
$26.8 billion of outstanding indebtedness and other liabilities to which the notes are
structurally subordinated and FM O&G had $0.3 billion of outstanding indebtedness that
ranked equally with the notes and no secured indebtedness outstanding.

Certain Covenants
The indenture governing the new 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.

No Prior Market
The new notes will be a new class of securities for which there is currently no market.
FCX does not intend to apply for the new notes to be listed on any securities exchange
or to arrange for the new notes to be quoted on any automated interdealer quotation
system. Accordingly, FCX cannot assure you that a liquid market for the new notes will
develop or be maintained.

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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Table of Contents
RISK FACTORS
You should carefully consider all of the information in this prospectus and each of the risks described below. In addition, you should carefully
consider, among other things, the matters discussed under "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31,
2016, as updated by our subsequent filings with the SEC, which are incorporated by reference into this prospectus. Some of the risks relate to not
tendering in the exchange offer, tendering in the exchange offer or to the new notes, and others relate to our business. Any of the risks discussed
could materially and adversely affect our business, financial condition and results of operations and the actual outcome of matters as to which
forward-looking statements are made in this prospectus. While we believe we have identified and discussed below and in the documents
incorporated by reference herein the material risks relating to the exchange offer, the new notes and affecting our business, there may be
additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that may adversely affect our
business, financial condition and results of operations in the future. See the section entitled, "Cautionary Statement."
Risks Related to the Exchange Offer
There are no public markets for the new notes, and we cannot assure you that markets for the new notes will develop.
The new notes will be registered under the Securities Act, but we do not intend to apply for a listing of the new notes of any series on any
securities exchange or a quotation of the new notes on any automated interdealer quotation system. The new notes of each series will be a new
class of securities for which there is no established public trading market, and no assurance can be given as to:

· the liquidity of any such market that may develop;

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

· the prices at which the holders would be able to sell their new notes.
If such markets were to develop, the new notes might trade at higher or lower prices than their principal amounts or purchase prices, depending on
many factors, including:

· prevailing interest rates and the markets for similar securities;

· general economic conditions; and

· our financial condition, historic financial performance and future prospects.
Any market-making activity with respect to the new notes may be discontinued at any time without notice. In addition, any market-making activity
would 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.
You are responsible for complying with the procedures of the exchange offer, and 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

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exchange offer only after a timely tender of old notes as described in the section entitled "The Exchange Offer." 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. Holders of old notes who wish to tender their old
notes should allow sufficient time for timely completion of the procedures for tendering old notes. 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 extend the
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exchange offer or give notification of defects or irregularities with respect to the tenders of old notes for exchange.
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 limited circumstances under the securities laws. If you do not
exchange your old notes, you will, subject to limited exceptions, lose your right to have such old notes registered under the federal securities laws.
As a result, if you hold old notes after the exchange offer, you may not be able to sell your old notes.
The reoffering and resale of the old notes is subject to significant legal restrictions.
The old notes have not been registered under the Securities Act or any other securities laws. As a result, holders of old notes may reoffer or resell
old notes only if:

· there is an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws that applies

to the circumstances of the offer and sale; or

· we file a registration statement and it becomes effective.
We may repurchase any old notes that are not tendered in the exchange offer on terms that are more or less favorable to the holders of the old
notes than the terms of the exchange offer.
Although we do not currently intend to do so, we or our affiliates may, to the extent permitted by applicable law, after the expiration date of the
exchange offer, acquire old notes that are not tendered and accepted in the exchange offer through open market purchases, privately negotiated
transactions, tender offers, exchange offers, redemption or otherwise, upon such terms and at such prices as we may determine, which with respect
to the old notes may be more or less favorable to holders than the terms of the exchange offer. There can be no assurance as to which, if any, of
these alternatives or combinations thereof we or our affiliates may choose to pursue in the future.
Risks Related to the New Notes
The new notes are subject to prior claims of our secured creditors and the creditors of our subsidiaries that do not guarantee the new notes, and
if a default occurs we may not have sufficient funds to fulfill our obligations under the new notes.
The new notes are our unsecured general obligations, ranking equally with our other senior unsecured indebtedness and liabilities but effectively
subordinated to any secured indebtedness that we may have or incur in the future to the extent of the value of the assets securing such indebtedness
and structurally subordinated to the debt and other liabilities of our subsidiaries that do not guarantee the new notes. For example, certain of our
subsidiaries may be required or otherwise designated to guarantee our revolving credit facility pursuant to the terms thereof but may not be
required to guarantee the new notes pursuant to the indenture governing the new notes. In such circumstance, the new notes would be structurally
subordinated with respect to the debt and other liabilities of such subsidiaries that do not guarantee the new notes but guarantee our revolving credit
facility.
FM O&G's guarantee of the new notes is FM O&G's unsecured general obligation, ranking equally with FM O&G's other senior unsecured
indebtedness and liabilities but effectively subordinated to any secured indebtedness that FM O&G may have or incur in the future to the extent of
the value of the assets securing such indebtedness and structurally subordinated to the debt and other liabilities of FM O&G's subsidiaries that do
not

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guarantee the new notes. The indenture governing the new notes permits us and our subsidiaries to incur secured debt under specified
circumstances. If we incur any secured debt, our assets and the assets of our subsidiaries securing such debt will be subject to prior claims by our
secured creditors. In the event of our bankruptcy, liquidation, reorganization or other winding up, assets that secure debt will be available to pay
obligations on the new notes only after all debt secured by those assets has been repaid in full. Holders of the new notes will participate in our
remaining assets ratably with all of our unsecured and unsubordinated creditors, including our trade creditors.
If we incur any additional obligations that rank equally with the new notes, including trade payables, the holders of those obligations will be
entitled to share ratably with the holders of the new notes in any proceeds distributed upon our 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 new notes then outstanding would remain unpaid.
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