Reworded10-Q 2026-11-06 vs 10-K 2026-02-13
As previously reported, we voluntarily notified the SEC and DOJ that we engaged outside counsel to conduct the investigation of PT Smelting’s activities. U.S.
FCXFreeport-McMoRan
- Employees
- 29,000
- Headquarters
- Phoenix, AZ
- CEO
- Kathleen L. Quirk
- Next results
- around Jan 21, 2027
20 paragraphs in Risk Factors of the 10-K filed Feb 13, 2026 with nothing like them in the 10-K filed Feb 14, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 23 Materials companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
This report contains forward-looking statements in which we discuss our potential future performance, operations and projects. Forward-looking statements are all statements other than statements of historical facts, such as plans, projections or expectations relating to business outlook, strategy, goals or targets; repair and remediation efforts, and phased restart and ramp-up of production and downstream processing following the September 2025 mud rush incident at PT Freeport Indonesia’s (PTFI) Grasberg Block Cave underground mine and the anticipated impact on
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•Failure to achieve remediation activities, and the phased restart and ramp-up of the Grasberg Block Cave underground mine;
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tensions or conflicts (including trade policies such as tariffs and other controls on exports and imports), and foreign currency exchange rate fluctuations.
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The provisions of the U.S. Inflation Reduction Act of 2022 (the Act), which became applicable to us on January 1, 2023, include, among other provisions, a new Corporate Alternative Minimum Tax (CAMT) of 15% on the adjusted
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Additionally, on July 4, 2025, the President signed into law H.R.1 (also referred to as the One Big Beautiful Bill Act), which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain provisions of the Tax Cuts & Jobs Act of 2017. H.R.1 did not have a material impact on our consolidated financial results for the year 2025. The aggregate impact of H.R.1, including how it will be interpreted and applied to us, remains uncertain.
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With the completion of its downstream processing facilities, PTFI is a fully integrated producer of refined copper and gold. Following the September 2025 mud rush incident, smelting operations in Indonesia at both PTFI’s smelter and PT Smelting were temporarily suspended during fourth-quarter 2025 as a result of limited copper concentrate availability. PT Smelting restarted operations in late December 2025 and is expected to operate at reduced rates pending the anticipated second-quarter 2026 restart of mining at the Grasberg Block Cave underground mine. Shipments to PTFI’s smelter are expected to recommence in the second half of 2026, pending the successful ramp up of mining operations. We expect higher variability between PTFI’s production and sales until its downstream processing facilities achieve normalized operating rates.
Following the expiration of its export license on September 16, 2025, PTFI expects all of its concentrate to be processed by its downstream processing facilities and does not have export licenses for copper concentrate or anode slimes. As such, if the downstream processing facilities are not operational when copper concentrate is available, PTFI could be required to reduce production levels or be subject to increased costs, which could adversely impact our revenues and operations.
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With the completion of PTFI’s downstream processing facilities during 2025, FCX and PTFI have advanced discussions with the Indonesia government for a long-term extension of PTFI’s operating rights beyond the current expiration in 2041. PTFI is preparing its application for a long-term extension expected to cover the life of the resource, which is expected to be submitted during 2026. In connection with the extension, PTFI would pursue additional exploration, conduct studies for future additional development and expand its social programs. FCX expects to maintain its ownership interest in PTFI of approximately 49% through 2041 and hold approximately 37% beginning in 2042, following the transfer of an additional interest in PTFI to an Indonesia state-owned enterprise. FCX expects the existing governance agreements would continue over the life of the resource. We cannot guarantee that PTFI will receive an extension of mining rights beyond 2041 or that such extension will be on the terms expected.
The mud removal and other remediation activities, and the phased restart and ramp-up of the Grasberg Block Cave underground mine following the September 2025 mud rush incident may not be achieved as planned which could adversely impact our results of operations and financial condition.
On September 8, 2025, PTFI experienced an unprecedented mud rush incident, during which approximately 800,000 metric tons of wet material entered the Grasberg Block Cave underground mine from the former Grasberg open pit and traveled rapidly to multiple levels of the mine, including a service level where seven team members were later found deceased.
Mining operations were temporarily suspended to prioritize the recovery of the seven team members fatally injured during the incident and to conduct investigations. Following the September 2025 mud rush incident, PTFI has been engaged in activities to address the incident and advance preparation for a safe and sustainable restart of operations. In late October 2025, PTFI restarted operations at the unaffected Deep Mill Level Zone (DMLZ) and Big Gossan underground mines. Investigations and remedial plans were completed in fourth-quarter 2025 and a phased restart and ramp-up of the Grasberg Block Cave underground mine is anticipated to begin in second-quarter 2026. The incident impacted our results for the second half of 2025, and we expect the incident to have a significant impact on our 2026 operating and financial results.
We plan to implement enhanced operating procedures to address the conditions that led to the incident and use information from this unprecedented incident to further enhance risk management processes, including ongoing management and stabilization of conditions in the open pit. Material changes to our operating plans could affect our mineral reserves. In addition, there can be no assurance that other unforeseeable incidents will not occur in the future.
