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 March 31,June 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
To
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(IRS Employer Identification No.)
incorporation or organization) 
  
1615 Poydras Street
 
New Orleans, 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. R Yes ÿ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer R Accelerated filer
ÿ Non-accelerated filer
ÿ

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

On March 31,June 30, 2006, there were issued and outstanding 188,465,573187,159,910 shares of the registrant’s Class B Common Stock, par value $0.10 per share.

 


FREEPORT-McMoRan COPPER & GOLD INC.

TABLE OF CONTENTS

  
 Page
3
  
 
  
3
  
4
  
5
  
6
  
1416
  
Item 2. Management's Discussion and Analysis of Financial Condition
1517
  
Item 3. Quantitative and Qualitative Disclosures about Market Risk
3745
  
Item 4. Controls and Procedures
3845
  
Part II. Other Information
3845
  
Item 1. Legal Proceedings
3845
  
Item 1A.1A. Risk Factors
3845
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
3847
47
  
3848
  
3948
  
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(Unaudited))

  March 31,  December 31, 
  2006  2005 
  (In Thousands) 
ASSETS        
Current assets:        
Cash and cash equivalents $284,070  $763,599 
Accounts receivable  616,090   687,969 
Inventories  612,522   565,019 
Prepaid expenses and other  13,989   5,795 
Total current assets  1,526,671   2,022,382 
Property, plant, equipment and development costs, net  3,095,779   3,088,931 
Deferred mining costs  -   285,355 
Other assets  114,824   119,999 
Investment in PT Smelting  58,918   33,539 
Total assets $4,796,192  $5,550,206 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $433,731  $573,560 
Current portion of long-term debt and short-term borrowings  90,077   253,350 
Accrued income taxes  56,231   327,041 
Rio Tinto share of joint venture cash flows  33,015   125,809 
Unearned customer receipts  32,746   57,184 
Accrued interest payable  12,980   32,034 
Total current liabilities  658,780   1,368,978 
Long-term debt, less current portion:        
Senior notes  612,900   624,365 
Convertible senior notes  312,667   323,667 
Equipment and other loans  51,171   54,529 
Atlantic Copper debt  34,455   37 
Total long-term debt, less current portion  1,011,193   1,002,598 
Accrued postretirement benefits and other liabilities  217,228   210,259 
Deferred income taxes  831,113   902,386 
Minority interests  215,601   222,991 
Stockholders’ equity:        
Convertible perpetual preferred stock  1,100,000   1,100,000 
Class B common stock  29,898   29,696 
Capital in excess of par value of common stock  2,303,626   2,212,246 
Retained earnings  1,035,300   1,086,191 
Accumulated other comprehensive income  11,989   10,749 
Common stock held in treasury  (2,618,536)  (2,595,888)
Total stockholders’ equity  1,862,277   1,842,994 
Total liabilities and stockholders’ equity $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 CASH FLOWS (Unaudited)

  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 

  June 30,  December 31, 
  2006  2005 
  (In Thousands) 
ASSETS        
Current assets:        
Cash and cash equivalents $357,751  $763,599 
Accounts receivable  685,275   687,969 
Inventories  790,942   565,019 
Prepaid expenses and other  18,534   5,795 
Total current assets  1,852,502   2,022,382 
Property, plant, equipment and development costs, net  3,104,806   3,088,931 
Deferred mining costs  -   285,355 
Other assets  111,661   119,999 
Investment in PT Smelting  40,570   33,539 
Total assets $5,109,539  $5,550,206 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable and accrued liabilities $581,022  $573,560 
Accrued income taxes  94,563   327,041 
Current portion of long-term debt and short-term borrowings  89,683   253,350 
Unearned customer receipts  56,900   57,184 
Accrued interest payable  29,828   32,034 
Rio Tinto share of joint venture cash flows  26,251   125,809 
Total current liabilities  878,247   1,368,978 
Long-term debt, less current portion:        
Senior notes  612,900   624,365 
Convertible senior notes  307,663   323,667 
Equipment and other loans  47,764   54,529 
Atlantic Copper debt  13,841   37 
Total long-term debt, less current portion  982,168   1,002,598 
Accrued postretirement benefits and other liabilities  236,710   210,259 
Deferred income taxes  852,209   902,386 
Minority interests  218,849   222,991 
Stockholders' equity:        
Convertible perpetual preferred stock  1,100,000   1,100,000 
Class B common stock  30,011   29,696 
Capital in excess of par value of common stock  2,357,782   2,212,246 
Retained earnings  1,202,295   1,086,191 
Accumulated other comprehensive income  199   10,749 
Common stock held in treasury  (2,748,931)  (2,595,888)
Total stockholders’ equity  1,941,356   1,842,994 
Total liabilities and stockholders’ equity $5,109,539  $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  Six Months Ended 
  June 30,  June 30, 
  2006  2005  2006  2005 
  (In Thousands, Except Per Share Amounts) 
Revenues$1,426,202 $902,909 $2,512,324 $1,705,974 
Cost of sales:            
Production and delivery 605,607  390,586  1,083,522  755,592 
Depreciation and amortization 43,355  54,159  86,605  111,085 
Total cost of sales 648,962  444,745  1,170,127  866,677 
Exploration expenses 2,778  2,342  5,354  4,262 
General and administrative expenses 35,135  25,379  65,766  46,993 
Total costs and expenses 686,875  472,466  1,241,247  917,932 
Operating income 739,327  430,443  1,271,077  788,042 
Equity in PT Smelting earnings 2,006  2,562  5,565  5,158 
Interest expense, net (21,024) (35,292) (43,695) (72,840)
(Losses) gains on early extinguishment and            
conversion of debt (267) -  (2,240) 37 
Other income, net 14,616  8,143  19,574  16,095 
Income before income taxes and minority            
interests 734,658  405,856  1,250,281  736,492 
Provision for income taxes (310,244) (188,684) (531,966) (352,712)
Minority interests in net income of            
consolidated subsidiaries (42,034) (26,800) (69,160) (47,888)
Net income 382,380  190,372  649,155  335,892 
Preferred dividends (15,125) (15,125) (30,250) (30,250)
Net income applicable to common stock$367,255 $175,247 $618,905 $305,642 
             
Net income per share of common stock:            
Basic $1.95  $0.98  $3.29  $1.71 
Diluted $1.74  $0.91  $2.97  $1.62 
             
Average common shares outstanding:            
Basic 188,506  178,324  188,211  178,822 
Diluted 222,111  219,990  221,794  220,516 
             
Dividends paid per share of common stock $1.0625  $0.25  $1.875  $1.00 
             
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)

  Six Months Ended June 30, 
  2006  2005 
  (In Thousands) 
Cash flow from operating activities:        
Net income $649,155  $335,892 
Adjustments to reconcile net income to net cash provided by   
operating activities:        
Depreciation and amortization  86,605   111,085 
Minority interests' share of net income  69,160   47,888 
Deferred income taxes  63,295   5,327 
Stock-based compensation  24,824   1,826 
Long-term compensation and postretirement benefits  10,590   9,802 
Losses (gains) on early extinguishment and conversion of debt  2,240   (37)
Equity in PT Smelting earnings  (5,565)  (5,158)
Increase in deferred mining costs  -   (52,810)
(Recognition) elimination of profit on PT Freeport Indonesia        
sales to PT Smelting  (12,979)  25 
Provision for inventory obsolescence  3,000   3,000 
Other  4,806   1,067 
(Increases) decreases in working capital:        
Accounts receivable  (1,790)  123,278 
Inventories  (218,373)  25,155 
Prepaid expenses and other  (2,845)  (2,406)
Accounts payable and accrued liabilities  29,655   (8,100)
Rio Tinto share of joint venture cash flows  (99,558)  (334)
Accrued income taxes  (226,292)  25,011 
(Increase) decrease in working capital  (519,203)  162,604 
Net cash provided by operating activities  375,928   620,511 
         
Cash flow from investing activities:        
PT Freeport Indonesia capital expenditures  (104,163)  (53,428)
Atlantic Copper and other capital expenditures  (6,182)  (5,863)
Sale of assets  2,887   - 
Investment in PT Smelting and other  (1,152)  131 
Proceeds from insurance settlement  -   2,016 
Net cash used in investing activities  (108,610)  (57,144)
         
Cash flow from financing activities:        
Proceeds from debt  53,135   65,647 
Repayments of debt  (223,303)  (235,249)
Redemption of step-up preferred stock  -   (215)
Purchases of FCX common shares  (99,783)  (80,227)
Cash dividends paid:        
Common stock  (352,493)  (179,658)
Preferred stock  (30,250)  (30,251)
Minority interests  (56,802)  (71,425)
Net proceeds from exercised stock options  13,830   2,016 
Excess tax benefit from exercised stock options  22,522   - 
Other  (22)  (21)
Net cash used in financing activities  (673,166)  (529,383)
Net (decrease) increase in cash and cash equivalents  (405,848)  33,984 
Cash and cash equivalents at beginning of year  763,599   551,450 
Cash and cash equivalents at end of period $357,751  $585,434 
         
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.   BASIS OF PRESENTATIONGENERAL
The accompanying unaudited consolidated financial statements should be read in conjunction with Freeport-McMoRan Copper & Gold Inc.’s (FCX) consolidated financial statements and notes contained in its 2005 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. Operating results for the three-monthsix-month period ended March 31,June 30, 2006, are not necessarily indicative of the results that may be expected for 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 Compensation. As of March 31,June 30, 2006, FCX has threefour stock-based employee compensation plans and two stock-based director compensation plans. Prior to January 1, 2006, FCX accounted for options granted under all of its plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, as permitted by Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation.” APB Opinion No. 25 required compensation cost for stock 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 (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 granted after January 1, 2006, to retirement-eligible employees, FCX records one year of amortization of the awards’ value on the date of grant. RestrictedCertain 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,June 30, 2006, was $9.0$6.8 million lower and net income was $5.2$4.0 million ($0.030.02 per basic and diluted share) lower, and FCX’s income before income taxes and minority interests for the six months ended June 30, 2006, was $15.9 million lower and net income was
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$9.3 million ($0.05 per basic share and $0.02$0.04 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 theits 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$22.5 million excess tax benefit classified as a financing cash inflow in the Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 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 SFAS No. 123 to stock-based awards granted under FCX’s stock-based compensation plans (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 dates 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 of FCX’s stock 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 fivesix stock-based compensation plans and all are shareholder approved. As of March 31,June 30, 2006, only threefour of the plans, which are discussed below, have awards available for grant.

FCX’s 1999 Stock Incentive Plan (the 1999 Plan) and 2003 Stock Incentive Plan (the 2003 Plan) provide for the issuance of stock options, SARs, restricted stock units and other stock-based awards. Each plan allows FCX to grant awards for up to 8.0 million common shares to eligible participants. In May 2004, FCX’s shareholders approved the 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. In May 2006, FCX’s shareholders approved the 2006 Stock Incentive Plan (the 2006 Plan). The 2006 Plan provides for the issuance of stock options, SARs, restricted stock units and other stock-based awards. The 2006 Plan allows FCX to grant awards for up to 12.0 million common shares to eligible participants.

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 12.0 million shares under the 2006 Plan, 0.5 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 June 30, 2006.

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 date of grant at 50 percent above the cash incentive compensation that the employee elects to replace. Dividends on restricted stock units accrue and are subject to the awards vesting. Stock option and SAR awards do not receive dividends.

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.

In May 2004, FCX’s shareholders approved
  Three Months Ended Six Months Ended 
  June 30, June 30, 
  2006 2005 2006 2005 
Stock options awarded to employees (including directors) $6,849 $526
a
$15,877 $1,034
a
Stock options awarded to nonemployees  372  268  859  587 
Restricted stock units in lieu of cash awards  4,351  3,042  6,829  6,063 
Restricted stock units awarded to directors  870  57  956  99 
Stock appreciation rights  (327) (430) 952  99 
Total stock-based compensation costb
  12,115  3,463  25,473  7,882 
Tax benefit  (4,038) (918) (8,955) (2,220)
Minority interest share  (595) (136) (1,319) (330)
Impact on net income $7,482 $2,409 $15,199 $5,332 
              
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a.  Represents amortization of the intrinsic value of FCX’s Class A stock options that were converted to Class B stock options in 2002.
b.  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 $2.6 million in the 2006 quarter, $0.1 million in the 2005 quarter, $7.1 million in the 2006 six-month period and $3.0 million in the 2005 six-month period.

The following table illustrates the 2004 Director Compensation Plan (the 2004 Plan). The 2004 Plan authorizes awards of optionseffect on net income and restricted stock unitsearnings per share for up to 1.0 million sharesthe three months ended June 30, 2005 and the one-time grantsix months ended June 30, 2005, if FCX had applied the fair value recognition provisions of 66,882 SARs.SFAS No. 123 to stock-based awards granted under FCX’s stock-based compensation plans (in thousands, except per share amounts):

Awards granted under all
  Three Months  Six Months 
  Ended  Ended 
  June 30, 2005  June 30, 2005 
Net income applicable to common stock, as reported $175,247  $305,642 
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  1,898   4,457 
Deduct: Total stock-based employee compensation        
expense determined under fair value-based method        
for all awards, net of taxes and minority interests  (5,339)  (10,754)
Pro forma net income applicable to common stock $171,806  $299,345 
         
Earnings per share:        
Basic - as reported $0.98  $1.71 
Basic - pro forma $0.96  $1.67 
         
Diluted - as reported $0.91  $1.62 
Diluted - pro forma $0.89  $1.56 
         
For the pro forma computations, the values of option grants were calculated on the plans generally expire 10 years after the datedates of grant using the Black-Scholes-Merton option pricing model and vest in 25 percent annual increments beginning one year fromamortized to expense on a straight-line basis over the dateoptions’ vesting periods. No other discounts or restrictions related to vesting or the likelihood of grant.vesting of stock options were applied. The plans provide for employeesfollowing table summarizes the calculated average fair values and weighted-average assumptions used to receivedetermine the following year’s vesting after retirement and provide for accelerated vesting if there is a change in control (as defined infair value of FCX’s stock option grants under SFAS No. 123 during 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, 2006.2005 periods presented.

 Three Months  Six Months 
 Ended  Ended 
 June 30, 2005  June 30, 2005 
Fair value per stock option$12.90  $13.97 
Risk-free interest rate 3.7%  3.9%
Expected volatility rate 45%  46%
Expected life of options (in years) 6   6 
Assumed annual dividend$1.00  $1.00 

Options and SARs. A summary of options outstanding as of March 31,June 30, 2006, including 152,427145,871 SARs, and changes during the threesix months ended March 31,June 30, 2006 follows:follow:


     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 
           
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     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      
Granted1,116,250  62.96      
Exercised(2,545,133) 26.62      
Expired/Forfeited(61,574) 38.99      
Balance at June 305,865,155  39.47 8.13 $101,904 
           
Vested and exercisable at June 30567,860  22.10 7.10 $18,918 
           
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 threesix months ended March 31,June 30, 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 volatility 33.3%-42.2% 
Weighted average volatility 37.7% 
Expected life of options (in years) 4.0  
Expected dividend rate 2.9% 
Risk-free interest rate 4.4% 

The grant-date fair value of options granted during the three months ended March 31, 2006, was $17.93 per option and during the three months ended June 30, 2006, was $15.25 per option. The total intrinsic value of options exercised during the three months ended March 31,June 30, 2006, was $61.5$32.2 million and during the six months ended June 30, 2006, was $93.8 million. As of March 31,June 30, 2006, FCX had $66.6$60.9 million of total unrecognized compensation cost related to unvested stock options expected to be recognized over a weighted average period of 1.41.3 years.

