UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005March 31, 2006
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
toTo
Commission File Number: 1-9916
Freeport-McMoRan Copper & Gold Inc.
(Exact name of registrant as specified in its charter)

Delaware
74-2480931
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
incorporation or organization)
  
1615 Poydras Street
 
New Orleans, Louisiana*Louisiana
70112
(Address of principal executive offices)(Zip Code)
 
(504) 582-4000
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. RYes Xÿ No __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, (as definedor a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Securities Exchange Act of 1934). Yes(Check one): Large accelerated filer XRAccelerated filer 
No __ÿNon-accelerated filer

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ÿYes __R No
X

On September 30, 2005,March 31, 2006, there were issued and outstanding 184,044,962188,465,573 shares of the registrant’s Class B Common Stock, par value $0.10 per share.

* In the aftermath of Hurricane Katrina, Freeport-McMoRan Copper & Gold Inc. has temporarily moved its corporate headquarters to 5353 Essen Lane, Suite 350, Baton Rouge, Louisiana 70809, office telephone (225) 765-2200.



FREEPORT-McMoRan COPPER & GOLD INC.

TABLE OF CONTENTS

  
 Page
3
  
 
  
3
  
4
  
5
  
6
  
11
1214
  
Item 2. Management's Discussion and Analysis of Financial Condition
 
1315
  
Item 3. Quantitative and Qualitative Disclosures about Market Risk
37
  
Item 4. Controls and Procedures
3738
  
Part II. Other Information
3738
  
Item 1. Legal Proceedings
3738
Item 1A. Risk Factors
38
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
38
  
Item 6. Exhibits
38
  
3839
  
E-1
  
 
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FREEPORT-McMoRan COPPER & GOLD INC.
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

FREEPORT-McMoRan COPPER & GOLD INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

 September 30,  December 31,  March 31,  December 31, 
 2005  2004  2006  2005 
 (In Thousands)  (In Thousands) 
ASSETS           
Current assets:           
Cash and cash equivalents $392,845 $551,450  $284,070 $763,599 
Restricted cash  500  500 
Accounts receivable 418,689 435,062  616,090  687,969 
Inventories 450,031 466,712  612,522  565,019 
Prepaid expenses and other  13,129  6,223   13,989  5,795 
Total current assets 1,275,194 1,459,947  1,526,671  2,022,382 
Property, plant, equipment and development costs, net 3,120,311 3,199,292  3,095,779  3,088,931 
Deferred mining costs 289,025  220,415  -   285,355 
Other assets 142,097 159,539  114,824  119,999 
Investment in PT Smelting  51,154  47,802   58,918  33,539 
Total assets $4,877,781 $5,086,995  $4,796,192 $5,550,206 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY           
Current liabilities:           
Accounts payable and accrued liabilities $440,229 $386,590  $433,731 $573,560 
Current portion of long-term debt and short-term borrowings 195,581 78,214  90,077  253,350 
Accrued income taxes 160,641 92,346  56,231  327,041 
Rio Tinto share of joint venture cash flows 68,292 60,224  33,015  125,809 
Unearned customer receipts 57,570 33,021  32,746  57,184 
Accrued interest payable  15,635  47,167   12,980  32,034 
Total current liabilities 937,948 697,562  658,780  1,368,978 
Long-term debt, less current portion:           
Senior notes 746,021 911,336  612,900  624,365 
Convertible senior notes 386,565 575,000  312,667  323,667 
Equipment and other loans 57,901 67,624  51,171  54,529 
Atlantic Copper debt 33 4,426   34,455  37 
Redeemable preferred stock - 179,880 
PT Puncakjaya Power bank debt  -  135,426 
Total long-term debt, less current portion 1,190,520 1,873,692  1,011,193  1,002,598 
Accrued postretirement benefits and other liabilities 204,177 200,228  217,228  210,259 
Deferred income taxes 909,141 932,416  831,113  902,386 
Minority interests 187,976 219,448  215,601  222,991 
Stockholders' equity:     
Stockholders’ equity:      
Convertible perpetual preferred stock 1,100,000 1,100,000  1,100,000  1,100,000 
Class B common stock 29,310 28,496  29,898  29,696 
Capital in excess of par value of common stock 2,090,782 1,852,816  2,303,626  2,212,246 
Retained earnings 762,823 604,680  1,035,300   1,086,191 
Accumulated other comprehensive income 7,181 11,342  11,989  10,749 
Common stock held in treasury  (2,542,077)  (2,433,685)  (2,618,536)  (2,595,888)
Total stockholders’ equity  1,448,019  1,163,649   1,862,277  1,842,994 
Total liabilities and stockholders’ equity $4,877,781 $5,086,995  $4,796,192 $5,550,206 

The accompanying notes are an integral part of these financial statements.

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FREEPORT-McMoRan COPPER & GOLD INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

 
Three Months Ended
March 31,
 
 2006 2005 
 (In Thousands, Except Per Share Amounts) 
Revenues$1,086,122 $803,065 
Cost of sales:      
Production and delivery 477,915  365,006 
Depreciation and amortization 43,250  56,926 
Total cost of sales 521,165  421,932 
Exploration expenses 2,576  1,920 
General and administrative expenses 30,631  21,614 
Total costs and expenses 554,372  445,466 
Operating income 531,750  357,599 
Equity in PT Smelting earnings 3,559  2,596 
Interest expense, net (22,671) (37,548)
(Losses) gains on early extinguishment and conversion of debt (1,973) 37 
Other income, net 4,958  7,952 
Income before income taxes and minority interests 515,623  330,636 
Provision for income taxes (221,722) (164,028)
Minority interests in net income of consolidated subsidiaries (27,126) (21,088)
Net income 266,775  145,520 
Preferred dividends (15,125) (15,125)
Net income applicable to common stock$251,650 $130,395 
       
Net income per share of common stock:      
Basic $1.34  $0.73 
Diluted $1.23  $0.70 
       
Average common shares outstanding:      
Basic 187,916  179,320 
Diluted 221,477  200,126 
       
Dividends paid per share of common stock $0.8125  $0.75 
       

The accompanying notes are an integral part of these financial statements.
 
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FREEPORT-McMoRan COPPER & GOLD INC.
CONSOLIDATED STATEMENTS OF OPERATIONSCASH FLOWS (Unaudited)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2005  2004  2005  2004 
  (In Thousands, Except Per Share Amounts) 
Revenues$983,270 $600,556 $2,689,244 $1,447,075 
Cost of sales:            
Production and delivery 434,368  368,016  1,189,960  1,015,307 
Depreciation and amortization 61,646  55,755  172,731  123,755 
Total cost of sales 496,014  423,771  1,362,691  1,139,062 
Exploration expenses 2,159  1,963  6,421  6,977 
General and administrative expenses 25,546  26,186  72,539  64,322 
Total costs and expenses 523,719  451,920  1,441,651  1,210,361 
Operating income 459,551  148,636  1,247,593  236,714 
Equity in PT Smelting earnings (losses) 1,315  2,678  6,473  (228)
Interest expense, net (33,330) (37,848) (106,170) (110,577)
Losses on early extinguishment and            
conversion of debt (38,416) (11) (38,379) (14,011)
Other income, net 3,605  373  19,700  3,547 
Income before income taxes and minority            
interests 392,725  113,828  1,129,217  115,445 
Provision for income taxes (186,712) (71,343) (539,424) (127,894)
Minority interests in net income of            
consolidated subsidiaries (25,083) (10,227) (72,971) (12,914)
Net income (loss) 180,930  32,258  516,822  (25,363)
Preferred dividends (15,125) (15,125) (45,375) (30,366)
Net income (loss) applicable to common stock$165,805 $17,133 $471,447 $(55,729)
             
Net income (loss) per share of common stock:            
Basic $0.93  $0.10  $2.64  $(0.30)
Diluted $0.86  $0.10  $2.48  $(0.30)
Average common shares outstanding:            
Basic 177,895  177,137  178,513  183,426 
Diluted 219,824  179,805  220,285  183,426 
             
Dividends paid per share of common stock $0.75  $0.20  $1.75  $0.60 
  Three Months Ended 
  March 31, 
  2006  2005 
  (In Thousands) 
Cash flow from operating activities:        
Net income $266,775  $145,520 
Adjustments to reconcile net income to net cash (used in) provided by   
operating activities:        
Depreciation and amortization  43,250   56,926 
Minority interests’ share of net income  27,126   21,088 
Stock-based compensation  9,637   940 
Long-term compensation and postretirement benefits  7,416   4,251 
Losses (gains) on early extinguishment and conversion of debt  1,973   (37)
Deferred income taxes  41,886   (12,020)
Equity in PT Smelting earnings  (3,559)  (2,596)
Increase in deferred mining costs  -   (32,219)
(Recognition) elimination of profit on PT Freeport Indonesia sales        
to PT Smelting  (20,828)  2,576 
Provision for inventory obsolescence  1,500   1,500 
Other  2,190   (500)
(Increases) decreases in working capital:        
Accounts receivable  65,150   34,774 
Inventories  (40,318)  18,997 
Prepaid expenses and other  (7,284)  (6,901)
Accounts payable and accrued liabilities  (157,573)  (73,027)
Rio Tinto share of joint venture cash flows  (92,794)  2,493 
Accrued income taxes  (268,300)  473 
Increase in working capital  (501,119)  (23,191)
Net cash (used in) provided by operating activities  (123,753)  162,238 
         
Cash flow from investing activities:        
PT Freeport Indonesia capital expenditures  (48,609)  (23,522)
Atlantic Copper and other capital expenditures  (3,513)  (2,724)
Sale of assets  2,003   - 
Investment in PT Smelting and other  (317)  (85)
Proceeds from insurance settlement  -   2,016 
Net cash used in investing activities  (50,436)  (24,315)
         
Cash flow from financing activities:        
Proceeds from debt  55,509   37,428 
Repayments of debt  (201,016)  (220,245)
Redemption of step-up preferred stock  -   (215)
Cash dividends paid:        
Common stock  (153,155)  (134,740)
Preferred stock  (15,125)  (15,126)
Minority interests  (18,744)  (47,431)
Net proceeds from exercised stock options  11,140   1,511 
Excess tax benefit from exercised stock options  16,057   - 
Other  (6)  (13)
Net cash used in financing activities  (305,340)  (378,831)
Net decrease in cash and cash equivalents  (479,529)  (240,908)
Cash and cash equivalents at beginning of year  763,599   551,450 
Cash and cash equivalents at end of period $284,070  $310,542 

The accompanying notes are an integral part of these financial statements.

 
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FREEPORT-McMoRan COPPER & GOLD INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

  Nine Months Ended 
  September 30, 
  2005  2004 
  (In Thousands) 
Cash flow from operating activities:        
Net income (loss) $516,822  $(25,363)
Adjustments to reconcile net income (loss) to net cash provided by   
(used in) operating activities:        
Depreciation and amortization  172,731   123,755 
Losses on early extinguishment and conversion of debt  38,379   14,011 
Deferred income taxes  (24,085)  76,107 
Equity in PT Smelting (earnings) losses  (6,473)  228 
Minority interests' share of net income  72,971   12,914 
Increase in deferred mining costs  (68,610)  (81,383)
Amortization of deferred financing costs  5,979   6,509 
Currency translation gains  (4,924)  (1,086)
Elimination of profit on PT Freeport Indonesia sales to PT Smelting  3,120   2,473 
Provision for inventory obsolescence  4,500   3,050 
Other  17,888   5,825 
(Increases) decreases in working capital:        
Accounts receivable  5,582   (60,280)
Inventories  7,772   (59,879)
Prepaid expenses and other  (5,696)  (43,299)
Accounts payable and accrued liabilities  56,084   35,394 
Rio Tinto share of joint venture cash flows  8,068   (31,994)
Accrued income taxes  82,919   (39,866)
(Increase) decrease in working capital  154,729   (199,924)
Net cash provided by (used in) operating activities  883,027   (62,884)
Cash flow from investing activities:        
PT Freeport Indonesia capital expenditures  (85,793)  (90,111)
Atlantic Copper and other capital expenditures  (9,814)  (18,295)
Proceeds from insurance settlement  2,016   - 
Investment in PT Smelting and other  -   (1,463)
Sale of restricted investments  -   21,804 
Decrease in Atlantic Copper restricted cash  -   11,000 
Net cash used in investing activities  (93,591)  (77,065)
Cash flow from financing activities:        
Net proceeds from sale of senior notes  -   344,354 
Proceeds from other debt  47,308   80,208 
Repayments of debt  (447,808)  (379,427)
Redemption of preferred stock  (12,716)  (13,664)
Net proceeds from sale of convertible perpetual preferred stock  -   1,067,000 
Purchase of FCX common shares from Rio Tinto  -   (881,868)
Purchases of other FCX common shares  (80,227)  (99,477)
Cash dividends paid:        
Common stock  (312,936)  (109,406)
Preferred stock  (45,376)  (20,345)
Minority interests  (104,773)  (1,172)
Net proceeds from exercised stock options  8,508   5,765 
Bank credit facilities fees and other  (21)  (1,561)
Net cash used in financing activities  (948,041)  (9,593)
Net decrease in cash and cash equivalents  (158,605)  (149,542)
Cash and cash equivalents at beginning of year  551,450   463,652 
Cash and cash equivalents at end of period $392,845  $314,110 

The accompanying notes are an integral part of these financial statements.
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FREEPORT-McMoRan COPPER & GOLD INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   NEW ACCOUNTING STANDARDSBASIS OF PRESENTATION
Deferred Mining Costs. In the mining industry, the costs of removing overburden and waste material to access mineral deposits are referred to as “stripping costs.” Currently,The accompanying unaudited consolidated financial statements should be read in conjunction with Freeport-McMoRan Copper & Gold Inc.’s (FCX) applies the deferred mining cost methodconsolidated financial statements and notes contained in accounting for its post-production stripping costs, which FCX refers to as overburden removal costs. The deferred mining cost method is used by some companies in the metals mining industry; however, industry practice varies. The deferred mining cost method matches the cost of production with the sale of the related metal from the open pit by assigning each metric ton of ore removed an equivalent amount of overburden tonnage, thereby averaging overburden removal costs over the life of the mine. The mining cost capitalized in inventory and the amounts charged to cost of goods sold do not represent the actual costs incurred to mine the ore in any given period. The application of the deferred mining cost method has resulted in an asset on FCX’s balance sheets (“Deferred Mining Costs”) totaling $289.0 million at September 30, 2005 and $220.4 million at December 31, 2004. For further information, see Note 1 in FCX’s 2004 Annual Report on Form 10-K.

In March 2005, the Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force (EITF) Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production The information furnished herein reflects all adjustments which are, in the Mining Industry,” (EITF 04-6) which requires that stripping costs be considered costsopinion of management, necessary for a fair statement of the extracted minerals and recognized as a component of inventory to be recognized in cost of salesresults for the periods. All such adjustments are, in the same period as the revenue from the saleopinion of inventory. As a result, capitalization of stripping costs is appropriate only to the extent product inventory exists at the endmanagement, of a reporting period. The guidance in EITF 04-6 is effective for financial statements issued for fiscal years beginning after December 15, 2005, with early adoption permitted. Companies may apply this guidance either by recognition of a cumulative effect adjustment to beginning retained earnings in the period of adoption or by restating prior period financial statements. FCX expects to adopt the guidance on January 1, 2006, with the most significant impacts of adoption being the deferred mining costs asset on FCX’s balance sheet on that date will be recorded, net of taxes and minority interest share, as a cumulative effect adjustment to reduce beginning retained earnings and future stripping costs will effectively be charged to cost of sales as incurred. Adoption of the new guidance will have no impact on FCX’s cash flows. The pro forma impact of applying EITF 04-6 to the periods reported in this quarterly report on Form 10-Q would be to reduce net income by $7.9 million or $0.04 per diluted sharenormal recurring nature. Operating results for the third quarter of 2005, $14.5 million or $0.08 per share for the third quarter of 2004 and $36.0 million or $0.16 per diluted share for the 2005 nine-monththree-month period and to increase the net loss by $42.5 million or $0.23 per share for the 2004 nine-month period. These pro forma amountsended March 31, 2006, are not necessarily indicative of what chargesthe results that may be expected for future periods.the year ending December 31, 2006. All significant intercompany transactions have been eliminated. Certain prior year amounts have been reclassified to conform to the 2006 presentation. Changes in the accounting principles applied during 2006 are discussed below in Notes 2 and 3.

2.   STOCK-BASED COMPENSATION
Accounting for Stock-Based Payments.Compensation. Refer to Note 1 in FCX’s 2004 Annual Report on Form 10-K for FCX’s accounting for share-based payments, including stock options. Through September 30, 2005,As of March 31, 2006, FCX has three stock-based employee compensation plans and two stock-based director compensation plans. Prior to January 1, 2006, FCX accounted for grantsoptions granted under all of employee stock optionsits plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, which requireas permitted by Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation.” APB Opinion No. 25 required compensation costscost for stock-based employee compensation plansstock options to be recognized based on the difference on the date of grant, if any, between the quoted market price of the stock and the amount an employee must pay to acquire the stock. Ifstock (i.e., the intrinsic value). Because all the plans require that the option exercise price be at least the market price on the date of grant, FCX recognized no compensation cost on the grant or exercise of its employees’ options through December 31, 2005. Other awards under the plans did result in compensation costs being recognized in earnings based on the intrinsic value on the date of grant for restricted stock units and the intrinsic value on the reporting or exercise date for cash-settled stock appreciation rights (SARs).

Effective January 1, 2006, FCX adopted the fair value recognition provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” or “SFAS No. 123R,” using the modified prospective transition method. Under that transition method, compensation cost recognized in 2006 includes: (a) compensation costs for all stock option awards granted to employees prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all stock option awards granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R. In addition, other stock-based awards charged to expense under SFAS No. 123 continue to be charged to expense under SFAS No. 123R. These include restricted stock units and SARs. Results for prior periods have not been restated. FCX has elected to recognize compensation costs for awards that vest over several years on a straight-line basis over the vesting period. FCX’s stock option awards provide for employees to receive an additional year of vesting after an employee retires. For awards to retirement-eligible employees, FCX records one year of amortization of the awards’ value on the date of grant. Restricted stock units are performance based awards with accelerated vesting upon retirement. Therefore, in accordance with SFAS No. 123R and consistent with prior years’ accounting, FCX recognizes the compensation cost for restricted stock units granted to retirement-eligible employees in the period during which the employee performs the service related to the grant. The services are performed in the calendar year preceding the date of grant. In addition, prior to adoption of SFAS No. 123R, FCX recognized forfeitures as they occurred in its SFAS No. 123 pro forma disclosures. Beginning January 1, 2006, FCX includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of the awards.

As a result of adopting SFAS No. 123R on January 1, 2006, FCX’s income before income taxes and minority interests for the three months ended March 31, 2006, was $9.0 million lower and net income was $5.2 million ($0.03 per basic share and $0.02 per diluted share) lower than if it had continued to account for share-based compensation under APB Opinion No. 25. Basic earnings per share would have been $1.37 per share and diluted earnings per share would have been $1.25 per share for the three months ended March 31, 2006, if
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FCX had not adopted SFAS No. 123R, compared to reported earnings of $1.34 per basic share and $1.23 per diluted share.

Prior to the adoption of SFAS No. 123R, FCX presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123R requires the cash flows generated by tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The $16.1 million excess tax benefit classified as a financing cash inflow in the Consolidated Statements of Cash Flows for the three months ended March 31, 2006, would have been classified as an operating cash inflow if FCX had not adopted SFAS No. 123R.

Stock-Based Compensation Cost. Compensation cost charged against earnings for stock-based awards is shown below (in thousands). FCX did not capitalize any stock-based compensation costs to fixed assets during the periods presented.

  Three Months Ended 
  March 31, 
  2006 2005 
Stock options awarded to employees (including directors) $9,028 $508
a
Stock options awarded to nonemployees  456  319 
Restricted stock units in lieu of cash awards  2,478  3,021 
Stock appreciation rights  1,279  529 
Total compensation cost  13,241  4,377 
Tax benefit  (4,904) (1,302)
Minority interest share  (722) (194)
Impact on net income $7,615 $2,881 
        
a.   Represents amortization of the intrinsic value of FCX’s Class A stock options that were converted to Class B stock options in 2002.

The following table illustrates the effect on net income and earnings per share for the three months ended March 31, 2005, if FCX had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS)SFAS No. 123 “Accounting for Stock-Based Compensation,” which requiresto stock-based awards granted under FCX’s stock-based compensation to be recognized basedplans (in thousands, except per share amounts):

Net income applicable to common stock, as reported $130,395 
Add: Stock-based employee compensation expense    
included in reported net income for stock option    
conversions, SARs and restricted stock units,    
net of taxes and minority interests  2,559 
Deduct: Total stock-based employee compensation    
expense determined under fair value-based method    
for all awards, net of taxes and minority interests  (5,415)
Pro forma net income applicable to common stock $127,539 
     
Earnings per share:    
Basic - as reported $0.73 
Basic - pro forma $0.71 
     
Diluted - as reported $0.70 
Diluted - pro forma $0.67 
     
For the pro forma computations, the values of option grants were calculated on the usedates of grant using the Black-Scholes-Merton option pricing model and amortized to expense on a straight-line basis over the options’ vesting periods. No other discounts or restrictions related to vesting or the likelihood of vesting of stock options were applied. The following table summarizes the calculated fair values and assumptions used to
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determine the fair value method,of FCX’s net income wouldstock option grants under SFAS No. 123 during the three months ended March 31, 2005.

Fair value per stock option$13.99  
Risk-free interest rate 3.9% 
Expected volatility rate 46% 
Expected life of options (in years) 6  
Assumed annual dividend$1.00  

Stock-Based Compensation Plans. As discussed above, FCX currently has five stock-based compensation plans and all are shareholder approved. As of March 31, 2006, only three of the plans, which are discussed below, have been reduced by $3.2 million, $0.02 per basic shareawards available for grant. FCX’s 1999 Stock Incentive Plan (the 1999 Plan) and no change in earnings per diluted share,2003 Stock Incentive Plan (the 2003 Plan) provide for the third quarterissuance of 2005, $1.5stock options, SARs, restricted stock units and other stock-based awards. Each plan allows FCX to grant awards for up to 8.0 million $0.01 per share, forcommon shares to eligible participants. FCX also has a restricted stock program that allows FCX senior executives to elect to receive restricted stock units under each plan in place of all or part of their cash incentive compensation. Restricted stock unit grants vest over three years and are valued on the third quarterdate of 2004grant at 50 percent above the cash incentive compensation that the employee elects to replace. Dividends on restricted stock units accrue and $9.5 million, $0.05 per basic shareare subject to the awards vesting. Stock option and $0.03 per diluted share, for the first nine months of 2005. FCX’s net loss for the first nine months of 2004 would have been increased by $3.7 million, $0.02 per share.SAR awards do not receive dividends.

In DecemberMay 2004, FCX’s shareholders approved the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS No. 123R)2004 Director Compensation Plan (the 2004 Plan). The 2004 Plan authorizes awards of options and restricted stock units for up to 1.0 million shares and the one-time grant of 66,882 SARs.

Awards granted under all of the plans generally expire 10 years after the date of grant and vest in 25 percent annual increments beginning one year from the date of grant. The plans provide for employees to receive the following year’s vesting after retirement and provide for accelerated vesting if there is a change in control (as defined in the plans). Awards for 0.6 million shares under the 2004 Plan, 1.1 million shares under the 2003 Plan and 0.1 million shares under the 1999 Plan were available for new grants as of March 31, 2006.

Options and SARs. A summary of options outstanding as of March 31, 2006, including 152,427 SARs, and changes during the three months ended March 31, 2006 follows:

     Weighted   
     Average Aggregate 
   Weighted Remaining Intrinsic 
 Number of Average Contractual Value 
 Options Option Price Term (years) ($000) 
Balance at January 17,355,612 $31.43      
Granted1,016,250  63.77      
Exercised(1,565,336) 21.89      
Expired/Forfeited(7,500) 30.81      
Balance at March 316,799,026  38.47 8.25 $148,904 
           
Vested and exercisable at March 311,473,481  29.62 7.38 $44,425 
           
The fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton option valuation model. The assumptions used to value stock option awards during the three months ended March 31, 2006, are noted in the following table. Expected volatility is based on implied volatilities from traded options on FCX’s stock and historical volatility of FCX’s stock. FCX uses historical data to estimate future option exercises, forfeitures and expected life of the options. When appropriate, separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected dividend rate is calculated as the annual dividend (excludes supplemental dividends) at the date of grant divided by the average stock price for the one-year period preceding the grant date. The risk-free interest rate is based on Federal Reserve rates in effect for bonds with maturity dates equal to the expected term of the option at the grant date.
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Expected volatility33.3%-42.2%
Weighted average volatility37.7%
Expected life of options (in years)4.0
Expected dividend rate2.9%
Risk-free interest rate4.4%

The grant-date fair value of options granted during the three months ended March 31, 2006, was $17.93 per option. The total intrinsic value of options exercised during the three months ended March 31, 2006, was $61.5 million. As of March 31, 2006, FCX had $66.6 million of total unrecognized compensation cost related to unvested stock options expected to be recognized over a weighted average period of 1.4 years.