Mud removal is in process and other steps necessary for restart and ramp-up of operations, including implementation of enhanced operating procedures to address the conditions that led to the incident, development of updated cave management plans and draw protocols, and design, construction, repair and replacement of damaged infrastructure and equipment, are expected to begin in the near term. The timing of the phased restart and ramp-up of certain areas of the Grasberg Block Cave underground mine could be impacted by any delay in the removal and remediation activities. Further, new or additional operational challenges could arise as we progress mud removal and other remediation activities and the phased restart and ramp-up of the Grasberg Block Cave underground mine.
Refer to MD&A and Note 10 for discussion of asset impairment charges recorded as a result of damage assessments and evaluation of the affected infrastructure. We do not believe there has been a broader impairment of PTFI’s long-lived mining assets based on PTFI’s reserve life, favorable market outlook for metal prices and the expected resumption of operations at the Grasberg Block Cave underground mine; however, changes to our estimates of recoverable proven and probable mineral reserves or declines in the prices of commodities PTFI sells could have an impact on the future recoverability assessments of PTFI’s long-lived mining assets.
PTFI has recorded charges and expects to incur additional costs related to the incident in the future. Any future costs, liabilities, fines, penalties and financial impacts resulting from the incident and any related investigations or claims may exceed our current expectations and any insurance recoveries. PTFI has submitted a claim to seek recovery of damages under its property and business interruption insurance policies. PTFI’s ability to recover damages under its insurance coverage with respect to the incident is subject to certain conditions, and the scope of insured losses and timing of recovery is undetermined. In addition, there can be no assurance that such insurance will continue to be available at economically feasible premiums for certain related risks. To the extent insurance proceeds are delayed or disputed, we may be required to fund repairs and related costs from available cash flows or borrowings. Further, government agencies may impose changes to applicable laws, regulations or environmental requirements or new standards as a result of the incident. In addition, we may experience adverse indirect effects on our business, including negative publicity, damage to our reputation, increased scrutiny by regulators and investors, and reduced confidence from our workforce, local communities, customers and other stakeholders.
As a result of the incident and impact on operations, PTFI notified certain commercial counterparties of a force majeure under its contracts, which may negatively impact PTFI’s relationships with such counterparties. Although the declaration of force majeure for certain PTFI contracts has not materially impacted PTFI’s contractual obligations to date, such obligations could be negatively impacted by the incident or any similar future incidents.
Any of the above could adversely affect our cash flows, access to capital, development projects, capital expenditures, results of operations and financial condition.
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environment remains polarized following the national legislative elections, including the presidential election, held in Chile during 2025.
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2 more
and other transportation equipment; purchased electricity, which powers core facilities and certain on-site metal processing operations; and coal and natural gas, which provide electricity at certain operations.
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affect the availability of water needed for our operations, leading to increased operating costs, or in extreme cases, disruptions to our mining operations. For further discussion regarding risks relating to availability of water and operational risks inherent in mining, see related risk factors above.
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New in the latest 10-Q
22 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
In third-quarter 2026, PTFI received confirmation of income tax benefits associated with its smelter development, including benefits attributable to a six-year incentive period from 2025 through 2030. The foreign income tax provision for the first nine months of 2026 includes tax benefits recognized by PTFI associated with the year 2025 and first nine months of 2026.
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Oil and Gas Properties. In third-quarter 2026, Freeport-McMoRan Oil & Gas LLC, FCX’s 100 %-owned subsidiary that holds its legacy oil and gas properties, recorded net ARO additions totaling $ 24 million, primarily reflecting revised assumptions resulting from changes in contractual terms for weather-related delays in the Gulf of Mexico (also known as the Gulf of America).
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In second-quarter 2026, the Indonesia government amended its export proceeds regulation to provide qualifying companies certain elections. PTFI has elected to remain under its existing framework, which does not impose
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additional restrictions on the use of cash beyond the existing 50% cap on conversion of export proceeds to Indonesia rupiah, a limitation that is not expected to impact PTFI’s ability to meet its funding needs.
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A third-party contractor received a notification of audit findings from the Indonesia tax authorities relating to value added taxes on certain imported goods associated with the construction of PTFI’s smelter. The contractor plans to object to any resulting assessments received, and PTFI is providing assistance to the contractor in supporting its position. PTFI would not be a party to any assessments and has not assumed responsibility for any resulting liability. However, the contractor has asserted that it may have contractual rights to seek recovery from PTFI of any amounts ultimately payable. Accordingly, it is reasonably possible that PTFI may incur costs depending on the ultimate resolution of the matter and any related contractual claims. PTFI is currently unable to reasonably estimate the possible exposure because of uncertainties regarding the ultimate resolution of the matter.
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d.Includes DD&A of $ 152 million related to other operating segments and $ 1 million related to corporate assets.
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d.Includes DD&A of $ 132 million related to other operating segments and $ 1 million related to corporate assets.
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d.Includes DD&A of $ 458 million related to other operating segments and $ 1 million related to corporate assets.
