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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended June 30, 2003

 
 
 

Commission File Number: 1-9916

 
 
 

Freeport-McMoRan Copper & Gold Inc.

 
 
 

Incorporated in Delaware

74-2480931

 

(IRS Employer Identification No.)

 
 

1615 Poydras Street, New Orleans, Louisiana  70112

 
 

Registrant's telephone number, including area code: (504) 582-4000

 
 
 
 


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. Yes X No __


Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes X No __


On June 30, 2003, there were issued and outstanding 146,640,225 shares of the registrant’s Class B Common Stock, par value $0.10 per share.



 



FREEPORT-McMoRan COPPER & GOLD INC.


TABLE OF CONTENTS


  


Page

Part I.  Financial Information


 
  

  Financial Statements:

 
  

Condensed Balance Sheets

 


3

  

Statements of Income    


4

  

Statements of Cash Flows


5

  

Notes to Financial Statements


6

  

  Remarks


11

  

  Report of Independent Public Accountants

12

  

  Management's Discussion and Analysis of Financial Condition

 

and Results of Operations


13

  

  Quantitative and Qualitative Disclosures about Market Risks

29

  

  Controls and Procedures

29

  

Part II.  Other Information


29

  

Signature

    


30

  

Exhibit Index


E-1

  
 





FREEPORT-McMoRan COPPER & GOLD INC.

PART I.  FINANCIAL INFORMATION


Item 1. Financial Statements.


FREEPORT-McMoRan COPPER & GOLD INC.

BALANCE SHEETS (Unaudited)


  

June 30,

  

December 31,

 
  

2003

  

2002

 
  

(In Thousands)

 

ASSETS

        

Current Assets:

        

Cash and cash equivalents

 

$

740,360

  

$

7,836

 

Restricted investments and cash

  

60,809

   

49,809

 

Accounts receivable

  

242,961

   

190,509

 

Inventories

  

380,610

   

387,247

 

Prepaid expenses and other

  

9,370

  

 

2,579

 

Total current assets

  

1,434,110

   

637,980

 

Property, plant, equipment and development costs, net

  

3,256,150

   

3,320,561

 

Deferred mining costs

  

99,887

   

78,235

 

Restricted investments and cash

  

23,708

   

58,137

 

Investment in PT Smelting

  

43,144

   

44,619

 

Other assets

  

92,556

   

52,661

 

Total assets

 

$

4,949,555

  

$

4,192,193

 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current liabilities:

        

Accounts payable and accrued liabilities

 

$

254,331

  

$

262,310

 

Current portion of long-term debt and short-term borrowings

  

144,196

   

77,112

 

Unearned customer receipts

  

35,574

   

36,754

 

Rio Tinto share of joint venture cash flows

  

54,039

   

51,297

 

Accrued interest payable

  

62,888

   

29,081

 

Accrued income taxes

 

 

78,085

  

 

81,319

 

Total current liabilities

  

629,113

   

537,873

 

Long-term debt, less current portion:

        

Convertible senior notes

  

1,178,750

   

603,750

 

Senior notes

  

715,977

   

450,000

 

Infrastructure asset financings

  

279,701

   

310,674

 

Atlantic Copper debt

  

172,385

   

233,642

 

Equipment and other loans

  

81,478

   

84,212

 

FCX and PT Freeport Indonesia credit facilities

  

-    

   

279,000

 

Total long-term debt, less current portion

  

2,428,291

   

1,961,278

 

Accrued postretirement benefits and other liabilities

  

150,785

   

140,016

 

Deferred income taxes

  

751,328

   

706,510

 

Minority interest

  

154,905

   

129,687

 

Redeemable preferred stock

  

450,003

   

450,003

 

Stockholders' equity

 

 

385,130

  

 

266,826

 

Total liabilities and stockholders' equity

 

$

4,949,555

  

$

4,192,193

 
         



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







FREEPORT-McMoRan COPPER & GOLD INC.