Cash received from stock option exercises totaled $25.2 million for the three months ended March 31, 2006, and $7.2 million for the three months ended March 31, 2005. The actual tax benefit realized for the tax deductions from stock option exercises totaled $19.6 million for the three months ended March 31, 2006 and $5.9 million for the three months ended March 31, 2005. Upon exercise of stock options and vesting of restricted stock units, employees may tender FCX shares to FCX to pay the exercise price and/or the minimum required taxes. Shares tendered to FCX for these purposes totaled 357,891 shares for the three months ended March 31, 2006, and 524,907 shares for the three months ended March 31, 2005. FCX paid $14.0 million during the three months ended March 31, 2006, and $5.7 million during the three months ended March 31, 2005, for employee taxes. FCX paid $1.8 million during the three months ended March 31, 2006, for exercised SARs. There were no SARs exercised during the three months ended March 31, 2005.

Restricted Stock Units. As discussed above, FCX has a restricted stock program that allows FCX senior executives to elect to receive restricted stock units under the plans in place of all or part of their annual cash incentive compensation. The annual cash incentive is a function of FCX’s consolidated operating cash flows for the preceding year. These awards of restricted stock units are considered performance-based awards. To compensate for certain restrictions and the risk of forfeiture, the restricted stock units are awarded at a 50 percent premium to the market value on the date of grant. The awards vest ratably over three years and vesting accelerates upon retirement. For retirement-eligible executives, the fair value of the restricted stock units is estimated based on projected operating cash flows for the year and is charged to expense ratably over the year the cash flows are generated.

FCX granted 332,677 restricted stock units in the three months ended March 31, 2006, and 123,044 restricted stock units in the three months ended March 31, 2005. A summary of outstanding unvested restricted stock units as of March 31, 2006, and activity during the three months ended March 31, 2006 is presented below:

   Weighted   
   Average Aggregate 
 Number of Remaining Intrinsic 
 Restricted Contractual Value 
 Stock Units Term (years) ($000) 
Balance at January 1317,258      
Granted332,677      
Vested(131,301)     
Forfeited-      
Balance at March 31518,634 2.29 $30,999 
        
The grant-date fair value of restricted stock units granted during the three months ended March 31, 2006, was $21.2 million. Because this is a performance-based award and the requisite service period under SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options,is considered to be recognized in the financial statements basedcalendar year prior to the grant date, the entire value of this award on their fair values. SFAS No. 123R’s effectivethe date is fiscal periods beginning after June 15, 2005. FCX is still reviewingof grant was charged to expense during the provisionscalendar year prior to the date of SFAS No. 123R and expects to adopt SFAS No. 123R on January 1, 2006. Based on currently outstanding employeegrant. The total intrinsic value of restricted stock options, FCX currently estimatesunits vesting during the pro forma charge to earnings before taxes and minority interest sharing for the full year 2005 would total approximately $22 million, and the pro forma reduction in net income would be approximately $13 million, $0.07 per share using average basic shares outstanding for the third quarter of 2005. These 2005 pro forma amounts are not necessarily indicative of what charges may be for future periods.three months ended March 31, 2006, was $8.2 million.
 
6
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2.3.   DEFERRED MINING COSTS
On January 1, 2006, FCX adopted Emerging Issues Task Force Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry” (EITF 04-6), which requires that stripping costs incurred during production be considered costs of the extracted minerals and included as a component of inventory to be recognized in cost of sales in the same period as the revenue from the sale of inventory. Upon adoption of EITF 04-6, FCX recorded its deferred mining costs asset ($285.4 million) at December 31, 2005, net of taxes, minority interest share and inventory effects ($135.9 million), as a cumulative effect adjustment to reduce its retained earnings on January 1, 2006. In addition, stripping costs incurred in 2006 and later periods are now charged to cost of sales as incurred. As a result of adopting EITF 04-6 on January 1, 2006, FCX’s income before income taxes and minority interests for the three months ended March 31, 2006, was $32.8 million lower and net income was $17.4 million ($0.09 per basic share and $0.08 per diluted share) lower than if it had continued to defer stripping costs. Basic earnings per share would have been $1.43 per share and diluted earnings per share would have been $1.31 per share for the three months ended March 31, 2006, if FCX had not adopted EITF 04-6, compared to reported earnings of $1.34 per basic share and $1.23 per diluted share. Adoption of the new guidance has no impact on FCX’s cash flows.

4.   EARNINGS PER SHARE
FCXFCX’s basic net income (loss) per share of common stock was calculated by dividing net income (loss) applicable to common stock by the weighted averageweighted-average number of common shares outstanding during the period.year. The following is a reconciliation of net income (loss) and weighted averageweighted-average common shares outstanding for purposes of calculating diluted net income (loss) per share (in thousands, except per share amounts):

  Three Months Ended Nine Months Ended 
  September 30, September 30, 
  2005 2004 2005 2004 
Net income (loss) before preferred dividends $180,930 $32,258 $516,822 $(25,363)
Preferred dividends  (15,125) (15,125) (45,375) (30,366)
Net income (loss) applicable to common stock  165,805  17,133  471,447  (55,729)
Plus income impact of assumed conversion of:             
5½% Convertible Perpetual Preferred Stock  15,125  -  45,375  - 
7% Convertible Senior Notes  9,177  -  29,786  - 
Diluted net income (loss) applicable to common stock $190,107 $17,133 $546,608 $(55,729)
              
Weighted average common shares outstanding  177,895  177,137  178,513  183,426 
Add:
Shares issuable upon conversion of:
             
5½% Convertible Perpetual Preferred Stock  21,224  -  21,097  - 
7% Convertible Senior Notes  18,410  -  18,553  - 
Dilutive stock options  1,817  2,188  1,642  - 
Restricted stock  478  480  480  - 
Weighted average common shares outstanding for             
purposes of calculating diluted net income (loss)             
per share  219,824  179,805  220,285  183,426 
              
Diluted net income (loss) per share of common stock $0.86 $0.10 $2.48 $(0.30)
              
Stock options representing 2.3 million shares and unvested restricted stock representing 0.4 million shares in the 2004 nine-month period that otherwise would have been included in that period’s earnings per share calculation were excluded because of the net loss reported for the period.

  Three Months Ended 
  March 31, 
  2006 2005 
Net income before preferred dividends $266,775 $145,520 
Preferred dividends  (15,125) (15,125)
Net income applicable to common stock  251,650  130,395 
Plus income impact of assumed conversion of:       
5½% Convertible Perpetual Preferred Stock  15,125  - 
7% Convertible Senior Notes  5,101  10,323 
Diluted net income applicable to common stock $271,876 $140,718 
        
Weighted average common shares outstanding  187,916  179,320 
Add:       
Shares issuable upon conversion, exercise or vesting of:       
5½% Convertible Perpetual Preferred Stock  21,732  - 
7% Convertible Senior Notes  10,159  18,625 
Dilutive stock options  1,052  1,701 
Restricted stock  618  480 
Weighted average common shares outstanding for purposes of calculating       
diluted net income per share  221,477  200,126 
        
Diluted net income per share of common stock $1.23 $0.70 
        
Outstanding stock options with exercise prices greater than the average market price of theFCX’s common stock during the period are excluded from the computation of diluted net income per share of common stock. FCX’s convertible instruments are also excluded when including the conversion of these instruments increases reported diluted net income per share or when FCX reports a net loss for the period.share. A recap of the excluded amounts follows (in thousands, except exercise prices):
  Three Months Ended March 31, 
  2006 2005 
Weighted average outstanding options 677,500 - 
Weighted average exercise price $63.77 - 
Dividends on 5½% Convertible Perpetual Preferred Stock - $15,125 
Weighted average shares issuable upon conversion - 20,915 
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5.   INVENTORIES
The components of inventories follow (in thousands):

 Three Months Ended Nine Months Ended 
 September 30, September 30, 
 2005 2004 2005 2004 
Weighted average outstanding options- 1,161 1,821 1,169 
Weighted average exercise price- $36.77 $36.98 $36.34 
         
Dividends on 5½% Convertible Perpetual Preferred Stock- $15,125 - $30,418
a
Weighted average shares issuable upon conversion- 20,682 - 13,936
a
         
Interest on 7% Convertible Senior Notes- $10,357
b
- $31,072
b
Weighted average shares issuable upon conversion- 18,625 - 18,625 
         
Interest on 8¼% Convertible Senior NotesN/A $466
b
N/A $3,829
b
Weighted average shares issuable upon conversionN/A 1,364 N/A 4,097 
         
   March 31, December 31, 
   2006 2005 
PT Freeport Indonesia:Concentrates and stockpiles -       
 Average cost $5,466 $14,723 
Atlantic Copper:Concentrates - First in, first out (FIFO)  130,966  137,740 
 Work in process - FIFO  184,729  144,951 
 Finished goods - FIFO  1,214  2,975 
Total product inventories  322,375  300,389 
Total materials and supplies, net  290,147  264,630 
Total inventories $612,522 $565,019 
        
The average cost method was used to determine the cost of essentially all materials and supplies inventory. Materials and supplies inventory is net of obsolescence reserves totaling $16.6 million at March 31, 2006, and December 31, 2005.

a.6.   FCX’s 5½% Convertible Perpetual Preferred Stock was issued on March 30, 2004.DEBT AND EQUITY TRANSACTIONS
b.  Amounts are net of the effective United States federal alternative minimum tax rate of two percent.
7

Stock-Based Compensation Plans.As of September 30, 2005,March 31, 2006, FCX has four stock-based employee compensation plans and two stock-based director compensation plans, which are more fully described in Note 7had total outstanding debt of $1.1 billion. Debt was reduced by a net $154.7 million during the first quarter of 2006, including $167.4 million for the mandatory redemption of FCX’s 2004 Annual ReportGold-Denominated Preferred Stock, Series II. The mandatory redemption was based on Form 10-K. As discussed average gold prices at the time of redemption ($548.92 per ounce) and totaled $236.4 million, resultingin Note 1, FCX accounts for options granted under all of its plans using the recognition and measurement principles of APB Opinion No. 25 and related interpretations. Because all the plans require that the option exercise price be at least the market price on the date of grant, FCX recognizes no compensation expense on the grant or exercise of its employees’ and directors’ options. The following table illustrates the effect ona $69.0 million loss recognized in revenues ($36.6 million to net income or $0.17 per share). Other debt reductions included privately negotiated transactions to induce conversion of $11.0 million of 7% Convertible Senior Notes due 2011 into 0.4 million shares of FCX common stock and earningspurchases in open-market transactions of $11.5 million of 10⅛% Senior Notes due 2010 for $12.6 million. As a result of the induced conversion and open-market transactions, FCX recorded charges of $2.0 million ($1.3 million to net income, net of related reduction of interest expense, or $0.01 per share ifshare) in the first quarter of 2006. In April 2006, FCX had applied the fair value recognition provisionsinduced conversion of SFAS No. 123, as discussed in Note 1 (in thousands, except per share amounts).

  Three Months Ended Nine Months Ended 
  September 30, September 30, 
  2005 2004 2005 2004 
Net income (loss) applicable to common stock, as reported $165,805 $17,133 $471,447 $(55,729)
Add: Stock-based employee compensation expense             
included in reported net income (loss) for stock option             
conversions, stock appreciation rights (SARs) and             
restricted stock units, net of taxes and minority interests  4,675  2,252  9,132  2,626 
Deduct: Total stock-based employee compensation             
expense determined under fair value-based method for             
all awards, net of taxes and minority interests  (7,892) (3,766) (18,646) (6,349)
Pro forma net income (loss) applicable to common stock $162,588 $15,619 $461,933 $(59,452)
              
Earnings (loss) per share:             
Basic - as reported $0.93 $0.10 $2.64 $(0.30)
Basic - pro forma $0.91 $0.09 $2.59 $(0.32)
              
Diluted - as reported $0.86 $0.10 $2.48 $(0.30)
Diluted - pro forma $0.86 $0.09 $2.45 $(0.32)
              

For the pro forma computations, the valuesan additional $5.0 million of option grants were calculated on the dates7% Convertible Senior Notes due 2011 into 0.2 million shares of grant using the Black-Scholes option pricing model. No other discounts or restrictions related to vesting or the likelihood of vesting of stock options were applied. The following table summarizes the calculated average fair values and weighted-average assumptions used to determine the fair value of FCX’s stock option grants under SFAS No. 123 during the periods presented.

 Three Months Ended Nine Months Ended 
 September 30, September 30, 
 2005 
2004a
 2005 2004 
Fair value per stock option$14.52  N/A $13.97 $15.00 
Risk-free interest rate 3.8% N/A  3.9% 3.7%
Expected volatility rate 45% N/A  46% 49%
Expected life of options (in years) 6  N/A  6  6 
Assumed annual dividend$1.00  N/A $1.00 $0.80 
FCX common stock.

a.7.   No options were granted in the third quarter of 2004.EMPLOYEE BENEFITS
The components of net periodic pension benefit cost for the three months ended March 31, 2006 and 2005 follow (in thousands):

See Note 1 above and Note 1 in FCX’s Annual Report on Form 10-K for a discussion of SFAS No. 123R.
 FCX PT Freeport Indonesia Atlantic Copper 
 2006 2005 2006 2005 2006 2005 
Service cost$109 $179 $946 $931 $- $- 
Interest cost 398  518  1,226  972  1,114  1,289 
Expected return on plan assets 340  (22) (609) (365) -  - 
Amortization of prior service cost 1,051  944  234  232  -  - 
Amortization of net actuarial loss 14  -  134  184  221  241 
Net periodic benefit cost$1,912 $1,619 $1,931 $1,954 $1,335 $1,530 

3.8.   BUSINESS SEGMENTSINTEREST COST
Interest expense excludes capitalized interest of $1.8 million in the first quarter of 2006 and $0.9 million in the first quarter of 2005.

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9. BUSINESS SEGMENTS
FCX has two operating segments: “mining and exploration” and “smelting and refining.” The mining and exploration segment consists of FCX’s Indonesian activities including PT Freeport Indonesia’s copper and gold mining operations, PT Puncakjaya Power’s power-generating operations (after eliminations with PT Freeport Indonesia) and FCX’s Indonesian exploration activities. The smelting and refining segment includes Atlantic Copper’s operations in Spain and PT Freeport Indonesia’s equity investment in PT Smelting in Gresik, Indonesia. The segment data presented below were prepared on the same basis as FCX’s consolidated financial statements.
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Mining
and Exploration
 Smelting and Refining Eliminations and Other FCX Total 
  (In Thousands) 
Three months ended September 30, 2005:             
Revenues $771,190
a
$378,412 $(166,332)$983,270 
Production and delivery  247,001  351,517  (164,150
)b
 434,368 
Depreciation and amortization  51,143  7,415  3,088  61,646 
Exploration expenses  2,099  -  60  2,159 
General and administrative expenses  38,394
c
 2,268  (15,116
)c
 25,546 
Operating income $432,553 $17,212 $9,786 $459,551 
Equity in PT Smelting earnings $- $1,315 $- $1,315 
Interest expense, net $5,342 $4,140 $23,848 $33,330 
Provision for income taxes $146,610 $- $40,102 $186,712 
Capital expenditures $32,447 $1,444 $2,425 $36,316 
Total assets $3,889,800
d
$723,149
e
$264,832 $4,877,781 
              
Three months ended September 30, 2004:             
Revenues $447,876
a
$222,184 $(69,504)$600,556 
Production and delivery  198,872  223,384  (54,240
)b
 368,016 
Depreciation and amortization  46,135  7,114  2,506  55,755 
Exploration expenses  1,939  -  24  1,963 
General and administrative expenses  21,451
c
 3,248  1,487
c
 26,186 
Operating income (loss) $179,479 $(11,562)$(19,281)$148,636 
Equity in PT Smelting earnings $- $2,678 $- $2,678 
Interest expense, net $5,133 $3,300 $29,415 $37,848 
Provision for income taxes $62,729 $- $8,614 $71,343 
Capital expenditures $30,526 $3,038 $2 $33,566 
Total assets $3,713,690
d
$723,839
e
$345,535 $4,783,064 
              
Nine months ended September 30, 2005:             
Revenues $2,136,974
a
$982,425 $(430,155)$2,689,244 
Production and delivery  664,234  937,003  (411,277
)b
 1,189,960 
Depreciation and amortization  142,285  21,645  8,801  172,731 
Exploration expenses  6,263  -  158  6,421 
General and administrative expenses  90,001
c
 8,173  (25,635
)c
 72,539 
Operating income (loss) $1,234,191 $15,604 $(2,202)$1,247,593 
Equity in PT Smelting earnings $- $6,473 $- $6,473 
Interest expense, net $16,966 $12,332 $76,872 $106,170 
Provision for income taxes $429,936 $- $109,488 $539,424 
Capital expenditures $85,955 $7,307 $2,345 $95,607 
              
Nine months ended September 30, 2004:             
Revenues $965,901
a
$605,137 $(123,963)$1,447,075 
Production and delivery  525,387  637,042  (147,122
)b
 1,015,307 
Depreciation and amortization  96,738  21,209  5,808  123,755 
Exploration expenses  6,807  -  170  6,977 
General and administrative expenses  114,802
c
 9,344  (59,824
)c
 64,322 
Operating income (loss) $222,167 $(62,458)$77,005 $236,714 
Equity in PT Smelting losses $- $228 $- $228 
Interest expense, net $16,346 $10,071 $84,160 $110,577 
Provision for income taxes $80,672 $- $47,222 $127,894 
Capital expenditures $90,229 $18,295 $(118)$108,406 
              
9

  
Mining
and Exploration
 Smelting and Refining Eliminations and Other FCX Total 
  (In Thousands) 
Three months ended March 31, 2006:             
Revenues $796,783
a
$516,104 $(226,765)$1,086,122 
Production and delivery  286,677  491,437  (300,199
)b
 477,915 
Depreciation and amortization  33,773  7,406  2,071  43,250 
Exploration expenses  2,537  -  39  2,576 
General and administrative expenses  82,306
c
 3,775  (55,450
)c
 30,631 
Operating income $391,490 $13,486 $126,774 $531,750 
Equity in PT Smelting earnings $- $3,559 $- $3,559 
Interest expense, net $3,273 $5,447 $13,951 $22,671 
Provision for income taxes $144,691 $- $77,031 $221,722 
Capital expenditures $48,940 $3,513 $(331)$52,122 
Total assets $3,729,867
d
$963,594
e
$102,731 $4,796,192 
              
Three months ended March 31, 2005:             
Revenues $687,398
a
$272,116 $(156,449)$803,065 
Production and delivery  193,878  263,577  (92,449
)b
 365,006 
Depreciation and amortization  46,925  7,089  2,912  56,926 
Exploration expenses  1,892  -  28  1,920 
General and administrative expenses  33,182
c
 3,004  (14,572
)c
 21,614 
Operating income (loss) $411,521 $(1,554)$(52,368)$357,599 
Equity in PT Smelting earnings $- $2,596 $- $2,596 
Interest expense, net $5,727 $3,805 $28,016 $37,548 
Provision for income taxes $145,319 $- $18,709 $164,028 
Capital expenditures $23,569 $2,724 $(47)$26,246 
Total assets $3,849,871
d
$771,158
e
$168,674 $4,789,703 
              
a.   Includes PT Freeport Indonesia’s sales to PT Smelting totaling $214.1$282.5 million in the 2006 quarter and $234.2 million in the 2005 quarter, $181.6 million in the 2004 quarter, $643.1 million in the 2005 nine-month period and $474.8 million in the 2004 nine-month period.quarter.
b.   Includes deferral (recognition) of intercompany profits on 25 percent of PT Freeport Indonesia’s sales to PT Smelting, for which the final sale to third parties has not occurred, totaling $3.1$(20.8) million in the 2006 quarter and $2.6 million in the 2005 quarter, $0.5 million in the 2004 quarter, $3.1 million in the 2005 nine-month period and $2.5 million in the 2004 nine-month period.quarter.
c.   Includes charges to the mining and exploration segment for the in-the-money value of FCX stock option exercises which are eliminated in consolidation totaling $16.7$56.0 million in the 2006 quarter and $16.8 million in the 2005 quarter, $2.4 million in the 2004 quarter, $34.1 million in the 2005 nine-month period and $69.3 million in the 2004 nine-month period.quarter.
d.   Includes PT Freeport Indonesia’s trade receivables with PT Smelting totaling $98.2$149.6 million at September 30, 2005,March 31, 2006, and $59.0$120.4 million at September 30, 2004.March 31, 2005.
e.   Includes PT Freeport Indonesia’s equity investment in PT Smelting totaling $51.2$58.9 million at September 30, 2005,March 31, 2006, and $56.6$47.8 million at September 30, 2004.March 31, 2005.

4.   INVENTORIES
The components of inventories follow (in thousands):
   September 30, December 31, 
   2005 2004 
PT Freeport Indonesia:Concentrates - Average cost $9,468 $11,830 
Atlantic Copper:Concentrates - First in, first out (FIFO)  101,222  148,246 
 Work in process - FIFO  93,254  86,710 
 Finished goods - FIFO  1,127  6,479 
Total product inventories  205,071  253,265 
Total materials and supplies, net  244,960  213,447 
Total inventories $450,031 $466,712 

The average cost method was used to determine the cost of essentially all materials and supplies inventory. Materials and supplies inventory is net of obsolescence reserves totaling $17.2 million at September 30, 2005 and $17.1 million at December 31, 2004.

5.   DEBT AND EQUITY TRANSACTIONS
As of September 30, 2005, FCX had total outstanding debt of $1.39 billion. Debt was reduced by $565.8 million during the first nine months of 2005, primarily reflecting the following transactions:

·  first-quarter prepayment of $187.0 million of bank debt associated with PT Puncakjaya Power’s power-generating facilities at PT Freeport Indonesia’s mining operations;
·  first-quarter purchases in open market transactions of $11.0 million of 7.50% Senior Notes due 2006 and 7.20% Senior Notes due 2026;
·  third-quarter purchases in open market transactions of $149.9 million of 10⅛% Senior Notes due 2010 and $4.5 million of 7.5% Senior Notes due 2006; and
·  third-quarter privately negotiated transactions to induce conversion of $188.4 million of 7% Convertible Senior Notes due 2011 into 6.1 million shares of FCX common stock.

FCX recorded net charges of $38.4 million, $30.3 million to net income or $0.14 per share, in the third quarter and first nine months of 2005 as a result of these transactions. On August 1, 2005, FCX funded the seventh of eight scheduled annual redemption payments on its Silver-Denominated Preferred Stock for $17.5 million. The mandatory redemption resulted in a $12.5 million decrease in debt and a reduction of revenues of $5.0 million, $2.6 million to net income or $0.01 per share, in the third quarter of 2005.

In October 2005, FCX induced conversion of an additional $21.0 million of 7% Convertible Senior Notes due 2011 into 0.7 million shares of FCX common stock and purchased in open market transactions an additional $18.4 million of 10⅛% Senior Notes due 2010. FCX expects to record a net charge of $4.4 million, $3.4 million to net income, in the fourth quarter of 2005 as a result of these transactions.
 
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6.   EMPLOYEE BENEFITS
The components of net periodic pension benefit cost for the three months ended September 30, 2005 and 2004 follow (in thousands):

 FCX PT Freeport Indonesia Atlantic Copper 
 2005 2004 2005 2004 2005 2004 
Service cost$180 $213 $850 $810 $- $- 
Interest cost 480  901  888  812  1,199  1,266 
Expected return on plan assets (118) (300) (333) (441) -  - 
Amortization of prior service cost 1,057  944  212  234  -  - 
Amortization of net actuarial loss -  -  168  69  224  223 
Net periodic benefit cost$1,599 $1,758 $1,785 $1,484 $1,423 $1,489 

The components of net periodic pension benefit cost for the nine months ended September 30, 2005 and 2004 follow (in thousands):

 FCX PT Freeport Indonesia Atlantic Copper 
 2005 2004 2005 2004 2005 2004 
Service cost$524 $497 $2,681 $2,512 $- $- 
Interest cost 1,594  1,894  2,800  2,519  3,727  3,809 
Expected return on plan assets (374) (369) (1,052) (1,369) -  - 
Amortization of prior service cost 3,020  2,832  668  725  -  - 
Amortization of net actuarial loss -  -  531  215  696  672 
Net periodic benefit cost$4,764 $4,854 $5,628 $4,602 $4,423 $4,481 

7.   INTEREST COST
Interest expense excludes capitalized interest of $1.1 million in the third quarter of 2005, $0.8 million in the third quarter of 2004, $2.9 million in the first nine months of 2005 and $1.9 million in the first nine months of 2004.