Cash received from stock optionThe following table includes amounts related to 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 SARs 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,periods presented (in millions, except shares tendered 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.taxes):

 Three Months Ended Six Months Ended 
 June 30, June 30, 
 2006 2005 2006 2005 
FCX shares tendered to pay the exercise price            
and/or the minimum required taxesa
 451,743  -  809,634  524,907 
Cash received from stock option exercises$10.1 $0.5 $35.3 $7.7 
Actual tax benefit realized for the tax deductions            
from stock option exercises$10.3 $0.2 $29.9 $6.1 
Amounts FCX paid for employee taxes related            
to stock option exercises$7.5 $- $21.5 $5.7 
Amounts FCX paid for exercised SARs$0.2 $0.1 $2.0 $0.1 

a.   Under terms of the related plans, 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.

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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 grants restricted stock units to its directors under the 2004 Plan. The restricted stock units vest over four years and are valued on the date of grant based on the average high and low price of FCX common stock. The fair value of the restricted stock units is amortized over the four-year vesting period or the period until the director becomes retirement-eligible, whichever is shorter. Upon a director’s retirement, all unvested restricted stock units immediately vest. For retirement-eligible directors, the fair value of restricted stock units is recognized on the date of grant.

FCX granted 332,67720,000 restricted stock units in the three months ended March 31,June 30, 2006, and 123,04420,000 restricted stock units in the three months ended March 31,June 30, 2005, 352,677 restricted stock units in the six months ended June 30, 2006 and 143,044 restricted stock units in the six months ended June 30, 2005. A summary of outstanding unvested restricted stock units as of March 31,June 30, 2006, and activity during the threesix months ended March 31,June 30, 2006 is presented below:

  Weighted     Weighted   
  Average Aggregate   Average Aggregate 
Number of Remaining Intrinsic Number of Remaining Intrinsic 
Restricted Contractual Value Restricted Contractual Value 
Stock Units Term (years) ($000) Stock Units Term (years) ($000) 
Balance at January 1317,258      317,258      
Granted332,677      352,677      
Vested(131,301)     (139,350)     
Forfeited-      -      
Balance at March 31518,634 2.29 $30,999 
Balance at June 30530,585 2.55 $29,400 
            
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 is considered to be the calendar year prior to the grant date, the entire value of this award on the date of grant was charged to expense during the calendar year prior to the date of grant.

The grant-date fair value of restricted stock units granted during the three months ended June 30, 2006, was $1.1 million. The total intrinsic value of restricted stock units vesting during the three months ended March 31,June 30, 2006, was $8.2$0.4 million and during the six months ended June 30, 2006, was $8.7 million. As of June 30, 2006, FCX had $1.2 million of total unrecognized compensation cost related to unvested restricted stock units expected to be recognized over a weighted average period of 1.3 years.
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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,
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June 30, 2006, was $32.8$5.9 million lower and net income was $17.4$3.2 million ($0.090.02 per basic share and $0.08$0.01 per diluted share) lower, and FCX’s income before income taxes and minority interests for the six months ended June 30, 2006, was $38.7 million lower and net income was $20.6 million ($0.11 per basic share and $0.09 per diluted share) lower than if it had not adopted EITF 04-6 and 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
FCX’s basic net income per share of common stock was calculated by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the year. The following is a reconciliation of net income and weighted-average common shares outstanding for purposes of calculating diluted net income per share (in thousands, except per share amounts):

 Three Months Ended  Three Months Ended Six Months Ended 
 March 31,  June 30, June 30, 
 2006 2005  2006 2005 2006 2005 
Net income before preferred dividends $266,775 $145,520  $382,380 $190,372 $649,155 $335,892 
Preferred dividends  (15,125) (15,125)  (15,125) (15,125) (30,250) (30,250)
Net income applicable to common stock 251,650  130,395  367,255 175,247  618,905 305,642 
Plus income impact of assumed conversion of:                
5½% Convertible Perpetual Preferred Stock 15,125  -  15,125 15,125  30,250 30,250 
7% Convertible Senior Notes  5,101  10,323   5,070  10,287  10,175  20,609 
Diluted net income applicable to common stock $271,876 $140,718  $387,450 $200,659 $659,330 $356,501 
                
Weighted average common shares outstanding 187,916  179,320  188,506 178,324  188,211 178,822 
Add:                
Shares issuable upon conversion, exercise or vesting of:                
5½% Convertible Perpetual Preferred Stock 21,732  -  22,004 21,152  21,868 21,034 
7% Convertible Senior Notes 10,159  18,625  9,995 18,625  10,077 18,625 
Dilutive stock options 1,052  1,701  881 1,408  966 1,555 
Restricted stock  618  480   725  481  672  480 
Weighted average common shares outstanding for purposes of calculating      
diluted net income per share  221,477  200,126 
Weighted average common shares outstanding for          
purposes of calculating diluted net income per share  222,111  219,990  221,794  220,516 
                
Diluted net income per share of common stock $1.23 $0.70  $1.74 $0.91 $2.97 $1.62 
                
Outstanding stock options with exercise prices greater than the average market price of FCX’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. 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 

 Three Months Ended Six Months Ended 
 June 30, June 30, 
 2006 2005 2006 2005 
Weighted average options1,006 5,463 842 2,732 
Weighted average exercise price$63.77 $36.98 $63.77 $36.98 
         
 
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5.   INVENTORIES
The components of inventories follow (in thousands):

  March 31, December 31,   June 30, December 31, 
  2006 2005   2006 2005 
PT Freeport Indonesia:Concentrates and stockpiles -       Concentrates and stockpiles -       
Average cost $5,466 $14,723 Average cost $30,706 $14,723 
Atlantic Copper:Concentrates - First in, first out (FIFO)  130,966  137,740 Concentrates - First in, first out (FIFO)  245,708  137,740 
Work in process - FIFO  184,729  144,951 Work in process - FIFO  197,892  144,951 
Finished goods - FIFO  1,214  2,975 Finished goods - FIFO  4,602  2,975 
Total product inventoriesTotal product inventories  322,375  300,389 Total product inventories  478,908  300,389 
Total materials and supplies, netTotal materials and supplies, net  290,147  264,630 Total materials and supplies, net  312,034  264,630 
Total inventoriesTotal inventories $612,522 $565,019 Total inventories $790,942 $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 $17.2 million at June 30, 2006, and $16.6 million at March 31, 2006, and December 31, 2005.

6.   DEBT AND EQUITY TRANSACTIONS
As of March 31,June 30, 2006, FCX had total outstanding debt of $1.1 billion. DebtTotal debt was reduced by a net $154.7$184.1 million during the first quartersix months of 2006, including $167.4 million for the mandatory redemption of FCX’s Gold-Denominated Preferred Stock, Series II.II in February 2006. The mandatory redemption was based on average gold prices at the time of redemption ($548.92 per ounce) and totaled $236.4 million, resulting in a $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 conversionduring the first six months of $11.0 million of 7% Convertible Senior Notes due 2011 into 0.4 million shares of FCX common stock and purchases in open-market transactions of $11.5 million of 10⅛% Senior Notes due 2010 for $12.6 million. 2006 included:

·  privately negotiated transactions to induce conversion of $16.0 million of 7% Convertible Senior Notes due 2011 into 0.5 million shares of FCX common stock and
·  purchases in open-market transactions of $11.5 million of 10⅛% Senior Notes due 2010 for $12.6 million.

As a result of the induced conversionconversions and open-market transactions, FCX recorded charges of $2.0$2.2 million ($1.31.5 million to net income, net of related reduction of interest expense, or $0.01 per share) in the first quartersix months of 2006. In AprilJuly 2006, FCX induced conversion of an additional $5.0$14.5 million of 7% Convertible Senior Notes due 2011 into 0.20.5 million shares of FCX common stock.

In July 2006, FCX and PT Freeport Indonesia entered into an amended credit agreement for a $465 million revolving credit facility compared with its previous $195 million facility that was scheduled to mature in September 2006. The new facility, which can be expanded to up to $500 million with additional lender commitments, matures in 2009 and no amounts are outstanding under the facility.

On August 1, 2006, FCX funded the final scheduled annual redemption payment on its Silver-Denominated Preferred Stock for $25.8 million. The mandatory redemption will result in a $12.5 million decrease in debt and a reduction of revenues of $13.3 million, $7.0 million to net income, in the third quarter of 2006.

7.INTEREST COST
Interest expense excludes capitalized interest of $2.3 million in the second quarter of 2006, $1.0 million in the second quarter of 2005, $4.1 million in the first six months of 2006 and $1.9 million in the first six months of 2005.

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8.   EMPLOYEE BENEFITS
The components of net periodic pension benefit cost for the three months ended March 31,June 30, 2006 and 2005 follow (in thousands):

FCX PT Freeport Indonesia Atlantic Copper FCX PT Freeport Indonesia Atlantic Copper 
2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 
Service cost$109 $179 $946 $931 $- $- $(17)$165 $958 $900 $- $- 
Interest cost 398 518 1,226 972 1,114 1,289  463 596 1,240 940 1,164 1,239 
Expected return on plan assets 340 (22) (609) (365) -  -  39 (234) (617) (353) - - 
Amortization of prior service cost 1,051 944 234 232 - -  1,051 1,019 238 225 - - 
Amortization of net actuarial loss 14  -  134  184  221  241  14  -  136  178  230  231 
Net periodic benefit cost$1,912 $1,619 $1,931 $1,954 $1,335 $1,530 $1,550 $1,546 $1,955 $1,890 $1,394 $1,470 
             
The components of net periodic pension benefit cost for the six months ended June 30, 2006 and 2005 follow (in thousands):

 FCX PT Freeport Indonesia Atlantic Copper 
 2006 2005 2006 2005 2006 2005 
Service cost$92 $344 $1,904 $1,831 $- $- 
Interest cost 861  1,114  2,466  1,912  2,278  2,528 
Expected return on plan assets 379  (256) (1,226) (718) -  - 
Amortization of prior service cost 2,102  1,963  472  457  -  - 
Amortization of net actuarial loss 28  -  270  362  451  472 
Net periodic benefit cost$3,462 $3,165 $3,886 $3,844 $2,729 $3,000 
                   
8.9.   INTEREST COSTBUSINESS SEGMENTS
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.

 
Mining
and Exploration
 Smelting and Refining Eliminations and Other FCX Total  
Mining
and
Exploration
 
Smelting
and Refining
 
Eliminations 
and Other
 FCX Total 
 (In Thousands)  (In Thousands) 
Three months ended March 31, 2006:            
Three months ended June 30, 2006:            
Revenues $796,783
a
$516,104 $(226,765)$1,086,122  $1,035,168
a
$593,134 $(202,100)$1,426,202 
Production and delivery 286,677  491,437  (300,199
)b
 477,915  281,308  560,375  (236,076
)b
 605,607 
Depreciation and amortization 33,773  7,406  2,071  43,250  33,910  7,410  2,035  43,355 
Exploration expenses 2,537  -  39  2,576  2,709  -  69  2,778 
General and administrative expenses  82,306
c
 3,775  (55,450
)c
 30,631   55,689
c
 3,529  (24,083
)c
 35,135 
Operating income $391,490 $13,486 $126,774 $531,750  $661,552 $21,820 $55,955 $739,327 
Equity in PT Smelting earnings $- $3,559 $- $3,559  $- $2,006 $- $2,006 
Interest expense, net $3,273 $5,447 $13,951 $22,671  $1,608 $4,824 $14,592 $21,024 
Provision for income taxes $144,691 $- $77,031 $221,722  $237,001 $- $73,243 $310,244 
Capital expenditures $48,940 $3,513 $(331)$52,122  $56,392 $2,669 $(838)$58,223 
Total assets $3,729,867
d
$963,594
e
$102,731 $4,796,192  $3,890,148
d
$1,035,415
e
$183,976 $5,109,539 
                        
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 
             

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Mining
and Exploration
 Smelting and Refining Eliminations and Other FCX Total 
  (In Thousands) 
Three months ended June 30, 2005:             
Revenues $678,386
a
$331,897 $(107,374)$902,909 
Production and delivery  223,355  321,909  (154,678
)b
 390,586 
Depreciation and amortization  44,217  7,141  2,801  54,159 
Exploration expenses  2,272  -  70  2,342 
General and administrative expenses  18,425
c
 2,901  4,053
c
 25,379 
Operating income (loss) $390,117 $(54)$40,380 $430,443 
Equity in PT Smelting earnings $- $2,562 $- $2,562 
Interest expense, net $5,897 $4,387 $25,008 $35,292 
Provision for income taxes $138,007 $- $50,677 $188,684 
Capital expenditures $29,939 $3,139 $(33)$33,045 
Total assets $3,870,969
d
$717,707
e
$369,588 $4,958,264 
              
Six months ended June 30, 2006:             
Revenues $1,831,951
a
$1,109,238 $(428,865)$2,512,324 
Production and delivery  567,985  1,051,812  (536,275
)b
 1,083,522 
Depreciation and amortization  67,683  14,816  4,106  86,605 
Exploration expenses  5,246  -  108  5,354 
General and administrative expenses  137,995
c
 7,304  (79,533
)c
 65,766 
Operating income $1,053,042 $35,306 $182,729 $1,271,077 
Equity in PT Smelting earnings $- $5,565 $- $5,565 
Interest expense, net $4,881 $10,271 $28,543 $43,695 
Provision for income taxes $381,692 $- $150,274 $531,966 
Capital expenditures $105,332 $6,182 $(1,169)$110,345 
              
Six months ended June 30, 2005:             
Revenues $1,365,784
a
$604,013 $(263,823)$1,705,974 
Production and delivery  417,233  585,486  (247,127) 755,592 
Depreciation and amortization  91,142  14,230  5,713  111,085 
Exploration expenses  4,164  -  98  4,262 
General and administrative expenses  51,607
c
 5,905  (10,519
)c
 46,993 
Operating income (loss) $801,638 $(1,608)$(11,988)$788,042 
Equity in PT Smelting earnings $- $5,158 $- $5,158 
Interest expense, net $11,624 $8,192 $53,024 $72,840 
Provision for income taxes $283,326 $- $69,386 $352,712 
Capital expenditures $53,508 $5,863 $(80)$59,291 
              
a.  Includes PT Freeport Indonesia’s sales to PT Smelting totaling $282.5$325.4 million in the 2006 quarter, and $234.2$194.9 million in the 2005 quarter.quarter, $607.9 million in the 2006 six-month period and $429.0 million in the 2005 six-month period.
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 $(20.8)$7.8 million in the 2006 quarter, and $2.6$(2.6) million in the 2005 quarter.quarter and $(13.0) million in the 2006 six-month period.
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 $56.0$29.4 million in the 2006 quarter, and $16.8$0.7 million in the 2005 quarter.quarter, $85.5 million in the 2006 six-month period and $17.4 million in the 2005 six-month period.
d.  Includes PT Freeport Indonesia’s trade receivables with PT Smelting totaling $149.6$257.6 million at March 31,June 30, 2006, and $120.4$71.9 million at March 31,June 30, 2005.
e.  Includes PT Freeport Indonesia’s equity investment in PT Smelting totaling $58.9$40.6 million at March 31,June 30, 2006, and $47.8$52.9 million at March 31,June 30, 2005.