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d.Includes DD&A of $ 394 million related to other operating segments and $ 1 million related to corporate assets.
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We are also advancing high-value organic growth opportunities. In November 2026, our Board of Directors (Board) approved a $4.5 billion expansion and modernization program at our Bagdad copper and molybdenum operation in northwest Arizona that would more than double Bagdad’s mining and milling rates. In Chile, we are advancing the permitting process for a significant expansion at our El Abra mine.
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Projected consolidated sales volumes for fourth-quarter 2026 are expected to approximate 875 million pounds of copper, 300 thousand ounces of gold and 22 million pounds of molybdenum. With the projected significant increase in gold sales in fourth-quarter 2026, PTFI may sell gold in the export market to the extent not required by the domestic market. PTFI is seeking clarity from the Indonesia government on administrative procedures for PTFI’s refined gold exports since current regulations (specifying a 10% export duty) conflict with the terms in PTFI’s special mining business license (IUPK) (which do not require the payment of duties on refined gold exports).
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Copper continues to trade at historically elevated levels, supported by tight market fundamentals, regional inventory dislocations, supply disruptions and strong long-term demand expectations. Trade policy uncertainty and refined copper tariff policy and expectations have changed physical trade flows, concentrating inventories in the U.S. while reducing copper availability in Asia and Europe.
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d.In third-quarter 2026, PTFI received confirmation of income tax benefits associated with its smelter development, which include benefits attributable to a six-year incentive period from 2025 through 2030. In third-quarter 2026, PTFI recognized tax benefits associated with the year 2025 and first nine months of 2026.
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The third quarter and first nine months of 2025 also include $39 million of tolling fees that were recognized as idle facility costs associated with PT Smelting’s planned maintenance turnaround.
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d.Includes income tax benefits associated with PTFI’s smelter development. Refer to Note 3 and “Consolidated Results - Income Taxes” for further discussion.
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In November 2026, our Board approved an expansion and modernization program at our Bagdad copper and molybdenum operation in northwest Arizona. Future incremental capital costs for a new concentrator, mining equipment and expanded infrastructure are expected to approximate $4.5 billion. This project is expected to more than double Bagdad’s mining and milling rates and includes new concentrator facilities and supporting infrastructure.
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When it reaches full operating rates, the project is expected to increase Bagdad’s annual copper production to over 400 million pounds of copper (an increase of approximately 225 million pounds per year) and annual molybdenum production to over 20 million pounds (an increase of approximately 12 million pounds per year). We expect the expansion, along with Bagdad’s fully autonomous haulage fleet and other modern technologies, to improve Bagdad’s long-term cost position and performance. The expansion would position Bagdad as the second-largest copper mine in the U.S., behind our Morenci operation, a top producer of molybdenum in the U.S. and one of the lowest-cost operations in our U.S. portfolio.
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We are advancing engineering, procurement planning and early works for the project and construction is expected to take approximately 3.5 years, with initial production targeted for mid-2030. Based on current estimates, we expect to incur approximately 20% of project costs in 2027, 30% to 35% in 2028 and the balance in 2029 and 2030. We will incorporate the project’s planned capital expenditures into our outlook as a discretionary growth project under our financial policy. The capital cost estimates are based on current market conditions. Ongoing inflationary pressures, cost escalation and other factors could cause actual costs and timing to differ from these estimates.
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Our U.S. copper mines faced challenging operating conditions in third-quarter 2026 associated with an increased frequency of extreme weather conditions, which adversely affected operating rates and productivity.
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In third-quarter 2026, mill throughput averaged 141 thousand metric tons of ore per day (approximately 67% of capacity), including 70 thousand metric tons of ore per day from the Grasberg Block Cave underground mine. PTFI continues to expect to reach 80% of capacity in mid-2027 and approach full capacity by year-end 2027.
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PTFI has combined smelting capacity, including PT Smelting, to produce up to approximately 800,000 metric tons of copper cathode annually, and the PMR is capable of processing all of PTFI’s gold production.
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In Indonesia, abnormally dry weather conditions have been generally favorable for mining but present various challenges in the milling process. Water availability for the operations and site infrastructure is being actively managed with limited impacts to production to date. Extended periods without precipitation may impact future mill rates and mitigation efforts will continue to be implemented during this period.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Feb 13, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes to our risk factors previously disclosed in Part I, Item 1A. “Risk Factors” of our 2025 Form 10-K, except for the following update to the risk factor captioned “Our operations are subject to evolving geopolitical, economic, regulatory and social risks,” which supplements the corresponding risk factor in our 2025 Form 10-K and should be read in conjunction with the full text of that risk factor and the other risk factors set forth in our 2025 Form 10-K.
Reworded10-Q 2026-11-06 vs 10-K 2026-02-13
Reworded10-Q 2026-11-06 vs 10-K 2026-02-13
PT Smelting is an Indonesian Indonesia joint venture between PTFI and Mitsubishi Materials Corporation (MMC), and an affiliate of MMC serves as operator of PT Smelting (see Note 2). Smelting.
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