8.   10. COMPREHENSIVE INCOME
A summary of FCX’s comprehensive income is shown below (in thousands).

  Three Months Ended Nine Months Ended 
  September 30, September 30, 
  2005 2004 2005 2004 
Net income (loss) $180,930 $32,258 $516,822 $(25,363)
Other comprehensive income (loss):             
Change in unrealized derivatives’ fair value, net of taxes             
of $1.8 million for the three months ended             
September 30, 2005, $(0.9) million for the three months             
ended September 30, 2004, $2.9 million for the nine             
months ended September 30, 2005 and $(0.8) million for             
the nine months ended September 30, 2004  (2,387) 1,103  (3,732) 989 
Reclass to earnings, net of taxes of $0.2 million             
for the nine months ended September 30, 2005 and             
none for the other periods  (20) 319  (115) 1,301 
Total comprehensive income (loss) $178,523 $33,680 $512,975 $(23,073)
              
 Three Months Ended March 31, 
 2006 2005 
Net income$266,775 $145,520 
Other comprehensive income (loss):      
Change in unrealized derivatives’ fair value, net of      
taxes of $1.6 million for 2006 and $0.2 million for 2005 2,040  (298)
Reclass to earnings, net of taxes of $0.6 million for 2006 (715) 97 
Minimum pension liability adjustment (86) (315)
Total comprehensive income$268,014 $145,004 
       
9.11.  RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the first ninethree months of 2005 and 20042006 was 11.121.5 to 1 and 2.0compared with 9.4 to 1 respectively.for the 2005 period. For this calculation, earnings consist of income from continuing operations before income taxes, minority interests and fixed charges. Fixed charges include interest and that portion of rent deemed representative of interest.

----------------------
Remarks

The information furnished herein should be read in conjunction with FCX's financial statements contained in its 2004 Annual Report on Form 10-K. The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the periods. All such adjustments are, in the opinion of management, of a normal recurring nature.

 
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
FREEPORT-McMoRan COPPER & GOLD INC.:

We have reviewed the condensed consolidated balance sheet of Freeport-McMoRan Copper & Gold Inc. (a Delaware Corporation) and its subsidiaries as of September 30, 2005March 31, 2006 and the related consolidated statements of operations for the three-monthincome and nine-month periods ended September 30, 2005 and 2004, and the consolidated statements of cash flows for the nine-monththree-month periods ended September 30, 2005March 31, 2006 and 2004.2005. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with United StatesU.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Freeport-McMoRan Copper & Gold Inc. as of December 31, 2004,2005, and the related consolidated statements of income, stockholder’s equity, and cash flows for the year then ended (not presented herein), and in our report dated March 9, 2005,February 24, 2006, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004,2005, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.


ERNST & YOUNG LLP


New Orleans, Louisiana
October 25, 2005April 24, 2006

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

In management’s discussion and analysis, “we,”“us” “us” and “our” refer to Freeport-McMoRan Copper & Gold Inc. (FCX) and its consolidated subsidiaries. References to “aggregate” amounts mean the total of our share and Rio Tinto plc’s share as our joint venture partner.You should read this discussion in conjunction with our financial statements, the related discussion and analysis of financial condition and results of operations and the discussion of our “Business and Properties” in our Form 10-K for the year ended December 31, 2004,2005, filed with the Securities and Exchange Commission. The results of operations reported and summarized below are not necessarily indicative of future operating results. References to “Notes” are Notes included in our “Notes to Consolidated Financial Statements.”

We operate throughThrough our majority-owned subsidiaries,subsidiary, PT Freeport Indonesia, we have one of the world’s largest copper and PT Puncakjaya Power (Puncakjaya Power),gold mining and through Atlantic Copper, S.A. (Atlantic Copper)production operations in terms of reserves and PT Irja Eastern Minerals (Eastern Minerals), ourproduction. Our principal wholly owned subsidiaries. asset is a majority ownership interest in the Grasberg minerals district, which based on available year-end 2004 reserve data, contains the largest single copper reserve and the largest single gold reserve of any mine in the world.

PT Freeport Indonesia, our principal operating subsidiary, conductsoperates under an agreement, called a Contract of Work, with the Government of Indonesia. The Contract of Work allows us to conduct exploration, mining and production activities in a 24,700-acre area called Block A located in Papua, Indonesia. Under the Contract of Work, PT Freeport Indonesia also conducts exploration activities (which are currently suspended, but are under review for resumption) in an approximate 500,000-acre area called Block B in Papua. Puncakjaya Power’s sole business is to supply power to PT Freeport Indonesia’s operations. Our principal asset is the Grasberg minerals district, which contains the largest single gold reserveAll of our proven and the second-largest copper reserve of any mine in the world.

Atlantic Copper’sprobable mineral reserves and current mining operations are located in Spain and involve the smelting and refining of copper concentrates and the marketing of refined copper and precious metals in slimes. PT Freeport Indonesia owns a 25 percent interest in PT Smelting, an Indonesian company which operates a copper smelter and refinery in Gresik, Indonesia. Eastern Minerals conducts mineral exploration activities (which are currently suspended) in Papua, Indonesia.Block A.

We own 90.64 percent of PT Freeport Indonesia, of whichincluding 9.36 percent is owned through our wholly owned subsidiary, PT Indocopper Investama. The Government of Indonesia owns the remaining 9.36 percent of PT Freeport Indonesia. In July 2004, we received a request from the Indonesian Department of Energy and Mineral Resources that we offer to sell shares in PT Indocopper Investama to Indonesian nationals at fair market value. In response to this request and in view of the potential benefits of having additional Indonesian ownership in our project, we have agreed to consider a potential sale of an interest in PT Indocopper Investama at fair market value. Neither our Contract of Work nor Indonesian law requires us to divest any portion of our ownership interest in PT Freeport Indonesia or PT Indocopper Investama.

We also operate through a majority-owned subsidiary, PT Puncakjaya Power (Puncakjaya Power), and through Atlantic Copper, S.A. (Atlantic Copper) and PT Irja Eastern Minerals (Eastern Minerals), our other principal wholly owned subsidiaries. Puncakjaya Power’s sole business is to supply power to PT Freeport Indonesia’s operations. Atlantic Copper’s operations are in Spain and involve the smelting and refining of copper concentrates and the marketing of refined copper and precious metals in slimes. Eastern Minerals conducts mineral exploration activities (which are currently suspended) in Papua, Indonesia. PT Freeport Indonesia owns a 25 percent interest in PT Smelting, an Indonesian company which operates a copper smelter and refinery in Gresik, Indonesia.

In 1996, we established joint ventures with Rio Tinto, an international mining company with headquarters in London, England. One joint venture covers PT Freeport Indonesia’s mining operations in Block A and gives Rio Tinto, through 2021, a 40 percent interest in certain assets and future production exceeding specified annual amounts of copper, gold and silver in Block A, and, after 2021, a 40 percent interest in all production from Block A. Operating, nonexpansion capital and administrative costs are shared proportionately between PT Freeport Indonesia and Rio Tinto based on the ratio of (a) the incremental revenues from production from our expansion completed in 1998 to (b) total revenues from Block A, including production from PT Freeport Indonesia’s previously existing reserves. PT Freeport Indonesia receives 100 percent of the cash flow from specified annual amounts of copper, gold and silver through 2021, calculated by reference to its proven and probable reserves as of December 31, 1994, and 60 percent of all remaining cash flow.
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Outlook
AnnualPT Freeport Indonesia’s share of annual sales arein 2006 is expected to approximate 1.471.3 billion pounds of copper and 2.81.7 million ounces of gold, in 2005, increases of nearly 50 percent for copper and nearly 100 percent for gold compared with 2004. PT Freeport Indonesia expects its fourth-quarter operations to benefit from access to higher grade material and more flexible set-ups for its mining equipment in the high-grade areas of the Grasberg mine than in the third quarter, which we currently anticipate would allow PT Freeport Indonesia to generate sales estimated to approximate 480including 280 million pounds of copper and 1.1 million275 thousand ounces of gold 39 percent more than third-quarter copper sales and more than twicein the third quarter gold sales. Achieving this high level of production and sales is dependent, among other factors, on the successful operations of PT Freeport Indonesia production facilities and systems, and sales volumes could be reduced if year-end weather conditions or other factors delay concentrate loading operations, which would defer sales volumes to 2006.

Using estimated sales volumes for the fourthsecond quarter of 2005 and assuming average fourth-quarter 2005 prices of $1.75 per pound of copper and $465 per ounce of gold, we would generate operating cash flows approximating $1.4 billion in 2005, with approximately $500 million in the fourth quarter. Each $0.10 per pound change in copper prices in the fourth quarter is currently estimated to affect 2005 cash flows by approximately $24 million and each $25 per ounce change in gold prices is currently estimated to affect 2005 cash flows by approximately $14 million.

2006. At the Grasberg open-pit mine, the sequencing in mining areas with varying ore grades causes fluctuations in the timing of ore production, which impactsresulting in varying quarterly and annual copper and gold sales. During 2006, approximately 60 percent of copper and 56 percent of gold sales volumes, particularly for gold. are expected in the second half of the year. Because of the significant level of copper and gold expected to be mined late in the year, the achievement of PT Freeport Indonesia’s 2006 sales estimates will be dependent, among other factors, on the achievement of targeted mining rates, the successful operation of PT Freeport Indonesia’s production facilities and systems and concentrate loading systems.

Based on itsour current mine plan, PT Freeport Indonesiaplans, we previously reported estimates its share offor annual sales forover the five-year period from 2006 will approximate 1.4through 2010 to average approximately 1.3 billion pounds of copper and 1.9 million ounces of gold. AverageOur mine plans are based on latest available data and studies, which take into account factors such as mining and milling rates, ore grades and recoveries, economic conditions and geologic/geotechnical considerations. We update these plans to incorporate new data and conditions, with the objective of operating safely, managing risks and maximizing economic values. We are currently undertaking studies to incorporate recent geotechnical data in our future mine plans. These studies are expected to be completed and mine plans revised in the third quarter of 2006. While ongoing analyses may alter current expectations, the analyses to date indicate that the revisions would result in the deferral of certain high-grade ore previously expected to be mined in 2007 and 2008 to future years. While the annual impacts may be significant, preliminary estimates of total metal sales volumes overfor PT Freeport Indonesia are expected to be within five percent of the previously reported projected amounts for the five-year period from 20052006 through 20092010. We are expectedalso incorporating the new data into our longer range mine plans to approximate 1.35 billion poundsassess the optimal design of copper and 2.2 million ouncesthe Grasberg open pit, which may affect the timing of gold.our development of the Grasberg block cave ore body.
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Sales volumes may vary from these estimates depending on the areas being mined within the Grasberg open pit. Quarterly variations in sales volumes are expected to vary significantly.be significant. Based on current estimates of average annualestimated sales volumes overfor the next five yearsremainder of 2006 and copper prices of approximately $1.75$2.25 per pound and gold prices of approximately $465$550 per ounce, thewe expect to generate operating cash flows approximating $1.2 billion in 2006. The impact on our annualprojected 2006 cash flowflows for each $0.10 per pound change in copper prices in the balance of the year would approximate $69$50 million, including the effects of price changes on related royalty costs, and for each $25 per ounce change in gold prices in the balance of the year would approximate $28$15 million.

Copper and Gold Markets
As shown in the graphs below, world metal prices for copper have fluctuated during the period from 1992 through October 2005April 2006 with the London Metal Exchange (LME) spot copper price varying from a low of approximately $0.60 per pound in 2001 to a high of $1.90approximately $3.36 per pound on October 20, 2005,April 26, 2006, and world gold prices have fluctuated during the period from 1998 through October 2005April 2006 from a low of approximately $250 per ounce in 1999 to a high of approximately $479$645 per ounce on October 12, 2005.April 20, 2006. Current copper and gold prices reflect significantly higher levels of direct investment by commodity investors. This high level of activity can be expected to result in significantly higher levels of volatility in copper and gold prices and in the share prices of FCX and other commodity producers. Copper and gold prices are affected by numerous factors beyond our control as described further in our Form 10-K for the year ended December 31, 2004.2005.
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*  Excludes Shanghai stocks, producer, consumer and merchant stocks.

The graph above presents LME spot copper prices and reported stocks of copper at the LME and New York Commodity Exchange (COMEX) through October 31, 2005. Market fundamentals for copper continued to be positiveApril 28, 2006. Since 2003 and through 2005, global demand has exceeded supply, evidenced by the decline in the first nine months of 2005.warehouse inventories. LME and COMEX inventories arehave risen from the 2005 lows in recent months but combined stocks of approximately 150,000 metric tons at levelsMarch 31, 2006 represent approximately four days of lessglobal consumption. Despite previous market forecasts that prices would decline in 2005 and again in 2006, prices have continued to rise to new highs as projected increases in supply have fallen short of expectations, even though global demand is weaker than 75,000 metric tons.generally anticipated. Copper prices averaged $1.70$2.24 per pound in the thirdfirst quarter of 2005,2006, with prices ranging from $1.56$2.06 per pound to $1.80a multi-year high of $2.51 per pound. TheCopper prices have remained strong in April 2006 and the LME spot copper price closed at $1.86$3.28 per pound on October 31, 2005.April 28, 2006. Global copper demand in the first nine months of 2005 has been lower than expectations; however, disruptions associated with strikes, unrest and other operational issues have reduced copper supply and continue to keep inventories at very low levels. Many market analysts expect copper supplies will increase somewhat in 2006 and prices to increase in the near term as smelter capacity is projected to increase and project lower thanmoderate from current prices once supplies begin to grow.levels. Nevertheless, analysts’ price expectations for 2006 are generallysignificantly higher than they were earlier in the year, partly becausewith the continuation of very low inventory levels, the potential for supply disruptions discussed above.and the absence of major new mines being developed. Future copper prices are expected to continue to be determinedinfluenced by demand from China, economic performance in the United States (U.S.) and other industrialized countries, the timing of the development of new supplies of copper and production levels of mines and copper smelters and other factors.smelters. We consider the current underlying supply and demand conditions in the global copper markets to be positive for our company.
 

The environment for gold continues to be positive with gold prices recently reaching new 17-year25-year highs above $600 per ounce, supported by ongoing geopolitical tensions,increased investment demand for gold, asongoing geopolitical tensions, a hedge against inflation, increasing jewelry demand,weak U.S. dollar, inflationary pressures, falling production forfrom older mines, limited development of new mines and actions by gold producers to reduce hedge positions. Gold prices averaged $440$554 per ounce in the thirdfirst quarter of 2005,2006, with prices ranging from $418$521 per ounce to $473$584 per ounce. The London gold price closed at approximately $471$644 per ounce on October 31, 2005.April 28, 2006.

CONSOLIDATED RESULTS

Summary comparative results for the third-quarter and nine-monthfirst-quarter periods follow (in millions, except per share amounts):

Third Quarter Nine Months First Quarter 
2005 2004 2005 2004 2006 2005 
Revenues$983.3 $600.6 $2,689.2 $1,447.1 $1,086.1 $803.1 
Operating income 459.6  148.6  1,247.6  236.7  531.8  357.6 
Net income (loss) applicable to common stock 165.8  17.1  471.4  (55.7)
Diluted net income (loss) per share of common stock 0.86  0.10  2.48  (0.30)
Net income applicable to common stock 251.7  130.4 
Diluted net income per share of common stock 1.23  0.70 

Consolidated revenues include PT Freeport Indonesia’s sale of copper concentrates, which also contain significant quantities of gold and silver, and the sale by Atlantic Copper of copper anodes, copper cathodes, and gold in anodes and slimes. Consolidated revenues for the third2006 quarter of 2005 and the first nine months of 2005 were significantly35 percent higher than consolidated revenues for the 2004 periods,2005 quarter, reflecting substantially higher copper and gold sales volumes and prices than the 2004 periods. Third-quarter and nine-month 2004 results were adversely affected2005 quarter, partly offset by lower ore grades and reduced mill throughput as PT Freeport Indonesia completed efforts to restore safe access tosales volumes. As anticipated, PT Freeport Indonesia mined lower grade ore and reported lower production and sales in the higher-grade ore areas in its Grasberg open-pit mine followingfirst quarter of 2006, compared with the fourth-quarter 2003 slippage and debris flow events. In addition, Atlantic Copper’s scheduled major maintenance turnaround adversely affected its nine-month 2004 revenues.2005 period.

At September 30, 2005,March 31, 2006, we had consolidated embedded derivatives on copper sales totaling 298.6199.0 million pounds recorded at an average price of $1.74$2.46 per pound. Final prices on these sales will be established over the next several months pursuant to terms of sales contracts. We estimate that a two-centfive-cent change in the average price used for these embedded derivatives and realized prices for these sales would have an
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approximate $6$10 million impact on our 20052006 consolidated revenues and an approximate $3$5 million impact on our 20052006 consolidated net income.

Third-quarter 2005First-quarter 2006 consolidated revenues included net additions of $48.8$110.2 million ($25.958.4 million to net income or $0.12$0.26 per diluted share) primarily for final pricing of concentrates sold in prior quarters,the previous year, compared with $13.6$9.9 million ($7.05.2 million to net income or $0.04$0.03 per diluted share) to third-quarter 2004 revenues. Nine-month 2005 consolidated revenues included net additionsin the first quarter of $8.6 million ($4.5 million to net income or $0.02 per share) compared with $7.3 million ($3.7 million to net income or $0.02 per share), primarily for final pricing of concentrates sold in prior years.2005.

Consolidated revenues and net income vary significantly with fluctuations in the market prices of copper and gold, sales volumes and other factors. Based on PT Freeport Indonesia’s projected share of copper sales for the fourth quarterremainder of 2005 (480 million2006 (1.05 billion pounds) and assuming an average price of $1.75$2.25 per pound of copper, each $0.10 per pound change in the average price realized in the fourth quarterbalance of 2005the year would have an approximate $48$100 million impact on our fourth-quarterannual revenues and an approximate $24$50 million impact on our fourth-quarterannual net income. A $25 per ounce change in the average price realized in the fourth quarterbalance of the year on PT Freeport Indonesia’s projected share of gold sales for the fourth quarterremainder of 2005 (1.12006 (1.2 million ounces) would have an approximate $28$30 million impact on our fourth-quarterannual revenues and an approximate $14$15 million impact on our fourth-quarterannual net income.

On limited past occasions, in response to market conditions, we have entered into copper and gold price protection contracts for a portion of our expected future mine production to mitigate the risk of adverse price fluctuations. We currently have no copper or gold price protection contracts relating to our mine production. We havehad outstanding gold-denominated and silver-denominated preferred stock with dividends and redemption amounts determined by commodity prices. Our gold-denominated preferred stock is mandatorily redeemableGold-Denominated Preferred Stock, Series II was redeemed in February 2006, resulting in a $69.0 million reduction in revenues ($36.6 million to net income or $0.17 per diluted share), and the final scheduled redemption for our silver-denominated preferred stockSilver-Denominated Preferred Stock is in August 2006 (see “Capital Resources and Liquidity - Financing Activities”).

Consolidated production and delivery costs were higher in the first quarter of 2006 at $477.9 million compared with $365.0 million for the 2005 periods than the 2004 periodsquarter. The increase was primarily because of higher production costs at PT Freeport Indonesia and higher costs of concentrate purchases at Atlantic Copper caused by increased production volumeshigher metals prices and higher metals prices. production costs at PT Freeport Indonesia primarily caused by the adoption of Emerging Issues Task Force Issue No. 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry” (EITF 04-6). See Note 3 and “New Accounting Standards.”

As previously reported on March 23, 2006, a mud/topsoil slide involving approximately 75,000 metric tons of material occurred from a mountain ridge above service facilities supporting PT Freeport Indonesia’s mining facilities. Regrettably, three contract workers were fatally injured in the event. The material damaged a mess hall and an adjacent area. As a result of investigations by PT Freeport Indonesia and the Indonesian Department of Energy and Mineral Resources, we are conducting geotechnical studies to identify any potential hazards to facilities from slides. The existing early warning system for potential slides, based upon rainfall and other factors, has also been expanded. PT Freeport Indonesia recorded a charge of $1.9 million ($1.0 million to net income or less than $0.01 per diluted share) in the first quarter of 2006 for damages related to this event. The event did not directly involve operations within the Grasberg open-pit mine or PT Freeport Indonesia’s milling operations.

Consolidated depreciation and amortization expense increaseddecreased to $61.6 million in the third quarter of 2005 and $172.7$43.3 million in the first nine monthsquarter of 2005,2006 compared with $55.8 million in the third quarter of 2004 and $123.8$56.9 million in the first nine monthsquarter of 2004,2005, primarily because of higherlower copper sales volumes at PT Freeport Indonesia during the 2005 periods.2006 quarter. Exploration expenses totaled $2.2 million in the third quarter of 2005 and $6.4increased to $2.6 million in the first nine months of 2005 compared with $2.0 million in the third quarter of 2004 and $7.02006 from $1.9 million in the first nine monthsquarter of 20042005 (see “Mining and Exploration - Exploration Activities”). Consolidated general and administrative expenses decreased to $25.5 million in the third quarter of 2005 from $26.2 million in the third quarter of 2004 and increased to $72.5$30.6 million in the first nine monthsquarter of 20052006 from $64.3$21.6 million in the first nine monthsquarter of 20042005 (see “Other Financial Results”).

Net interest expense decreased to $33.3$22.7 million in the thirdfirst quarter of 20052006 from $37.8$37.5 million in the thirdfirst quarter of 20042005 primarily because of lower debt levels. LossesIn the first quarter of 2006, we induced conversion of $11.0 million of 7% Convertible Senior Notes due 2011 into 0.4 million shares of FCX common stock and purchased in open market transactions $11.5 million of 10⅛% Senior Notes due 2010 for $12.6
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million. As a result of the induced conversion and open market transactions, we recorded losses on early extinguishment and conversion of debt totaled $38.4totaling of $2.0 million ($30.31.3 million to net income, or $0.14 per share, net of related reduction of interest expense), forexpense, or $0.01 per share) in the thirdfirst quarter and first nine months of 2005 resulting from the open-market purchases of our 10⅛% Senior Notes and 7.5% Senior Notes and the early conversions of our 7% Convertible Senior Notes2006. (see “Capital Resources and Liquidity - Financing Activities”). Losses on early extinguishment and conversionWe are continuing to assess opportunities to repay debt in advance of debt totaled $14.0 million ($7.4 million to net income or $0.04 per share, net of related reduction of interest expense), for the first nine months of 2004 resulting primarily from the early conversions of our 8¼% Convertible Senior Notes (see “Capital Resources and Liquidity - Financing Activities”).scheduled maturities.

Other income includes interest income of $4.7 million in the third quarter of 2005, $1.0 million in the third quarter of 2004, $11.7$7.0 million in the first nine monthsquarter of 20052006 and $4.2$3.9 million in the first nine monthsquarter of 2004.2005. Other income also includes the impact of translating into U.S. dollars Atlantic Copper’s net euro-denominated liabilities, primarily its retiree pension obligations. Changes in the U.S. dollar/euro exchange rate require us to adjust the dollar value of our net euro-denominated liabilities and record the adjustment in earnings. The exchange rate was $1.36$1.18 per euro at December 31, 2004,2005, and $1.21 per euro at June 30, 2005 and $1.20 per euro at September 30, 2005.March 31, 2006. Exchange rate effects on our net income from euro-denominated liabilities were gains (losses) of $(1.3) million in the third quarter of 2005, $(0.8) million in the third quarter of 2004, $4.9$(1.1) million in the first nine monthsquarter of 20052006 and $1.1$2.8 million in the first nine monthsquarter of 2004.2005.
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PT Freeport Indonesia’s Contract of Work provides for a 35 percent corporate income tax rate. PT Indocopper Investama pays a 30 percent corporate income tax on dividends it receives from its 9.36 percent ownership in PT Freeport Indonesia. In addition, the tax treaty between Indonesia and the U.S. provides for a withholding tax rate of 10 percent on dividends and interest that PT Freeport Indonesia and PT Indocopper Investama pay to their parent company, FCX. Prior to 2005, we also incurred a U.S. alternative minimum tax at an effective rate of two percent based primarily on consolidated income, net of smelting and refining results. As a result of the enactment of the American Jobs Creation Act of 2004, the 90 percent limitation on the use of foreign tax credits to offset the U.S. federal alternative minimum tax liability has been repealed effective January 1, 2005. The removal of this limitation will reduce our U.S. federal taxes beginning in 2005. In 2004, our U.S. federal alternative minimum tax liability totaled $8.2 million. We currently record no income taxes at Atlantic Copper, which is subject to taxation in Spain, because it has not generated significant taxable income in recent years and has substantial tax loss carryforwards for which we have provided no net financial statement benefit. We receive no consolidated tax benefit from these losses because they cannot be used to offset PT Freeport Indonesia’s profits in Indonesia.Indonesia, but can be utilized to offset Atlantic Copper’s future profits.