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

 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 
       
  Three Months Ended Six Months Ended 
  June 30, June 30, 
  2006 2005 2006 2005 
Net income $382,380 $190,372 $649,155 $335,892 
Other comprehensive income (loss):             
Change in unrealized derivatives’ fair value, net of taxes             
of $1.4 million for the three months ended June 30,             
2006, $0.8 million for the three months ended June 30,             
2005, $(0.1) million for the six months ended June 30,             
2006 and $1.0 million for the six months ended June 30,             
2005  (12,846
)a
 (1,047) (10,805) (1,345)
Reclass to earnings, net of taxes of $0.5 million             
for the three months ended June 30, 2006, $1.0 million             
for the six months ended June 30, 2006 and $0.1 million             
for the 2005 periods  1,055  (192) 340  (95)
Total comprehensive income $370,589 $189,133 $638,690 $334,452 
              
a.   Relates to unrealized losses on PT Smelting’s hedging contracts to fix a portion of its revenues through 2007. At June 30, 2006, FCX had $10.9 million in accumulated other comprehensive income related to these contracts.

11.   RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the first threesix months of 2006 was 21.526.5 to 1 compared with 9.410.7 to 1 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.


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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. and its subsidiaries as of March 31,June 30, 2006 and the related consolidated statements of income for the three-month and six-month periods ended June 30, 2006 and 2005, and the consolidated statements of cash flows for the three-monthsix-month periods ended March 31,June 30, 2006 and 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 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, 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 U.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, 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 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, 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
April 24,August 1, 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” 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, 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.” Per share amounts are on a diluted basis unless otherwise noted.

Through our majority-owned subsidiary, PT Freeport Indonesia, we have one of the world’s largest copper and gold mining and production operations in terms of reserves and production. Our principal asset is a majority ownership interest in the Grasberg minerals district, which, based on the latest 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, operates 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. All of our proven and probable mineral reserves and current mining operations are located in Block A.

We own 90.64 percent of PT Freeport Indonesia, including 9.36 percent 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
PT Freeport Indonesia’s share of annual sales in 2006 is expectedcurrently projected to approximate 1.31.2 billion pounds of copper and 1.7 million ounces of gold, including 280compared with previous estimates of 1.3 billion pounds and 1.7 million pounds ofounces. The reduction in estimated copper and 275 thousand ounces of goldsales primarily reflects operational issues experienced in the second quarter and the impact of 2006.mine plan revisions to incorporate geotechnical data. Efforts are under way to improve productivity of mining activities, which would increase mining rates and advance timing of metal production. At the Grasberg open-pit mine, the sequencing in mining areas with varying ore grades causes fluctuations in the timing of ore production, resulting in varying quarterly and annual copper and gold sales. During 2006, approximately 6063 percent of copper and 5655 percent of gold sales are expected in the second half of the year. Because of the significant levelyear, including 280.0 million pounds of copper and 320,000 ounces of gold expected to be mined late in the year,third quarter and 475.0 million pounds of copper and 610,000 ounces of gold in the fourth quarter of 2006. 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 andthe impact of weather conditions at the end of fiscal periods on concentrate loading systems.activities.

Based on our current mine plans, we previously reported estimates for annual sales over the five-year period from 2006 through 2010 to average approximately 1.3 billion pounds of copper and 1.9 million ounces of gold. Our 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 analyseswe have revised in July 2006 our five-year mine plan as follows:

  PT Freeport Indonesia’s Share of Sales 
  Previous Estimate Current Estimate 
Year Copper Gold Copper Gold 
  (Billion Lbs.) (Million Ozs.) (Billion Lbs.) (Million Ozs.) 
2006 1.3 1.7 1.2 1.7 
2007 1.2 2.0 1.1 1.8 
2008 1.5 2.4 1.4 1.9 
2009 1.2 1.6 1.2 1.8 
2010 1.3 1.9 1.3 2.1 
Total 6.5 9.6 6.2 9.3 
          
5-Year Average 1.3 1.9 1.24 1.9 
          
Percent Change     (4.6)%(3.1)%
          
These revisions include updated estimates for 2006 and design changes to date indicate that the revisions would resultincorporate recent geotechnical data, resulting in the deferral of production of certain high-grade ore previously expected to be mined infrom 2007 and 2008 into future periods. The revised mine plans also incorporate an anticipated expansion of the Deep Ore Zone (DOZ) underground mine to future years. While80,000 metric tons of ore per day. The preliminary economics of this project appear highly attractive. The mine plan changes affect the annual impacts may be significant, preliminary estimatestiming of total metal sales volumes forproduction and do not impact ultimate recoverable reserves. PT Freeport IndonesiaIndonesia’s initiatives to improve productivity and mining rates are expectedan important factor in the ability to be within five percent of the previously reported projected amounts for the five-year period from 2006 through 2010. meet or potentially to exceed these plans.

We are also incorporating the new data intocontinuing to analyze our longer range mine plans to assess the optimal design of the Grasberg open pit, which may affect the timing of our development of the Grasberg underground block cave ore body. Our previous plan included the transition from the Grasberg open pit to the Grasberg underground block cave ore body in 2015. We expect to complete the current studies on longer range plans by year-end 2006.

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 be significant. Based on current estimated sales volumes for the remainder of 2006 and copper prices of approximately $2.25$3.00 per pound and gold prices of approximately $550$600 per ounce, we expect to generate operating cash flows approximating $1.6
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billion in 2006, with over $1.2 billion in 2006.the second half of the year. The impact on our projected 2006 cash flows for each $0.10 per pound change in copper prices in the balance of the year would approximate $50$38 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 $15$12 million.

Copper and Gold Markets
As shown in the graphs below, world metal prices for copper have fluctuated during the period from 1992 through AprilJuly 2006 with the London Metal Exchange (LME) spot copper price varying from a low of approximately $0.60 per pound in 2001 to a record high of approximately $3.36$3.99 per pound on April 26,May 12, 2006, and world gold prices have fluctuated during the period from 1998 through AprilJuly 2006 from a low of approximately $250 per ounce in 1999 to a high of approximately $645$726 per ounce on April 20,May 12, 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, 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 April 28,July 31, 2006. Since 2003 and through 2005, global demand has exceeded supply, evidenced by the decline in warehouse inventories. LME and COMEX inventories have risen from the 2005 lows in recent months but combined stocks of approximately 150,000100,000 metric tons at March 31,June 30, 2006 represent approximately fourless than two days of global 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 generally anticipated. Copper prices averaged $2.24$3.29 per pound in the firstsecond quarter of 2006, with prices ranging from $2.06$2.52 per pound to a multi-yearrecord high of $2.51$3.99 per pound. Copper prices have remained strong in AprilJuly 2006 and the LME spot price closed at $3.28$3.56 per pound on April 28,July 31, 2006. Global copper demand has been lower than expectations; however, disruptionsDisruptions associated with strikes, unrest and other operational issues continue to keep inventories at low levels. Many market analysts expect copper supplies will increase somewhathave resulted in 2006 and prices to moderate from current levels. Nevertheless, analysts’ price expectations for 2006 are significantly higher than they were earlier in the year, with thea continuation of very low inventory levels the potential for supply disruptions and the absence of major new mines being developed.inventory. Future copper prices are expected to continue to be influenced 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
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production levels of mines and copper smelters.smelters and the level of direct participation by investors. We consider the current underlying supply and demand conditions in the global copper markets to be positive for our company.

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The environment for gold continues to be positive with gold prices recently reaching new 25-year highs above $700 per ounce before declining to $600 per ounce,ounce. Gold prices continue to be supported by increased investment demand for gold, ongoing geopolitical tensions, a weak U.S. dollar, inflationary pressures, falling production from older mines, limited development of new mines and actions by gold producers to reduce hedge positions. Gold prices averaged $554$628 per ounce in the firstsecond quarter of 2006, with prices ranging from $521$567 per ounce to $584$726 per ounce. The London gold price closed at $644$633 per ounce on April 28,July 31, 2006.

CONSOLIDATED RESULTS

Summary comparative results for the first-quartersecond-quarter and six-month periods follow (in millions, except per share amounts):


First Quarter Second Quarter Six Months 
2006 2005 2006 2005 2006 2005 
Revenues$1,086.1 $803.1 $1,426.2 $902.9 $2,512.3 $1,706.0 
Operating income 531.8  357.6  739.3  430.4  1,271.1  788.0 
Net income applicable to common stock 251.7  130.4  367.3  175.2  618.9  305.6 
Diluted net income per share of common stock 1.23  0.70  1.74  0.91  2.97  1.62 

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 second quarter of 2006 quarterand the first six months of 2006 were 35 percent higher than consolidated revenues for the 2005 quarter,periods, reflecting substantially higher copper and gold prices than the 2005 quarter,periods, partly offset by lower PT Freeport Indonesia sales volumes. As anticipated, PT Freeport Indonesia mined lower grade ore and reported lower production and sales in the second quarter of 2006 and the first quartersix months of 2006, compared with the 2005 period.periods.

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At March 31,June 30, 2006, we had consolidated embedded derivatives on copper sales totaling 199.0185.1 million pounds recorded at an average price of $2.46$3.34 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 five-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 $10$9 million impact on our 2006 consolidated revenues and an approximate $5 million impact on our 2006 consolidated net income.

First-quarterSecond-quarter 2006 consolidated revenues included net additions of $110.2$146.6 million ($58.477.7 million to net income or $0.26$0.35 per diluted share) primarily for final pricing of concentrates sold in the previous year,prior quarters, compared with $9.9$12.6 million ($5.26.7 million to net income or $0.03 per diluted share) to second-quarter 2005 revenues. Six-month 2006 consolidated revenues included net additions of $137.9 million ($73.1 million to net income or $0.33 per share) compared with $8.7 million ($4.6 million to net income or $0.02 per share) for the six-month 2005 period, primarily for final pricing of concentrates sold in the first quarter of 2005.prior years.

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 remainder of 2006 (1.05 billion(755.0 million pounds) and assuming an average price of $2.25$3.00 per pound of copper, each $0.10 per pound change in the average price realized in the balance of the year would have an approximate $100$76 million impact on our annual revenues and an approximate $50$38 million impact on our annual net income. A $25 per ounce change in the average price realized in the balance of the year on PT Freeport Indonesia’s projected share of gold sales for the remainder of 2006 (1.2 million(930,000 ounces) would have an approximate $30$23 million impact on our annual revenues and an approximate $15$12 million impact on our annual 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 had outstanding gold-denominated and silver-denominated preferred stock with dividends and redemption amounts determined by commodity prices. Our Gold-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 forof our Silver-Denominated Preferred Stock is inoccurred on August 1, 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 2006 periods than the 2005 quarter.periods. The increase wasincreases were primarily because of higher costs of concentrate purchases at Atlantic Copper caused by higher metals prices and higher 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 decreased to $43.3$43.4 million in the second quarter of 2006 and $86.6 million in the first quartersix months of 2006, compared with $56.9$54.2 million in the second quarter of 2005 and $111.1 million in the first quartersix months of 2005, primarily because of lower copper sales volumes at PT Freeport Indonesia during the 2006 quarter.periods. Exploration expenses increased to $2.6$2.8 million in the second quarter of 2006 and $5.4 million in the first quartersix months of 2006 from $1.9$2.3 million in the second quarter of 2005 and $4.3 million in the first quartersix months of 2005 (see “Mining and Exploration - PT Freeport Indonesia Exploration Activities”). Consolidated general and administrative expenses increased to $30.6$35.1 million in the second quarter of 2006 and $65.8 million in the first quartersix months of 2006 from $21.6$25.4 million in the second quarter of 2005 and $47.0 million in the first quartersix months of 2005 (see “Other Financial Results”).

Net interest expense decreased to $22.7$21.0 million in the second quarter of 2006 and $43.7 million in the first quartersix months of 2006 from $37.5$35.3 million in the second quarter of 2005 and $72.8 million in the first quartersix months of 2005 primarily because of lower debt levels. In the first quartersix months of 2006, we induced conversion of $11.0$16.0 million of 7% Convertible Senior Notes due 2011 into 0.40.5 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 conversionconversions and open market transactions, we recorded losses on early extinguishment and conversion of debt totaling of $2.0$2.2 million ($1.31.5 million to net income, net of related reduction of interest expense, or $0.01 per share) in the first quartersix months of 2006.2006 (see “Capital
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Resources and Liquidity - Financing Activities”). We are continuing to assess opportunities to repay debt in advance of scheduled maturities.

Other income includes interest income of $4.8 million in the second quarter of 2006, $3.3 million in the second quarter of 2005, $11.8 million in the first six months of 2006 and $7.0 million in the first quarter of 2006 and $3.9 million in the first quartersix months of 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 $1.18 per euro at December 31, 2005, and $1.21 per euro at March 31, 2006 and $1.27 per euro at June 30, 2006. Exchange rate effects on our net income from euro-denominated liabilities were gains (losses) of $(1.1)$(0.4) million in the second quarter of 2006, $3.4 million in the second quarter of 2005, $(1.6) million in the first quartersix months of 2006 and $2.8$6.3 million in the first six months of 2005. In the second quarter of 2005.2006, Atlantic Copper recorded an $8.6 million ($8.6 million to net income or $0.04 per share) gain to other income for the disposition of land in a transaction with the local Spanish government. In the transaction, the provincial government granted Atlantic Copper development rights estimated to be worth $8.6 million in exchange for property owned by Atlantic Copper. Atlantic Copper expects to sell these development rights and certain non-operating properties in the third quarter of 2006 for an amount in excess of its book value.