STATEMENTS OF INCOME (Unaudited)


Three Months Ended

Six Months Ended

June 30,

June 30,

2003

2002

2003

2002

(In Thousands, Except Per Share Amounts)

Revenues

$

609,455

$

407,999

$

1,134,051

$

800,679

Cost of sales:

Production and delivery

277,408

206,124

524,878

441,041

Depreciation and amortization

68,283

62,305

136,071

115,359

     Total cost of sales

345,691

268,429

660,949

556,400

Exploration expenses

1,827

800

3,331

1,554

General and administrative expenses

20,711

16,360

37,219

32,772

     Total costs and expenses

368,229

285,589

701,499

590,726

Operating income

241,226

122,410

432,552

209,953

Equity in PT Smelting earnings (losses)

2,270

(2,537

)

2,947

(3,359

)

Interest expense, net

(55,478

)

(43,492

)

(107,987

)

(87,774

)

Other expenses, net

(8,907

)

(9,331

)

(10,526

)

(9,295

)

Income before income taxes and minority interest

 

179,111

   

67,050

   

316,986

   

109,525

 

Provision for income taxes

(97,908

)

(46,040

)

(175,122

)

(74,854

)

Minority interest in net income of      consolidated subsidiaries

 

(14,259

)

 

(5,975

)

 

(25,170

)

 

(11,529

)

Net income before cumulative effect of changes in accounting principle

 

66,944

   

15,035

   

116,694

   

23,142

 

Cumulative effect of changes in accounting principle, net

 

-    

   

-    

   

9,082

   

(3,049

)

Net income

66,944

15,035

125,776

20,093

Preferred dividends

(9,572

)

(9,459

)

(19,159

)

(18,671

)

Net income applicable to common stock

$

57,372

$

5,576

$

106,617

$

1,422

               

Net income per share of common stock:

     Basic:

                   


 

Before cumulative effect

$0.39

$0.04

$0.67

$0.03

Cumulative effect

   -    

   -    

0.06

 (0.02

)

Net income per share of common stock

 

$0.39

   

$0.04

   

$0.73

   

$0.01

 

Diluted:

Before cumulative effect

$0.37

$0.04

$0.64

$0.03

Cumulative effect

   -    

   -    

 0.05

 (0.02

)

Net income per share of common stock

 

$0.37

   

$0.04

   

$0.69

   

$0.01

 
                     


 

Average common shares outstanding:

     Basic                   
     Basic  

145,907

   

144,698

   

145,574

   

144,403

 
     Diluted 

190,990

   

147,370

   

190,122

   

146,410

 
Dividends paid per common share

$0.09

$  -    

$0.09

$    -   



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





FREEPORT-McMoRan COPPER & GOLD INC.

STATEMENTS OF CASH FLOWS (Unaudited)



  

Six Months Ended June 30,

 
  

2003

  

2002

 
  

(In Thousands)

 

Cash flow from operating activities:

        

Net income

 

$

125,776

  

$

20,093

 

Adjustments to reconcile net income to net cash provided by

       operating activities:

   

Depreciation and amortization

  

136,071

   

115,359

 

Cumulative effect of changes in accounting principle

  

(9,082

)

  

3,049

 

Deferred income taxes

  

37,451

   

25,368

 

Equity in PT Smelting losses (earnings)

  

(2,947

)

  

3,359

 

Minority interest's share of net income

  

25,170

   

11,529

 

Change in deferred mining costs

  

(21,652

)

  

(12,420

)

Currency translation loss

  

6,277

   

8,726

 

Amortization of deferred financing costs

  

9,571

   

6,005

 

Loss on early extinguishment of debt

  

5,010

   

-    

 

Elimination (recognition) of profit on PT Freeport          Indonesia sales to PT Smelting

  

4,422

   

(1,091

)

Provision for inventory obsolescence

  

3,000

   

3,000

 

Other

  

9,745

   

4,214

 

(Increases) decreases in working capital:

        

Accounts receivable

  

(47,524

)

  

(21,076

)

Inventories

  

(11,309

)

  

(18,278

)

Prepaid expenses and other

  

(4,844

)

  

(2,894

)

Accounts payable and accrued liabilities

  

19,448

   

(13,145

)

Rio Tinto share of joint venture cash flows

  

2,718  

   

31,087

 

Accrued income taxes

 

 

(3,234

)

 

 

(10,050

)

Increase in working capital

 

 

(44,745

)

 

 

(34,356

)

Net cash provided by operating activities

 

 

2 84,067

  

 

152,835

 
         

Cash flow from investing activities:

        

PT Freeport Indonesia capital expenditures

  

(58,565

)

  

(80,215

)

Atlantic Copper capital expenditures

  

(3,623

)

  

(1,254

)

Sale of restricted investments to fund interest costs

  

23,645

   

23,678

 

Sale of assets and other

 

 

1,890

  

 

(156

)

Net cash used in investing activities

 

 

(36,653

)

 

 

(57,947

)

         

Cash flow from financing activities:

        