Parent company costs consist primarily of interest, depreciation and amortization, and general and administrative expenses. We receive minimal, if any, tax benefit from these costs, including interest expense, primarily because our parent company normally generates no taxable income from U.S. sources. As a result, our provision for income taxes as a percentage of our consolidated income before income taxes and minority interests will vary as PT Freeport Indonesia’s income changes, absent changes in Atlantic Copper and parent company costs. Summaries of the approximate significant components of the calculation of our consolidated provision for income taxes are shown below (in thousands, except percentages).

Three Months Ended Nine Months Ended Three Months Ended 
September 30, September 30, March 31, 
2005 2004 2005 2004 2006 2005 
Mining and exploration segment operating incomea
$449,248 $181,896 $1,268,335 $291,427 $447,527 $428,307 
Mining and exploration segment interest expense, net (5,342) (5,133) (16,966) (16,346) (3,273) (5,727)
Intercompany operating profit (deferred) recognized (1,904) (15,056) (17,124) 23,563 
Intercompany operating profit recognized (deferred) 74,211  (63,570)
Income before taxes 442,002  161,707  1,234,245  298,644  518,465  359,010 
Indonesian corporate income tax rate (35%) plus U.S.            
alternative minimum tax rate (2%) for 2004 35% 37% 35% 37%
Indonesian corporate income tax rate 35% 35%
Corporate income taxes 154,701  59,832  431,986  110,498  181,463  125,654 
                  
Approximate PT Freeport Indonesia net income 287,301  101,875  802,259  188,146  337,002  233,356 
Withholding tax on FCX’s equity share 9.064% 9.064% 9.064% 9.064% 9.064% 9.064%
Withholding taxes 26,041  9,234  72,717  17,054  30,546  21,151 
                  
PT Indocopper Investama corporate income tax 9,840  3,005  30,921  3,005  5,623  14,124 
Other, net (3,870) (728) 3,800  (2,663) 4,090  3,099 
FCX consolidated provision for income taxes$186,712 $71,343 $539,424 $127,894 $221,722 $164,028 
                  
FCX consolidated effective tax rate 48% 63% 48% b  43% 50%
                  
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a.  Excludes charges for the in-the-money value of FCX stock option exercises, which are eliminated in consolidation, totaling $16.7$56.0 million for the 2006 quarter and $16.8 million for the 2005 quarter, $2.4 million for the 2004 quarter, $34.1 million for the 2005 nine-month period and $69.3 million for the 2004 nine-month period.
b.  Rate is not meaningful given the small amount of consolidated income before taxes and minority interests for the 2004 nine-month period.quarter.

RESULTS OF OPERATIONS

We have two operating segments: “mining and exploration” and “smelting and refining.” The mining and exploration segment consists of our Indonesian activities including PT Freeport Indonesia’s copper and gold mining operations, Puncakjaya Power’s power generating operations (after eliminations with PT Freeport Indonesia) and our Indonesian exploration activities, including those of Eastern Minerals. The smelting and refining segment includes Atlantic Copper’s operations in Spain and PT Freeport Indonesia’s equity investment in PT Smelting. Summary comparative operating income (loss) data by segment follow (in millions):

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Third Quarter Nine Months First Quarter 
2005 2004 2005 2004 2006 2005 
Mining and explorationa
$432.6 $179.5 $1,234.2 $222.2 $391.5 $411.5 
Smelting and refining 17.2  (11.6) 15.6  (62.5) 13.5  (1.6)
Intercompany eliminations and othera, b
 9.8  (19.3) (2.2) 77.0  126.8  (52.3)
FCX operating income$459.6 $148.6 $1,247.6 $236.7 $531.8 $357.6 
                  
a.  Includes charges to the mining and exploration segment for the in-the-money value of FCX stock option exercises which are eliminated in consolidation totaling $16.7$56.0 million in the 2006 quarter and $16.8 million in the 2005 quarter, $2.4 million in the 2004 quarter, $34.1 million for the 2005 nine-month period and $69.3 million for the 2004 nine-month period.quarter.
b.  We defer recognizing profits on PT Freeport Indonesia’s sales to Atlantic Copper and on 25 percent of PT Freeport Indonesia’s sales to PT Smelting until their sales of final products to third parties. Changes in the amount of these deferred profits impacted operating income by $(1.9)$74.2 million in the third2006 quarter of 2005, $(15.1)and $(63.6) million in the third quarter of 2004, $(17.1) million in the first nine months of 2005 and $23.6 million in the first nine months of 2004.quarter. Our consolidated earnings can fluctuate materially depending on the timing and prices of these sales. At September 30, 2005,March 31, 2006, our deferred profits to be recognized in future periods’ operating income totaled $98.0$148.4 million, $52.0$78.7 million to net income, after taxes and minority interest sharing.

MINING AND EXPLORATION

PT Freeport Indonesia Operating Results

  Third Quarter Nine Months   First Quarter 
  2005 2004 2005 2004   2006  2005 
PT Freeport Indonesia Operating Data, Net of Rio Tinto’s Interest
PT Freeport Indonesia Operating Data, Net of Rio Tinto’s Interest
      
PT Freeport Indonesia Operating Data, Net of Rio Tinto’s Interest
    
Copper (recoverable)                 
Production (000s of pounds)  344,500 256,400 982,400 572,800   221,300  335,600 
Production (metric tons)  156,300 116,300 445,600 259,800   100,400  152,200 
Sales (000s of pounds)  346,300 261,900 988,100 572,400   225,200  328,100 
Sales (metric tons)  157,100 118,800 448,200 259,600   102,100  148,800 
Average realized price per pound  $1.73 $1.34 $1.67 $1.31   $2.43  $1.51 
Gold (recoverable ounces)                 
Production  472,100 337,000 1,672,800 827,200   461,800  609,400 
Sales  475,000 350,000 1,686,700 824,900   472,500  595,300 
Average realized price per ounce  $445.79 $398.89 $431.88 $396.33   $405.54
a
 $426.74 
          
PT Freeport Indonesia, 100% Aggregate Operating Data
        
Ore milled (metric tons per day)  216,300 194,000 209,200 170,100 
Average ore grade          
Copper (percent)  1.06 .83 1.06 .73 
Gold (grams per metric ton)  1.16 .79 1.40 .73 
Recovery rates (percent)          
Copper  87.8 87.8 88.3 87.1 
Gold  80.6 81.3 82.5 81.4 
Copper (recoverable)          
Production (000s of pounds)  394,700 275,900 1,134,200 623,800 
Production (metric tons)  179,100 125,200 514,500 283,000 
Sales (000s of pounds)  396,600 282,000 1,140,500 622,900 
Sales (metric tons)  179,900 127,900 517,300 282,500 
Gold (recoverable ounces)          
Production  590,700 358,600 2,082,000 873,500 
Sales  594,400 372,300 2,096,200 872,000 

a.   Amount was $556.00 before a loss resulting from redemption of FCX’s Gold-Denominated Preferred Stock, Series II.

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   First Quarter 
   2006  2005 

        
PT Freeport Indonesia, 100% Aggregate Operating Data
       
Ore milled (metric tons per day)  216,800  199,400 
Average ore grade       
Copper (percent)  0.72  1.14 
Gold (grams per metric ton)  0.92  1.62 
Recovery rates (percent)       
Copper  82.5  89.6 
Gold  80.6  82.7 
Copper (recoverable)       
Production (000s of pounds)  246,600  390,300 
Production (metric tons)  111,900  177,000 
Sales (000s of pounds)  251,300  381,400 
Sales (metric tons)  114,000  173,000 
Gold (recoverable ounces)       
Production  470,700  763,900 
Sales  486,300  743,200 
        
PT Freeport Indonesia Revenues

Third-quarterA summary of changes in PT Freeport Indonesia revenues between the periods follows (in millions):

 2006 
PT Freeport Indonesia revenues - prior year period$687.4 
Price realizations:   
Copper 206.4 
Gold (10.0)
Sales volumes:   
Copper (155.7)
Gold (52.4)
Adjustments, primarily for copper pricing on prior year   
open sales 128.5 
Treatment charges, royalties and other (7.4)
PT Freeport Indonesia revenues - current year period$796.8 
    
As anticipated, PT Freeport Indonesia mined lower grade ore and reported lower production and sales in the first quarter of 346.32006, compared with the 2005 period. Copper and gold sales totaled 225.2 million pounds of copper and 475,000472.5 thousand ounces of gold were lower than previous estimates of 380 million pounds and 575,000 ounces. Third quarter mining activities included the mining of overburden and low-grade material that will enable large-scale production of high-grade ore during the fourth quarter and the subsequent continuation of the previously announced long-term mine plan for the Grasberg operations, resulting in reduced mining rates in the “6 South” high grade sectionfirst quarter of the Grasberg open pit and lower than expected ore grades. Production was also affected by an extension to a planned maintenance shutdown2006, compared with sales of one of PT Freeport Indonesia’s semi-autogenous grinding mills. PT Freeport Indonesia expects fourth quarter operations will benefit from more flexible mining set-ups and access to higher grade material, allowing PT Freeport Indonesia to offset the third quarter shortfall substantially. Fourth-quarter sales are expected to approximate 480328.1 million pounds of copper and 1.1 million595.3 thousand ounces of gold.gold in the 2005 period.

Mill throughput, which varies depending on ore types being processed, averaged 216,300216,800 metric tons of ore per day in the thirdfirst quarter of 2005, 194,000 metric tons of ore in the third quarter of 2004, 209,2002006, compared with 199,400 metric tons of ore in the first nine monthsquarter of 2005 and 170,100 metric tons of ore2005. First-quarter mill rates were impacted by an approximate four-day interruption in the first nine months of 2004.February 2006 associated with protests by illegal miners. Mill rates in the third quarter of 2005 were negatively affected by mill maintenance activities as discussed above. Mill rateswill vary during 2006 depending on ore types mined and are projectedexpected to average in excess ofover 220,000 metric tons of ore per day during the fourth quarterremainder of 2005. 2006. Operations were temporarily suspended for an approximate four-day period in February 2006 when illegal miners (“gold panners”) blocked a road leading to our mill. While this situation was resolved peacefully by Indonesian government authorities, we continue to work with the government to resolve the legal and security concerns presented by the increased presence of gold panners in our area of operations.
Approximate average daily throughput processed at our mill facilities from each of our producing mines follows (metric tons of ore per day):

Third Quarter Nine Months First Quarter 
2005 2004 2005 2004 2006 2005 
Grasberg open pit174,500 150,800 167,200 125,400 173,000 157,300 
Deep Ore Zone underground mine41,800 43,200 42,000 44,700 43,800 42,100 
Total mill throughput216,300 194,000 209,200 170,100 216,800 199,400 
    

Third-quarter 2005First-quarter 2006 copper ore grades averaged 1.060.72 percent, compared with 0.831.14 percent for the thirdfirst quarter of 2004. Third-quarter 20052005. First-quarter 2006 copper recovery rates were 87.8averaged 82.5 percent, approximatingcompared with 89.6 percent for the year-ago period. For the thirdfirst quarter of 2005, gold2005. Gold ore grades averaged 1.160.92 grams per metric ton (g/t), in the first quarter of 2006, compared with 0.791.62 g/t for the thirdfirst quarter of 2004. Gold2005. First-quarter 2006 gold recovery rates averaged 80.6 percent, for the third quarter of 2005, compared with 81.382.7 percent for the thirdfirst quarter of 2004. The 20052005. First-quarter 2006 ore grades and recoveries from copper and gold reflect the return to normalexpected mining operations at Grasberg, including accessing higherof lower grade material compared with the extraordinarily high grades mined in accordance2005. Average ore grades are expected to be higher in the second half of 2006 than in the first half of 2006 with our mine plan.the highest grades expected to be mined in the fourth quarter.

Production from the Deep Ore Zone (DOZ) underground mine averaged 41,80043,800 metric tons of ore per day in the thirdfirst quarter of 2005,2006, representing 1920 percent of mill throughput as itthroughput. DOZ continued to perform above design capacity of 35,000 metric tons of ore per day. PT Freeport Indonesia is expanding the capacity of the DOZ underground operation to a sustained rate of 50,000 metric tons per day with the installation of a second crusher and additional ventilation, which are expected to be completed by 2007. PT Freeport Indonesia’s share of capital expenditures for the DOZ expansion totaled $9.2approximately $4 million in the first nine monthsquarter of 20052006 and is expected to approximate $37 million through the projected 2007 ramp-up, with approximately $7.5$16 million estimated for the fourth quarter of 2005.2006. The DOZ mine, a block cave operation, is one of the world’s largest underground mines.

In 2004, PT Freeport Indonesia commenced its “Common Infrastructure” project, which will provide access to its large undeveloped underground ore bodies located in the Grasberg minerals district through a tunnel system located approximately 400 meters deeper than its existing underground tunnel system. In addition to providing access to our underground ore bodies, the tunnel system will enable PT Freeport Indonesia to conduct future exploration in prospective areas associated with currently identified ore bodies. PT Freeport Indonesia’s share of capital expenditures for its Common Infrastructure project totaled $13.1approximately $3 million in the first nine monthsquarter of 20052006 and is estimated to total approximately $5$6 million for the fourth quarter of 2005.in 2006. The Common Infrastructure project is progressing according to plan. Work on the Grasberg underground ore body is scheduled to begin in 2006 with projected capital expenditures of approximately $21 million.

PT Freeport Indonesia is also proceeding with plans to develop Big Gossan, a high-grade deposit located near the existing milling complex. Our Board of Directors has approved this project and aggregate capital expenditures from 20062005 to 2009 for Big Gossan are expected to total approximately $225 million ($195 million net to PT Freeport Indonesia, with approximately $50 million in 2006). PT Freeport Indonesia’s share of capital expenditures for Big Gossan totaled approximately $14 million in the first quarter of 2006. Production is expected to ramp up to 7,000 metric tons per day by 2010 (average annual aggregate incremental production of 135 million pounds of copper and 65,000 ounces of gold, with PT Freeport Indonesia receiving 60 percent of these amounts). The Big Gossan mine is expected to bebeing developed as an open-stope mine with cemented backfill, which is aan established mining methodology expected to be higher-cost mining method than the block-cave method used at the DOZ mine.

19

PT Freeport Indonesia Revenues

A summaryIndonesia’s share of changes in PT Freeport Indonesia revenues between the periods follows (in millions):
 Third Nine 
 Quarter Months 
PT Freeport Indonesia revenues - prior year period$447.9 $965.9 
Sales volumes:      
Copper 113.1  545.0 
Gold 49.9  341.5 
Price realizations:      
Copper 134.3  358.7 
Gold 22.3  60.0 
Adjustments, primarily for copper pricing on prior period open sales 46.1  (1.5)
Treatment charges, royalties and other (42.4) (132.6)
PT Freeport Indonesia revenues - current year period$771.2 $2,137.0 
       
PT Freeport Indonesia achieved significantly higher productionfirst-quarter 2006 sales of 225.2 million pounds of copper and sales volumes in the472.5 thousand ounces of gold, was approximately 15 million pounds below previous estimates for copper and 132.5 thousand ounces above previous estimates for gold. First-quarter 2005 periods compared with the 2004 periods, reflecting higher ore grades and milling rates than the 2004 periods. Copper sales volumes totaled 346.3328.1 million pounds in the third quarter of 2005, 32copper and 595.3 thousand ounces of gold. Realized copper prices improved by 61 percent higher than the 261.9 million pounds reported in the third quarterto an average of 2004. Third-quarter 2005 copper price realizations of $1.73 per pound were $0.39 per pound higher than the third-quarter 2004 realizations of $1.34 per pound. Gold sales volumes totaled 475,000 ounces in the third quarter of 2005, 36 percent higher than the 350,000 ounces reported in the third quarter of 2004. Gold price realizations of $445.79 per ounce in the third quarter of 2005 were nearly $47 an ounce higher than third-quarter 2004 realizations of $398.89 per ounce. For the nine-month periods, copper sales volumes totaled 988.1 million pounds in 2005, nearly 73 percent more than the 572.4 million pounds in 2004, and gold sales volumes totaled 1,686,700 ounces, more than double the 824,900 ounces in 2004. Copper price realizations of $1.67$2.43 per pound in the first nine monthsquarter of 2005 were $0.36 per pound higher than the 2004 period realizations of $1.31 per pound. Gold price realizations of $431.88 per ounce2006 from $1.51 in the first nine monthsquarter of 2005 were almost $36 an
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2005. Realized gold prices in the first quarter of 2006 averaged $405.54 per ounce; including a reduction of $150.46 per ounce higher than 2004 period realizationsfor revenue adjustments associated with the redemption of $396.33 per ounce.our Gold-Denominated Preferred Stock, Series II; compared to $426.74 in the first quarter of 2005.

Treatment charges vary with the volume of metals sold and the price of copper, and royalties vary with the volume of metals sold and the prices of copper and gold. In addition, treatment charges vary based on PT Freeport Indonesia’s customer mix as sales to PT Smelting are subject to a minimum rate (see below). Market rates for treatment and refining charge rates began to increase significantly in late 2004, and PT Freeport Indonesia expects its average 2005 rate to slightly exceed its average 2004 rate.2004. Royalties totaled $20.3 million in the third quarter of 2005 and $56.9$19.9 million in the first nine monthsquarter of 20052006, compared with $11.6 million in the third quarter of 2004 and $24.3$18.8 million in the first nine monthsquarter of 2004,2005, reflecting higher metal prices partly offset by lower sales volumes and metal prices.volumes.

Substantially all of PT Freeport Indonesia’s concentrate sales contracts provide final copper pricing in a specified future period based on prices quoted on the LME. PT Freeport Indonesia records revenues and invoices its customers based on LME prices at the time of shipment. Under accounting rules, these terms create an “embedded derivative” in our concentrate sales contracts which must be adjusted to fair value through earnings each period until the date of final copper pricing. PT Freeport Indonesia’s third-quarter 2005first-quarter 2006 revenues include net additions of $74.7$184.6 million for adjustments to the fair value of embedded copper derivatives in concentrate sales contracts, compared with $41.8$25.7 million in the thirdfirst quarter of 2004. PT Freeport Indonesia’s nine-month 2005 revenues included net additions of $96.8 million for adjustments to the fair value of embedded derivatives in concentrate sales contracts, compared with $41.0 million in the 2004 period.2005.

PT Freeport Indonesia expects its share of sales to approximate 1.47 billion pounds of copper and 2.8 million ounces of gold for 2005. PT Freeport Indonesia expects its fourth-quarter operations to benefit from access to higher grade material and more flexible set-ups for its mining equipment in the high-grade areas of the Grasberg mine than in the third quarter, which we currently anticipate would allow PT Freeport Indonesia to generate sales estimated to approximate 480 million pounds of copper and 1.1 million ounces of gold, 39 percent more than third-quarter copper sales and more than twice the third quarter gold sales. Achieving this high level of production and sales is dependent, among other factors, on the successful operations of PT Freeport Indonesia production facilities and systems, and sales volumes could be reduced if year-end weather conditions or other factors delay concentrate loading operations, which would defer sales volumes to 2006.
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PT Freeport Indonesia has long-term contracts to provide approximately 60 percent of Atlantic Copper’s copper concentrate requirements at market prices and nearly all of PT Smelting’s copper concentrate requirements. Under the PT Smelting contract, for the firstpast 15 years of PT Smelting’s operations beginning December 1998, the treatment and refining charges on the majority of the concentrate PT Freeport Indonesia provides will not fall below specified minimum rates, subject to renegotiation in 2008. The rate was $0.23 per pound during the period from the commencement of PT Smelting’s operations in 1998 until April 2004, when it declined to a minimum of $0.21 per pound. MarketPT Smelting’s rates for 2005, excluding price participation, under long-term contracts settled in late 2004 approximate $0.21 per pound. Including price participation at current copper prices of approximately $1.86 per pound, PT Smelting’s rates2006 are expected to exceed the minimum $0.21 per pound (see “Smelting and Refining”). Current rates are substantially higher than the minimum rate.

PT Freeport Indonesia Costs

Gross profit (loss) per pound of copper (¢)/per ounce of gold and silver ($):
    
Three Months Ended September 30, 2005
            
Pounds of copper sold (000s) 346,300  346,300       
Ounces of gold sold       475,000    
Ounces of silver sold          1,065,500 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below 172.8¢ 172.8¢ $445.79  $5.25 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 70.6
a
 51.7
b
 133.52
b
 2.09
b
Gold and silver credits (62.9) -  -  - 
Treatment charges 24.9  18.2  47.06  0.74 
Royalty on metals 5.9  4.3  11.11  0.17 
Unit net cash costsc
 38.5  74.2  191.69  3.00 
Depreciation and amortization 14.8  10.8  27.92  0.44 
Noncash and nonrecurring costs, net 0.7  0.5  1.35  0.02 
Total unit costs 54.0  85.5  220.96  3.46 
Revenue adjustments, primarily for pricing            
on prior period open sales and silver hedging 17.8  19.3  (2.90) (2.95)
PT Smelting intercompany profit elimination (0.9) (0.7) (1.69) (0.03)
Gross profit (loss) per pound/ounce 135.7¢ 105.9¢ $220.24  $(1.19)
             
Three Months Ended September 30, 2004
            
Pounds of copper sold (000s) 261,900  261,900       
Ounces of gold sold       350,000    
Ounces of silver sold          837,800 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below 134.0¢ 134.0¢ $398.89  $5.25 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 75.1
d
 53.0
e
 158.95
e
 2.49
e
Gold and silver credits (55.4) -  -  - 
Treatment charges 19.6  13.9  41.52  0.65 
Royalty on metals 4.4  3.1  9.38  0.15 
Unit net cash costsc
 43.7  70.0  209.85  3.29 
Depreciation and amortization 17.6  12.4  37.29  0.58 
Noncash and nonrecurring costs, net 0.9  0.6  1.81  0.03 
Total unit costs 62.2  83.0  248.95  3.90 
Revenue adjustments, primarily for pricing            
on prior period open sales and silver hedging 5.7  6.1  0.89  (0.70)
PT Smelting intercompany profit elimination (0.2) (0.1) (0.42) (0.01)
Gross profit per pound/ounce 77.3¢ 57.0¢ $150.41  $0.64 
             
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Gross Profit per Pound of Copper (¢)/per Ounce of Gold and Silver ($)
 
  
Three Months Ended March 31, 2006
            
Pounds of copper sold (000s) 225,200  225,200       
Ounces of gold sold       472,500    
Ounces of silver sold          707,100 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below 242.9¢ 242.9¢ $405.54
a
 $9.76 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 122.1  79.6  197.43  3.62 
Gold and silver credits (129.0) -  -  - 
Treatment charges 37.1
b
 24.2
c
 60.05
c
 1.10
c
Royalty on metals 8.9  5.8  14.31  0.26 
Unit net cash costsd
 39.1  109.6  271.79  4.98 
Depreciation and amortization 15.0  9.8  24.25  0.44 
Noncash and nonrecurring costs, net 5.2  3.4  8.38  0.15 
Total unit costs 59.3  122.8  304.42  5.57 
Revenue adjustments, primarily for pricing on            
prior period open sales 28.0
e
 58.7  47.03  1.20 
PT Smelting intercompany profit recognized 9.2  6.0  14.95  0.27 
Gross profit per pound/ounce 220.8¢ 184.8¢ $163.10  $5.66 
             
a.  NetAmount was $556.00 before a loss resulting from redemption of deferred mining costs totaling $15.8FCX’s Gold-Denominated Preferred Stock, Series II.
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b.  Includes $10.1 million or 4.6¢4.5 cents per pound. Upon adoption of Emerging Issues Task Force (EITF) Issue No. 04-6 (EITF 04-6) (see Note 1 of Notespound for adjustments to Consolidated Financial Statements), mining costs will no longer be deferred.December 31, 2005 concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005.
b.c.  Net of deferred mining costs totaling $11.6Includes $6.6 million or 3.3¢2.9 cents per pound for copper, $4.1$3.4 million or $8.63$7.25 per ounce for gold and $0.1 million or $0.14$0.13 per ounce for silver. See Note a above.silver for adjustments to December 31, 2005 concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005.
c.d.  For a reconciliation of unit net cash costs to production and delivery costs applicable to sales reported in FCX’s consolidated financial statements refer to “Product Revenues and Production Costs” below.
d.   Net of deferred mining costs totaling $23.7 million or 9.0¢ per pound. See Note a above.Costs.”
e.  Net of deferred mining costs totaling $16.7Includes a $69.0 million or 6.4¢30.6 cents per pound for copper, $6.7 million or $19.14 per ounce for gold and $0.3 million or $0.30 per ounce for silver. See Note a above.loss on the redemption of FCX’s Gold-Denominated Preferred Stock, Series II.

