Financial Policy. FCX’s financial policy, which was adopted by its Board of Directors (Board) in 2021, includes a base dividend and a performance-based payout framework, whereby up to 50% of available cash flows generated after planned capital spending and distributions to noncontrolling interests is allocated to shareholder returns and the balance to debt reduction and investments in value enhancing growth projects, subject to FCX maintaining its net debt at a level not to exceed the net debt target of $3.0 billion to $4.0 billion (excluding net project debt for PT-FI’s new downstream processing facilities). The Board reviews the structure of the performance-based payout framework at least annually.

Under its $5.0 billion share repurchase program, FCX has acquired a total of 49.0 million shares of common stock for a cost of $1.9 billion ($38.64 average cost per share), including 1.2 million shares of its common stock for a total cost of $59 million in 2024 and 35.1 million shares of its common stock for a total cost of $1.3 billion in 2022 (no purchases were made in 2023). As of February 14, 2025, FCX has $3.1 billion available for repurchases under the program.

On December 18, 2024, FCX declared quarterly cash dividends totaling $0.15 per share on its common stock (including a $0.075 per share base dividend and $0.075 per share variable dividend), which were paid on February 3, 2025, to common stockholders of record as of January 15, 2025.

The declaration and payment of dividends (base or variable) and timing and amount of any share repurchases are at the discretion of FCX’s Board and management, respectively, and are subject to a number of factors, including not exceeding FCX’s net debt target, capital availability, FCX’s financial results, cash requirements, global economic conditions, changes in laws, contractual restrictions and other factors deemed relevant by FCX’s Board or management, as applicable. FCX’s share repurchase program may be modified, increased, suspended or terminated at any time at the Board’s discretion.

Accumulated Other Comprehensive Loss. A summary of changes in the balances of each component of accumulated other comprehensive loss, net of tax, follows:


	Defined Benefit Plans		Translation Adjustment		Total
Balance at January 1, 2022	$	(398)	$	10	$	(388)

Amounts arising during the perioda,b	61		—		61
Amounts reclassifiedc	7		—		7

Balance at December 31, 2022	(330)		10		(320)

Amounts arising during the perioda,b	41		—		41
Amounts reclassifiedc	5		—		5

Balance at December 31, 2023	(284)		10		(274)

Amounts arising during the perioda,b	(44)		—		(44)
Amounts reclassifiedc	4		—		4

Balance at December 31, 2024	$	(324)	$	10	$	(314)

Stock Award Plans. FCX currently has awards outstanding under various stock-based compensation plans. The stockholder-approved 2016 Stock Incentive Plan (the 2016 Plan) provides for the issuance of stock options, stock appreciation rights, restricted stock, RSUs, PSUs and other stock-based awards for up to 72 million common shares. As of December 31, 2024, 15.0 million shares were available for grant under the 2016 Plan, and no shares were available under other plans.


	2024		2023		2022
Selling, general and administrative expenses	$	65	$	64	$	57
Production and delivery	44		45		38

Total stock-based compensation	109		109		95

Tax benefit and noncontrolling interests’ sharea	(4)		(5)		(4)
Impact on net income	$	105	$	104	$	91

Stock Options. Stock options granted under the plans generally expire 10 years after the date of grant and vest in one-third annual increments beginning one year from the date of grant. The award agreements provide that participants will receive the following year’s vesting upon retirement. Therefore, on the date of grant, FCX accelerates one year of amortization for retirement-eligible employees. The award agreements also provide for accelerated vesting upon certain qualifying terminations of employment within one year following a change of control. FCX has not granted stock options since 2021.


	Number of Options	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Balance at January 1	8,749,933	$	15.63

Exercised	(3,140,886)	18.13

Balance at December 31	5,609,047	14.22		4.1	$	134

Vested and exercisable at December 31	5,609,047	14.22		4.1	$	134

The total intrinsic value of options exercised was $95 million during 2024, $52 million during 2023 and $148 million during 2022. The total fair value of options vested was less than $1 million during 2024, $3 million during 2023 and $23 million during 2022.