Net proceeds from sales of senior notes

  

1,046,437

   

-    

 

Proceeds from other debt

  

47,400

   

314,631

 

Repayments of debt

  

(5 93,742

)

  

(396,981

)

Cash dividends paid:

        

Common stock

  

(13,090

)

  

-    

 

Preferred stock

  

(19,066

)

  

(18,350

)

Proceeds from exercised stock options

  

20,475

   

7,549

 

Financing costs

 

 

(3,304

)

 

 

(661

)

Net cash provided by (used in) financing activities

 

 

4 85,110

  

 

(93,812

)

Net increase in cash and cash equivalents

  

732,524

   

1,076

 

Cash and cash equivalents at beginning of year

  

7,836

  

 

7,587

 

Cash and cash equivalents at end of period

 

$

740,360

  

$

8,663

 



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





FREEPORT-McMoRan COPPER & GOLD INC.

NOTES TO FINANCIAL STATEMENTS


1.

EARNINGS PER SHARE

Freeport-McMoRan Copper & Gold Inc.’s (FCX) 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 period.  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

June 30,

 

Six months ended

June 30,

 
  

2003

 

2002

 

2003

 

2002

 

Net income before preferred dividends and cumulative effect of changes in accounting principle

 


$


66,944

 


$


15,035

 


$


116,694

 


$


23,142

 

Preferred dividends

  

(9,572

)

 

(9,459

)

 

(19,159

)

 

(18,671

)

Net income before cumulative effect

  

57,372

  

5,576

  

97,535

  

4,471

 

Cumulative effect of changes in accounting principle

  

-

  

-

  

9,082

  

(3,049

)

Net income applicable to common stock

  

57,372

  

5,576

  

106,617

  

1,422

 

Plus income impact of assumed conversion of 8 ¼%

Convertible Senior Notes, after taxes

  


12,688

  


-

  


25,341

  


-

 

Diluted net income applicable to common stock

 

$

70,060

 

$

5,576

 

$

131,958

 

$

1,422

 
              

Weighted average common shares outstanding

  

145,907

  

144,698

  

145,574

  

144,403

 

Add:  Shares issuable upon conversion of 8 ¼% Convertible Senior Notes

  


42,220

  


-

  


42,220

  


-

 

Dilutive stock options

  

2,664

  

2,406

  

2,120

  

1,731

 

Restricted stock

  

199

  

266

  

208

  

276

 

Weighted average common shares outstanding for purposes of calculating diluted net income per share

  


190,990

   


147,370

  


190,122

  


146,410

 
              

Diluted net income per share of common stock:

             

Before cumulative effect

 

$

0.37

 

$

0.04

 

$

0.64

 

$

0.03

 

Cumulative effect

  

-

  

-

  

0.05

  

(0.02

)

Net income per share of common stock

 

$

0.37

 

$

0.04

 

$

0.69

 

$

0.01

 


Outstanding stock options with exercise prices greater than the average market price of the common stock during the period are excluded from the computation of diluted net income per share of common stock. In addition, FCX’s convertible preferred stock and convertible senior notes are excluded for certain periods because including the conversion of these instruments would have increased reported diluted net income per share. A recap of the excluded amounts follows (in thousands, except exercise prices):


 

Three months ended

June 30,

 

Six months ended

June 30,

 

2003

 

2002

 

2003

 

2002

Weighted average outstanding options

2,285

 

7,833

 

2,759

 

9,709

Weighted average exercise price

$32.79

 

$23.43

 

$30.61

 

$22.24

         

Dividends on convertible preferred stock

$6,125

 

$6,125

 

$12,250

 

$12,250

Weighted average shares issuable upon conversion

11,690

 

11,690

 

11,690

 

11,690

         

Interest on 8 ¼% Convertible Senior Notes, net of taxes

-   

a

$12,581

 

-   

a

$25,310

Weighted average shares issuable upon conversion

-   

a

42,220

 

-   

a

42,220

         

Interest on 7% Convertible Senior Notes, net of taxes b

$10,354

 

-   

 

$16,160

 

-   

 

Weighted average shares issuable upon conversion b

18,625

 

-   

 

14,406

 

-   

 


a.

Included in diluted calculation.

b.

FCX’s 7% Convertible Senior Notes were issued on February 11, 2003, and are convertible into 18.6 million shares of common stock (see Note 4).