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. 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, 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 
 March 31, 
 2006 2005 
Mining and exploration segment operating incomea
$447,527 $428,307 
Mining and exploration segment interest expense, net (3,273) (5,727)
Intercompany operating profit recognized (deferred) 74,211  (63,570)
Income before taxes 518,465  359,010 
Indonesian corporate income tax rate 35% 35%
Corporate income taxes 181,463  125,654 
       
Approximate PT Freeport Indonesia net income 337,002  233,356 
Withholding tax on FCX’s equity share 9.064% 9.064%
Withholding taxes 30,546  21,151 
       
PT Indocopper Investama corporate income tax 5,623  14,124 
Other, net 4,090  3,099 
FCX consolidated provision for income taxes$221,722 $164,028 
       
FCX consolidated effective tax rate 43% 50%
       
 
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 Three Months Ended Six Months Ended 
 June 30, June 30, 
 2006 2005 2006 2005 
Mining and exploration segment operating incomea
$690,977 $390,780 $1,138,504 $819,087 
Mining and exploration segment interest expense, net (1,608) (5,897) (4,881) (11,624)
Intercompany operating profit recognized (deferred) 34,208  48,350  108,419  (15,220)
Income before taxes 723,577  433,233  1,242,042  792,243 
Indonesian corporate income tax rate 35% 35% 35% 35%
Corporate income taxes 253,252  151,632  434,715  277,285 
             
Approximate PT Freeport Indonesia net income 470,325  281,601  807,327  514,958 
Withholding tax on FCX’s equity share 9.064% 9.064% 9.064% 9.064%
Withholding taxes 42,630  25,524  73,176  46,676 
             
PT Indocopper Investama corporate income tax 11,247  6,957  16,870  21,081 
Other, net 3,115  4,571  7,205  7,670 
FCX consolidated provision for income taxes$310,244 $188,684 $531,966 $352,712 
             
FCX consolidated effective tax rate 42% 46% 43% 48%
             
a.  Excludes charges for the in-the-money value of FCX stock option exercises, which are eliminated in consolidation, totaling $56.0$29.4 million for the 2006 quarter, and $16.8$0.7 million for the 2005 quarter.quarter, $85.5 million for the 2006 six-month period and $17.4 million for the 2005 six-month period.

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):

First Quarter Second Quarter Six Months 
2006 2005 2006 2005 2006 2005 
Mining and explorationa
$391.5 $411.5 $661.5 $390.1 $1,053.0 $801.6 
Smelting and refining 13.5  (1.6) 21.8  (0.1) 35.3  (1.6)
Intercompany eliminations and othera, b
 126.8  (52.3) 56.0  40.4  182.8  (12.0)
FCX operating income$531.8 $357.6 $739.3 $430.4 $1,271.1 $788.0 
                  
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 $56.0$29.4 million in the 2006 quarter, and $16.8$0.7 million in the 2005 quarter.quarter, $85.5 million for the 2006 six-month period and $17.4 million for the 2005 six-month period.
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 $74.2$34.2 million in the second quarter of 2006, quarter and $(63.6)$48.3 million in the second quarter of 2005, quarter.$108.4 million in the first six months of 2006 and $(15.2) million in the first six months of 2005. Our consolidated earnings can fluctuate materially depending on the timing and prices of these sales. At March 31,June 30, 2006, our deferred profits to be recognized in future periods’ operating income totaled $148.4$114.2 million, $78.7$60.5 million to net income, after taxes and minority interest sharing.

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MINING AND EXPLORATION

PT Freeport Indonesia Operating Results

  First Quarter   Second Quarter Six Months 
  2006  2005   2006 2005 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)  221,300  335,600   237,100 302,300 458,400 637,900 
Production (metric tons)  100,400  152,200   107,500 137,100 207,900 289,300 
Sales (000s of pounds)  225,200  328,100   220,100 313,700 445,300 641,800 
Sales (metric tons)  102,100  148,800   99,900 142,300 202,000 291,100 
Average realized price per pound  $2.43  $1.51   $3.33 $1.53 $3.27 $1.54 
Gold (recoverable ounces)                 
Production  461,800  609,400   307,300 591,300 769,100 1,200,700 
Sales  472,500  595,300   278,000 616,400 750,500 1,211,700 
Average realized price per ounce  $405.54
a
 $426.74   $613.77 $428.23 $492.73
a
$427.54 
          
PT Freeport Indonesia, 100% Aggregate Operating Data
PT Freeport Indonesia, 100% Aggregate Operating Data
        
Ore milled (metric tons per day)  223,700 211,800 220,200 205,600 
Average ore grade          
Copper (percent)  0.72 0.98 0.72 1.06 
Gold (grams per metric ton)  0.67 1.43 0.79 1.52 
Recovery rates (percent)          
Copper  84.1 87.4 83.3 88.5 
Gold  76.4 83.8 78.8 83.3 
Copper (recoverable)          
Production (000s of pounds)  258,800 349,200 505,400 739,500 
Production (metric tons)  117,300 158,400 229,200 335,400 
Sales (000s of pounds)  239,900 362,500 491,200 743,900 
Sales (metric tons)  108,800 164,400 222,800 337,400 
Gold (recoverable ounces)          
Production  325,700 727,400 796,400 1,491,300 
Sales  293,800 758,600 780,100 1,501,800 

a.   Amount was $556.00$585.34 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

A 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 second quarter of 2006 and the first quartersix months of 2006, compared with the 2005 period. Copper and gold salesperiods. PT Freeport Indonesia’s share of second-quarter 2006 production totaled 225.2237.1 million pounds of copper and 472.5 thousand307,300 ounces of gold. PT Freeport Indonesia experienced weather-related shipping delays at the end of June, resulting in PT Freeport Indonesia’s share of second-quarter 2006 copper sales of 220.1 million pounds being lower than the previous estimate of 235.0 million pounds announced on June 5, 2006. PT Freeport Indonesia’s share of second-quarter 2006 gold sales of 278,000 ounces slightly exceeded the previous estimate of 275,000 ounces. In May 2006, PT Freeport Indonesia encountered a relatively small section of ore in the “6 North” pushback with abnormally high clay content, which adversely affected ore flow, mill recoveries and concentrate grades. Operations improved during June as PT Freeport Indonesia gained access to better ore types. For the six-month periods, copper and gold sales volumes totaled 445.3 million pounds of copper and 750,500 ounces of gold in the first quarter of 2006, compared with sales of 328.1641.8 million pounds of copper and 595.3 thousand1,211,700 ounces of gold in the 2005 period.2005.

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Mill throughput, which varies depending on ore types being processed, averaged 216,800223,700 metric tons of ore per day in the firstsecond quarter of 2006, compared with 199,400211,800 metric tons in the second quarter of ore2005, 220,200 metric tons in the first quartersix months of 2006 and 205,600 metric tons in the first six months of 2005. First-quarter mill rates were impacted by an approximate four-day interruption in February 2006 associated with protests by illegal miners. Mill rates will vary during 2006 depending on ore types mined and are expected to average over 220,000 metric tons of ore per day during the remaindersecond half of 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.
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Approximate average daily throughput processed at our mill facilities from each of our producing mines follows (metric tons of ore per day):

First Quarter Second Quarter Six Months 
2006 2005 2006 2005 2006 2005 
Grasberg open pit173,000 157,300 176,500 169,500 174,700 163,400 
Deep Ore Zone underground mine43,800 42,100 47,200 42,300 45,500 42,200 
Total mill throughput216,800 199,400 223,700 211,800 220,200 205,600 
            
First-quarterIn the second quarter of 2006, copper ore grades averaged 0.72 percent and recovery rates averaged 84.1 percent, compared with 1.140.98 percent and 87.4 percent for the first quarter of 2005. First-quarter 2006 copper recovery rates averaged 82.5 percent, compared with 89.6 percent for the firstsecond quarter of 2005. Gold ore grades averaged 0.920.67 grams per metric ton (g/t) and recovery rates averaged 76.4 percent in the firstsecond quarter of 2006, compared with 1.621.43 g/t and 83.8 percent for the firstsecond quarter of 2005. First-quarter 2006 gold recovery rates averaged 80.6 percent, compared with 82.7 percent for the first quarter of 2005. First-quarterThe 2006 ore grades and recoveries fromfor copper and gold reflect the expected mining of lower grade material compared with the extraordinarily high grades mined in 2005.2005 and abnormally high clay content associated with mining a relatively small section of ore in the “6 North” pushback. Average ore grades are expected to be higherimprove in the second half of 2006 than in the first half of 2006 with the highest grades expected to be mined in the fourth quarter.

Production from the Deep Ore Zone (DOZ)DOZ underground mine averaged 43,80047,200 metric tons of ore per day in the firstsecond quarter of 2006, representing 2021 percent of mill throughput. DOZ continuedcontinues 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 of ore per day with the installation of a second crusher and additional ventilation, expected to be completed by 2007.mid-2007. PT Freeport Indonesia’s share of capital expenditures for the DOZ expansion totaled approximately $4$8 million in the first quartersix months of 2006 (approximately $27 million incurred through June 30, 2006) and is expected to approximate $37 million through the projected 2007 ramp-up, with approximately $16 million estimated for 2006. PT Freeport Indonesia is completing plans that are anticipated to expand the capacity of the DOZ mine to 80,000 metric tons of ore per day. 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 approximately $3$7 million in the first quartersix months of 2006 and is estimated to total approximately $6$8 million in 2006. The Common Infrastructure project is progressing according to plan. Work on the Grasberg underground ore body is scheduled to begin in 2006has begun with projectedPT Freeport Indonesia’s share of capital expenditures totaling approximately $3 million in the first six months of approximately $212006. Projected 2006 capital expenditures for the Grasberg underground ore body approximate $23 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 2005 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$29 million in the first quartersix months of 2006. Production is expected to ramp up to 7,000 metric tons per day by 2010 (average annual aggregate
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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 being developed as an open-stope mine with cemented backfill, an established mining methodology expected to be higher-cost than the block-cave method used at the DOZ mine.

PT Freeport Indonesia’s shareIndonesia Revenues

A summary of first-quarter 2006 sales of 225.2 million pounds of copper and 472.5 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 sales volumes totaled 328.1 million pounds of copper and 595.3 thousand ounces of gold. changes in PT Freeport Indonesia revenues between the periods follows (in millions):

 Second Six 
 Quarter Months 
PT Freeport Indonesia revenues - prior year period$678.4 $1,365.8 
Price realizations:      
Copper 395.7  767.3 
Gold 51.6  48.9 
Sales volumes:      
Copper (143.6) (303.0)
Gold (144.9) (197.2)
Adjustments, primarily for copper pricing on prior year open sales 237.2  196.2 
Treatment charges, royalties and other (39.2) (46.0)
PT Freeport Indonesia revenues - current year period$1,035.2 $1,832.0 
       
Realized copper prices more than doubled to an average of $3.33 per pound in the second quarter of 2006 from $1.53 in the second quarter of 2005. Realized gold prices improved by 6143 percent to an average of $2.43$613.77 per ounce from $428.23 in the second quarter of 2005. Realized copper prices also more than doubled to an average of $3.27 per pound in the first quartersix months of 2006 from $1.51$1.54 in the first quarter of
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2005.2005 period. Realized gold prices in the first quartersix months of 2006 averaged $405.54$492.73 per ounce; including a reduction of $150.46$92.61 per ounce for revenue adjustments associated with the first-quarter 2006 redemption of our Gold-Denominated Preferred Stock, Series II; compared to $426.74$427.54 in the first quartersix months of 2005.

As discussed above, PT Freeport Indonesia’s share of second-quarter 2006 copper sales of 220.1 million pounds and gold sales of 278,000 ounces were lower than second-quarter 2005 sales of 313.7 million pounds of copper and 616,400 ounces of gold. For the six-month periods, copper and gold sales volumes totaled 445.3 million pounds of copper and 750,500 ounces of gold in 2006, compared with sales of 641.8 million pounds of copper and 1,211,700 ounces of gold in 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. Market rates for treatment and refining charge rates began to increase significantly in late 2004. A large part of the increase relates to the price participation component of our concentrate sales agreements. Royalties totaled $19.9$22.9 million in the second quarter of 2006 and $42.9 million in the first quartersix months of 2006 compared with $18.8$17.7 million in the second quarter of 2005 and $36.5 million in the first quartersix months of 2005, reflecting higher metal prices partly offset by lower sales 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 first-quartersecond-quarter 2006 revenues include net additions of $184.6$269.2 million for adjustments to the fair value of embedded copper derivatives in concentrate sales contracts, compared with $25.7$11.5 million in the firstsecond quarter of 2005. PT Freeport Indonesia’s six-month 2006 revenues included net additions of $452.1 million for adjustments to the fair value of embedded derivatives in concentrate sales contracts, compared with $37.2 million in the 2005 period.

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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 pastfirst 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. PT Smelting’s rates for 2006 are expected to exceed the minimum $0.21 per pound (see “Smelting and Refining”). Current rates are substantially higher than the minimum rate.

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 
             
PT Freeport Indonesia Costs

Gross Profit per Pound of Copper/per Ounce of Gold and Silver 
  
Three Months Ended June 30, 2006
            
Pounds of copper sold (000s) 220,100  220,100       
Ounces of gold sold       278,000    
Ounces of silver sold          835,200 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below $3.33  $3.33  $613.77  $11.74 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 1.23  0.98  184.56  3.76 
Gold and silver credits (0.85) -  -  - 
Treatment charges 0.49
a
 0.39
b
 73.03
b
 1.49
b
Royalty on metals 0.11  0.09  15.62  0.32 
Unit net cash costsc
 0.98  1.46  273.21  5.57 
Depreciation and amortization 0.15  0.12  23.10  0.47 
Noncash and nonrecurring costs, net 0.05  0.04  7.09  0.14 
Total unit costs 1.18  1.62  303.40  6.18 
Revenue adjustments, primarily for pricing on            
prior period open sales 1.12  1.12  18.47  1.14 
PT Smelting intercompany profit elimination (0.03) (0.03) (5.35) (0.11)
Gross profit per pound/ounce $3.24  $2.80  $323.49  $6.59 
             
a.  Includes $14.4 million or $0.07 per pound for adjustments to prior quarters’ concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since March 31, 2006.
b.  Includes $11.5 million or $0.05 per pound for copper, $2.7 million or $9.84 per ounce for gold and $0.2 million or $0.20 per ounce for silver for adjustments to prior quarters’ concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since March 31, 2006.
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.”

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Three Months Ended June 30, 2005
            
Pounds of copper sold (000s) 313,700  313,700       
Ounces of gold sold       616,400    
Ounces of silver sold          1,057,700 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below $1.53  $1.53  $428.23  $7.04 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 0.71
a
 0.45
b
 126.01
b
 2.06
b
Gold and silver credits (0.87) -  -  - 
Treatment charges 0.21  0.14  38.68  0.63 
Royalty on metals 0.06  0.03  10.11  0.17 
Unit net cash costsc
 0.11  0.62  174.80  2.86 
Depreciation and amortization 0.14  0.09  25.20  0.41 
Noncash and nonrecurring costs, net 0.01  0.01  1.30  0.02 
Total unit costs 0.26  0.72  201.30  3.29 
Revenue adjustments, primarily for pricing on            
prior period open sales 0.04  0.04  0.12  (0.03)
PT Smelting intercompany profit recognized 0.01  0.01  1.45  0.02 
Gross profit per pound/ounce $1.32  $0.86  $228.50  $3.74 
             
a.   Net of deferred mining costs totaling $20.6 million or $0.07 per pound. Following adoption of EITF 04-6 on January 1, 2006 (see Note 3 and “New Accounting Standards”), stripping costs are no longer deferred.
b.   Net of deferred mining costs totaling $13.2 million or $0.04 per pound for copper, $7.2 million or $11.74 per ounce for gold and $0.2 million or $0.19 per ounce for silver (see Note a above).
c.   See Note c above.