Gross profit per pound of copper (¢)/per ounce of gold and silver ($):
    
Nine Months Ended September 30, 2005
            
Pounds of copper sold (000s) 988,100  988,100       
Ounces of gold sold       1,686,700    
Ounces of silver sold          3,393,500 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below 167.4¢ 167.4¢ $431.88  $5.59 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 66.7
a
 45.9
b
 117.63
b
 1.93
b
Gold and silver credits (75.8) -  -  - 
Treatment charges 22.8  15.7  40.26  0.66 
Royalty on metals 5.8  4.0  10.15  0.17 
Unit net cash costsc
 19.5  65.6  168.04  2.76 
Depreciation and amortization 14.4  9.9  25.40  0.42 
Noncash and nonrecurring costs, net 0.5  0.4  0.94  0.02 
Total unit costs 34.4  75.9  194.38  3.20 
Revenue adjustments, primarily for pricing            
on prior period open sales and silver hedging 1.6  2.1  (1.80) 0.01 
PT Smelting intercompany profit elimination (0.3) (0.2) (0.56) (0.01)
Gross profit per pound/ounce 134.3¢ 93.4¢ $235.14  $2.39 
             
Nine Months Ended September 30, 2004
            
Pounds of copper sold (000s) 572,400  572,400       
Ounces of gold sold       824,900    
Ounces of silver sold          2,216,000 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below 131.1¢ 131.1¢ $396.33  $5.54 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 90.9
d
 62.6
e
 188.09
e
 2.99
e
Gold and silver credits (59.6) -  -  - 
Treatment charges 20.7  14.3  42.94  0.68 
Royalty on metals 4.2  2.9  8.80  0.14 
Unit net cash costsc
 56.2  79.8  239.83  3.81 
Depreciation and amortization 16.9  11.6  34.98  0.56 
Noncash and nonrecurring costs, net 0.9  0.6  1.88  0.03 
Total unit costs 74.0  92.0  276.69  4.40 
Revenue adjustments, primarily for pricing            
on prior period open sales and silver hedging 2.9  3.2  0.35  0.12 
PT Smelting intercompany profit elimination (0.4) (0.3) (0.89) (0.01)
Gross profit per pound/ounce 59.6¢ 42.0¢ $119.10  $1.25 
             
22

Three Months Ended March 31, 2005
            
Pounds of copper sold (000s) 328,100  328,100       
Ounces of gold sold       595,300    
Ounces of silver sold          1,270,300 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below 151.3¢ 151.3¢ $426.74  $7.04 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 58.9
a
 38.8
b
 107.20
b
 1.82
b
Gold and silver credits (79.3) -  -  - 
Treatment charges 21.8  14.3  39.63  0.67 
Royalty on metals 5.7  3.8  10.41  0.18 
Unit net cash costsc
 7.1  56.9  157.24  2.67 
Depreciation and amortization 14.3  9.4  26.02  0.44 
Noncash and nonrecurring costs, net 0.2  0.1  0.29  - 
Total unit costs 21.6  66.4  183.55  3.11 
Revenue adjustments, primarily for pricing on            
prior period open sales 6.4  6.4  (5.10) 0.11 
PT Smelting intercompany profit elimination (0.8) (0.5) (1.43) (0.02)
Gross profit per pound/ounce 135.3¢ 90.8¢ $236.66  $4.02 
             
a.   Net of deferred mining costs totaling $68.6$32.2 million or 6.9¢9.8 cents per pound. UponFollowing adoption of EITF 04-6 on January 1, 2006 (see Note 1 of Notes to Consolidated Financial Statements)3 and “New Accounting Standards”), miningstripping costs willare no longer be deferred.
b.   Net of deferred mining costs totaling $47.3$21.2 million or 4.8¢6.5 cents per pound for copper, $20.7$10.6 million or $12.25$17.86 per ounce for gold and $0.7$0.4 million or $0.20$0.30 per ounce for silver. Seesilver (see Note a above.above).
c.   For a reconciliation of unit net cash costs to production and delivery costs applicable to sales reported in FCX’s consolidated financial statements refer to “Product Revenues and Production Costs” below.
d.   Net of deferred mining costs totaling $81.4 million or 14.2¢ per pound. See Note ad above.
e.   Net of deferred mining costs totaling $56.1 million or 9.8¢ per pound for copper, $24.3 million or $29.43 per ounce for gold and $1.0 million or $0.47 per ounce for silver. See Note a above.

Unit Net Cash Cost
We present gross profit per pound of copper using both a “by-product” method and a “co-product” method. We use the by-product method in our presentation of gross profit per pound of copper because (1) the majority of our revenues are copper revenues, (2) we produce and sell one product, concentrates, which contains all three metals,copper, gold and silver, (3) it is not possible to specifically assign our costs to revenues from the copper, gold and silver we produce in concentrates, (4) it is the method used to compare mining operations in certain industry publications and (5) it is the method used by our management and our Board of Directors to monitor our operations. In the co-product method presentation, costs are allocated to the different products based on their relative revenue values, which will vary to the extent our metals sales volumes and realized prices change.

Because of the fixed nature of a large portion of our costs, unit costs vary significantly from period to period depending on volumes of copper and gold sold during the period. In addition, we have experienced significant increases in our production costs in recent years primarily as a result of higher energy costs and costs of other consumables, changes in currency exchange rates, higher mining costs and milling rates, labor costs and other factors. Our
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energy costs, which approximate 2022 percent of PT Freeport Indonesia’s production costs, primarily include purchases of 100 million gallons of diesel per year of diesel and 650,000 metric tons of coal per year of coal.year. Diesel prices have risen by more than 100120 percent since 2002 and our coal costs are approximately 40 percent higher. The costs of other consumables, including steel and reagents, also have increased. Our costs have been affected by the stronger Australian dollar against the U.S. dollar (approximately 40 percent increase since the beginning of 2003), which comprise approximately 1815 percent of PT Freeport Indonesia’s production costs. We are pursuing cost reduction initiatives to mitigate the impacts of these increases.

LowerHigher unit site production and delivery costs in the first quarter of 2006, compared with the first quarter of 2005, periodsprimarily reflected significantly higherthe anticipated lower sales volumes resulting from higher ore grades andmine sequencing in the primarily fixed natureGrasberg open pit, the impact of a large portion of PT Freeport Indonesia’s cost structure. Unit site production and delivery costs are net of deferred mining costs, which will no longer be deferred and are expected to be charged to cost of sales as incurred upon adoption ofadopting EITF 04-6 (see Note 1 of Notes to Consolidated Financial Statementsa above, Note 3 and “New Accounting Standards” below). PT Freeport Indonesia’s third-quarter 2005 overburden-to-ore ratio averaged 3.1 to 1, compared with a life-of-mine average ratio of 2.4 to 1. PT Freeport Indonesia’s overburden-to-ore ratio is expected to average approximately 2.8 to 1 in the fourth quarter.) and higher input costs, including energy.

Unit treatment charges vary with the price of copper, and unit royalty ratescosts vary with prices of copper and gold. In addition, treatment charges vary based on PT Freeport Indonesia’s customer mix. The copper royalty rate payable by PT Freeport Indonesia under its Contract of Work varies from 1.5 percent of copper net revenue at a copper price of $0.90 or less per pound to 3.5 percent at a copper price of $1.10 or more per pound. The Contract of Work royalty rate for gold and silver sales is 1.0 percent.

In connection with our fourth concentrator mill expansion completed in 1998, PT Freeport Indonesia agreed to pay the Government of Indonesia additional royalties (royalties not required by the Contract of Work) to provide further support to the local governments and the people of the Indonesian province of Papua (see Note 1 in FCX’s 2004our 2005 Annual Report on Form 10-K). The additional royalties are paid on metal from production from PT Freeport Indonesia’s milling facilities above 200,000 metric tons of ore per day. PT Freeport Indonesia’s royalty rate on copper net revenues from production above 200,000 metric tons of ore per day is double the Contract of Work royalty rate, and the royalty rates on gold and silver sales from production above 200,000 metric tons of ore per day are triple the Contract of Work royalty rates.

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As a result of higher projected copper and gold sales volumes, we expect our total 2005First-quarter 2006 royalty costs totaled $19.9 million, including a $1.4 million final adjustment related to increase2005 sales, compared with 2004 royalty costs of $43.5 million.$18.8 million in the first quarter of 2005. Additional royalties, discussed above, totaled $1.9 million in the 2005 quarter and none in 2006. If copper prices average $1.75$2.25 per pound and gold prices average $465$550 per ounce during the fourth quarterremainder of 2005,2006, we would expect royalty costs to total approximately $100$74 million ($0.07 per pound of copper) for 2005, including approximately $17 million for the additional royalties.remainder of 2006. These estimates assume 20052006 sales volumes of 1.471.3 billion pounds of copper and 2.81.7 million ounces of gold.

As a result of the higherlower copper production and sales volumes in the 2005 periods,first quarter of 2006, PT Freeport Indonesia’s unit depreciation rate decreasedincreased compared with the 2004 periods.2005 quarter. Because certain assets are depreciated on a straight-line basis, the unit rate will vary with the level of copper production and sales.

PT Freeport Indonesia has a labor agreement covering its hourly paid Indonesian employees, the key provisions of which are renegotiated biannually. The labor agreement was scheduled to expire on September 30, 2005. In June 2005, PT Freeport Indonesia and its workers agreed to terms for a new labor agreement that expires in September 2007. PT Freeport Indonesia’s relations with the workers’ union have generally been satisfactory.

Unit Net Cash Cost:Costs: By-Product Method
- Unit net cash costs per pound of copper calculated using a by-product method is a measure intended to provide investors with information about the cash generating capacity of our mining operations expressed on a basis relating to our primary metal product, copper. PT Freeport Indonesia uses this measure for the same purpose and for monitoring operating performance by its mining operations. This information differs from measures of performance determined in accordance with generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance determined in accordance with generally accepted accounting principles. This measure is presented by other copper and gold mining companies, although our measures may not be comparable to similarly titled measures reported by other companies.

Unit site production and delivery costs in the thirdfirst quarter of 20052006 averaged $0.71$1.22 per pound of copper, $0.04$0.63 per pound lowerhigher than the $0.75$0.59 reported in the thirdfirst quarter of 2004.2005. Unit site production and delivery costs in the first nine months of 2005 averaged $0.67 per pound of copper, $0.24 per pound lower than the $0.91 reported in the third quarter of 2004. Unit site production and delivery costs in the 2005 periods benefited from higher copper sales volumes resulting from higher ore grades, but2006 were adversely affected by higher energythe anticipated lower copper sales volumes. In addition, PT Freeport Indonesia adopted EITF 04-6 and no longer defers stripping costs. First-quarter 2005 unit costs and costsbenefited from a $0.10 per pound deferral of other consumables, higher mining costs and milling rates, labor costs and other factors.stripping costs.

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Gold and silver credits averaged $0.63 per pound in the third quarter of 2005 and $0.76increased to $1.29 per pound in the first nine monthsquarter of 2005,2006, compared with $0.55 per pound in the third quarter of 2004 and $0.60$0.79 per pound in the first nine monthsquarter of 2004. The increases reflect higher gold sales2005, reflecting lower copper volumes and higher average realized prices.gold prices, before a loss resulting from redemption of FCX’s Gold-Denominated Preferred Stock, Series II, in the 2006 quarter. Treatment charges increased to $0.25 per pound in the third quarter of 2005 from $0.20 per pound in the third quarter of 2004, and to $0.23$0.37 per pound in the first nine monthsquarter of 20052006 from $0.21$0.22 per pound in the first nine monthsquarter of 20042005 primarily because of higher market rates and higher copper prices and higherincluding the effects of price participation under our concentrate sales agreements. In addition, unit treatment rates.charges include a $0.045 per pound adjustment to December 31, 2005 concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005. Royalties of $0.06$0.09 per pound in the 2005 periodsfirst quarter of 2006 were almost $0.02$0.03 per pound above the year-ago periods2005 period primarily because of higher copper and gold prices and sales volumes.prices.

Assuming fourth-quarter 20052006 average copper prices of $1.75$2.25 per pound for copper and $465average gold prices of $550 per ounce for gold,the remainder of 2006 and copper and goldachievement of current 2006 sales of 1.47 billion pounds and 2.8 million ounces for 2005,estimates, PT Freeport Indonesia estimates that its annual 20052006 unit net cash costs, including gold and silver credits, would approximate $0.07 per pound, net of deferred mining costs of $0.05$0.54 per pound. ForecastedEstimated unit net cash costs for 2006 are calculated onprojected to be higher than the same basis as2005 average, primarily because of lower 2006 copper and gold sales volumes, the historicalchange in the accounting treatment of stripping costs and higher market rates for treatment charges. Because the majority of PT Freeport Indonesia’s costs are fixed, unit costs.costs vary with the volumes sold and will therefore be higher during the second and third quarters of 2006 and lower during the fourth quarter compared to the projected annual average. Unit net cash costs for 20052006 would change by approximately $0.02$0.025 per pound for each $25 per ounce change in the average price of gold for the fourth quarter. Estimated unit cash costs for 2005 are projected to be significantly lower thanbalance of the 2004 average, primarily because of higher 2005 sales volumes, partially offset by increases in energy costs and costs of other consumables, higher mining costs and milling rates, labor costs and other factors.year.

Unit Net Cash Cost:Costs: Co-Product Method
- Using the co-product method, unit site production and delivery costs in the thirdfirst quarter of 20052006 averaged $0.52$0.80 per pound of copper, $0.01 per pound lower than the $0.53 reportedcompared with $0.39 in the third quarter of 2004. Unit site production and delivery costs in the first nine months of 2005 averaged $0.46 per pound of copper, $0.17 per pound lower than the $0.63 reported in the first nine months of 2004.period. For gold, unit site production and delivery costs in the thirdfirst quarter of 20052006 averaged $134$197 per ounce, $25 per ounce lower than the $159 reportedcompared with $107 in the third quarter of 2004. For gold, unit site production and delivery costs in the
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first nine months of 2005 averaged $118 per ounce, $70 per ounce lower than the $188 reported in the first nine months of 2004.period. As discussed above, unit site production and delivery costs in the 2005 periods benefited from higherfirst quarter of 2006 were impacted by the anticipated lower sales volumes resulting from higherlower ore grades but were adversely affected by higher energy costs and coststhe adoption of other consumables, higher mining costs and milling rates, labor costs and other factors. RoyaltiesEITF 04-6. Treatment charges per pound and per ounce were higher in the 2005 periodsfirst quarter of 2006 primarily because of higher market rates and copper prices. In addition, unit treatment charges include a $0.03 per pound adjustment for copper and a $7.25 per ounce adjustment for gold to December 31, 2005 concentrate sales volumessubject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005. Royalties per pound and realizedper ounce were also higher in the first quarter of 2006 because of higher copper and gold prices compared with the 2004 periods.2005 period.

Foreign Currency Exchange Risk
The functional currency for our operations in Indonesia and Spain is the U.S. dollar. All of our revenues and a significant portion of our costs are denominated in U.S. dollars; however, some costs and certain asset and liability accounts are denominated in Indonesian rupiah, Australian dollars or euros. Generally, our results are positively affected when the U.S. dollar strengthens in relation to those foreign currencies and adversely affected when the U.S. dollar weakens in relation to those foreign currencies.

One U.S. dollar was equivalent to 9,825 rupiah at December 31, 2005 and 9,066 rupiah at March 31, 2006. PT Freeport Indonesia recorded gains (losses) to production costs totaling $0.1 million in both of the 2005 periods, $(0.3) million in the thirdfirst quarter of 20042006 and $0.5$(0.4) million in the first nine monthsquarter of 20042005 related to its rupiah-denominated net monetary assets and liabilities. PT Freeport Indonesia’s labor costs are mostly rupiah denominated. At estimated aggregate annual rupiah payments of 1.41.6 trillion for operating costsand an exchange rate of 10,3069,066 rupiah to one U.S. dollar, the exchange rate as of September 30, 2005,March 31, 2006, a one-thousand-rupiah increase in the exchange rate would result in an approximate $12$18 million decrease in aggregate annual operating costs. A one-thousand-rupiah decrease in the exchange rate would result in an approximate $15$22 million increase in aggregate annual operating costs.

Approximately 15 percent of PT Freeport IndonesiaIndonesia’s total purchases certainof materials, supplies and suppliesservices are denominated in Australian dollars. The exchange rate was $0.73 to one Australian dollar at December 31, 2005, and $0.72 to one Australian dollar at March 31, 2006. At estimated annual aggregate Australian dollar payments of 225 million and an exchange rate of $0.72 to one Australian dollar, the exchange rate
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as of March 31, 2006, a $0.01 increase or decrease in the exchange rate would result in an approximate $2 million change in aggregate annual operating costs. The exchange rate at September 30, 2005 was $0.76 to one Australian dollar.

At times, PT Freeport Indonesia has entered into foreign currency forward contracts to hedge a portion of its aggregate anticipated Indonesian rupiah andand/or Australian dollar payments. As of September 30, 2005,March 31, 2006, PT Freeport Indonesia had foreign currency contracts to hedge 165.0 billion in rupiah payments, including costs for capital expenditures, or approximately 43 percent of aggregate projected rupiah payments for the fourth quarter of 2005, at an average exchange rate of 10,194 rupiah to one U.S. dollar. In the second quarter of 2005 and through July 2005, PT Freeport Indonesia entered into foreign currency contracts to hedge 735.0555.0 billion in rupiah payments, including certain rupiah-based capital expenditures, or approximately 4746 percent of aggregate projected rupiah payments for the remainder of 2006, at an average exchange rate of 10,08510,094 rupiah to one U.S. dollar. PT Freeport Indonesia accounts for these contracts as cash flow hedges.

Exploration Activities
PT Freeport Indonesia’s exploration efforts in 20052006 are focused on potentialtesting extensions of the Mill Level Zone (MLZ) and Deep MLZ deposits to the northwest, expansion of the Deep Grasberg and Kucing Liar resources,mine complex, the resource potential below the previously mined Ertsberg deposit and testing downward extensionsother targets in Block A, the existing producing area of the Dom deposit, which are expected to result in approximately $15 million ($10 million for our share) of exploration costs during 2005.Grasberg minerals district. We are continuingcontinue to assess the timing of resumption of suspended exploration activities in areas outside the existing producing area of the Grasberg mining district.Block A.

The Indonesian government previously approved suspensions of our field exploration activities outside of our current mining operations area, which have been in suspension in recent years due to safety and security issues and regulatory uncertainty relating to a possible conflict between our mining and exploration rights in certain forest areas and an Indonesian Forestry law enacted in 1999 prohibiting open-pit mining in forest preservation areas. The current suspensions were granted for one-year periods ending November 15, 2005,2006, for Eastern Minerals; February 26, 2006,2007, for Block B; and March 31, 2006,30, 2007, for PT Nabire Bakti Mining. Recent Indonesian legislation permits open-pit mining in PT Freeport Indonesia’s Block B area, subject to certain requirements. We are currently assessingcontinue to assess these requirements and security issues. The timing for our resumption of exploration activities in our Contract of Work areas outside of Block A depends on the resolution of these matters.
25


SMELTING AND REFINING
Our investment in smelters serves an important role in our concentrate marketing strategy. PT Freeport Indonesia generally sells approximately one-half of its concentrate production to its affiliated smelters, Atlantic Copper and PT Smelting, and the remainder to other customers. Treatment charges for smelting and refining copper concentrates represent a cost to PT Freeport Indonesia and income to Atlantic Copper and PT Smelting. Through downstream integration, we are assured placement of a significant portion of our concentrate production. Low smelter treatment and refining charges in recent years adversely affected the operating results of Atlantic Copper and benefited the operating results of PT Freeport Indonesia’s mining operations. Market rates for treatment and refining charges have increased significantly since late 2004 as worldwide smelter availability was insufficient to accommodate increased mine production. Higher treatment and refining charges benefit our smelter operations and adversely affect our mining operations. Taking into account taxes and minority ownership interests, an equivalent change in smelting and refining charge rates essentially offsetoffsets in our consolidated operating results.

Atlantic Copper Operating Results
      
(In Millions)First Quarter 
    2006 2005 
Third Quarter Nine Months 
(In Millions)2005 2004 2005 2004 
Gross profit (loss)$19.5 $(8.3)$23.8 $(53.1
)a
Gross profit$17.3 $1.5 
Add depreciation and amortization expense7.4 7.1 21.6 21.2 7.4 7.1 
Other1.5 0.4 3.6 4.4 (0.4)1.0 
Cash margin (deficit)$28.4 $(0.8)$49.0 $(27.5
)a
Cash margin$24.3 $9.6 
            
Operating income (loss) (in millions)$17.2 $(11.6
) 
$15.6 $(62.5)$13.5 $(1.6
Concentrate and scrap treated (metric tons)253,600 231,300 716,300 547,900 250,700 215,800 
Anodes production (000s of pounds)162,300 145,200 469,100 352,100 157,100 147,400 
Cathodes, wire rod and wire sales (000s of pounds)138,500 128,100 411,900 342,500 
Cathode cash unit cost per poundb
$0.16 $0.16 $0.17 $0.28 
Treatment rates per pound$0.29 $0.17 
Cathodes sales (000s of pounds)136,600 132,600 
Cathode cash unit cost per pounda
$0.20 $0.17 
Gold sales in anodes and slimes (ounces)176,400 72,200 422,600 249,000 245,600 67,300 
 
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a.Includes costs related to Atlantic Copper’s 51-day major maintenance turnaround totaling $27.5 million.
b.  For a reconciliation of cathode cash unit costscost per pound to production costs applicable to sales reported in FCX’s consolidated financial statements refer to “Product Revenues and Production Costs” below.

Atlantic Copper’s operating cash margin was $28.4 million in the third quarter of 2005, compared with a deficit of $0.8 million in the 2004 quarter, and $49.0$24.3 million in the first nine monthsquarter of 2005,2006, compared with a $27.5$9.6 million deficit in the first nine months of 2004. The deficit in the third quarter of 2004 was primarily because of low treatment charge rates and the deficit for the nine-month 2004 period also reflected Atlantic Copper’s major maintenance turnaround, which began in March 2004 and was completed in May 2004. Atlantic Copper reported operating income of $17.2 million for the third quarter of 2005 compared with operating losses of $11.6 million for the 2004 period. Atlantic Copper reported operating income of $15.6$13.5 million forin the first nine monthsquarter of 2005,2006, compared with an operating lossesloss of $62.5$1.6 million forin the first nine months of 2004.2005 period. The positive results in 2005 compared with 2004the 2006 period primarily reflect higher treatment charge rates and realized benefits from a recent cost reduction and operational enhancement effort, partially offset by higher energy costs. Thecharges. There are no planned major maintenance turnaround adversely affected costs and volumes resulting in impacts of approximately $40 million, including an approximate $12 million impact from lower volumes, on the nine-month 2004 period operating results and net income. Major maintenance turnarounds typically occur approximately every nine years foractivities scheduled at Atlantic Copper with significantly shorter term maintenance turnarounds occurring in the interim. Atlantic Copper has2006 and a 22-day maintenance turnaround currently scheduled for 2007.

Atlantic Copper treated 253,600250,700 metric tons of concentrate and scrap in the thirdfirst quarter of 2005,2006, compared with 231,300215,800 metric tons in the 2004 period. For the nine-month periods, concentrate and scrap treated totaled 716,300 metric tons in 2005 and 547,900 metric tons in 2004.period, which was affected by maintenance issues. Cathode production totaled 138.2129.4 million pounds and sales totaled 138.5136.6 million pounds during the thirdfirst quarter of 2005,2006, compared with cathode production of 131.0131.7 million pounds and sales of 128.1132.6 million pounds during the thirdfirst quarter of 2004. For the nine-month periods, cathode production totaled 407.7 million pounds and sales totaled 411.9 million pounds during 2005, compared with cathode production of 327.3 million pounds
26


and sales of 342.5 million pounds during 2004. Atlantic Copper’s cathode cash production costs per pound of copper averaged $0.16 in both of the third quarters of 2005 and 2004, $0.17 in the first nine months of 2005 and $0.28 in the first nine months of 2004. Unit costs in 2004 were adversely affected by lower production (third-quarter and nine-month periods) and higher costs from the scheduled maintenance turnaround (nine-month period).2005. Atlantic Copper’s treatment charges (including price participation), which are what PT Freeport Indonesia and third parties pay Atlantic Copper to smelt and refine concentrates, averaged $0.26 per pound during the third quarter of 2005 and $0.22$0.29 per pound during the first nine monthsquarter of 2005, compared with $0.152006 and $0.17 per pound during the 2004 periods. Excess smelter capacity, combined with limited copperfirst quarter of 2005. The significant increase in treatment charges in the 2006 period reflects higher market rates and $0.07 per pound ($0.03 per pound in the first quarter of 2005) for price participation under the terms of Atlantic Copper’s concentrate availability, resulted in historically low long-term treatmentpurchase and refining rates for the past several years. However, as discussed above, treatmentsales agreements. Treatment charge rates have increased significantly since late 2004 with increased mine production and higher copper prices. Assuming copper prices of $2.25 per pound for the remainder of 2006, Atlantic Copper expects these higher rates to benefit its fourth-quarter 2005 operations with its average rates at current copper prices projected to approximate $0.26approximately $0.32 per pound in 2006. Atlantic Copper’s cathode cash unit cost per pound of copper averaged $0.20 in the fourth quarter.first quarter of 2006 and $0.17 in the first quarter of 2005. Higher unit costs in the 2006 period reflect the impact of a higher 2006 gold payable factor in Atlantic Copper’s concentrate purchase and sales agreements.