Stock-Settled PSUs and RSUs. Since 2014, FCX’s executive officers received annual grants of PSUs that vest after a three-year performance period. The total grant date target shares related to the PSU grants were 0.4 million for each of 2024, 2023 and 2022, of which the executive officers will earn (i) between 0% and 200% of the target shares based on achievement of financial metrics and (ii) may be increased or decreased up to 25% of the target shares based on FCX’s total shareholder return compared to the total shareholder return of a peer group. PSU awards for FCX’s executive officers who are retirement-eligible are non-forfeitable. As such, FCX charges the estimated fair value of the non-forfeitable PSU awards to expense at the time the financial and operational metrics are established, which is typically grant date. The fair value of PSU awards for FCX’s executive officers who are not retirement-eligible are charged to expense over the performance period.

FCX grants RSUs that vest over a period of three years or at the end of three years to certain employees. Some award agreements allow for participants to receive the following year’s vesting upon retirement. Therefore, on the date of grant of these RSU awards, FCX accelerates one year of amortization for retirement-eligible employees. FCX also grants RSUs to its directors, which vest on the first anniversary of the date of grant. The fair value of the RSUs is amortized over the vesting period or the period until the director becomes retirement eligible, whichever is shorter. Upon a director’s retirement, all of their unvested RSUs immediately vest. For retirement-eligible directors, the fair value of RSUs is recognized in earnings on the date of grant.

The award agreements provide for accelerated vesting of all RSUs held by directors if there is a change of control (as defined in the award agreements) and for accelerated vesting of all RSUs held by employees if they experience a qualifying termination within one year following a change of control. Dividends attributable to RSUs and PSUs accrue and are paid if the awards vest. A summary of outstanding stock-settled RSUs and PSUs as of December 31, 2024, and activity during the year ended December 31, 2024, follows:


	Number of Awards	Weighted-Average Grant-Date Fair Value Per Award		Aggregate Intrinsic Value
Balance at January 1	5,699,575	$	37.23
Granted	2,262,830	39.46
Vested	(2,224,239)	34.37
Forfeited	(15,082)	41.00
Balance at December 31	5,723,084	39.21		$	218

The total fair value of stock-settled RSUs and PSUs granted was $92 million during 2024, $93 million during 2023 and $83 million during 2022. The total intrinsic value of stock-settled RSUs and PSUs vested was $84 million during 2024, $136 million during 2023 and $138 million during 2022. As of December 31, 2024, FCX had $27 million of total unrecognized compensation cost related to unvested stock-settled RSUs and PSUs expected to be recognized over approximately 1.1 years.

Cash-Settled RSUs. Cash-settled RSUs are similar to stock-settled RSUs but are settled in cash rather than in shares of common stock. These cash-settled RSUs generally vest over three years of service. Some award agreements allow for participants to receive the following year’s vesting upon retirement. Therefore, on the date of grant of these cash-settled RSU awards, FCX accelerates one year of amortization for retirement-eligible employees. The cash-settled RSUs are classified as liability awards, and the fair value of these awards is remeasured each reporting period until the vesting dates. The award agreements for cash-settled RSUs provide for accelerated vesting upon certain qualifying terminations of employment within one year following a change of control.

Dividends attributable to cash-settled RSUs accrue and are paid if the awards vest. A summary of outstanding cash-settled RSUs as of December 31, 2024, and activity during the year ended December 31, 2024, follows:


	Number of Awards	Weighted-Average Grant-Date Fair Value Per Award		Aggregate Intrinsic Value
Balance at January 1	858,741	$	40.23
Granted	626,050	39.58
Vested	(398,727)	38.19
Forfeited	(22,578)	40.72
Balance at December 31	1,063,486	40.60		$	40

The total grant-date fair value of cash-settled RSUs was $25 million during 2024, $24 million during 2023 and $15 million during 2022. The intrinsic value of cash-settled RSUs vested was $15 million during 2024, $20 million during 2023 and $26 million during 2022. The accrued liability associated with cash-settled RSUs consisted of a current portion of $22 million (included in accounts payable and accrued liabilities) and a long-term portion of $8 million (included in other liabilities) at December 31, 2024, and a current portion of $19 million and a long-term portion of $7 million at December 31, 2023.


	2024		2023		2022
FCX shares tendered or withheld to pay the exercise
price and/or the statutory withholding taxesa	1,505,675		1,633,519		1,511,072
Cash received from stock option exercises	$	29	$	47	$	125
Actual tax benefit realized for tax deductions	$	5	$	4	$	13
Amounts FCX paid for employee taxes	$	35	$	50	$	55

a.Under terms of the related plans, upon exercise of stock options, vesting of stock-settled RSUs and payout of PSUs, employees may tender or have withheld FCX shares to pay the exercise price and/or required withholding taxes.