Six Months Ended June 30, 2006
            
Pounds of copper sold (000s) 445,300  445,300       
Ounces of gold sold       750,500    
Ounces of silver sold          1,542,300 
       
  By-Product  Co-Product Method 
  Method  Copper  Gold  Silver 
Revenues, after adjustments shown below $3.27  $3.27  $492.73
a
 $11.19 
             
Site production and delivery, before net non-            
cash and nonrecurring costs shown below 1.23  0.93  172.18  3.38 
Gold and silver credits (1.07) -  -  - 
Treatment charges 0.43
b
 0.32
c
 60.19
c
 1.18
c
Royalty on metals 0.09  0.07  13.52  0.27 
Unit net cash costsd
 0.68  1.32  245.89  4.83 
Depreciation and amortization 0.15  0.11  21.35  0.42 
Noncash and nonrecurring costs, net 0.05  0.04  6.96  0.14 
Total unit costs 0.88  1.47  274.20  5.39 
Revenue adjustments, primarily for pricing on            
prior period open sales 0.30
e
 0.45  26.40  0.82 
PT Smelting intercompany profit recognized 0.03  0.02  4.09  0.08 
Gross profit per pound/ounce $2.72  $2.27  $249.02  $6.70 
            
 
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a.  Amount was $556.00$585.34 before a loss resulting from redemption of FCX’s Gold-Denominated Preferred Stock, Series II.
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b.  Includes $10.1$12.4 million or 4.5 cents$0.03 per pound 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.  Includes $6.6$9.3 million or 2.9 cents$0.02 per pound for copper, $3.4$2.9 million or $7.25$3.91 per ounce for gold and $0.1 million or $0.13$0.08 per ounce for 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.
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.”
e.  Includes a $69.0 million or 30.6 cents$0.16 per pound loss on the redemption of FCX’s Gold-Denominated Preferred Stock, Series II.

Three Months Ended March 31, 2005
          
Six Months Ended June 30, 2005
          
Pounds of copper sold (000s) 328,100 328,100       641,800 641,800      
Ounces of gold sold      595,300         1,211,700   
Ounces of silver sold        1,270,300         2,328,000 
          
 By-Product Co-Product Method  By-Product Co-Product Method 
 Method Copper  Gold Silver  Method Copper  Gold Silver 
Revenues, after adjustments shown below 151.3¢ 151.3¢ $426.74 $7.04  $1.54 $1.54  $427.54 $7.02 
                    
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
 0.65
a
 0.42
b
 115.39
b
 1.92
b
Gold and silver credits (79.3) -  - -  (0.83) -  - - 
Treatment charges 21.8 14.3  39.63 0.67  0.21 0.14  38.80 0.65 
Royalty on metals 5.7 3.8  10.41 0.18  0.06 0.04  10.17 0.17 
Unit net cash costsc
 7.1 56.9  157.24 2.67  0.09 0.60  164.36 2.74 
Depreciation and amortization 14.3 9.4  26.02 0.44  0.14 0.09  25.38 0.42 
Noncash and nonrecurring costs, net 0.2 0.1  0.29 -  0.01 0.01  0.78 0.01 
Total unit costs 21.6 66.4  183.55 3.11  0.24 0.70  190.52 3.17 
Revenue adjustments, primarily for pricing on                    
prior period open sales 6.4 6.4  (5.10) 0.11  0.04 0.04  (2.47) 0.06 
PT Smelting intercompany profit elimination (0.8) (0.5) (1.43) (0.02) - -  (0.01) - 
Gross profit per pound/ounce 135.3¢ 90.8¢ $236.66 $4.02  $1.34 $0.88  $234.54 $3.91 
                    
a.  Net of deferred mining costs totaling $32.2$52.8 million or 9.8 cents$0.08 per pound. Following adoption of EITF 04-6 on January 1, 2006 (see Note 3 and “New Accounting Standards”), stripping costs are no longer deferred.
b.  Net of deferred mining costs totaling $21.2$34.4 million or 6.5 cents$0.05 per pound for copper, $10.6$17.8 million or $17.86$14.70 per ounce for gold and $0.4$0.6 million or $0.30$0.25 per ounce for silver (see Note a above).
c.  See Note d above.

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 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,Higher unit site production and
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delivery costs in the 2006 periods, compared with the 2005 periods, primarily reflected lower sales volumes resulting from mine sequencing in the Grasberg open pit, the impact of adopting EITF 04-6 (see Note a above, Note 3 and “New Accounting Standards”) and higher input costs, including energy.
While lower volumes constitute the largest component of variance on a unit basis, 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, higher mining costs and milling rates, labor costs and other factors. Our
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energy costs, which approximate 22 percent of PT Freeport Indonesia’s production costs, primarily include purchases of 100 million gallons of diesel per year and 650,000 metric tons of coal per year. Diesel prices have risen by more than 120 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(approximate 40 percent increase since the beginning of 2003), which comprise approximately 15 percent of PT Freeport Indonesia’s production costs. We are pursuing cost reduction initiatives to mitigate the impacts of these increases.

Higher unit site production and delivery costs in the first quarter of 2006, compared with the first quarter of 2005, primarily reflected the anticipated lower sales volumes resulting from mine sequencing in the Grasberg open pit, the impact of adopting EITF 04-6 (see Note a above, Note 3 and “New Accounting Standards”) and higher input costs, including energy.

Unit treatment charges vary with the price of copper, and unit royalty costs vary with prices of copper and gold. In addition, market rates for treatment charges have increased significantly since 2004 and will 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 our 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.

First-quarterSecond-quarter 2006 royalty costs totaled $19.9$22.9 million, compared with $17.7 million in the second quarter of 2005. Additional royalties, discussed above, totaled $1.4 million in the 2005 quarter and none in the 2006 quarter. Royalty costs totaled $42.9 million, including a $1.4 million final adjustment related to 2005 sales, in the first six months of 2006, compared with royalty costs of $18.8$36.5 million in the first quarter of 2005.2005 period. Additional royalties, discussed above, totaled $1.9$3.2 million in the first six months of 2005 quarter and none in 2006. If copper prices average $2.25$3.00 per pound and gold prices average $550$600 per ounce during the remainder of 2006, we would expect royalty costs to total approximately $74$116 million ($0.070.10 per pound of copper) for the remainder ofin 2006. These estimates assume 2006 sales volumes of 1.31.2 billion pounds of copper and 1.7 million ounces of gold.

As a result of the lower copper production and sales volumes in the first quarter of 2006 periods, PT Freeport Indonesia’s unit depreciation rate increased compared with the 2005 quarter.periods. Because certain assets are depreciated on a straight-line basis, the unit rate will vary with the level of copper production and sales. In addition, changes to the long-range mine plan discussed above that impact the timing of transitioning from the Grasberg open pit to the Grasberg underground block cave will impact unit rates.

Unit Net Cash 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.

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Unit site production and delivery costs in the second quarter and first quartersix months of 2006 averaged $1.22$1.23 per pound of copper, $0.63$0.52 per pound higher than the $0.59$0.71 reported in the second quarter of 2005 and $0.58 per pound higher than the $0.65 reported in the first quartersix months of 2005. Unit site production and delivery costs in the first quarter of 2006 periods were adversely affected by the anticipated lower copper sales volumes. In addition, PT Freeport Indonesia adopted EITF 04-6 and no longer defers stripping costs. First-quarterFor 2005, unit costs benefited from a $0.10 per poundthe deferral of stripping costs.costs totaling $0.07 per pound in the second quarter and $0.08 per pound in the first six months.
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Gold and silver credits increased to $1.29averaged $0.85 per pound in the second quarter of 2006 and $1.07 per pound in the first quartersix months of 2006, compared with $0.79$0.87 per pound in the second quarter of 2005 and $0.83 per pound in the first quartersix months of 2005. The increase for the first six months of 2006 compared with the first six months of 2005 reflectingreflects lower copper sales volumes and higher average realized gold prices, before a loss resulting from redemption of FCX’s Gold-Denominated Preferred Stock, Series II, in the 2006 quarter.prices. Treatment charges increased to $0.37$0.49 per pound in the second quarter of 2006 and to $0.43 per pound in the first quartersix months of 2006 from $0.22$0.21 per pound in the first quarter of 2005 periods primarily because of higher market rates and higher copper prices, including the effects of price participation under our concentrate sales agreements. In addition, unit treatment charges include a $0.045 per pound adjustmentadjustments to December 31, 2005prior period concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since December 31, 2005.totaling $0.07 per pound in the second quarter of 2006 and $0.03 per pound in the first six months of 2006. Royalties of $0.11 per pound in the 2006 quarter and $0.09 per pound in the first quarter of 2006 six-month period were almost $0.03higher than the year-ago periods ($0.06 per pound above the 2005 period primarilypound) because of higher copper and gold prices.

Assuming 2006 average copper prices of $2.25$3.00 per pound and average gold prices of $550$600 per ounce for the remainder of 2006 and achievement of current 2006 sales estimates, PT Freeport Indonesia estimates that its annual 2006 unit net cash costs, including gold and silver credits, would approximate $0.54$0.66 per pound. Estimated unit net cash costs for 2006 are projected to be higher than the 2005 average, primarily because of lower 2006 copper and gold sales volumes, higher treatment charges and royalties attributable to increased copper prices and the change in the accounting treatment of stripping costs and higher market rates for treatment charges.costs. Because the majority of PT Freeport Indonesia’s costs are fixed, unit costs vary with the volumes sold and will therefore be higher during the second and third quarters of 2006 and lower during the third and fourth quarterquarters of 2006 compared to the projected annual average. Estimated average 2006 unit net cash costs are higher than previous estimates of $0.54 per pound, primarily reflecting the impact of higher copper prices on treatment charges and royalties, lower copper volumes and higher energy costs. Unit net cash costs for 2006 would change by approximately $0.025$0.02 per pound for each $25 per ounce change in the average price of gold for the balance of the year.

Unit Net Cash Costs: Co-Product Method - Using the co-product method, unit site production and delivery costs in the firstsecond quarter of 2006 averaged $0.80$0.98 per pound of copper, compared with $0.39$0.45 in the 2005 quarter. Unit site production and delivery costs in the first six months of 2006 averaged $0.93 per pound of copper, compared with $0.42 in the 2005 period. For gold, unit site production and delivery costs in the firstsecond quarter of 2006 averaged $197$185 per ounce, compared with $107$126 in the 2005 quarter. Unit site production and delivery costs in the first six months of 2006 averaged $172 per ounce, compared with $115 in the 2005 period. As discussed above, unit site production and delivery costs in the first quarter of 2006 periods were impacted by the anticipated lower sales volumes resulting from lower ore grades and the adoption of EITF 04-6. Treatment charges per pound and per ounce were higher in the first quarter of 2006 periods 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 goldadjustments to December 31, 2005prior period concentrate sales subject to final pricing to reflect the impact on treatment charges resulting fromof the increase in copper prices since December 31, 2005.totaling $0.05 per pound for copper and $9.84 per ounce for gold in the second quarter of 2006 and $0.02 per pound for copper and $3.91 per ounce for gold in the first six months of 2006. Royalties per pound and per ounce were also higher in the first quarter of 2006 periods because of higher copper and gold prices compared with the 2005 period.periods.

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 the first quarter of 2006 and $(0.4) million in the first quarter of 2005 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 1.6 trillion for operating costs and an exchange rate of 9,066 rupiah to one U.S. dollar, the exchange rate as of March 31, 2006, a one-thousand-rupiah increase in the exchange rate would result in an approximate $18 million decrease in aggregate annual operating costs. A one-thousand-rupiah decrease in the exchange rate would result in an approximate $22 million increase in aggregate annual operating costs.Exploration Activities

Approximately 15 percent of PT Freeport Indonesia’s total purchases of materials, supplies and services 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.

At times, PT Freeport Indonesia has entered into foreign currency forward contracts to hedge a portion of its aggregate anticipated Indonesian rupiah and/or Australian dollar payments. As of March 31, 2006, PT Freeport Indonesia had foreign currency contracts to hedge 555.0 billion in rupiah payments, including certain rupiah-based capital expenditures, or approximately 46 percent of aggregate projected rupiah payments for the remainder of 2006, at an average exchange rate of 10,094 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 2006 are focused on testing extensions of the Deep Grasberg and Kucing Liar mine complex, the resource potential below the previously mined Ertsberg deposit and other targets in Block A, the existing producing area of the Grasberg minerals district. We continue to assess the timing of resumption of suspended exploration activities in areas outside Block A.

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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, 2006, for Eastern Minerals; February 26, 2007, for Block B; and March 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 continue 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.

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 offsets in our consolidated operating results.

Atlantic Copper Operating Results
  
(In Millions)First Quarter 
 2006 2005 
Gross profit$17.3 $1.5 
Add depreciation and amortization expense7.4 7.1 
Other(0.4)1.0 
Cash margin$24.3 $9.6 
     
Operating income (loss) (in millions)$13.5 $(1.6
Concentrate and scrap treated (metric tons)250,700 215,800 
Anodes production (000s of pounds)157,100 147,400 
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)245,600 67,300 
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Atlantic Copper Operating Results
    
(In Millions)Second Quarter Six Months 
 2006 2005 2006 2005 
Gross profit$25.3 $2.8 $42.6 $4.3 
Add depreciation and amortization expense7.4 7.1 14.8 14.2 
Other0.5 1.1 0.1 2.1 
Cash margin$33.2 $11.0 $57.5 $20.6 
         
Operating income (loss) (in millions)$21.8 $(0.1)$35.3 $(1.6)
Concentrate and scrap treated (metric tons)228,900 246,900 479,600 462,700 
Anodes production (000s of pounds)138,700 159,400 295,800 306,800 
Treatment rates per pound$0.34 $0.21 $0.32 $0.19 
Cathodes sales (000s of pounds)131,100 140,800 267,700 273,400 
Cathode cash unit cost per pounda
$0.21 $0.18 $0.20 $0.18 
Gold sales in anodes and slimes (ounces)199,000 178,900 444,600 246,200 
  
a.  For a reconciliation of cathode cash unit cost 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 $24.3$33.2 million in the firstsecond quarter of 2006, compared with $9.6$11.0 million in the 2005 quarter, and $57.5 million in the first six months of 2006, compared with $20.6 million in the 2005 period. Atlantic Copper reported operating income of $13.5$21.8 million in the second quarter of 2006 and $35.3 million for the first quartersix months of 2006, compared with an operating losslosses of $0.1 million in the 2005 quarter and $1.6 million in the 2005 six-month period. The positive results in the 2006 periodperiods primarily reflect higher treatment charges. There are no plannedThe next major maintenance activities scheduledactivity at Atlantic Copper in 2006 andis a 22-day maintenance turnaround currently scheduled for 2007.