Stock-Based Compensation Plans.  As of March 31, 2003, FCX had three stock-based employee compensation plans and one stock-based director compensation plan, which are more fully described in Note 7 of FCX’s 2002 Annual Report on Form 10-K.  At FCX’s annual meeting of stockholders on May 1, 2003, stockholders approved a proposal to adopt FCX’s 2003 Stock Incentive Plan.  The 2003 Stock Incentive Plan provides for the issuance of stock options, stock appreciation rights, restricted stock and other stock-based awards for up to 8.0 million shares to eligible participants.  FCX accounts for all of its plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, which require compensation cost for stock-based employee compensation plans to be recognized based on the difference on the date of grant, if any, between the quoted market p rice of the stock and the amount an employee must pay to acquire the stock. The following table illustrates the effect on net income and earnings per share if FCX had applied the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” which requires compensation cost for all stock-based employee compensation plans to be recognized based on the use of a fair value method (in thousands, except per share amounts):


  

Three Months Ended

June 30,

 

Six Months Ended

June 30,

  

2003

 

2002

 

2003

 

2002

Net income applicable to common stock, as reported

 

$

57,372

 

$

5,576

 

$

106,617

 

$

1,422

 

Add:  Stock-based employee compensation expense included in reported net income for stock option conversions and stock appreciation rights, net of taxes and minority interests

  

1,423

  

455

  



2,046



 



686



Deduct:  Total stock-based employee compensation expense determined under fair value-based method for all awards, net of taxes and minority interests

  

(2,498

)

 

(2,137



)

 



(4,465



)

 



(4,185



)

Pro forma net income applicable to common stock

 

$

56,297

 

$

3,894

 

$

104,198

 

$

(2,077

)

             

Earnings per share:

            

Basic – as reported

 

$

0.39

 

$

0.04

 

$

0.73

 

$

0.01

 

Basic – pro forma

 

$

0.39

 

$

0.03

 

$

0.72

 

$

(0.01

)

             

Diluted – as reported

 

$

0.37

 

$

0.04

 

$

0.69

 

$

0.01

 

Diluted – pro forma

 

$

0.36

 

$

0.03

 

$

0.68

 

$

(0.01

)


For the pro forma computations, the values of option grants were calculated on the dates of grant using the Black-Scholes option-pricing model.  The weighted average fair value for stock option grants was $10.04 per option in the first six months of 2003 and $7.88 per option for the first six months of 2002.  The weighted average assumptions used include a risk-free interest rate of 3.7 percent in the first six months of 2003 and 5.0 percent in 2002; expected volatility of 47 percent in the first six months of 2003 and 2002; no annual dividends; and expected lives of 7 years.  No other discounts or restrictions related to vesting or the likelihood of vesting of stock options were applied.


2.

CUMULATIVE EFFECT OF CHANGES IN ACCOUNTING PRINCIPLE

Effective January 1, 2003, FCX adopted SFAS No. 143, “Accounting for Asset Retirement Obligations,” which requires recording the fair value of an asset retirement obligation associated with tangible long-lived assets in the period incurred.  Retirement obligations associated with long-lived assets included within the scope of SFAS No. 143 are those for which there is a legal obligation to settle under existing or enacted law, statute, written or oral contract or by legal construction.  


In 2002, FCX engaged an independent environmental consulting and auditing firm to assist in estimating PT Freeport Indonesia’s asset retirement obligations, and FCX engaged other consultants to assist in estimating Atlantic Copper’s and PT Smelting’s asset retirement obligations.  FCX estimated these obligations using an expected cash flow approach, in which multiple cash flow scenarios were used to reflect a range of possible outcomes.  FCX estimated these aggregate undiscounted obligations to be approximately $120 million for PT Freeport Indonesia, $17 million for Atlantic Copper and $11 million for PT Smelting.  To calculate the fair value of these obligations, FCX applied an estimated long-term inflation rate of 2.5 percent, except for Indonesian rupiah-denominated labor costs with respect to PT Freeport Indonesia’s and PT Smelting’s obligations, for which an estimated inflation rate of 9 percent was applied.  The projec ted cash flows were discounted at FCX’s estimated credit-adjusted, risk-free interest rates which ranged from 9.4 percent to 12.6 percent for the corresponding time periods over which these costs would be incurred.  After discounting the projected cash flows, a market risk premium of 10 percent was applied to the total to reflect what a third party might require to assume these asset retirement obligations.  The market risk premium was based on estimates of rates that a third party would have to pay to insure its exposure to possible future increases in the value of these obligations.  