We defer recognizing profits on PT Freeport Indonesia’s sales to Atlantic Copper and on 25 percent of PT Freeport Indonesia’s sales to PT Smelting until the final sales to third parties occur. Changes in these net deferrals resulted in reductionsan addition to our operating income totaling $1.9$74.2 million ($1.539.3 million to net income or $0.01$0.18 per diluted share) in the thirdfirst quarter of 2005,2006, compared with $15.1a reduction of $63.6 million ($7.734.2 million to net income or $0.04$0.17 per share) in the third quarter of 2004. Changes in these net deferrals reduced our operating income by $17.1 million ($10.0 million to net income or $0.05 perdiluted share) in the first nine monthsquarter of 2005 and increased our operating income by $23.6 million ($12.1 million to net income or $0.07 per share) in the first nine months of 2004.2005. At September 30, 2005,March 31, 2006, our net deferred profits on PT Freeport Indonesia concentrate inventories at Atlantic Copper and PT Smelting to be recognized in future periods’ net income after taxes and minority interest sharing totaled $52.0$78.7 million. Based on copper prices of $1.75$2.25 per pound and gold prices of $465$550 per ounce for the fourthsecond quarter of 20052006 and current shipping schedules, we expect thatestimate the net change in deferred profits on intercompany sales will result in a decreasean increase to net income of approximately $40$20 million in the fourthsecond quarter of 2005.2006. The actual change in deferred intercompany profits may differ substantially from this estimate because of changes in the timing of shipments to affiliated smelters and metal prices.

The majority of Atlantic Copper’s revenues are denominated in U.S. dollars; however, operating costs, other than concentrate purchases, and certain asset and liability accounts are denominated in euros. Atlantic Copper’s estimated annual euro payments total approximately 100 million euros. A $0.05 increase or decrease in the exchange rate would result in an approximate $5 million change in annual costs. The exchange rate on September 30, 2005March 31, 2006, was $1.20$1.21 per euro.

As of September 30, 2005,March 31, 2006, FCX’s net investment in Atlantic Copper totaled approximately $101$121 million, FCX had a $189.5 million loan outstanding to Atlantic Copper and Atlantic Copper’s debt to third parties under nonrecourse financing arrangements totaled $4.0$43.2 million. In March 2004, we used a portion of the proceeds from the sale of our 6⅞% Senior Notes to fund Atlantic Copper’s repayment of $162.4 million of its borrowings (see “Capital Resources and Liquidity - Financing Activities”). Atlantic Copper recorded a $3.7 million ($0.02 per share) accounting charge for losses on early extinguishment of debt in the first quarter of 2004 related to these debt repayments.

Atlantic Copper had euro-denominated net monetary liabilities at September 30, 2005,March 31, 2006, totaling $35.4$10.7 million recorded at an exchange rate of $1.20$1.21 per euro. The exchange rate was $1.21 per euro at June 30, 2005, and $1.36$1.18 per euro at December 31, 2004.2005. Adjustments to Atlantic Copper’s euro-denominated net monetary liabilities to reflect changes in the exchange rate are recorded in other income (expense) and totaled $(1.3) million in the third quarter of 2005, $(0.8) million in the third quarter of 2004, $4.9$(1.1) million in the first nine monthsquarter of 20052006 and $1.1$2.8 million in the first nine monthsquarter of 2004.2005.

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PT Smelting Operating Results

Third Quarter Nine Months First Quarter 
(In Millions)2005 2004 2005 2004 2006 2005 
PT Freeport Indonesia sales to PT Smelting$214.1 $181.6 $643.1 $474.8 $282.5 $234.2 
Equity in PT Smelting earnings (losses)1.3 2.7 6.5 (0.2)
PT Freeport Indonesia operating profits deferred3.1 0.5 3.1 2.5 
        
Equity in PT Smelting earnings 3.6  2.6 
PT Freeport Indonesia operating profits recognized (deferred) 20.8  (2.6)

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PT Freeport Indonesia accounts for its 25 percent interest in PT Smelting using the equity method and provides PT Smelting with substantially all of its concentrate requirements. DuringPT Smelting treated 234,400 metric tons of concentrate in the secondfirst quarter of 2004,2006 and 226,400 metric tons in the first quarter of 2005. During 2006, PT Smelting completed a 31-day maintenance turnaround and resumed normal operations. Major maintenance turnarounds of this duration typically occur approximately every four years for PT Smelting, with significantly shorter term maintenance turnarounds in the interim. PT Smelting also completed a refinery expansion during the maintenance turnaround, increasingplans to expand its production capacity from 250,000 metric tons of copper metal per year to approximately 250,000270,000 metric tons of copper metal per year. PT Smelting plans to expand its production capacity to approximately 270,000 metric tonsproduced 142.4 million pounds of copper metal per year by the middle of 2006.

PT Smelting treated 223,000 metric tons of concentrate in the third quarter of 2005, 228,100 metric tons in the 2004 quarter, 680,100 metric tons in the first nine months of 2005cathodes and 530,800 metric tons in the first nine months of 2004. Higher concentrate tonnage from PT Freeport Indonesia in the first nine months of 2005 resulted in higher production compared with the first nine months of 2004 when PT Freeport Indonesia’s production was much lower. PT Smelting reported production and sales of 144.7sold 140.7 million pounds of cathodes in the thirdfirst quarter of 2005,2006, compared with production of 136.3143.5 million pounds and sales of 135.8143.7 million pounds in the year-ago period. For the first nine monthsquarter of 2005, cathode production totaled 434.3 million pounds and sales totaled 433.9 million pounds, compared with cathode production of 320.2 million pounds and sales of 317.5 million pounds for the first nine months of 2004.2005. PT Smelting’s cathode cash unit costs averaged $0.13$0.15 per pound in the thirdfirst quarter of 20052006 and $0.09$0.10 per pound in the thirdfirst quarter of 2004,2005, primarily reflecting higher energy costs in the 2005 period. Cathode cash unit costs averaged $0.11 per pound in the first nine months of 2005, compared with $0.13 per pound in the first nine months of 2004, reflecting the benefit of higher volumes in the 2005 period and the maintenance turnaround discussed above which occurred in the 20042006 period (see “Product Revenues and Production Costs”). PT Smelting has an 18-day maintenance turnaround scheduled for mid-2006 and its next major maintenance turnaround is scheduled for 2008.

OTHER FINANCIAL RESULTS

The FCX/Rio Tinto joint ventures incurred $3.0$3.9 million of aggregate exploration costs in the thirdfirst quarter of 2005, $3.2 million in the third quarter of 2004, $9.72006 and $3.0 million in the first nine monthsquarter of 2005 and $11.1 million in the first nine months of 2004.2005. As discussed above in “Exploration Activities,” our exploration program for 20052006 is focused on potentialtesting extensions of the MLZ and Deep MLZ deposits to the northwest, expansion of the Deep Grasberg and Kucing Liar resourcesmine complex, the resource potential below the previously mined Ertsberg deposit and testing downward extensions of the Dom deposit.other targets in Block A. Our share of these exploration costs, which are charged to expense, totaled $2.2 million in the third quarter of 2005, $2.0 million in the third quarter of 2004, $6.4$2.6 million in the first nine monthsquarter of 20052006 and $7.0$1.9 million in the first nine monthsquarter of 2004.2005.

Consolidated general and administrative expenses decreasedincreased to $25.5$30.6 million in the thirdfirst quarter of 2005,2006, compared with $26.2$21.6 million in the year-ago period. ForOn January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” or “SFAS No. 123R.” Stock-based compensation costs totaled $13.2 million in the first nine months of 2005,2006 quarter, including $6.7 million charged to general and administrative expenses, totaled $72.5and $4.4 million compared with $64.3in the 2005 quarter, including $3.1 million for the first nine months of 2004. The 2005 amounts include higher incentive compensation costs associated with stronger financial performance and pursuantcharged to established plans. Compensation costs are higher in 2005 because certain compensation plans are based on annual operating cash flow results, which are projected to be significantly higher in 2005 compared with 2004. Third-quarter and nine-month 2005 general and administrative expenses also include $2.0 million in administrative costs incurred following Hurricane Katrina and for contributions to hurricane-relief efforts.

expenses. Our parent company charges PT Freeport Indonesia for the in-the-money value of exercised employee stock options. These charges are eliminated in consolidation; however, PT Freeport Indonesia shares a portion of these charges with Rio Tinto and Rio Tinto’s reimbursements reduce our consolidated general and administrative expenses. General and administrative expenses are net of Rio Tinto’s share of joint venture reimbursements for employee stock option exercises, which decreased general and administrative expenses by $4.5 million in the first quarter of 2006 and $2.9 million in the thirdfirst quarter of 2005, none in the third quarter of 2004, $5.9 million in the first nine months of 2005 and $4.8 million in the first nine months of 2004. The cost of our outstanding stock appreciation rights varies with the price of our common stock, and resulted in increases in general and administrative expenses totaling $2.0 million in the third quarter of 2005, $3.3 million in the third quarter of 2004, $1.5 million in the first nine months of 2005 and $2.0 million in the first nine months of 2004.2005. In accordance with our joint venture agreement, Rio Tinto’s percentage share of PT Freeport Indonesia’s general and administrative expenses varies with metal sales volumes and prices and totaled approximately 8 percent in the first quarter of 2006, compared with 16 percent in the first nine monthsquarter of 20052005. Adjusted allocations of other employee-related costs, based on an annual assessment of the area benefited, resulted in an approximate $2.5 million increase in general and administrative expenses in the 2006 quarter compared with approximately 7 percentthe 2005 quarter.

Total consolidated interest cost (before capitalization) was $24.4 million in the first nine monthsquarter of 2004.2006 and $38.4 million in the first quarter of 2005. Interest costs decreased primarily because we reduced average debt levels with significant reductions in 2005. Our interest cost for 2006 is expected to decrease compared to 2005 primarily because of the 2005 debt reductions. See “Capital Resources and Liquidity - Financing Activities” for further discussion. Capitalized interest totaled $1.8 million in the first quarter of 2006 and $0.9 million in the first quarter of 2005.

 
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Total interest cost (before capitalization) was $34.4 million in the third quarter of 2005, $38.6 million in the third quarter of 2004, $109.1 million in the first nine months of 2005 and $112.5 million in the first nine months of 2004. First-quarter 2004 conversions of 8¼% Convertible Senior Notes resulted in a $6.4 million reduction of interest expense for previously accrued amounts that were reclassified to losses on early extinguishment and conversion of debt. Capitalized interest costs totaled $1.1 million in the third quarter of 2005, $0.8 million in the third quarter of 2004, $2.9 million in the first nine months of 2005 and $1.9 million in the first nine months of 2004.

CAPITAL RESOURCES AND LIQUIDITY

Our operating cash flows vary with prices realized for copper and gold sales, our production levels, production costs, cash payments for income taxes and interest, other working capital changes and other factors. Based on current mine plans and subject to future copper and gold prices, we expect to generate cash flows significantly greater than our budgeted capital expenditures and scheduled debt maturities, providing opportunities to reduce debt further and return cash to shareholders through dividends and share purchases. Common stock dividends totaled $153.2 million in the first quarter of 2006, including $94.2 million ($0.50 per share) for a supplemental dividend paid on March 31, 2006. Our current regular annual common stock dividend is $1.00$1.25 per share, which is payable quarterlypaid at a quarterly rate of $0.25$0.3125 per share. In July 2005,On May 2, 2006, our Board of Directors authorizeddeclared a supplemental dividend of $0.50 per share which was paid on September 30, 2005. In addition, we paid two other supplemental common stock dividends totaling $0.75 per share $0.25 per sharepayable June 30, 2006 to shareholders of record on December 29, 2004 and $0.50 per share on March 31, 2005.June 15, 2006. Our Board of Directors will continue to review our dividend policy.

During the second quarter, we purchased 2.4 million sharesThe potential payment of future regular and supplemental dividends will be determined by our common stock for $80.2 million, an averageBoard of $33.83 per share. As of October 31, 2005, 14.2 million shares remain available under the Board authorized 20-million share openDirectors and will be dependent upon many factors, including our cash flows and financial position, copper and gold prices, and general economic and market purchase program.conditions. The timing of future purchases of our common stock is dependent upon a number of factors including the price of our common shares, our cash flows and financial position, copper and gold prices and general economic and market conditions.

Operating Activities
We generated operating cash flows totaling $883.0 million, including $154.7 million from working capital sources, during the first nine months of 2005, compared withOur net cash used in operating activities totaling $62.9totaled $123.8 million including $199.9 million for working capital, during the first nine monthsquarter of 2004. The significant improvement2006, including $501.1 million in working capital requirements. In the first quarter of 2005, compared withwe generated operating cash flows totaling $162.2 million, net of $23.2 million that we used for working capital. First-quarter 2006 operating cash flows were impacted by $453.7 million of income tax payments, including $328.4 million attributable to 2005 results, other working capital requirements totaling $172.7 million and a $44.9 million net use of operating cash resulting from the prior year period primarily reflects significantly higher production and sales and higher copper and gold prices.loss on the redemption of FCX’s Gold-Denominated Preferred Stock, Series II. Using estimated sales volumes for the fourth quarterremainder of 20052006 and assuming average prices of $1.75$2.25 per pound of copper and $465$550 per ounce of gold were realized for the fourth quarterremainder of 2005,2006, we would generate operating cash flows approximating $1.4$1.2 billion in 2005,2006, with approximately $500 millionover $1.3 billion in the fourth quarter.remaining three quarters of the year.

Investing Activities
Total capital expenditures of $95.6$52.1 million in the first nine monthsquarter of 20052006 were lower thannearly double the $108.4$26.2 million reported in the 2004 period, primarily becausefirst quarter of lower expenditures at Atlantic Copper.2005. Our capital expenditures for 2005 are expected to totalthe 2006 quarter included approximately $180 million, including approximately $17$4 million for the DOZ expansion, and $18$3 million for the Common Infrastructure project. We expectproject and $14 million for Big Gossan. Capital expenditures, including approximately $115 million for long-term projects, are estimated to fund our 2005 capital expenditures with operating cash flows and available cash.

total $250 million for 2006. In the first quarter of 2005, PT Freeport Indonesia received the $23.2 million balance of its share of insurance settlement proceeds related to its open-pit slippage claim, $2.0 million of which represented a recovery of property losses. We sold $6.7 million of our restricted investments in the first nine months of 2004 to pay scheduled semiannual interest due on 8¼% Convertible Senior Notes. Conversions of 8¼% Convertible Senior Notes during the first quarter of 2004 allowed us to sell an additional $15.1 million of our restricted investments. In the first quarter of 2004, Atlantic Copper repaid its working capital revolving credit facility that was secured by certain copper concentrate inventory resulting in the release of $11.0 million of previously restricted cash.

Financing Activities
As of September 30, 2005,March 31, 2006, we had total unrestricted cash and cash equivalents of $392.8$284.1 million and total outstanding debt of $1.39approximately $1.1 billion. DebtTotal debt was reduced by $565.8a net $154.7 million during the first nine monthsquarter, including $167.4 million for the mandatory redemption of 2005, primarily reflectingFCX’s Gold-Denominated Preferred Stock, Series II. The mandatory redemption was based on average gold prices at the following transactions:

·  first-quarter prepayment of $187.0 million of bank debt associated with PT Puncakjaya Power’s power-generating facilities at PT Freeport Indonesia’s mining operations;
·  first-quarter purchases in open market transactions of $11.0 million of 7.50% Senior Notes due 2006 and 7.20% Senior Notes due 2026 for $11.0 million;
·  third-quarter purchases in open market transactions of $149.9 million of 10⅛% Senior Notes due 2010 for $166.3 million and $4.5 million of 7.5% Senior Notes due 2006 for $4.6 million; and
29

·  third-quarter privately negotiated transactions to induce conversion of $188.4 million of 7% Convertible Senior Notes due 2011 into 6.1 million shares of FCX common stock.

We recorded net charges of $38.4redemption ($548.92 per ounce) and totaled $236.4 million, $30.3resulting in a $69.0 million loss recognized in revenues ($36.6 million to net income or $0.14$0.17 per share, in the third quarter and first nine months of 2005 as a result of these transactions. The aggregate interest cost savings of the third-quarterdiluted share). Other first-quarter debt reductions included privately negotiated transactions are estimated to approximate $30 million per annum. On August 1, 2005, we funded the seventh of eight scheduled annual redemption payments on our Silver-Denominated Preferred Stock for $17.5 million. The mandatory redemption resulted in a $12.5 million decrease in debt and a reduction of revenues of $5.0 million, $2.6 million to net income or $0.01 per share, in the third quarter of 2005. Our gold-denominated and silver-denominated preferred stock are treated as hedges and any gains or losses realized upon redemption are therefore recorded as adjustments to revenues.

In October 2005, we inducedinduce conversion of an additional $21.0$11.0 million of 7% Convertible Senior Notes due 2011 into 0.70.4 million shares of FCX common stock and purchasedpurchases in open market transactions an additional $18.4of $11.5 million of 10⅛% Senior Notes due 2010 for $20.4$12.6 million. We expect to recordAs a net chargeresult of $4.4the induced conversion and open market transactions, we recorded charges of $2.0 million $3.4($1.3 million to net income, in the fourth quarternet of 2005 as a resultrelated reduction of these transactions. We are continuing to assess opportunities to repay debt in advance of scheduled maturities.
Common stock dividends totaled $133.3 million in the third quarter of 2005 and $312.9 million ($1.75interest expense, or $0.01 per diluted share) in the first nine monthsquarter of 2006. In April 2006, we induced conversion of an additional $5.0 million of 7% Convertible Senior Notes due 2011 into 0.2 million shares of FCX common stock.
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Following the first quarter debt repayments and redemption, we have $86.7 million in debt maturities for the remainder of 2006, which can be funded with the $284.1 million of cash on hand. Debt maturities total $75.0 million for the three-year period of 2007 through 2009.

During the first quarter of 2005, including $178.9debt was reduced by $183.0 million, primarily reflecting a prepayment of $187.0 million of bank debt associated with Puncakjaya Power’s power-generating facilities at PT Freeport Indonesia’s mining operations and repurchases of $11.0 million of our 7.50% Senior Notes due 2006 and 7.20% Senior Notes due 2026, net of changes in other borrowings.

In February 2006, we paid our current regular quarterly dividend ($1.000.3125 per share) for the two $0.50 per share supplement dividends paidand on March 31, 2005 and September 30, 2005. In November 2005, our Board of Directors authorized an increase in our annual common stock dividend to $1.25 per share (from $1.00 per share). The dividend will be payable quarterly ($0.3125 per share) beginning with the February 1, 2006, dividend payment. Our Board of Directors also declaredwe paid a supplemental common stock dividend of $0.50 per share to befor total first-quarter 2006 common stock dividends of $153.2 million. Since December 2004, we have paid on December 30,five supplemental dividends totaling $411.3 million ($2.25 per share). In the first quarter of 2005, to shareholders of record as of December 15, 2005. The supplemental dividend to bewe paid in December represents an addition to oura regular quarterly dividend ($0.25 per share) in February and a supplemental common stock dividend. This is the fourth supplemental dividend totaling $1.75 per share since the fourth quarter of 2004, including $0.25$0.50 per share in 2004 and $1.50 per share in 2005. The paymentMarch, for total first-quarter 2005 common stock dividends of this dividend will bring 2005 regular and supplemental dividends to $2.50 per share.$134.7 million. The declaration and payment of dividends is at the discretion of our Board of Directors. The amount of our current quarterly cash dividend ($0.3125 per share) on our common stock and the possible payment of additional future supplemental cash dividends will depend on our financial results, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.

In the first nine months of 2004, we paid regular quarterly dividends ($0.20 per share each quarter) for a total of $109.4 million. Cash dividends on preferred stock $45.4of $15.1 million in each of the first quarters of 2005 and $20.3 million in 2004,2006, represent dividends on our 5½% Convertible Perpetual Preferred Stock we sold inStock. Each share of preferred stock was initially convertible into 18.8019 shares of our common stock, equivalent to an initial conversion price of approximately $53.19 per common share. The conversion rate is adjustable upon the occurrence of certain events, including any quarter that our common stock dividend exceeds $0.20 per share. As a result of the quarterly and supplemental common stock dividends paid through March 2004 (see below).2006 discussed above, each share of preferred stock is now convertible into 19.9225 shares of FCX common stock, equivalent to a conversion price of approximately $50.20 per common share. Cash dividends to minority interests represent dividends paid to the minority interest owners of PT Freeport Indonesia and Puncakjaya Power. Pursuant to the restricted payment covenants in our 10⅛% Senior Notes and 6⅞% Senior Notes, the amount available for dividend payments, purchases of our common stock and other restricted payments as of September 30, 2005,March 31, 2006, was approximately $575$740 million.

In 2003, our Board of Directors approved a new open market share purchase program for up to 20 million shares, which replaced our previous program. Through October 31, 2005,April 28, 2006, under this new program, we acquired 2.4 million shares in the second quarter of 2005 for $80.2 million, $33.83 per share average, and 3.4 million shares during the second quarter ofin 2004 for $99.5 million, $29.39 per share average, and 14.2 million shares remain available. The timing of future purchases of our common stock is dependent on many factors including the price of our common shares, our cash flowflows and financial position, copper and gold prices and general economic and market conditions.

We completed several financing transactions during the first nine months of 2004 to improve our financial position and debt maturity profile. We completed a tender offer and privately negotiated transactions for a portion of our remaining 8¼% Convertible Senior Notes due 2006 resulting in the early conversion of $226.1 million of notes into 15.8 million shares of our common stock. We recorded a $10.9 million charge to losses on early extinguishment and conversion of debt in the first quarter of 2004 in connection with these conversions. The $10.9 million charge included $6.4 million of previously accrued interest costs, resulting in an equivalent reduction of interest expense. In June 2004, we called for redemption on July 31, 2004 the remaining $66.5 million of 8¼% Convertible Senior Notes. During July 2004, all of these notes were converted into 4.7 million shares of our common stock. As of July 31, 2004, all of the 8¼% Convertible Senior Notes, which totaled $603.8 million at issuance in 2001, had been converted to FCX common stock.

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On February 3, 2004, we sold $350 million of 6⅞% Senior Notes due 2014 for net proceeds of $344.4 million. We used a portion of the proceeds from the sale to fund the repayment of $162.4 million of Atlantic Copper borrowings and to refinance other FCX 2004 debt maturities. Atlantic Copper recorded a $3.7 million charge to losses on early extinguishment of debt to accelerate amortization of deferred financing costs. During the second quarter of 2004, we purchased in the open market $9.7 million of the 6⅞% Senior Notes due 2014 for $8.8 million, which resulted in a gain of $0.8 million recorded as a reduction to losses on early extinguishment and conversion of debt, including related deferred financing cost.
On March 30, 2004, we sold 1.1 million shares of 5½% Convertible Perpetual Preferred Stock for $1.1 billion, with net proceeds totaling $1.067 billion. The conversion rate is adjustable upon the occurrence of certain events, including an increase in the common stock dividend rate. We used a portion of the proceeds from the sale to purchase 23.9 million shares of FCX common stock owned by Rio Tinto for $881.9 million (approximately $36.85 per share) and used the remainder for general corporate purposes.

We took steps to improve Atlantic Copper’s liquidity and financial position during the first nine months of 2004 and repaid $162.4 million of Atlantic Copper’s debt. In April 2004, we prepaid $66.2 million of our vendor equipment financing.

On August 1, 2004, we funded the sixth of eight scheduled annual redemption payments on our Silver-Denominated Preferred Stock for $13.9 million. The mandatory redemption resulted in a $12.5 million decrease in debt and a hedging loss to revenues of $1.4 million ($0.7 million to net income or less than $0.01 per share) in the third quarter of 2004.

Debt Maturities. Below is a summary (in millions) of our total debt maturities based on loan balances as of September 30, 2005,March 31, 2006, and original issue amounts for mandatorily redeemable preferred stock. The pro forma debt maturities include adjustments to the redeemable preferred stock to reflect current gold and silver prices and adjustments for the October 2005 transactions discussed above.