Atlantic Copper treated 250,700228,900 metric tons of concentrate and scrap in the firstsecond quarter of 2006, compared with 215,800246,900 metric tons in the 2005 period, which was affected by maintenance issues.quarter. For the six-month periods, concentrate and scrap
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treated totaled 479,600 metric tons in 2006 and 462,700 metric tons in 2005. Cathode production totaled 129.4131.5 million pounds and sales totaled 136.6131.1 million pounds during the firstsecond quarter of 2006, compared with cathode production of 131.7137.8 million pounds and sales of 132.6140.8 million pounds during the firstsecond quarter of 2005. For the six-month periods, cathode production totaled 260.9 million pounds and sales totaled 267.7 million pounds during 2006, compared with cathode production of 269.5 million pounds and sales of 273.4 million pounds during 2005.

Atlantic Copper’s treatment charges (including price participation), which are whatreflect charges paid by PT Freeport Indonesia and third parties payto Atlantic Copper to smelt and refine concentrates, averaged $0.29$0.34 per pound during the second quarter of 2006, $0.21 per pound during the second quarter of 2005, $0.32 per pound during the first quartersix months of 2006 and $0.17$0.19 per pound during the first quartersix months of 2005. The significant increase in treatment charges in the 2006 periodperiods 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 purchase and sales agreements. Price participation totaled $0.09 per pound in the second quarter of 2006 and $0.08 per pound in the first six months of 2006 (compared with $0.03 per pound in the 2005 periods). Treatment charge rates have increased significantly since late 2004 with increased mine production and higher copper prices. Assuming copper prices of $2.25$3.00 per pound for the remainder of 2006, Atlantic Copper expects these rates to average approximately $0.32 per pound in 2006. Atlantic Copper’s cathode cash unit cost per pound of copper averaged $0.21 in the second quarter of 2006, $0.18 in the second quarter of 2005, $0.20 in the first quartersix months of 2006 and $0.17$0.18 in the first quartersix months of 2005. Higher unit costs in the 2006 periodperiods primarily reflect the impact of a higher 2006 gold payable factor in Atlantic Copper’s concentrate purchase and sales agreements.lower volumes.

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 additions to our operating income totaling $34.2 million ($18.1 million to net income or $0.08 per share) in the second quarter of 2006 and $108.4 million ($57.4 million to net income or $0.26 per share) in the first six months of 2006. For the 2005 periods, changes in these net deferrals resulted in an addition to our operating income totaling $74.2$48.3 million ($39.325.7 million to net income or $0.18$0.12 per diluted share) in the firstsecond quarter of 2006, compared withand a reduction of $63.6$15.2 million ($34.28.5 million to net income or $0.17$0.04 per diluted share) in the first quarter of 2005.six months. At March 31,June 30, 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 $78.7$60.5 million. Based on copper prices of $2.25$3.00 per pound and gold prices of $550$600 per ounce for the secondthird quarter of 2006 and current shipping schedules, we estimate the net change in deferred profits on intercompany sales will result in an increasea decrease to net income of approximately $20$10 million in the secondthird quarter of 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 March 31,June 30, 2006, was $1.21$1.27 per euro.

As of March 31,June 30, 2006, FCX’s net investment in Atlantic Copper totaled approximately $121$144 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 $43.2$22.1 million.

Atlantic Copper had euro-denominated net monetary liabilities at March 31,June 30, 2006, totaling $10.7$15.0 million recorded at an exchange rate of $1.21$1.27 per euro. The exchange rate was $1.18 per euro at December 31, 2005.2005 and $1.21 per euro at March 31, 2006. 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 $(1.1)$(0.4) million in the second quarter of 2006, $3.4 million in the second quarter of 2005, $(1.6) million in the first quartersix months of 2006 and $2.8$6.3 million in the first quartersix months of 2005.

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PT Smelting Operating Results

First Quarter Second Quarter Six Months 
(In Millions)2006 2005 2006 2005 2006 2005 
PT Freeport Indonesia sales to PT Smelting$282.5 $234.2 $325.4��$194.9 $607.9 $429.0 
Equity in PT Smelting earnings 3.6  2.6 2.0 2.6 5.6 5.2 
PT Freeport Indonesia operating profits recognized (deferred) 20.8  (2.6)
PT Freeport Indonesia operating profits (deferred) recognized(7.8)2.6 13.0 - 
        
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. PT Smelting treated 234,400187,500 metric tons of concentrate in the firstsecond quarter of 2006, and 226,400230,700 metric tons in the second quarter of 2005, 421,900 metric tons in the first six months of 2006 and 457,100 metric tons in the first six months of 2005. PT Smelting completed a 22-day maintenance turnaround in the second quarter of 2005. During 2006 which resulted in lower production during the period, and the next major maintenance turnaround is scheduled for 2008. PT Smelting plans to expandis currently expanding its production capacity from 250,000 metric tons of copper metal per year to 270,000 metric tons of copper metal per year. PT Smelting produced 142.4127.3 million pounds of cathodes and sold 140.7129.6 million pounds of cathodes in the firstsecond quarter of 2006, compared with production of 143.5146.1 million pounds and sales of 143.7145.5 million pounds in the second quarter of 2005. For the first quartersix months of 2006, cathode production totaled 269.7 million pounds and sales totaled 270.3 million pounds, compared with cathode production of 289.6 million pounds and sales of 289.2 million pounds for the first six months of 2005. PT Smelting’s cathode cash unit costs averaged $0.15$0.25 per pound in the second quarter of 2006 and $0.19 per pound in the first quartersix months of 2006, andcompared with $0.10 per pound in both of the first quarter of 2005 periods, primarily reflecting the impact of the maintenance turnaround discussed above and higher energy costs in the 2006 periodperiods (see “Product Revenues and Production Costs”).

In late 2005 and early 2006, PT Smelting has an 18-day maintenance turnaround scheduled for mid-2006entered into hedging contracts to fix a portion of its revenues through 2007. FCX’s share of the unrealized losses on these contracts totaled $10.9 million as of June 30, 2006, and its next major maintenance turnaround is scheduled for 2008.recorded in accumulated other comprehensive income in stockholders’ equity.

OTHER FINANCIAL RESULTS

The FCX/Rio Tinto joint ventures incurred $3.9 million of aggregate exploration costs in the firstsecond quarter of 2006, and $3.0$3.7 million in the second quarter of 2005, $7.8 million in the first quartersix months of 2006 and $6.7 million in the first six months of 2005. As discussed above in “Exploration“PT Freeport Indonesia Exploration Activities,” our exploration program for 2006 is focused on testing extensions of the Deep Grasberg and Kucing Liar mine complex, the resource potential below the previously mined Ertsberg deposit and other targets in Block A. Our share of these exploration costs, which are charged to expense, totaled $2.6$2.8 million in the second quarter of 2006, $2.3 million in the second quarter of 2005, $5.4 million in the first quartersix months of 2006 and $1.9$4.3 million in the first quartersix months of 2005.

Consolidated general and administrative expenses increased to $30.6$35.1 million in the firstsecond quarter of 2006, compared with $21.6$25.4 million in the year-ago period. For the first six months of 2006, general and administrative expenses increased to $65.8 million, compared with $47.0 million for the first six months of 2005. The increases in the 2006 periods primarily relate to increased incentive compensation, including stock-based compensation, and charitable contributions. On 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$12.1 million in the second quarter of 2006, including $6.3 million charged to general and administrative expenses, $3.5 million in the second quarter of 2005, including $6.7$2.2 million charged to general and administrative expenses, $25.5 million in the first six months of 2006, including $13.2 million charged to general and administrative expenses, and $4.4$7.9 million in the first six months of 2005, quarter, including $3.1$5.3 million charged to general and administrative 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
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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$2.6 million in the second quarter of 2006, $0.1 million in the second quarter of 2005, $7.1 million in the first quartersix months of 2006 and $2.9$3.0 million in the first quartersix months of 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 quartersix months of 2006, compared with 16 percent in the first quartersix months of 2005. 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 the 2005 quarter.

Total consolidated interest cost (before capitalization) was $24.4$23.3 million in the second quarter of 2006, $36.3 million in the second quarter of 2005, $47.8 million in the first quartersix months of 2006 and $38.4$74.7 million in the first quartersix months 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 decreasebe lower 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$2.3 million in the second quarter of 2006, $1.0 million in the second quarter of 2005, $4.1 million in the first quartersix months of 2006 and $0.9$1.9 million in the first six months of 2005.

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, 9,066 rupiah at March 31, 2006, and 9,288 rupiah at June 30, 2006. PT Freeport Indonesia recorded gains (losses) to production costs totaling $(0.2) million in the second quarter of 2005.2006, $0.4 million in the second quarter of 2005, $(0.1) million in the first six months of 2006 and $0.1 million in the first six months of 2005 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 1.6 trillion for operating costs and an exchange rate of 9,288 rupiah to one U.S. dollar, the exchange rate as of June 30, 2006, a one-thousand-rupiah increase in the exchange rate would result in an approximate $16 million decrease in aggregate annual operating costs. A one-thousand-rupiah decrease in the exchange rate would result in an approximate $20 million increase in aggregate annual operating costs.

Approximately 15 percent of PT Freeport Indonesia’s total purchases of materials, supplies and services are denominated in Australian dollars. The exchange rate was $0.73 to one Australian dollar at December 31, 2005, $0.72 to one Australian dollar at March 31, 2006, and $0.74 to one Australian dollar at June 30, 2006. At estimated annual aggregate Australian dollar payments of 225 million and an exchange rate of $0.74 to one Australian dollar, the exchange rate as of June 30, 2006, a $0.01 increase or decrease in the exchange rate would result in an approximate $2 million change in aggregate annual operating costs.

At times, PT Freeport Indonesia has entered into foreign currency forward contracts to hedge a portion of its aggregate anticipated Indonesian rupiah and/or Australian dollar payments. As of June 30, 2006, PT Freeport Indonesia had foreign currency contracts to hedge 375.0 billion in rupiah payments, including certain rupiah-based capital expenditures, or approximately 47 percent of aggregate projected rupiah payments for the remainder of 2006, at an average exchange rate of 10,111 rupiah to one U.S. dollar. PT Freeport Indonesia accounts for these contracts as cash flow hedges.

 
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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$352.5 million in the first quartersix months of 2006, including $94.2 million ($0.50 per share) for a supplemental dividend paid on March 31, 2006 and $140.4 million ($0.75 per share) for a supplemental dividend paid on June 30, 2006. Our current regular annual common stock dividend, which is declared by our Board, is $1.25 per share, paid at a quarterly rate of $0.3125 per share. On May 2,August 1, 2006, our Board of Directors declared a supplemental dividend of $0.75 per share payable June 30,September 29, 2006 to shareholders of record on June 15,September 14, 2006. Our

We purchased 2.0 million shares of our common stock for $99.8 million ($49.94 per share average) during the second quarter of 2006 and have purchased a total of 7.8 million shares for $279.5 million ($36.05 per share average) under the Board authorized 20-million share open market purchase program. As of Directors will continue to review our dividend policy.July 31, 2006, 12.2 million shares remain available under the Board authorized 20-million share open market purchase program.

The potential payment of future regular and supplemental dividends will be determined by our Board of Directors and will be dependent upon many factors, including our cash flows and financial position, copper and gold prices, and general economic and market 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
Our net cash used in operating activities totaled $123.8 million during the first quarter of 2006, including $501.1 million in working capital requirements. In the first quarter of 2005, weWe generated operating cash flows totaling $162.2$375.9 million, net of $23.2$519.2 million that we used for working capital. First-quartercapital, during the first six months of 2006, operating cash flows were impacted by $453.7compared with $620.5 million, of income tax payments, including $328.4$162.6 million attributable to 2005 results, otherfrom working capital requirements totaling $172.7 million and a $44.9 million net usesources, during the first six months of operating cash resulting from the loss on the redemption of FCX’s Gold-Denominated Preferred Stock, Series II.2005. Using estimated sales volumes for the remainder of 2006 and assuming average prices of $2.25$3.00 per pound of copper and $550$600 per ounce of gold for the remainder of 2006, we would generate operating cash flows approximating $1.2$1.6 billion in 2006, with over $1.3$1.2 billion in the remaining three quarterssecond half of the year.

Investing Activities
Total capital expenditures of $52.1$110.3 million in the first quartersix months of 2006 were nearly double the $26.2$59.3 million reported in the first quarter of 2005.2005 period. Our capital expenditures for the 2006 quarterperiod included approximately $4$8 million for the DOZ expansion, $3$7 million for the Common Infrastructure project and $14$29 million for Big Gossan. Capital expenditures, including approximately $115$120 million for long-term projects, are estimated to 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.

Financing Activities
As of March 31,June 30, 2006, we had total unrestricted cash and cash equivalents of $284.1$357.8 million and total outstanding debt of approximately $1.1 billion. Total debt was reduced by a net $154.7$184.1 million during the quarter,first six months of 2006, including $167.4 million for the mandatory redemption of FCX’s Gold-Denominated Preferred Stock, Series II. The mandatory redemption was based on average gold prices at the time of redemption ($548.92 per ounce) and totaled $236.4 million, resulting in a $69.0 million loss recognized in revenues ($36.6 million to net income or $0.17 per diluted share). Other first-quarter debt reductions included privately negotiated transactions to induce conversionin the first half of $11.02006 included:

·  privately negotiated transactions to induce conversion of $16.0 million of 7% Convertible Senior Notes due 2011 into 0.5 million shares of FCX common stock and
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Table of 7% Convertible Senior Notes due 2011 into 0.4 million shares of FCX common stock and purchases in open market transactions of $11.5 million of 10⅛% Senior Notes due 2010 for $12.6 million. Contents

·  purchases in open-market transactions of $11.5 million of 10⅛% Senior Notes due 2010 for $12.6 million.
As a result of the induced conversionconversions and open marketopen-market transactions, we recorded charges of $2.0$2.2 million ($1.31.5 million to net income, net of related reduction of interest expense, or $0.01 per diluted share) in the first quartersix months of 2006. In AprilJuly 2006, we induced conversion of an additional $5.0$14.5 million of 7% Convertible Senior Notes due 2011 into 0.20.5 million shares of FCX common stock.
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Following the first quarter debt repayments and redemption during the first six months of 2006, we have $86.7$92.1 million, including $25.8 million for the final redemption of our Silver-Denominated Preferred Stock, in debt maturities for the remainder of 2006, which can be funded with the $284.1$357.8 million of cash on hand. Debt maturities total $75.0$58.5 million for the three-year period of 2007 through 2009.

In July 2006, FCX and PT Freeport Indonesia entered into an amended credit agreement for a $465 million revolving credit facility compared with its previous $195 million facility that was scheduled to mature in September 2006. The new facility, which can be expanded to up to $500 million with additional lender commitments, matures in 2009 and no amounts are outstanding under the facility.

On August 1, 2006, we funded the final scheduled annual redemption payment on our Silver-Denominated Preferred Stock for $25.8 million. The mandatory redemption will result in a $12.5 million decrease in debt and a reduction of revenues of $13.3 million, $7.0 million to net income, in the third quarter of 2006.