At January 1, 2003, FCX estimated the fair value of its total asset retirement obligations to be $28.5 million.   FCX recorded the fair value of these obligations and the related additional assets as of January 1, 2003.  The net difference between FCX’s previously recorded reclamation and closure cost liability and the amounts estimated under SFAS No. 143, after taxes and minority interest, resulted in a gain of $9.1 million (after reduction by $8.5 million for taxes and minority interest sharing), $0.05 per share on a diluted basis, which was recognized as a cumulative effect adjustment for a change in accounting principle.  As a result of adopting SFAS No. 143, FCX expects future depreciation and amortization expense to be lower and production costs to be higher, with no significant net impact on net income during the near term.


Prior to adoption of SFAS No. 143, estimated future reclamation and mine closure costs for PT Freeport Indonesia’s current mining operations in Indonesia were accrued and charged to income over the estimated life of the mine by the unit-of-production method based on estimated recoverable proven and probable copper reserves.  Estimated future closure costs for Atlantic Copper’s and PT Smelting’s operations were not considered material and no accruals were made.  


The effect of adopting SFAS No. 143 was to increase net income by approximately $0.2 million, less than $0.01 per share in the second quarter of 2003 and $0.5 million, less than $0.01 per share in the first six months of 2003.  Presented below are FCX’s reported results and pro forma amounts that would have been reported in FCX’s Statements of Income had those statements been adjusted for the retroactive application of this change in accounting principle (in thousands, except per share amounts):


  

Three Months Ended

June 30,

 

Six Months Ended June 30,

 
  

2003

 

2002

 

2003

 

2002

 

Reported results:

             

    Net income applicable to common stock

 

$

57,372

 

$

5,576

 

$

106,617

 

$

1,422

 

    Basic net income per share of common stock

  

0.39

  

0.04

  

0.73

  

0.01

 

    Diluted net income per share of common stock

  

0.37

  

0.04

  

0.69

  

0.01

 


Pro forma amounts assuming retroactive application

    of new accounting principle:

 

    Net income applicable to common stock

 

$

57,372

 

$

6,237

 

$

97,535

 

$

2,579

 

    Basic net income per share of common stock

  

0.39

  

0.04

  

0.67

  

0.02

 

    Diluted net income per share of common stock

  

0.37

  

0.04

  

0.64

  

0.02

 


Effective January 1, 2002, FCX changed its method of computing depreciation for PT Freeport Indonesia’s mining and milling life-of-mine assets.  Prior to January 1, 2002, PT Freeport Indonesia depreciated mining and milling life-of-mine assets on a composite basis.  Total historical capitalized costs and estimated future development costs relating to its developed and undeveloped reserves were depreciated using the unit-of-production method based on total developed and undeveloped proven and probable copper reserves.  Estimated future costs, which are significant, to develop PT Freeport Indonesia’s undeveloped ore bodies are expected to be incurred over the next 20 to 25 years.


After considering the inherent uncertainties and subjectivity relating to the long time frame over which these estimated costs would be incurred, and after consultation with the accounting staff of the Securities and Exchange Commission, management revised its depreciation methodology prospectively.  Effective January 1, 2002, depreciation for the mining and milling life-of-mine assets excludes consideration of future development costs.  Under the new methodology, PT Freeport Indonesia depreciates the capitalized costs of individual producing mines over the related proven and probable copper reserves.  Infrastructure and other common costs continue to be depreciated over total proven and probable copper reserves.  The cumulative effect of this change through December 31, 2001, as reflected in FCX’s first-quarter 2002 results, reduced net income by $3.0 million, net of taxes and minority interest sharing. The effect of the change in depreciation methodology was to reduce depreciation and amortization expense by $3.9 million in the second quarter of 2002 and $7.7 million in the first six months of 2002, thus increasing net income by $2.0 million, $0.01 per share, in the second quarter of 2002 and $4.0 million, $0.03 per share, in the first six months of 2002.  



3.

BUSINESS SEGMENTS

FCX has two operating segments:  “mining and exploration” and  “smelting and refining.”  The mining and exploration segment includes the copper and gold mining operations of PT Freeport Indonesia in 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 the consolidated FCX financial statements.