 2006 2007 2008 2009 2010 Thereafter 
Equipment loans and other$10.1 $13.5 $13.5 $13.5 $10.2 $3.8 
7.50% Senior Notes due 2006 55.4  -  -  -  -  - 
Atlantic Copper debt 8.7  34.5  -  -  -  - 
Redeemable preferred stock 12.5  -  -  -  -  - 
10⅛% Senior Notes due 2010 -  -  -  -  272.4  - 
7% Convertible Senior Notes due 2011a
 -  -  -  -  -  312.7 
6⅞% Senior Notes due 2014 -  -  -  -  -  340.3 
7.20% Senior Notes due 2026 -  -  -  -  -  0.2 
Total debt maturities$86.7 $48.0 $13.5 $13.5 $282.6 $657.0 
Pro forma adjustments 15.5
b
 -  -  -  -  (5.0
)c
Pro forma debt maturities$102.2 $48.0 $13.5 $13.5 $282.6 $652.0 
 
 2005 2006 2007 2008 2009 Thereafter 
Equipment loans and other$2.1 $13.0 $13.5 $13.5 $13.5 $14.0 
Redeemable preferred stock -  179.9  -  -  -  - 
Atlantic Copper debt 3.9  0.1     -  -  - 
7.50% Senior Notes due 2006 -  55.4  -  -  -  - 
10⅛% Senior Notes due 2010 -  -  -  -  -  350.1 
7% Convertible Senior Notes due 2011a
 -  -  -  -  -  386.6 
6⅞% Senior Notes due 2014 -  -  -  -  -  340.3 
7.20% Senior Notes due 2026 -  -  -  -  -  0.2 
Total debt maturities$6.0 $248.4 $13.5 $13.5 $13.5 $1,091.2 
Pro forma adjustment -  41.8
b
 -  -  -  (39.4
)c
Pro forma debt maturities$6.0 $290.2 $13.5 $13.5 $13.5 $1,051.8 

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a.  Conversion price is $30.87 per share.
b.  Represents the additional amountsamount due above the original issue amounts based on the priceamount of silver and gold, totaling $36.4 million in February 2006 for our Gold-Denominated Preferred Stock, Series II and $5.4 in August 2006 for our Silver-Denominated Preferred Stock. We calculated these amountsthe adjustment using the September 30, 2005, London gold fixing price for one ounce of gold ($473.25) and theMarch 31, 2006, London silver fixing price for one ounce of silver ($7.53)11.76) in the London bullion market (which determinedetermines the preferred stockSilver-Denominated Preferred Stock redemption amounts)amount).
c.  Includes $21.0 million ofthe 7% Convertible Senior Notes due 2011 and $18.4 millionthat we induced conversion of 10⅛% Senior Notes due 2010 discussed above.in April 2006 (see above).

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NEW ACCOUNTING STANDARDS

Deferred Mining CostsCosts.
In the mining industry, the costs of removing overburden and waste material to access mineral deposits are referred to as “stripping costs.” Currently, On January 1, 2006, we apply the deferred mining cost method in accounting for PT Freeport Indonesia’s post-production stripping costs, which we refer to as overburden removal costs. The deferred mining cost method is used by some companies in the metals mining industry; however, industry practice varies. The deferred mining cost method matches the cost of production with the sale of the related metal from the open pit by assigning each metric ton of ore removed an equivalent amount of overburden tonnage, thereby averaging overburden removal costs over the life of the mine. The mining cost capitalized in inventory and the amounts charged to cost of goods sold do not represent the actual costs incurred to mine the ore in any given period. The application of the deferred mining cost method has resulted in an asset on our balance sheets (“Deferred Mining Costs”) totaling $289.0 million at September 30, 2005, and $220.4 million at December 31, 2004. For further information, see Note 1 in FCX’s 2004 Annual Report on Form 10-K.

In March 2005, the Financial Accounting Standards Board (FASB) ratifiedadopted EITF 04-6, “Accounting for Stripping Costs Incurred during Production in the Mining Industry,” which requires that stripping costs incurred during production be considered costs of the extracted minerals and recognizedincluded as a component of inventory to be recognized in cost of sales in the same period as the revenue from the sale of inventory. As a result, capitalizationUpon adoption of stripping costs is appropriate only to the extent product inventory exists at the end of a reporting period. The guidance in EITF 04-6, is effective for financial statements issued for fiscal years beginning after December 15, 2005, with early adoption permitted. Companies may apply this guidance either by recognition of a cumulative effect adjustment to beginning retained earnings in the period of adoption or by restating prior period financial statements. We expect to adopt the guidance on January 1, 2006, with the most significant impacts of adoption being thewe recorded our deferred mining costs asset on our balance sheet on that date will be recorded,($285.4 million) at December 31, 2005, net of taxes, and minority interest share and inventory effects ($135.9 million), as a cumulative effect adjustment to reduce beginningour retained earnings and futureon January 1, 2006. In addition, stripping costs will effectively beincurred in 2006 and later periods are now charged to cost of sales as incurred. As a result of adopting EITF 04-6 on January 1, 2006, our income before income taxes and minority interests for the three months ended March 31, 2006, was $32.8 million lower and net income was $17.4 million ($0.09 per basic share and $0.08 per diluted share) lower than if we had continued to defer stripping costs. Basic earnings per share would have been $1.43 per share and diluted earnings per share would have been $1.31 per share for the three months ended March 31, 2006, if we had not adopted EITF 04-6, compared to reported earnings of $1.34 per basic share and $1.23 per diluted share. Adoption of the new guidance will havehas no impact on our cash flows. Had we adopted EITF 04-6 on January 1, 2004, we estimate operating income would have been reduced by approximately $14.9 million ($7.9 million to net income or $0.04 per diluted share) for the third quarter of 2005, $27.2 million ($14.5 million to net income or $0.08 per share) for the third quarter of 2004, $68.0 million ($36.0 million to net income of $0.16 per diluted share) for the first nine months of 2005 and $80.1 million ($42.5 million to net loss or $0.23 per share) for the first nine months of 2004. These pro forma amounts are not necessarily indicative of what charges may be for future periods.

Accounting for Stock-Based PaymentsCompensation.
Refer As of March 31, 2006, we had three stock-based employee compensation plans and two stock-based director compensation plans. Prior to NoteJanuary 1, in FCX’s 2004 Annual Report on Form 10-K for our accounting for share-based payments, including stock options. Through September 30, 2005,2006, we have accounted for grantsoptions granted under all of employee stock optionsour plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, which requireas permitted by SFAS No. 123, “Accounting for Stock-Based Compensation.” APB Opinion No. 25 required compensation costscost for stock-based employee compensation plansstock options to be recognized based on the difference on the date of grant, if any, between the quoted market price of the stock and the amount an employee must pay to acquire the stock. Ifstock (i.e., the intrinsic value). Because all the plans require that the option exercise price be at least the market price on the date of grant, we had appliedrecognized no compensation cost on the grant or exercise of our employees’ options through December 31, 2005. Other awards under the plans did result in compensation costs being recognized in earnings based on the projected intrinsic value for restricted stock units to be granted in lieu of cash compensation and the intrinsic value on the reporting or exercise date for cash-settled stock appreciation rights (SARs).

Effective January 1, 2006, we adopted the fair value recognition provisions of StatementSFAS No. 123R using the modified prospective transition method. Under that transition method, compensation cost recognized in 2006 includes: (a) compensation costs for all stock option awards granted to employees prior to, but not yet vested as of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” which requires stock-based compensation to be recognizedJanuary 1, 2006, based on the use of agrant-date fair value method, our net income would have been reduced by $3.2 million, $0.02 per basic share and no changeestimated in earnings per diluted share, foraccordance with the third quarteroriginal provisions of 2005, $1.5 million, $0.01 per share, for the third quarter of 2004 and $9.5 million, $0.05 per basic share and $0.03 per diluted share, for the first nine months of 2005. Our net loss for the first nine months of 2004 would have been increased by $3.7 million, $0.02 per share (see Note 2 of Notes to the Consolidated Financial Statements).

In December 2004, the FASB issued SFAS No. 123, (revised 2004), “Share-Based Payment” (SFAS No. 123R). SFAS No. 123R requiresand (b) compensation cost for all share-based paymentsstock option awards granted subsequent to employees, including grants of employee stock options, to be recognized in the financial statementsJanuary 1, 2006, based on theirthe grant-date fair values. SFAS No. 123R’s effective date is fiscal periods beginning after June 15, 2005. We are still reviewingvalue estimated in accordance with the provisions of SFAS No. 123R. Fair value of stock option awards granted to employees was calculated using the Black-Scholes-Merton option-pricing model before and after adoption of SFAS No. 123R. Other stock-based awards charged to expense under SFAS No. 123 continue to be charged to expense under SFAS No. 123R (see Note 2). These include restricted stock units granted in lieu of certain cash compensation and expect to adoptSARs, which are settled in cash. Results for prior periods have not been restated.

As a result of adopting SFAS No. 123R on January 1, 2006. Based on currently outstanding employee stock options, we currently estimate the pro forma charge to earnings2006, our income before income taxes and minority interest sharinginterests for the full year 2005 would total approximately $22three months ended March 31, 2006, was $9.0 million lower and the pro forma reduction in net income would be approximately $13was $5.2 million $0.07($0.03 per basic share and $0.02 per diluted share) lower than if we had continued to account for share-based compensation under APB Opinion No. 25. Basic earnings per share using average basic shares outstanding for the third quarter of 2005. These 2005 pro forma amounts are not necessarily indicative of what charges may be for future periods.would have been $1.37

 
32
33

 
per share and diluted earnings per share would have been $1.25 per share for the three months ended March 31, 2006, if we had not adopted SFAS No. 123R, compared to reported earnings of $1.34 per basic share and $1.23 per diluted share.

Prior to the adoption of SFAS No. 123R, we presented all tax benefits resulting from the exercise of stock options as operating cash flows in the Consolidated Statements of Cash Flows. SFAS No. 123R requires the cash flows generated by tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. The $16.1 million excess tax benefit classified as a financing cash inflow in the Consolidated Statements of Cash Flows for the three months ended March 31, 2006 would have been classified as an operating cash inflow if we had not adopted SFAS No. 123R.

Compensation cost charged against earnings for stock-based awards is shown below (in thousands). We did not capitalize any stock-based compensation costs to fixed assets during the periods presented.

  
Three Months Ended
March 31,
 
  2006 2005 
Production and delivery costs $6,077 $1,294 
General and administrative expenses  6,737
a
 3,083
a, b
Exploration expenses  427  - 
Total stock-based compensation cost $13,241 $4,377 
        
a.   Amounts are before Rio Tinto’s share of joint venture reimbursements for employee exercises of in-the-money stock options which reduced general and administrative expenses by $4.5 million in the 2006 quarter and $2.9 million in the 2005 quarter.
b.   Includes $0.5 million for amortization of the intrinsic value of FCX’s Class A stock options that were converted to Class B stock options in 2002.

As of March 31, 2006, total compensation cost related to nonvested stock option awards not yet recognized in earnings was $66.6 million.

PRODUCT REVENUES AND PRODUCTION COSTS

PT Freeport Indonesia Product Revenues and Unit Net Cash Costs
All amounts used in both the by-product and co-product method presentations are included in our recorded results under generally accepted accounting principles. We separately identify certain of these amounts as shown in the following reconciliation to amounts reported in our consolidated financial statements and as explained below.here.

1.  We show adjustments to copper revenues for prior period open sales as separate line items. Because such copper pricing adjustments do not result from current period sales, we have reflected these separately from revenues on current period sales.

2.  Noncash and nonrecurring costs, which consist of items such as stock-based compensation costs starting January 1, 2006, write-offs of equipment or unusual charges, have not been material. They are removed from site production and delivery costs in the calculation of unit net cash costs.

3.  Gold and silver revenues, excluding any impacts from redemption of our gold-and silver-denominated preferred stocks, are reflected as credits against site production and delivery costs in the by-product method.

 
34
Three Months Ended September 30, 2005
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$593,374 $593,374 $210,377 $7,402 $811,153 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 244,532
a
 178,880
b
 63,421
b
 2,231
b
 244,532 
Gold and silver credits (217,779) -  -  -  - 
Treatment charges 86,197  63,055  22,356  786  86,197 
Royalty on metals 20,348  14,885  5,277  186  20,348 
Unit net cash costs 133,298  256,820  91,054  3,203  351,077 
Depreciation and amortization 51,143  37,412  13,264  467  51,143 
Noncash and nonrecurring costs, net 2,469  1,806  640  23  2,469 
Total unit costs 186,910  296,038  104,958  3,693  404,689 
Revenue adjustments, primarily for pricing on               
prior period open sales and silver hedging 66,582  71,534  -  (4,952) 66,582 
PT Smelting intercompany profit elimination (3,096) (2,265) (803) (28) (3,096)
Gross profit (loss)$469,950 $366,605 $104,616 $(1,271)$469,950 
                

Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$811,153 $244,532 $51,143       
Net noncash and nonrecurring costs per above N/A  2,469  N/A       
Less: Treatment charges per above (86,197) N/A  N/A       
Royalty per above (20,348) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales and hedging per above 66,582  N/A  N/A       
Mining and exploration segment 771,190  247,001  51,143       
Smelting and refining segment 378,412  351,517  7,415       
Eliminations and other (166,332) (164,150) 3,088       
As reported in FCX’s consolidated financial               
statements$983,270 $434,368 $61,646       
Table of Contents

Three Months Ended March 31, 2006
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$543,138 $543,138 $282,799 $7,757 $833,694 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 275,008  179,163  93,286  2,559  275,008 
Gold and silver credits (290,556) -  -  -  - 
Treatment charges 83,642
a
 54,491
b
 28,373
b
 778
b
 83,642 
Royalty on metals 19,935  12,988  6,762  185  19,935 
Unit net cash costs 88,029  246,642  128,421  3,522  378,585 
Depreciation and amortization 33,773  22,003  11,456  314  33,773 
Noncash and nonrecurring costs, net 11,669  7,602  3,958  109  11,669 
Total unit costs 133,471  276,247  143,835  3,945  424,027 
Revenue adjustments, primarily for pricing on               
prior period open sales and gold hedging 66,666  135,628  (68,962) -  66,666 
PT Smelting intercompany profit recognized 20,828  13,569  7,065  194  20,828 
Gross profit$497,161 $416,088 $77,067 $4,006 $497,161 

Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$833,694 $275,008 $33,773       
Net noncash and nonrecurring costs per above N/A  11,669  N/A       
Less: Treatment charges per above (83,642) N/A  N/A       
  Royalty per above (19,935) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales and hedging per above 66,666  N/A  N/A       
Mining and exploration segment 796,783  286,677  33,773       
Smelting and refining segment 516,104  491,437  7,406       
Eliminations and other (226,765) (300,199) 2,071       
As reported in FCX’s consolidated financial               
statements$1,086,122 $477,915 $43,250       
                
Three Months Ended March 31, 2005
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$500,413 $500,413 $250,998 $9,100 $760,511 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 193,354
c
 127,226
d
 63,814
d
 2,314
d
 193,354 
Gold and silver credits (260,098) -  -  -  - 
Treatment charges 71,486  47,037  23,594  855  71,486 
Royalty on metals 18,778  12,356  6,197  225  18,778 
Unit net cash costs 23,520  186,619  93,605  3,394  283,618 
Depreciation and amortization 46,925  30,877  15,487  561  46,925 
Noncash and nonrecurring costs, net 524  345  173  6  524 
Total unit costs 70,969  217,841  109,265  3,961  331,067 
Revenue adjustments, primarily for pricing on               
prior period open sales 17,151  17,151  -  -  17,151 
PT Smelting intercompany profit elimination (2,576) (1,695) (850) (31) (2,576)
Gross profit$444,019 $298,028 $140,883 $5,108 $444,019 
                
a.   Net of deferred mining costs totaling $15.8Includes $10.1 million or 4.6¢4.5 cents per pound. Upon adoption of EITF 04-6, mining costs will no longer be deferred. See Note 1 of Notespound for adjustments to Consolidated Financial Statements.December 31, 2005 concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005.
b.   Net of deferred mining costs totaling $11.6Includes $6.6 million or 3.3¢2.9 cents per pound for copper, $4.1$3.4 million or $8.63$7.25 per ounce for gold and $0.1 million or $0.14$0.13 per ounce for silver. See Note a above.silver for adjustments to December 31, 2005 concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005.
 
 
Three Months Ended September 30, 2004
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$349,395 $349,395 $139,919 $5,249 $494,563 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 196,635
a
 138,917
b
 55,631
b
 2,087
b
 196,635 
Gold and silver credits (145,168) -  -  -  - 
Treatment charges 51,367  36,290  14,532  545  51,367 
Royalty on metals 11,601  8,196  3,282  123  11,601 
Unit net cash costs 114,435  183,403  73,445  2,755  259,603 
Depreciation and amortization 46,135  32,593  13,052  490  46,135 
Noncash and nonrecurring costs, net 2,237  1,580  633  24  2,237 
Total unit costs 162,807  217,576  87,130  3,269  307,975 
Revenue adjustments, primarily for pricing on               
prior period open sales and silver hedging 16,281  17,722  -  (1,441) 16,281 
PT Smelting intercompany profit elimination (517) (365) (147) (5) (517)
Gross profit$202,352 $149,176 $52,642 $534 $202,352 
                
Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$494,563 $196,635 $46,135       
Net noncash and nonrecurring costs per above N/A  2,237  N/A       
Less: Treatment charges per above (51,367) N/A  N/A       
Royalty per above (11,601) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales and hedging per above 16,281  N/A  N/A       
Mining and exploration segment 447,876  198,872  46,135       
Smelting and refining segment 222,184  223,384  7,114       
Eliminations and other (69,504) (54,240) 2,506       
As reported in FCX’s consolidated financial               
statements$600,556 $368,016 $55,755       

a.c.   Net of deferred mining costs totaling $23.7$32.2 million or 9.0¢9.8 cents per pound. UponFollowing adoption of EITF 04-6 miningon January 1, 2006 (see Note 3 and New Accounting Standards), stripping costs willare no longer be deferred. See Note 1 of Notes to Consolidated Financial Statements.
b.d.   Net of deferred mining costs totaling $16.7$21.2 million or 6.4¢6.5 cents per pound for copper, $6.7$10.6 million or $19.14$17.86 per ounce for gold and $0.3$0.4 million or $0.30 per ounce for silver. Seesilver (see Note a above.c above).

Nine Months Ended September 30, 2005
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$1,660,045 $1,660,045 $725,415 $23,908 $2,409,368 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 658,958
a
 454,019
b
 198,400
b
 6,539
b
 658,958 
Gold and silver credits (749,323) -  -  -  - 
Treatment charges 225,551  155,404  67,909  2,238  225,551 
Royalty on metals 56,867  39,181  17,122  564  56,867 
Unit net cash costs 192,053  648,604  283,431  9,341  941,376 
Depreciation and amortization 142,285  98,034  42,839  1,412  142,285 
Noncash and nonrecurring costs, net 5,276  3,635  1,589  52  5,276 
Total unit costs 339,614  750,273  327,859  10,805  1,088,937 
Revenue adjustments, primarily for pricing on               
prior period open sales and silver hedging 10,024  14,976  -  (4,952) 10,024 
PT Smelting intercompany profit elimination (3,120) (2,150) (939) (31) (3,120)
Gross profit$1,327,335 $922,598 $396,617 $8,120 $1,327,335 
Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$760,511 $193,354 $46,925       
Net noncash and nonrecurring costs per above N/A  524  N/A       
Less: Treatment charges per above (71,486) N/A  N/A       
  Royalty per above (18,778) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales per above 17,151  N/A  N/A       
Mining and exploration segment 687,398  193,878  46,925       
Smelting and refining segment 272,116  263,577  7,089       
Eliminations and other (156,449) (92,449) 2,912       
As reported in FCX’s consolidated financial               
statements$803,065 $365,006 $56,926       
                
CATHODE CASH UNIT COST

34

Table of Contents
Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$2,409,368 $658,958 $142,285       
Net noncash and nonrecurring costs per above N/A  5,276  N/A       
Less: Treatment charges per above (225,551) N/A  N/A       
Royalty per above (56,867) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales and hedging per above 10,024  N/A  N/A       
Mining and exploration segment 2,136,974  664,234  142,285       
Smelting and refining segment 982,425  937,003  21,645       
Eliminations and other (430,155) (411,277) 8,801       
As reported in FCX’s consolidated financial               
statements$2,689,244 $1,189,960 $172,731       
a.   Net of deferred mining costs totaling $68.6 million or 6.9¢ per pound. Upon adoption of EITF 04-6, mining costs will no longer be deferred. See Note 1 of Notes to Consolidated Financial Statements.
b.   Net of deferred mining costs totaling $47.3 million or 4.8¢ per pound for copper, $20.7 million or $12.25 per ounce for gold and $0.7 million or $0.20 per ounce for silver. See Note a above.
Nine Months Ended September 30, 2004
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$755,834 $755,834 $327,229 $13,991 $1,097,054 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 520,180
a
 358,387
b
 155,159
b
 6,634
b
 520,180 
Gold and silver credits (341,220) -  -  -  - 
Treatment charges 118,759  81,821  35,423  1,515  118,759 
Royalty on metals 24,323  16,758  7,255  310  24,323 
Unit net cash costs 322,042  456,966  197,837  8,459  663,262 
Depreciation and amortization 96,738  66,649  28,855  1,234  96,738 
Noncash and nonrecurring costs, net 5,207  3,587  1,554  66  5,207 
Total unit costs 423,987  527,202  228,246  9,759  765,207 
Revenue adjustments, primarily for pricing on               
prior period open sales and silver hedging 11,929  13,370  -  (1,441) 11,929 
PT Smelting intercompany profit elimination (2,473) (1,704) (738) (31) (2,473)
Gross profit$341,303 $240,298 $98,245 $2,760 $341,303 
                

Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$1,097,054 $520,180 $96,738       
Net noncash and nonrecurring costs per above N/A  5,207  N/A       
Less: Treatment charges per above (118,759) N/A  N/A       
Royalty per above (24,323) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales and hedging per above 11,929  N/A  N/A       
Mining and exploration segment 965,901  525,387  96,738       
Smelting and refining segment 605,137  637,042  21,209       
Eliminations and other (123,963) (147,122) 5,808       
As reported in FCX’s consolidated financial               
statements$1,447,075 $1,015,307 $123,755       
a.   Net of deferred mining costs totaling $81.4 million or 14.2¢ per pound. Upon adoption of EITF 04-6, mining costs will no longer be deferred. See Note 1 of Notes to Consolidated Financial Statements.
b.   Net of deferred mining costs totaling $56.1 million or 9.8¢ per pound for copper, $24.3 million or $29.43 per ounce for gold and $1.0 million or $0.47 per ounce for silver. See Note a above.

Atlantic Copper Cathode Cash Unit Cost Per Pound Of Copper
Atlantic Copper cathode cash unit cost per pound of copper is a measure intended to provide investors with information about the costs it incursincurred to produce cathodes at itsour smelting operations in Spain.Spain and Indonesia. We use this measure for the same purpose and for monitoring operating performance at Atlantic Copper’sour smelting operations. This information differs from measures of performance determined in accordance with generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance determined in accordance with generally accepted accounting principles. Other smelting companies present this measure, although Atlantic Copper’s measureand PT Smelting’s measures may not be comparable to similarly titled measures reported by other companies.