During the first quartersix months of 2005, total debt was reduced by $183.0$169.8 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 Februarythe first six months of 2006, we paid our current regular quarterly dividendtotal common stock dividends were $352.5 million ($0.31251.88 per share) and, including two supplemental dividends of $0.50 per share on March 31, 2006, we paid a supplemental common stock dividend of $0.50and $0.75 per share for total first-quarter 2006 common stock dividends of $153.2 million.on June 30, 2006. Since December 2004, we have paid fivesix supplemental dividends totaling $411.3$551.7 million ($2.253.00 per share). In the first quartersix months of 2005, we paid aour regular quarterly dividend ($0.25 per share) in February and May and a supplemental common stock dividend of $0.50 per share in March, for total first-quarter 2005 common stock dividends of $134.7 million.$179.7 million for the 2005 period. 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.

CashDuring the first six months of 2006 and 2005, cash dividends on preferred stock of $15.1$30.3 million in each of the first quarters of 2005 and 2006, represent dividends on our 5½% Convertible Perpetual Preferred Stock. 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 MarchJune 2006 discussed above, each share of preferred stock is now convertible into 19.922520.2481 shares of FCX common stock, equivalent to a conversion price of approximately $50.20$49.39 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 March 31,June 30, 2006, was approximately $740$625 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 April 28,July 31, 2006, under this new program, we acquired 2.47.8 million shares for $279.5 million ($36.05 per share average), including 2.0 million shares in 2005the second quarter of 2006 for $80.2$99.8 million $33.83($49.94 per share average,average), and 3.4 million shares in 2004 for $99.5 million, $29.39 per share average, and 14.212.2 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,
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our cash flows and financial position, copper and gold prices and general economic and market conditions.

Debt Maturities. Below is a summary (in millions) of our total debt maturities based on loan balances as of March 31,June 30, 2006, and the original issue amountsamount for mandatorily redeemable preferred stock.

 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 
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 2006 2007 2008 2009 2010 Thereafter 
Equipment loans and other$6.8 $13.5 $13.5 $13.5 $10.2 $3.8 
7.50% Senior Notes due 2006 55.4  -  -  -  -  - 
Atlantic Copper debt 4.1  18.0  -  -  -  - 
Redeemable preferred stock 12.5  -  -  -  -  - 
10⅛% Senior Notes due 2010 -  -  -  -  272.4  - 
7% Convertible Senior Notes due 2011a
 -  -  -  -  -  307.7 
6⅞% Senior Notes due 2014 -  -  -  -  -  340.3 
7.20% Senior Notes due 2026 -  -  -  -  -  0.2 
Total debt maturities$78.8 $31.5 $13.5 $13.5 $282.6 $652.0 
Pro forma adjustments 13.3
b
 -  -  -  -  (14.5
)c
Pro forma debt maturities$92.1 $31.5 $13.5 $13.5 $282.6 $637.5 
                   
a.  Conversion price is $30.87 per share.
b.  Represents the additional amount due above the original issue amount of our Silver-Denominated Preferred Stock. We calculatedThe adjustment is based on the adjustment using the March 31,August 2006 London silver fixing price for one ounce of silver ($11.76) in the London bullion market (which determines the Silver-Denominated Preferred Stock redemption amount).amount.
c.  IncludesRepresents the amount of 7% Convertible Senior Notes due 2011 that we induced conversion of in AprilJuly 2006 (see above).

NEW ACCOUNTING STANDARDS

Deferred Mining Costs. On January 1, 2006, we adopted 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, we recorded our 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 our 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, 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 has no impact on our cash flows.

Accounting for Stock-Based Compensation. As of March 31,June 30, 2006, we had threefour stock-based employee compensation plans and two stock-based director compensation plans. Prior to January 1, 2006, we accounted for options granted under all of our plans under the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, as permitted by SFAS No. 123, “Accounting for Stock-Based Compensation.” APB Opinion No. 25 required compensation cost for stock 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 (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 recognized 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 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. 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 SARs, 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, our income before income taxes and minority interests for the three months ended March 31,June 30, 2006, was $9.0$6.8 million lower and net income was $5.2$4.0 million ($0.030.02 per basic and diluted share) lower, and our income before income taxes and minority
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interests for the six months ended June 30, 2006, was $15.9 million lower and net income was $9.3 million ($0.05 per basic share and $0.02$0.04 per diluted share) lower than if we had continued to account for share-based compensation under APB Opinion No. 25. Basic earnings per share would have been $1.37
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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$22.5 million excess tax benefit classified as a financing cash inflow in the Consolidated Statements of Cash Flows for the threesix months ended March 31,June 30, 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 Six Months Ended 
 
Three Months Ended
March 31,
  June 30, June 30, 
 2006 2005  2006 2005 2006 2005 
Production and delivery costs $6,077 $1,294  $5,505 $1,288 $11,584 $2,582 
General and administrative expenses  6,737
a
 3,083
a, b
  6,294
a
 2,175
a, b
 13,146
a
 5,300
a, b
Exploration expenses  427  -   316  -  743  - 
Total stock-based compensation cost $13,241 $4,377  $12,115 $3,463 $25,473 $7,882 
                    
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$2.6 million in the 2006 quarter, and $2.9$0.1 million in the 2005 quarter.quarter, $7.1 million in the 2006 six-month period and $3.0 million in the 2005 six-month period.
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 2002.2002 totaling $0.5 million for the 2005 quarter and $1.0 million for the 2005 six-month period.

As of March 31,June 30, 2006, total compensation cost related to nonvested stock option awards not yet recognized in earnings was $66.6$60.9 million.

Deferred Mining Costs. On January 1, 2006, we adopted 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, we recorded our 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 our 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, our income before income taxes and minority interests for the three months ended June 30, 2006, was $5.9 million lower and net income was $3.2 million ($0.02 per basic share and $0.01 per diluted share) lower, and our income before income taxes and minority interests for the six months ended June 30, 2006, was $38.7 million lower and net income was $20.6 million ($0.11 per basic share and $0.09 per diluted share) lower than if we had not adopted EITF 04-6 and continued to defer stripping costs. Adoption of the new guidance has no impact on our cash flows.

Accounting for Uncertainty in Income Taxes. In June 2006, the Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48). FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for the first fiscal year beginning after December 15, 2006. We are reviewing the provisions of FIN 48 and have not yet determined the impact of adoption.

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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 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 (see “New Accounting Standards”), write-offs of equipment or unusual charges, have not been material.charges. 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.

Three Months Ended June 30, 2006
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$741,511 $741,511 $175,763 $10,750 $928,024 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 270,904  216,458  51,308  3,138  270,904 
Gold and silver credits (186,513) -  -  -  - 
Treatment charges 107,196
a
 85,652
b
 20,302
b
 1,242
b
 107,196 
Royalty on metals 22,934  18,325  4,344  265  22,934 
Unit net cash costs 214,521  320,435  75,954  4,645  401,034 
Depreciation and amortization 33,910  27,095  6,422  393  33,910 
Noncash and nonrecurring costs, net 10,404  8,313  1,970  121  10,404 
Total unit costs 258,835  355,843  84,346  5,159  445,348 
Revenue adjustments, primarily for pricing on               
prior period open sales 237,274  237,274  -  -  237,274 
PT Smelting intercompany profit elimination (7,849) (6,271) (1,487) (91) (7,849)
Gross profit$712,101 $616,671 $89,930 $5,500 $712,101 
                
Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$928,024 $270,904 $33,910       
Net noncash and nonrecurring costs per above N/A  10,404  N/A       
Less:      Treatment charges per above (107,196) N/A  N/A       
Royalty per above (22,934) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales per above 237,274  N/A  N/A       
Mining and exploration segment 1,035,168  281,308  33,910       
Smelting and refining segment 593,134  560,375  7,410       
Eliminations and other (202,100) (236,076) 2,035       
As reported in FCX’s consolidated financial               
statements$1,426,202 $605,607 $43,355       
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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
    
Three Months Ended June 30, 2005
    
By-Product Co-Product Method By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total Method Copper Gold Silver Total 
Revenues, after adjustments shown below$500,413 $500,413 $250,998 $9,100 $760,511 $480,076 $480,076 $264,040 $7,406 $751,522 
                       
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  221,071
c
 141,221
d
 77,671
d
 2,179
d
 221,071 
Gold and silver credits (260,098) - - - -  (271,446) -  - - - 
Treatment charges 71,486 47,037 23,594 855 71,486  67,867 43,354  23,844 669 67,867 
Royalty on metals 18,778  12,356  6,197  225  18,778  17,741  11,333  6,233  175  17,741 
Unit net cash costs 23,520 186,619 93,605 3,394 283,618  35,233 195,908  107,748 3,023 306,679 
Depreciation and amortization 46,925 30,877 15,487 561 46,925  44,217 28,246  15,535 436 44,217 
Noncash and nonrecurring costs, net 524  345  173  6  524  2,284  1,459  802  23  2,284 
Total unit costs 70,969 217,841 109,265 3,961 331,067  81,734 225,613  124,085 3,482 353,180 
Revenue adjustments, primarily for pricing on                       
prior period open sales 17,151 17,151 - - 17,151  12,472 12,472  - - 12,472 
PT Smelting intercompany profit elimination (2,576) (1,695) (850) (31) (2,576)
PT Smelting intercompany profit recognized 2,552  1,630  897  25  2,552 
Gross profit$444,019 $298,028 $140,883 $5,108 $444,019 $413,366 $268,565 $140,852 $3,949 $413,366 
                       
Reconciliation to Amounts Reported
            
(In Thousands)Revenues Production and Delivery Depreciation and Amortization     
Totals presented above$751,522 $221,071 $44,217     
Net noncash and nonrecurring costs per above N/A 2,284  N/A     
Less: Treatment charges per above (67,867) N/A  N/A     
Royalty per above (17,741) N/A  N/A     
Revenue adjustments, primarily for pricing on            
prior period open sales per above 12,472  N/A  N/A     
Mining and exploration segment 678,386 223,355  44,217     
Smelting and refining segment 331,897 321,909  7,141     
Eliminations and other (107,374) (154,678) 2,801     
As reported in FCX’s consolidated financial            
statements$902,909 $390,586 $54,159     
            
a.   Includes $10.1$14.4 million or 4.5 cents$0.07 per pound for adjustments to December 31, 2005prior quarters’ concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since DecemberMarch 31, 2005.2006.
b.   Includes $6.6$11.5 million or 2.9 cents$0.05 per pound for copper, $3.4$2.7 million or $7.25$9.84 per ounce for gold and $0.1$0.2 million or $0.13$0.20 per ounce for silver for adjustments to December 31, 2005prior quarters’ concentrate sales subject to final pricing to reflect the impact on treatment charges resulting from the increase in copper prices since DecemberMarch 31, 2005.2006.
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c.   Net of deferred mining costs totaling $32.2$20.6 million or 9.8 cents$0.07 per pound. Following adoption of EITF 04-6 on January 1, 2006 (see Note 3 and New Accounting Standards), stripping costs are no longer deferred.
d.   Net of deferred mining costs totaling $21.2$13.2 million or 6.5 cents$0.04 per pound for copper, $10.6$7.2 million or $17.86$11.74 per ounce for gold and $0.4$0.2 million or $0.30$0.19 per ounce for silver (see Note c above).

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Six Months Ended June 30, 2006
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$1,460,234 $1,460,234 $458,561 $18,507 $1,937,302 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 545,913  411,480  129,218  5,215  545,913 
Gold and silver credits (477,068) -  -  -  - 
Treatment charges 190,839
a
 143,844
b
 45,172
b
 1,823
b
 190,839 
Royalty on metals 42,869  32,312  10,147  410  42,869 
Unit net cash costs 302,553  587,636  184,537  7,448  779,621 
Depreciation and amortization 67,683  51,016  16,021  646  67,683 
Noncash and nonrecurring costs, net 22,072  16,637  5,224  211  22,072 
Total unit costs 392,308  655,289  205,782  8,305  869,376 
Revenue adjustments, primarily for pricing on               
prior period open sales and gold hedging 128,357
c
 197,319  (68,962) -  128,357 
PT Smelting intercompany profit recognized 12,979  9,783  3,072  124  12,979 
Gross profit$1,209,262 $1,012,047 $186,889 $10,326 $1,209,262 
                
Reconciliation to Amounts Reported
               
(In Thousands)Revenues Production and Delivery Depreciation and Amortization       
Totals presented above$1,937,302 $545,913 $67,683       
Net noncash and nonrecurring costs per above N/A  22,072  N/A       
Less:      Treatment charges per above (190,839) N/A  N/A       
Royalty per above (42,869) N/A  N/A       
Revenue adjustments, primarily for pricing on               
prior period open sales and hedging per above 128,357  N/A  N/A       
Mining and exploration segment 1,831,951  567,985  67,683       
Smelting and refining segment 1,109,238  1,051,812  14,816       
Eliminations and other (428,865) (536,275) 4,106       
As reported in FCX’s consolidated financial               
statements$2,512,324 $1,083,522 $86,605       
                
Six Months Ended June 30, 2005
    
 By-Product Co-Product Method 
(In Thousands)Method Copper Gold Silver Total 
Revenues, after adjustments shown below$995,096 $995,096 $515,038 $16,506 $1,526,640 
                
Site production and delivery, before net noncash               
and nonrecurring costs shown below 414,425
d
 270,131
e
 139,813
e
 4,481
e
 414,425 
Gold and silver credits (531,544) -  -  -  - 
Treatment charges 139,353  90,833  47,013  1,507  139,353 
Royalty on metals 36,519  23,804  12,320  395  36,519 
Unit net cash costs 58,753  384,768  199,146  6,383  590,297 
Depreciation and amortization 91,142  59,408  30,749  985  91,142 
Noncash and nonrecurring costs, net 2,808  1,831  947  30  2,808 
Total unit costs 152,703  446,007  230,842  7,398  684,247 
Revenue adjustments, primarily for pricing on               
prior period open sales 15,016  15,016  -  -  15,016 
PT Smelting intercompany profit elimination (25) (16) (9) -  (25)
Gross profit$857,384 $564,089 $284,187 $9,108 $857,384 
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Reconciliation to Amounts Reported
                       
(In Thousands)Revenues Production and Delivery Depreciation and Amortization     Revenues Production and Delivery Depreciation and Amortization     
Totals presented above$760,511 $193,354 $46,925     $1,526,640 $414,425 $91,142     
Net noncash and nonrecurring costs per above N/A 524 N/A      N/A 2,808  N/A     
Less: Treatment charges per above (71,486) N/A N/A      (139,353) N/A  N/A     
Royalty per above (18,778) N/A N/A      (36,519) N/A  N/A     
Revenue adjustments, primarily for pricing on                       
prior period open sales per above 17,151  N/A  N/A      15,016  N/A  N/A     
Mining and exploration segment 687,398 193,878 46,925      1,365,784 417,233  91,142     
Smelting and refining segment 272,116 263,577 7,089      604,013 585,486  14,230     
Eliminations and other (156,449) (92,449) 2,912      (263,823) (247,127) 5,713     
As reported in FCX’s consolidated financial                       
statements$803,065 $365,006 $56,926     $1,705,974 $755,592 $111,085     
                       
a.   Includes $12.4 million or $0.03 per pound for adjustments to 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.   Includes $9.3 million or $0.02 per pound for copper, $2.9 million or $3.91 per ounce for gold and $0.1 million or $0.08 per ounce for silver for adjustments to 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.   Includes a $69.0 million or $0.16 per pound loss on the redemption of FCX’s Gold-Denominated Preferred Stock, Series II.
d.   Net of deferred mining costs totaling $52.8 million or $0.08 per pound. Following adoption of EITF 04-6 on January 1, 2006 (see Note 3 and New Accounting Standards), stripping costs are no longer deferred.
e.   Net of deferred mining costs totaling $34.4 million or $0.05 per pound for copper, $17.8 million or $14.70 per ounce for gold and $0.6 million or $0.25 per ounce for silver (see Note d above).