  

Mining

and Exploration

 

Smelting and Refining

 

Eliminations and Other

 

FCX Total

 
  

(In Thousands)

 

Three months ended June 30, 2003:

             

Revenues

 

$

524,613

a

$

210,681

 

$

(125,839

)

$

609,455

 

Production and delivery

  

163,728

  

204,944

  

(91,264

)b

 

277,408

 

Depreciation and amortization

  

57,700

  

7,046

  

3,537

  

68,283

 

Exploration expenses

  

1,790

  

-    

  

37

  

1,827

 

General and administrative expenses

  

22,404

  

2,761

  

(4,454

)

 

20,711

 

Operating income (loss)

 

$

278,991

 

$

(4,070

)

$

(33,695

)

$

241,226

 

Equity in PT Smelting earnings

 

$

-    

 

$

2,270

 

$

-    

 

$

2,270

 

Interest expense, net

 

$

14,520

 

$

4,222

 

$

36,736

 

$

55,478

 

Provision for income taxes

 

$

96,912

 

$

-   

 

$

996

 

$

97,908

 

Capital expenditures

 

$

29,466

 

$

2,489

 

$

151

 

$

32,106

 

Total assets

 

$

3,615,896

c

$

705,340

d

$

628,319

 

$

4,949,555

 
              

Three months ended June 30, 2002:

             

Revenues

 

$

319,411

a

$

176,070

 

$

(87,482

)

$

407,999

 

Production and delivery

  

122,637

  

164,431

  

(80,944

)b

 

206,124

 

Depreciation and amortization

  

52,157

  

6,892

  

3,256

  

62,305

 

Exploration expenses

  

777

  

-    

  

23

  

800

 

General and administrative expenses

  

17,022

  

2,110

  

(2,772

)

 

16,360

 

Operating income  

 

$

126,818

 

$

2,637

 

$

(7,045

)

$

122,410

 

Equity in PT Smelting losses

 

$

-    

 

$

(2,537

)

$

-    

 

$

(2,537

)

Interest expense, net

 

$

18,797

 

$

4,742

 

$

19,953

 

$

43,492

 

Provision for income taxes

 

$

42,396

 

$

-    

 

$

3,644

 

$

46,040

 

Capital expenditures

 

$

48,719

 

$

421

 

$

495

 

$

49,635

 

Total assets

 

$

3,225,780

c

$

633,647

d

$

332,901

 

$

4,192,328

 
              

Six months ended June 30, 2003:

             

Revenues

 

$

954,724

a

$

429,076

 

$

(249,749

)

$

1,134,051

 

Production and delivery

  

324,066

  

413,427

  

(212,615

)b

 

524,878

 

Depreciation and amortization

  

114,932

  

14,091

  

7,048

  

136,071

 

Exploration expenses

  

3,264

  

-    

  

67

  

3,331

 

General and administrative expenses

  

38,826

  

5,188

  

(6,795

)

 

37,219

 

Operating income (loss)

 

$

473,636

 

$

(3,630

)

$

(37,454

)

$

432,552

 

Equity in PT Smelting earnings

 

$

-    

 

$

 2,947

 

$

-    

 

$

2,947

 

Interest expense, net

 

$

29,872

 

$

8,200

 

$

69,915

 

$

107,987

 

Provision for income taxes

 

$

164,259

 

$

-    

 

$

10,863

 

$

175,122

 

Capital expenditures

 

$

58,337

 

$

3,623

 

$

228

 

$

62,188

 
              

Six months ended June 30, 2002:

             

Revenues

 

$

589,137

a

$

375,597

 

$

(164,055

)

$

800,679

 

Production and delivery

  

253,268

  

353,910

  

(166,137

)b

 

441,041

 

Depreciation and amortization

  

95,679

  

13,644

  

6,036

  

115,359

 

Exploration expenses

  

1,500

  

-    

  

54

  

1,554

 

General and administrative expenses

  

29,828

  

4,086

  

(1,142

)

 

32,772

 

Operating income  

 

$

208,862

 

$

3,957

 

$

(2,866

)

$

209,953

 

Equity in PT Smelting losses

 

$

-    

 

$

(3,359

)

$

-    

 

$

(3,359

)

Interest expense, net

 

$

37,910

 

$

9,080

 

$

40,784

 

$

87,774

 

Provision for income taxes

 

$

63,137

 

$

-    

 

$

11,717

 

$

74,854

 

Capital expenditures

 

$

79,207

 

$

1,254

 

$

1,008

 

$

81,469

 


a.     Includes PT Freeport Indonesia sales to PT Smelting totaling $154.6 million in the second quarter of 2003, $38.9 million  in the second quarter of 2002, $275.9

        million in the first six months of 2003 and $138.1 million in the first six months of 2002.
b.     Includes effect of changes in the deferral of intercompany profits on 25 percent of PT Freeport Indonesia’s sales to PT Smelting that are still in PT Smelting’s            inventory at quarter end, totaling $6.5 million in the second quarter of  2003, $(0.5) million in the second quarter of 2002, $4.4 million in the first six months of 2003 and  $(1.1) million in the first six months of 2002.

c.     Includes PT Freeport Indonesia’s trade receivables with PT Smelting totaling $49.5 million at June 30, 2003 and $16.1 million at June 30, 2002.  
 

d.     Includes PT Freeport Indonesia’s equity investment in PT Smelting totaling $43.1 million at June 30, 2003 and $54.9 million at June 30, 2002.