Atlantic Copper Cathode Cash Unit Cost Per Pound Of Copper
The reconciliation below presents reported production costs for our smelting and refining segment (Atlantic Copper) and subtracts or adds components of those costs that do not directly relate to the process of converting copper concentrates to cathodes. The adjusted production costs amounts are used to calculate Atlantic Copper’s cathode cash unit cost per pound of copper (in thousands, except per pound amounts):

 
Three Months Ended
March 31,
 
 2006 2005 
Smelting and refining segment production costs reported in FCX’s      
consolidated financial statements$491,437 $263,577 
Less:      
Raw material purchase costs (325,940) (197,271)
Production costs of anodes sold (4,273) (3,435)
Other 1,169  (1,160)
Credits:      
Gold and silver revenues (130,044) (31,948)
Acid and other by-product revenues (6,659) (7,300)
Production costs used in calculating cathode cash unit cost per pound$25,690 $22,463 
       
Pounds of cathode produced 129,400  131,700 
       
Cathode cash unit cost per pound$0.20 $0.17 
       
 
 Three Months Ended Nine Months Ended 
 September 30, September 30, 
 2005 2004 2005 2004 
Smelting and refining segment production costs reported            
in FCX’s consolidated financial statements$351,517 $223,384 $937,003 $637,042
a
Less:            
Raw material purchase costs (237,502) (36,358) (643,972) (204,236)
Production costs of wire rod and wire -
b
 (127,938) -
b
 (212,228)
Production costs of anodes sold (4,194) (1,656) (10,008) (2,070)
Other (1,238) (430) (2,260) (5,195)
Credits:            
Gold and silver revenues (78,215) (30,081) (188,636) (104,104)
Acid and other by-product revenues (7,818) (5,713) (22,408) (18,085)
Production costs used in calculating cathode cash unit            
cost per pound$22,550 $21,208 $69,719 $91,124 
Pounds of cathode produced 138,200  131,000  407,700  327,300 
Cathode cash unit cost per pound$0.16 $0.16 $0.17 $0.28 

36
a.  Includes $27.5 million, $0.14 per pound, for costs related to Atlantic Copper’s major maintenance turnaround.

b.  Atlantic Copper sold its wire rod and wire assets in December 2004.
PT Smelting Cathode Cash Unit Cost Per Pound Ofof Copper
PT Smelting cathode cash unit cost per pound of copper is a measure intended to provide investors with information about the costs it incurs to produce cathodes at its smelting operations in Indonesia. We use this measure for the same purpose and for monitoring operating performance at PT Smelting’s smelting operations. This information differs from measures of performance determined in accordance with generally accepted accounting principles and should not be considered in isolation or as a substitute for measures of performance determined in accordance with generally accepted accounting principles. Other smelting companies present this measure, although PT Smelting’s measure may not be comparable to similarly titled measures reported by other companies. The calculation below presents PT Smelting’s reported operating costs and subtracts or adds components of those costs that do not directly relate to the process of converting copper concentrates to cathodes. PT Smelting’s operating costs are then reconciled to PT Freeport Indonesia’s equity in PT Smelting earnings (losses) reported in ourFCX’s consolidated financial statements (in thousands, except per pound amounts):

Three Months Ended Nine Months Ended 
September 30, September 30, 
Three Months Ended
March 31,
 
2005 2004 2005 2004 2006 2005 
Operating costs - PT Smelting (100%)$21,696 $15,480 $57,770 $49,240 $23,966 $18,451 
Add: Gold and silver refining charges 1,112 1,327 3,187  3,039  1,466 956 
Less: Acid and other by-product revenues (3,616) (4,065) (11,117) (9,547) (3,737) (3,860)
Production cost of anodes sold - (162) - (249)
Other (114) (428) (1,070) 412  (429) (502)
Production costs used in calculating cathode cash unit            
cost per pound$19,078 $12,152 $48,770 $42,895 
Production costs used in calculating cathode cash unit cost per pound$21,266 $15,045 
     
Pounds of cathode produced 144,700  136,300  434,300  320,200  142,400  143,500 
     
Cathode cash unit cost per pound$0.13 $0.09 $0.11 $0.13 $0.15 $0.10 
     
Reconciliation to Amounts Reported
     
Operating costs per above$(23,966)$(18,451)
Other costs (472,038) (278,151)
Revenue and other income 510,478  307,226 
PT Smelting net income 14,474 10,624 
     
PT Freeport Indonesia’s 25% equity interest 3,619 2,656 
Amortization of excess investment cost (60) (60)
Equity in PT Smelting earnings reported in FCX’s consolidated     
financial statements$3,559 $2,596 
     
 Three Months Ended Nine Months Ended 
 September 30, September 30, 
 2005 2004 2005 2004 
Reconciliation to Amounts Reported            
Operating costs per above$(21,696)$(15,480)$(57,770)$(49,240)
Other costs (332,544) (250,338) (923,489) (585,247)
Revenue and other income 359,738  276,771  1,007,872  634,297 
PT Smelting net income (loss) 5,498  10,953  26,613  (190)
             
PT Freeport Indonesia’s 25% equity interest 1,375  2,738  6,653  (48)
Amortization of excess investment cost (60) (60) (180) (180)
Equity in PT Smelting earnings (losses) reported in            
FCX’s consolidated financial statements$1,315 $2,678 $6,473 $(228)
CAUTIONARY STATEMENT

Our discussion and analysis contains forward-looking statements in which we discuss our expectations regarding future performance. Forward-looking statements are all statements other than historical facts, such as those regarding anticipated sales volumes, ore grades, commodity prices, general and administrative expenses, unit net cash costs, operating cash flows, royalty costs, capital expenditures, debt repayments and refinancing, debt maturities, treatment charge rates, depreciation rates, exploration efforts and results, dividend payments, liquidity and other financial commitments. We caution you that these statements are not guarantees of future performance, and our actual results may differ materially from those projected, anticipated or assumed in the forward-looking statements. Important factors that can cause our actual results to differ materially from those anticipated in the forward-looking statements include unanticipated mining, milling and other processing problems, accidents that lead to personal injury or property damage, persistent commodity price reductions, changes in political, social or economic circumstances in our area of operations, variances in ore grades, labor relations, adverse weather conditions, the speculative nature of mineral exploration, fluctuations in interest rates and other adverse financial market conditions, and other factors described in more detail under the heading “Risk Factors” in our Form 10-K for the year ended December 31, 2004.2005.

There have been no significant changes in our market risks since the year ended December 31, 2004.2005. For more information, please read the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2004.2005.

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(a) Evaluation of disclosure controls and procedures. Our chief executive officer and chief financial officer, with the participation of management, have evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report on Form 10-Q. Based on their evaluation, they have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to FCX (including our consolidated subsidiaries) required to be disclosed in our periodic Securities and Exchange Commission filings.

(b) Changes in internal controls. There has been no change in our internal control over financial reporting that occurred during the thirdfirst quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II.II. OTHER INFORMATION

We are involved from time to time in various legal proceedings of a character normally incident to the ordinary course of our business. We believe that potential liability in such proceedings would not have a material adverse effect on our financial condition or results of operations. We maintain liability insurance to cover some, but not all, potential liabilities normally incident to the ordinary course of our business as well as other insurance coverage customary in our business, with coverage limits that we deem prudent.

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TableAs reported in January 2006, we are responding to requests from governmental authorities in the United States and Indonesia for information about PT Freeport Indonesia primarily relating to PT Freeport Indonesia’s support of Contents
Indonesian security institutions. As described in our Form 10-K for the year ended December 31, 2005, we provide support to assist security institutions deployed and directed by the Government of Indonesia with infrastructure, logistics and the hardship elements of posting in Papua and our practices adhere to the joint U.S. State Department-British Foreign Office Voluntary Principles on Security and Human Rights. We are cooperating with these requests. We are also responding to various requests from Indonesian authorities related to our operations.

Item 1A. Risk Factors.
There have been no material changes to our risk factors since the year ended December 31, 2005. For more information, please read Item 1A included in our Form 10-K for the year ended December 31, 2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) During the third quarter of 2005 and in early October,In April 2006, we privately negotiated transactions with holders to induce conversion of $209.4$5.0 million of our $575 million 7% Convertible Senior Notes due 2011 into 6.80.2 million shares of our common stock. These transactions areThis transaction is in reliance on the exemption from registration provided under Section 3(a)(9) of the Securities Act of 1933.

(c) In October 2003, our Board of Directors approved a new open market share purchase program for up to 20 million shares, which replaced our previous program. The program does not have an expiration date. No shares were purchased during the three-month period ended September 30, 2005,March 31, 2006, and 14.2 million shares remain available for purchase.

Item 6. Exhibits.Exhibits.
The exhibits to this report are listed in the Exhibit Index beginning on pagePage E-1 hereof.

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FREEPORT-McMoRan COPPER & GOLD INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FREEPORT-McMoRan COPPER & GOLD INC.

By: /s/ C. Donald Whitmire, Jr.
C. Donald Whitmire, Jr.
Vice President and
Controller-Financial Reporting
(authorized signatory and
Principal Accounting Officer)

Date: November 3, 2005May 9, 2006


3839


Freeport-McMoRan Copper & Gold Inc.
EXHIBIT INDEX

Exhibit
Number      Description

3.1 Amended and Restated Certificate of Incorporation of Freeport-McMoRan Copper & Gold Inc. (FCX). Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of FCX for the quarter ended March 31, 2002 (the FCX 2002 First Quarter Form 10-Q).
   
3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of FCX. Incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of FCX for the quarter ended March 31, 2003 (the FCX 2003 First Quarter Form 10-Q).
   
3.3 Amended and Restated By-Laws of FCX dated as of February 3, 2004.amended, effective January 31, 2006. Incorporated by reference to Exhibit 3.3 to the AnnualCurrent Report on Form 10-K8-K of FCX for the fiscal year ended Decemberdated January 31, 2003 (the FCX 2003 Form 10-K).2006.
   
4.1Deposit Agreement dated as of January 15, 1994, among FCX, Mellon, as Depositary, and holders of depositary receipts (Gold-Denominated II Depositary Receipts) evidencing certain Depositary Shares, each of which, in turn, represented 0.05 shares of Gold-Denominated Preferred Stock II. Incorporated by reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 2002 (the FCX 2002 Second Quarter Form 10-Q).
4.2Form of Gold-Denominated II Depositary Receipt. Incorporated by reference to Exhibit 4.6 to the FCX 2002 Second Quarter Form 10-Q.
4.3 Deposit Agreement dated as of July 25, 1994, among FCX, Mellon, as Depositary, and holders of depositary receipts (Silver-Denominated Depositary Receipts) evidencing certain Depositary Shares, each of which, in turn, initially represented 0.025 shares of Silver-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.7 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 2002 (the FCX 2002 Second Quarter Form 10-Q.10-Q).
   
4.44.2 Form of Silver-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.8 to the FCX 2002 Second Quarter Form 10-Q.
   
4.54.3 Certificate of Designations of 5½% Convertible Perpetual Preferred Stock of FCX. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FCX dated March 30, 2004 and filed March 31, 2004.
   
4.64.4 Amended and Restated Credit Agreement dated as of September 30, 2003, but effective as of October 2, 2003, among FCX, PT Freeport Indonesia, the several financial institutions that are parties thereto, U.S. Bank Trust National Association, as PT Freeport Indonesia Trustee, J.P. Morgan Securities Inc., as Arranger, and JPMorgan Chase Manhattan Bank as Administrative Agent, Issuing Bank, Security Agent, JAA Security Agent and Documentation Agent. Incorporated by reference to Exhibit 4.7 to the Quarterly Report on Form 10-Q of FCX for the quarter ended September 30, 2003.
   
4.74.5 Senior Indenture dated as of November 15, 1996, from FCX to The Chase Manhattan Bank, as Trustee. Incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 of FCX filed November 5, 2001 (the FCX November 5, 2001 Form S-3).

4.84.6 First Supplemental Indenture dated as of November 18, 1996, from FCX to The Chase Manhattan Bank, as Trustee, providing for the issuance of the Senior Notes and supplementing the Senior Indenture dated November 15, 1996, from FCX to such Trustee, providing for the issuance of the 7.50% Senior Notes due 2006 and the 7.20% Senior Notes due 2026. Incorporated by reference to Exhibit 4.5 to the FCX November 5, 2001 Form S-3.
   
4.94.7 Indenture dated as of January 29, 2003, from FCX to The Bank of New York, as Trustee, with respect to the 10⅛% Senior Notes due 2010. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FCX dated February 6, 2003.

4.10
4.8 Indenture dated as of February 11, 2003, from FCX to The Bank of New York, as Trustee, with respect to the 7% Convertible Senior Notes due 2011. Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FCX dated February 11, 2003 and filed February 25, 2003.
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4.114.9 Indenture dated as of February 3, 2004, from FCX to The Bank of New York, as Trustee, with respect to the 6⅞% Senior Notes due 2014. Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 2003 (the FCX 2003 Form 10-K.10-K).
   
4.124.10 Rights Agreement dated as of May 3, 2000, between FCX and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Incorporated by reference to Exhibit 4.26 to the Quarterly Report on Form 10-Q of FCX for the quarter ended March 31, 2000.
   
4.134.11 Amendment No. 1 to Rights Agreement dated as of February 26, 2002, between FCX and Mellon Investor Services. Incorporated by reference to Exhibit 4.16 to the FCX 2002 First Quarter Form 10-Q.
   
10.1 Contract of Work dated December 30, 1991, between the Government of the Republic of Indonesia and PT Freeport Indonesia. Incorporated by reference to Exhibit 10.1 to the FCX November 5, 2001 Form S-3.
   
10.2 Contract of Work dated August 15, 1994, between the Government of the Republic of Indonesia and PT Irja Eastern Minerals Corporation. Incorporated by reference to Exhibit 10.2 to the FCX November 5, 2001 Form S-3.
   
10.3 Participation Agreement dated as of October 11, 1996, between PT Freeport Indonesia and P.T. RTZ-CRA Indonesia with respect to a certain contract of work. Incorporated by reference to Exhibit 10.4 to the FCX November 5, 2001 Form S-3.
   
10.4 Agreement dated as of October 11, 1996, to Amend and Restate Trust Agreement among PT Freeport Indonesia, FCX, the RTZ Corporation PLC, P.T. RTZ-CRA Indonesia, RTZ Indonesian Finance Limited and First Trust of New York, National Association, and The Chase Manhattan Bank, as Administrative Agent, JAA Security Agent and Security Agent. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of FCX dated November 13, 1996 and filed November 15, 1996.
   
10.5 Concentrate Purchase and Sales Agreement dated effective December 11, 1996, between PT Freeport Indonesia and PT Smelting. Incorporated by reference to Exhibit 10.3 to the FCX November 5, 2001 Form S-3.
   
10.6 Second Amended and Restated Joint Venture and Shareholders’ Agreement dated as of December 11, 1996, among Mitsubishi Materials Corporation, Nippon Mining and Metals Company, Limited and PT Freeport Indonesia. Incorporated by reference to Exhibit 10.5 to the FCX November 5, 2001 Form S-3.
   
10.7 Settlement Agreement dated December 17, 2004, between Underwriters Subscribing to Certain Policies Reinsuring the Original Policy, Freeport-McMoRan Insurance Company Limited, FM Services Company (FMS) and FCX. Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 2004 (the FCX 2004 Form 10-K).
   
  Executive Compensation Plans and Arrangements (Exhibits 10.8 through 10.55)10.59)
   
10.8 Annual Incentive Plan of FCX as amended effective February 2, 1999. Incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1998 (the FCX 1998 Form 10-K).
   
10.9 FCX Performance Incentive Awards Program as amended effective February 2, 1999. Incorporated by reference to Exhibit 10.13 to the FCX 1998 Form 10-K.
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10.10 FCX President’s Award Program. Incorporated by reference to Exhibit 10.7 to the FCX November 5, 2001 Form S-3.
10.11 FCX Adjusted1995 Stock Award Plan.Option Plan, as amended and restated. Incorporated by reference to Exhibit 10.1210.3 to the Current Report on Form 8-K of FCX 2003dated May 2, 2006 (the FCX May 2, 2006 Form 10-K.8-K).
   
10.12 FCX 1995Amended and Restated 1999 Stock Option Plan.Incentive Plan, as amended and restated. Incorporated by reference to Exhibit 10.1310.2 to the FCX 2003May 2, 2006 Form 10-K.8-K.
   
10.13FCX 1999 Stock Incentive Plan. Incorporated by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 2005 (the FCX 2005 Second Quarter Form 10-Q).
10.14 Form of Notice of Grant of Nonqualified Stock Options under the 1999 Stock Incentive Plan. Incorporated by reference to Exhibit 10.14 to the FCX 2005 Second Quarter Form 10-Q.
   
10.1510.14 Form of Restricted Stock Unit Agreement under the 1999 Stock Incentive Plan. Incorporated by reference to Exhibit 10.15 to the FCX 2005 Second Quarter Form 10-Q.
   
10.1610.15 Form of Performance-Based Restricted Stock Unit Agreement under the 1999 Stock Incentive Plan. Incorporated by reference to Exhibit 10.16 to the FCX 2005 Second Quarter Form 10-Q.
   
10.1710.16 FCX 1999 Long-Term Performance Incentive Plan. Incorporated by reference to Exhibit 10.19 to the Annual Report of FCX on Form 10-K for the year ended December 31, 1999 (the FCX 1999 Form 10-K).
   
10.1810.17 FCX Stock Appreciation Rights Plan dated May 2, 2000. Incorporated by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 2001 (the FCX 2001 Second Quarter Form 10-Q).
   
10.1910.18 FCX 2003 Stock Incentive Plan.Plan, as amended and restated. Incorporated by reference to Exhibit 10.1910.1 to the FCX 2005 Second QuarterMay 2, 2006 Form 10-Q.8-K.
   
10.2010.19 Form of Notice of Grant of Nonqualified Stock Options under the 2003 Stock Incentive Plan. Incorporated by reference to Exhibit 10.20 to the FCX 2005 Second Quarter Form 10-Q.
   
10.2110.20 Form of Restricted Stock Unit Agreement under the 2003 Stock Incentive Plan. Incorporated by reference to Exhibit 10.21 to the FCX 2005 Second Quarter Form 10-Q.
   
10.2210.21 Form of Performance-Based Restricted Stock Unit Agreement under the 2003 Stock Incentive Plan. Incorporated by reference to Exhibit 10.22 to the FCX 2005 Second Quarter Form 10-Q.
   
10.2310.22 FCX 1995 Stock Option Plan for Non-Employee Directors. Incorporated by reference to Exhibit 10.23 to the FCX 2005 Second Quarter Form 10-Q.
   
10.2410.23 FCX 2004 Director Compensation Plan. Incorporated by reference to Exhibit 10.24 to the FCX 2005 Second Quarter Form 10-Q.
   
10.24Form of Amendment No. 1 to Notice of Grant of Nonqualified Stock Options and Stock Appreciation Rights under the 2004 Director Compensation Plan. Incorporated by reference to Exhibit 10.4 to the FCX May 2, 2006 Form 8-K.
10.25FCX 2006 Stock Incentive Plan. Incorporated by reference to Exhibit 10.6 to the FCX May 2, 2006 Form 8-K.
10.26Form of Notice of Grant of Nonqualified Stock Options under the 2006 Stock Incentive Plan. Incorporated by reference to Exhibit 10.7 to the FCX May 2, 2006 Form 8-K.
10.27Form of Restricted Stock Unit Agreement under the 2006 Stock Incentive Plan. Incorporated by reference to Exhibit 10.8 to the FCX May 2, 2006 Form 8-K.
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10.28Form of Performance-Based Restricted Stock Unit Agreement under the 2006 Stock Incentive Plan. Incorporated by reference to Exhibit 10.9 to the FCX May 2, 2006 Form 8-K.
10.29 FCX Director Compensation. Incorporated by reference to Exhibit 10.25 to the FCX 2004 Form 10-K.
   
10.2610.30 FCX Supplemental Executive Retirement Plan dated February 26, 2004. Incorporated by reference to Exhibit 10.26 to the FCX 2004 Form 10-K.
   
10.2710.31 Amendment No. 1 to FCX Supplemental Executive Retirement Plan. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of FCX dated May 3, 2005.
   
10.2810.32 FCX 2005 Annual Incentive Plan. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of FCX dated May 5, 2005.
   
10.2910.33 Amended Financial Counseling and Tax Return Preparation and Certification Program of FCX.FCX Executive Services Program. Incorporated by reference to Exhibit 10.1810.5 to the FCX 2003 First QuarterMay 2, 2006 Form 10-Q.8-K.
   
10.3010.34 FM Services Company Performance Incentive Awards Program as amended effective February 2, 1999. Incorporated by reference to Exhibit 10.19 to the FCX 1998 Form 10-K.
10.31
10.35 Amended FM Services Company Financial Counseling and Tax Return Preparation and Certification Program. Incorporated by reference to Exhibit 10.20 to the FCX 2003 First Quarter Form 10-Q.
   
10.3210.36 Consulting Agreement dated as of December 22, 1988, with Kissinger Associates, Inc. (Kissinger Associates). Incorporated by reference to Exhibit 10.21 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1997 (the FCX 1997 Form 10-K).
   
10.3310.37 Letter Agreement dated May 1, 1989, with Kent Associates, Inc. (Kent Associates, predecessor in interest to Kissinger Associates). Incorporated by reference to Exhibit 10.22 to the FCX 1997 Form 10-K.
   
10.3410.38 Letter Agreement dated January 27, 1997, among Kissinger Associates, Kent Associates, FCX, Freeport-McMoRan Inc., and FMS. Incorporated by reference to Exhibit 10.26 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 2001 (the FCX 2001 Form 10-K).
   
10.3510.39 Supplemental Consulting Agreement with Kissinger Associates and Kent Associates, effective as of January 1, 2005.2006. Incorporated by reference to Exhibit 10.210.35 to the CurrentAnnual Report on Form 8-K10-K of FCX filed onfor the fiscal year ended December 30, 200431, 2005 (the FCX December 30, 20042005 Form 8-K)10-K).
   
10.3610.40 Agreement for Consulting Services between FTX and B. M. Rankin, Jr. effective as of January 1, 1990 (assigned to FMS as of January 1, 1996). Incorporated by reference to Exhibit 10.24 to the FCX 1997 Form 10-K.
   
10.3710.41 Supplemental Agreement between FMS and B. M. Rankin, Jr. dated December 15, 1997. Incorporated by reference to Exhibit 10.25 to the FCX 1997 Form 10-K.
   
10.3810.42 Supplemental Letter Agreement between FMS and B. M. Rankin, Jr., effective as of January 1, 2005.2006. Incorporated by reference to Exhibit 10.3610.38 to the FCX 20042005 Form 10-K.
   
10.3910.43 Letter Agreement effective as of January 7, 1997, between Senator J. Bennett Johnston, Jr. and FMS. Incorporated by reference to Exhibit 10.31 to the FCX 2001 Form 10-K.
   
10.4010.44 Supplemental Letter Agreement dated July 14, 2003, between J. Bennett Johnston, Jr. and FMS. Incorporated by reference to Exhibit 10.28 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 2003.
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10.41Supplemental Consulting Agreement between FMS and J. Bennett Johnston, Jr., effective as of January 1, 2005. Incorporated by reference to Exhibit 10.1 to the FCX December 30, 2004 Form 8-K.
10.4210.45 Supplemental Letter Agreement between FMS and J. Bennett Johnston, Jr., dated January 18, 2005. Incorporated by reference to Exhibit 10.40 to the FCX 2004 Form 10-K.
   
10.4310.46Supplemental Consulting Agreement between FMS and J. Bennett Johnston, Jr., effective as of January 1, 2006. Incorporated by reference to Exhibit 10.42 to the FCX 2005 Form 10-K.
10.47 Letter Agreement dated November 1, 1999, between FMS and Gabrielle K. McDonald. Incorporated by reference to Exhibit 10.33 to the FCX 1999 Form 10-K.
   
10.4410.48 Supplemental Letter Agreement, between FMS and Gabrielle K. McDonald, effective as of January 1, 2005.2006. Incorporated by reference to Exhibit 10.310.44 to the FCX December 30, 20042005 Form 8-K.10-K.
   
10.4510.49 Executive Employment Agreement dated April 30, 2001, between FCX and James R. Moffett. Incorporated by reference to Exhibit 10.35 to the FCX 2001 Second Quarter Form 10-Q.
   
10.4610.50 Executive Employment Agreement dated April 30, 2001, between FCX and Richard C. Adkerson. Incorporated by reference to Exhibit 10.36 to the FCX 2001 Second Quarter Form 10-Q.
   
10.4710.51 Change of Control Agreement dated April 30, 2001, between FCX and James R. Moffett. Incorporated by reference to Exhibit 10.37 to the FCX 2001 Second Quarter Form 10-Q.
   
10.4810.52 Change of Control Agreement dated April 30, 2001, between FCX and Richard C. Adkerson. Incorporated by reference to Exhibit 10.38 to the FCX 2001 Second Quarter Form 10-Q.
10.49
10.53 First Amendment to Executive Employment Agreement dated December 10, 2003, between FCX and James R. Moffett. Incorporated by reference to Exhibit 10.36 to the FCX 2003 Form 10-K.
   
10.5010.54 First Amendment to Executive Employment Agreement dated December 10, 2003, between FCX and Richard C. Adkerson. Incorporated by reference to Exhibit 10.37 to the FCX 2003 Form 10-K.
   
10.5110.55 First Amendment to Change of Control Agreement dated December 10, 2003, between FCX and James R. Moffett. Incorporated by reference to Exhibit 10.38 to the FCX 2003 Form 10-K.
   
10.5210.56 First Amendment to Change of Control Agreement dated December 10, 2003, between FCX and Richard C. Adkerson. Incorporated by reference to Exhibit 10.39 to the FCX 2003 Form 10-K.
   
10.5310.57 Change of Control Agreement dated February 3, 2004, between FCX and Michael J. Arnold. Incorporated by reference to Exhibit 10.40 to the FCX 2003 Form 10-K.
   
10.5410.58 Change of Control Agreement dated February 3, 2004, between FCX and Mark J. Johnson. Incorporated by reference to Exhibit 10.41 to the FCX 2003 Form 10-K.
   
10.5510.59 Change of Control Agreement dated February 3, 2004, between FCX and Kathleen L. Quirk. Incorporated by reference to Exhibit 10.42 to the FCX 2003 Form 10-K.

 Letter from Ernst & Young LLP regarding unaudited interim financial statements.
   
 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d - 14(a).
   
 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d - 14(a).
   
 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
   
 Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350.


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