CATHODE CASH UNIT COST

Cathode cash unit cost per pound of copper is a measure intended to provide investors with information about the costs incurred to produce cathodes at our smelting operations in Spain and Indonesia. We use this measure for the same purpose and for monitoring operating performance at our 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 and 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 
       
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 Three Months Ended Six Months Ended 
 June 30, June 30, 
 2006 2005 2006 2005 
Smelting and refining segment production costs reported            
in FCX’s consolidated financial statements$560,375 $321,909 $1,051,812 $585,486 
Less:            
Raw material purchase costs (409,477) (209,199) (735,418) (406,470)
Production costs of anodes sold (1,524) (2,368) (6,049) (5,766)
Other 3,335  179  4,447  (1,034)
Credits:            
Gold and silver revenues (118,816) (78,473) (248,859) (110,421)
Acid and other by-product revenues (6,279) (7,291) (12,938) (14,591)
Production costs used in calculating cathode cash unit            
cost per pound$27,614 $24,757 $52,995 $47,204 
             
Pounds of cathode produced 131,500  137,800  260,900  269,500 
             
Cathode cash unit cost per pound$0.21 $0.18 $0.20 $0.18 
             
PT Smelting Cathode Cash Unit Cost Per Pound of Copper
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 reported in FCX’s consolidated financial statements (in thousands, except per pound amounts):

Three Months Ended Six Months Ended 
Three Months Ended
March 31,
 June 30, June 30, 
2006 2005 2006 2005 2006 2005 
Operating costs - PT Smelting (100%)$23,966 $18,451 $31,438 $17,623 $55,404 $36,074 
Add: Gold and silver refining charges 1,466 956  1,039 1,119 2,505  2,075 
Less: Acid and other by-product revenues (3,737) (3,860) (3,666) (3,641) (7,402) (7,502)
Other (429) (502) 3,522  (400) 1,922  (898)
Production costs used in calculating cathode cash unit cost per pound$21,266 $15,045 
Production costs used in calculating cathode cash unit            
cost per pound$32,333 $14,701 $52,429 $29,749 
              
Pounds of cathode produced 142,400  143,500  127,300  146,100  269,700  289,600 
                
Cathode cash unit cost per pound$0.15 $0.10 $0.25 $0.10 $0.19 $0.10 
                
Reconciliation to Amounts Reported
              
Operating costs per above$(23,966)$(18,451)$(31,438)$(17,623)$(55,404)$(36,074)
Other costs (472,038) (278,151) (528,549) (312,792) (1,000,584) (590,943)
Revenue and other income 510,478  307,226  568,252  340,904  1,078,729  648,130 
PT Smelting net income 14,474 10,624  8,265 10,489 22,741 21,113 
     
��         
PT Freeport Indonesia’s 25% equity interest 3,619 2,656  2,066 2,622 5,685 5,278 
Amortization of excess investment cost (60) (60) (60) (60) (120) (120)
Equity in PT Smelting earnings reported in FCX’s consolidated     
financial statements$3,559 $2,596 
Equity in PT Smelting earnings reported in FCX’s         
consolidated financial statements$2,006 $2,562 $5,565 $5,158 
              

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
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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, 2005.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.
There have been no significant changes in our market risks since the year ended December 31, 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, 2005.
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Item 4. Controls and Procedures.Procedures.
(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 firstsecond quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

PART II.II. OTHER INFORMATION

Item 1. Legal Proceedings.
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.

As 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 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 ourThe risk factors since the year ended December 31, 2005. For more information, please read Item 1A included in our Annual Report on Form 10-K for the year ended December 31, 2005.2005, have not materially changed other than the updates set forth below, which should be read in conjunction with our 2005 Form 10-K.

Our Contracts of Work are subject to termination if we do not comply with our contractual obligations, and if a dispute arises, we may have to submit to the jurisdiction of a foreign court or arbitration panel.

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PT Freeport Indonesia’s Contracts of Work and other Contracts of Work in which we have an interest were entered into under Indonesia’s 1967 Foreign Capital Investment Law, which provides guarantees of remittance rights and protection against nationalization. Our Contracts of Work can be terminated by the Government of Indonesia if we do not satisfy our contractual obligations, which include the payment of royalties and taxes to the government and the satisfaction of certain mining, environmental, safety and health requirements.

At times, certain government officials and others in Indonesia have questioned the validity of contracts entered into by the Government of Indonesia prior to May 1998 (i.e., during the Suharto regime), including PT Freeport Indonesia’s Contract of Work, which was signed in December 1991. We cannot assure you that the validity of, or our compliance with the Contracts of Work will not be challenged for political or other reasons. PT Freeport Indonesia’s Contracts of Work and our other Contracts of Work require that disputes with the Indonesian government be submitted to international arbitration. Notwithstanding that provision, if a dispute arises under the Contracts of Work, we face the risk of having to submit to the jurisdiction of a foreign court or arbitration panel, and if we prevail in such a dispute, we will face the additional risk of having to enforce the judgment of a foreign court or arbitration panel against Indonesia within its own territory.

Indonesian government officials have periodically raised questions regarding our compliance with Indonesian environmental laws and regulations and the terms of the Contracts of Work. In 2006, the Government of Indonesia created a joint team for “Periodic Evaluation on Implementation of the PT-FI Contract of Work (COW)” to conduct a periodic evaluation every five years. The team consists of five working groups, whose members are from relevant ministries or agencies, covering production, state revenues, community development, environmental issues and security issues. We have conducted numerous working meetings with these groups. The joint team has indicated that it will issue its report shortly. We cannot assure you that the report will conclude that we are complying with all of the provisions of PT Freeport Indonesia’s Contract of Work. Separately, the Indonesian House of Representatives created a working committee on PT Freeport Indonesia. Members of this group have also visited our operations and held a number of hearings in Jakarta. We will continue to work with these groups to respond to their questions about our operations and our compliance with PT Freeport Indonesia’s COW.

Our mining operations create difficult and costly environmental challenges, and future changes in environmental laws, or unanticipated environmental impacts from our operations, could require us to incur increased costs.

Mining operations on the scale of our operations in Papua involve significant environmental risks and challenges. Our primary challenge is to dispose of the large amount of crushed and ground rock material, called tailings, that results from the process by which we physically separate the copper-, gold- and silver-bearing materials from the ore that we mine. Our tailings management plan uses the river system near our mine to transport the tailings to the lowlands where the tailings and natural sediments are deposited in a controlled area contained within a levee system that will be revegetated. We incurred aggregate costs relating to tailings management of $8.7 million in 2005, $11.8 million in 2004 and $8.3 million in 2003.

Another major environmental challenge is managing overburden, which is the rock that must be moved aside in the mining process in order to reach the ore. In the presence of air, water and naturally occurring bacteria, some overburden can cause acid rock drainage, or acidic water containing dissolved metals which, if not properly managed, can have a negative impact on the environment.

Certain Indonesian governmental officials have from time to time raised issues with respect to our tailings and overburden management plans, including a suggestion that we implement a pipeline system rather than our river deposition system for tailings disposal. Because our mining operations are remotely located in steep mountainous terrain and in an active seismic area, a pipeline system would be costly, difficult to construct and maintain, more prone to catastrophic failure and involve environmental issues. An external panel of qualified experts, as directed in our 300K ANDAL (the Environmental Impact Assessment document submitted to the Indonesian government), conducted detailed reviews and analyses of a number of technical studies. They concluded that all significant impacts identified were in line with the
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300K ANDAL predictions, and that the current system of riverine tailings management was appropriate considering all site-specific factors. For these reasons, we do not believe that a pipeline system is necessary or practical.

In March 2006, the Indonesian Ministry of Environment announced the preliminary results of its PROPER environmental management audit, acknowledging the effectiveness of PT Freeport Indonesia’s environmental management practices in some areas while making several suggestions for improvement in others. We are working with the Ministry of Environment to address the issues raised as we complete the audit process.

We anticipate that we will continue to spend significant financial and managerial resources on environmental compliance. In addition, changes in Indonesian environmental laws or unanticipated environmental impacts from our operations could require us to incur significant unanticipated costs.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) In AprilJuly 2006, we privately negotiated transactions with holders to induce conversion of $5.0$14.5 million of our $575 million 7% Convertible Senior Notes due 2011 into 0.20.5 million shares of our common stock. This 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 millionThe following table sets forth common shares which replaced our previous program. The program does not have an expiration date. No shares were purchasedwe repurchased during the three-month period ended March 31, 2006, and 14.2 million shares remain available for purchase.June 30, 2006.

      
Current Programa
Period 
Total
Shares Purchased
 Average Price Paid Per Share Shares Purchased Shares Available for Purchase
          
April 1 to 30, 2006 - $- - 14,244,200
          
May 1 to 31, 2006 -  - - 14,244,200
          
June 1 to 30, 2006 1,997,900  49.94 1,997,900 12,246,300
          
Total 1,997,900  49.94 1,997,900  
          
a.   In October 2003, our Board of Directors approved an open market share purchase program for up to 20 million shares, which replaced our previous program. The program does not have an expiration date.

Item 4. Submission of Matters to a Vote of Security Holders.

Our annual meeting of stockholders was held on May 4, 2006 (the “Annual Meeting”). Proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of security holders during our Annual Meeting:

  Votes Cast For Authority Withheld
1. Election of Directors:    
Robert J. Allison, Jr. 146,967,385 15,793,239
Robert A. Day 158,967,066 3,793,558
Gerald J. Ford 161,144,159 1,616,465
H. Devon Graham, Jr. 149,795,985 12,964,639
J. Bennett Johnston 151,476,785 11,283,839
Bobby Lee Lackey 147,930,403 14,830,221
Gabrielle K. McDonald 151,498,577 11,262,047
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James R. Moffett 158,787,892 3,972,732
B. M. Rankin, Jr. 151,510,240 11,250,384
J. Stapleton Roy 151,536,776 11,223,848
J. Taylor Wharton 147,946,553 14,814,071

There were no abstentions with respect to the election of directors.

        Broker
  For Against Abstentions Non-Votes
2. Ratification of Ernst & Young LLP        
as independent auditors 161,510,837 225,729 1,010,479 -
3. Proposal to adopt 2006 Stock        
Incentive Plan 93,317,417 48,580,101 1,335,262 -
4. Stockholder proposal urging        
management review its        
policies relating to financial        
support of the Indonesian        
Government security personnel 8,828,837 115,848,160 18,555,783 19,514,265

Item 6. Exhibits.Exhibits.
The exhibits to this report are listed in the Exhibit Index beginning on Page 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: May 9,August 3, 2006


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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 as amended, effective January 31, 2006. Incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of FCX dated January 31, 2006.
   
4.1 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).
4.2Form of Silver-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.8 to the FCX 2002 Second Quarter Form 10-Q.
4.3Certificate 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.
   
4.44.2 Amended and Restated Credit Agreement dated as of September 30, 2003, but effective as of October 2, 2003,July 25, 2006, by and 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, N.A. as Administrative Agent, Issuing Bank, Security Agent, JAA Security Agent and Documentation Agent.Syndication Agent, Citibank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and The Bank of Nova Scotia, as Co-Documentation Agents, U.S. Bank National Association, as FI Trustee, J.P. Morgan Securities Inc., as Sole Lead Arranger and Sole Bookrunner, and the several financial institutions that are parties thereto. Incorporated by reference to Exhibit 4.710.1 to the QuarterlyCurrent Report on Form 10-Q8-K of FCX for the quarter ended September 30, 2003.dated July 25, 2006 and filed July 26, 2006.
   
4.54.3 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).

4.64.4 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.
   
4.74.5 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.
   
4.84.6 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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4.94.7 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).

4.104.8 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.
   
4.114.9 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.
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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 10.59)10.58)
   
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 1995 Stock Option Plan, as amended and restated. Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of FCX dated May 2, 2006 (the FCX May 2, 2006 Form 8-K).
   
10.12 FCX Amended and Restated 1999 Stock Incentive Plan, as amended and restated. Incorporated by reference to Exhibit 10.2 to the FCX May 2, 2006 Form 8-K.

10.13 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.
   
10.14 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.
   
10.15 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.
   
10.16 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).
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10.17 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).
   
10.18 FCX 2003 Stock Incentive Plan, as amended and restated. Incorporated by reference to Exhibit 10.1 to the FCX May 2, 2006 Form 8-K.
   
10.19 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.
   
10.20 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.
   
10.21 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.
   
10.22 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.
   
10.23 FCX 2004 Director Compensation Plan. Incorporated by reference to Exhibit 10.24 to the FCX 2005 Second Quarter Form 10-Q.
   
10.24 Form 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.
   
10.25 FCX 2006 Stock Incentive Plan. Incorporated by reference to Exhibit 10.6 to the FCX May 2, 2006 Form 8-K.
   
10.26 Form 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.
   
10.27 Form 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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10.28 Form 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.
   
10.30 FCX Supplemental Executive Retirement Plan dated February 26, 2004. Incorporated by reference to Exhibit 10.26 to the FCX 2004 Form 10-K.
   
10.31 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.
   
10.32 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.
   
10.33 FCX Executive Services Program. Incorporated by reference to Exhibit 10.5 to the FCX May 2, 2006 Form 8-K.
   
10.34 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.
   
10.35 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.
10.36Consulting 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).
   
10.3710.36 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.
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10.3810.37 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).
   
10.3910.38 Supplemental Consulting Agreement with Kissinger Associates and Kent Associates, effective as of January 1, 2006. Incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 2005 (the FCX 2005 Form 10-K).
   
10.4010.39 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.
   
10.4110.40 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.
   
10.4210.41 Supplemental Letter Agreement between FMS and B. M. Rankin, Jr., effective as of January 1, 2006. Incorporated by reference to Exhibit 10.38 to the FCX 2005 Form 10-K.
   
10.4310.42 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.
   
10.4410.43 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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10.4510.44 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.
   
10.4610.45 Supplemental 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.
   
10.4710.46 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.
   
10.4810.47 Supplemental Letter Agreement, between FMS and Gabrielle K. McDonald, effective as of January 1, 2006. Incorporated by reference to Exhibit 10.44 to the FCX 2005 Form 10-K.
   
10.4910.48 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.
   
10.5010.49 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.
   
10.5110.50 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.
   
10.5210.51 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.
   
10.5310.52 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.
   
10.5410.53 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.
   
10.5510.54 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.
   
10.5610.55 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.
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10.5710.56 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.
   
10.5810.57 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.
   
10.5910.58 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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