4.  

  SENIOR NOTE OFFERINGS AND TENDER OFFERS

On January 29, 2003, FCX sold $500 million of 10% Senior Notes due 2010 for net proceeds of approximately $487 million.  Interest on the notes is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2003.  FCX may redeem some or all of the notes at its option at a make-whole redemption price prior to February 1, 2007, and afterwards at stated redemption prices.  The indenture governing the notes contains restrictions on incurring debt, creating liens, entering into sale leaseback transactions, taking actions to limit distributions from certain subsidiaries, selling assets, entering into certain transactions with affiliates, paying cash dividends on common stock, repurchasing or redeeming common or preferred equity, prepaying subordinated debt and making investments.   The notes are unsecured.


On February 11, 2003, FCX sold $575.0 million of 7% Convertible Senior Notes due 2011 for net proceeds of approximately $559 million.  Interest on the notes is payable semiannually on March 1 and September 1 of each year, beginning September 1, 2003.  The notes are convertible, at the option of the holder, at any time on or prior to maturity into shares of FCX’s common stock at a conversion price of $30.87 per share, which is equal to a conversion rate of approximately 32.39 shares of common stock per $1,000 principal amount of notes.  The notes are unsecured.  


FCX used a portion of the net proceeds from the offerings to repay all its outstanding bank debt, which totaled $279.0 million at December 31, 2002.  In March 2003, FCX and PT Freeport Indonesia terminated their lending commitments and established an interim credit facility totaling $150 million with JP Morgan.  The interim credit facility represents an amendment to the previous facility and requires the companies to provide $100 million of cash security, unless the availability is reduced.  The restrictive covenants in the previous credit facilities have been terminated.  This facility is expected to remain undrawn and FCX and PT Freeport Indonesia are discussing a possible new facility with potential lenders ..  At June 30, 2003, FCX and PT Freeport Indonesia had deferred financing costs related to the bank facilities totaling $10.1 million, which may be adjusted upon entering into a new facility.


In April 2003, FCX concluded tender offers for its 7.20% Senior Notes due 2026 and its 7.50% Senior Notes due 2006.  Of the total $450 million outstanding at March 31, 2003, notes with a face amount of $234.0 million were tendered for $239.0 million cash.  FCX recorded a charge to other expenses of $6.6 million ($4.8 million to net income) in the second quarter of 2003 associated with these early extinguishments of debt.   In July 2003, FCX purchased an additional $76.0 million face amount of its 7.20% Senior Notes for $77.2 million, and will record a charge to other expenses of $1.3 million ($0.9 million to net income) in the third quarter of 2003.   FCX currently is considering repaying other outstanding debt, which could result in the recognition of losses and gains in future periods.  Depending on the timing and structure of a new credit facility and repayments of other outstanding debt, certain of FCX’s and PT Freeport Indonesia’s deferred financing costs in addition to scheduled amortization may be charged to 2003 earnings.


5.

INTEREST COST

Interest expense excludes capitalized interest of $0.8 million in the second quarter of 2003, $3.5 million in the second quarter of 2002, $1.5 million in the first six months of 2003 and $6.6 million in the first six months of 2002.


6.

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for the first six months of 2003 and 2002 was 3.8 to 1 and 2.1 to 1, respectively.  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.


7.

  COMPREHENSIVE INCOME

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


  

Three months ended June 30,

 

Six months ended June 30,

 
  

2003

 

2002

 

2003

 

2002

 

Net income

 

$

66,944

 

$

15,035

 

$

125,776

 

$

20,093

 

Other comprehensive income (loss):

  

   

          

Change in unrealized derivatives’ fair value, net of taxes of $1.4 million for the three months ended June 30, 2002, and $2.8 million for the six months ended June 30, 2002

  

 

 

2,250

  


12,184

  


4,660

  


11,733

 

Reclass to earnings, net of taxes of $1.1 million for the three months ended June 30, 2002, and $1.7 million for the six months ended June 30, 2002

  


(1,982


)

 


(27


)

 


(3,006


)

 


1,264

 

Total comprehensive income

 

$

67,212

 

$

27,192

 

$

127,430

 

$

33,090

 


8.        NEW ACCOUNTING STANDARD AND INTERPRETATION NO. 46

In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.”  The new standard is effective July 1, 2003, and will require FCX to reclassify its redeemable preferred stock as debt and classify future dividend payments on these instruments as interest expense.  Prior period financial statements are not permitted to be restated to reflect the changes in classification.  


In January 2003, the FASB issued interpretation No. 46, “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities.  This interpretation is effective for the third quarter of 2003 for variable interest entities acquired before February 1, 2003.   FCX is reviewing the provisions of Interpretations No. 46 and currently does not expect it to have an impact on its consolidated financial statements.


9.

OTHER MATTERS AND SUBSEQUENT EVENT

In May 2003, PT Freeport Indonesia received a U.S. federal grand jury subpoena for the production of documents in connection with an anti-trust investigation of the copper concentrate industry.  PT Freeport Indonesia has not been identified as a target and is cooperating fully with the investigation.


In July 2003, FCX acquired the 85.7 percent ownership interest in PT Puncakjaya Power (PJP) owned by affiliates of Duke Energy Corporation for $78 million cash.  PJP is the owner of assets supplying power to PT Freeport Indonesia’s operations, including the 3x65 megawatt coal-fired power facilities, diesel generating capacity and other project assets.  PT Freeport Indonesia purchases power from PJP under infrastructure asset financing arrangements.  At June 30, 2003, PT Freeport Indonesia had infrastructure asset financing obligations to PJP totaling $312.8 million.  As a result of this transaction, FCX’s consolidated balance sheet will no longer reflect PT Freeport Indonesia’s obligation to PJP, but instead will reflect the $258.8 million of PJP bank debt at June 30, 2003, a $54.0 million reduction in FCX’s consolidated debt.  



----------------------

Remarks


The information furnished herein should be read in conjunction with FCX's financial statements contained in its 2002 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.  





INDEPENDENT ACCOUNTANT ’ S REVIEW REPORT


To The Board of Directors and Stockholders of

Freeport-McMoRan Copper & Gold Inc.:


We have reviewed the accompanying condensed balance sheet of Freeport-McMoRan Copper & Gold Inc. (a Delaware Corporation) and subsidiaries as of June 30, 2003, the related statements of income for the three-month and six-month periods ended June 30, 2003 and 2002, and the statements of cash flows for the six months ended June 30, 2003 and 2002.  These financial statements are the responsibility of the Company’s management.  


We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our reviews, we are not aware of any material modifications that should be made to the accompanying financial statements as of June 30, 2003 and 2002, and for the three-month and six-month periods then ended for them to be in conformity with accounting principles generally accepted in the United States.


We have previously audited in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of Freeport-McMoRan Copper & Gold Inc. as of December 31, 2002, 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 January 16, 2003 (except for Note 15, as to which the date is March 6, 2003), 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, 2002, 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

July 17, 2003




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 our financial statements, the related discussion and analysis of financial condition and results of operations and our discussion of our “Business and Properties” in our Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission.  The results of operations reported and summarized below are not necessarily indicative of future operating results.


We operate through our majority-owned subsidiary, PT Freeport Indonesia, and through PT Irja Eastern Minerals (Eastern Minerals) and Atlantic Copper, S.A. (Atlantic Copper), our wholly owned subsidiaries.  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 addition to the PT Freeport Indonesia and Eastern Minerals exploration activities, we conduct other mineral exploration activities in Papua, Indonesia, pursuant to joint venture and other arrangements. Our field exploration activities outside of our current mining operations area in Block A have been temporarily suspended (see “Exploration Activities”).  


CONSOLIDATED RESULTS


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

 

Second Quarter

 

Six Months

 
 

2003

 

2002

 

2003

 

2002

 

Revenues

$

609.5

 

$

408.0

 

$

1,134.1

 

$

800.7

 

Operating income

 

241.2

  

122.4

  

432.6

  

210.0

 

Net income applicable to common stock before cumulative effect adjustment

 


57.4


 


5.6

  


97.5


 


4.5

 

Net income applicable to common stock

 

57.4

  

5.6

  

106.6

  

1.4

 

Diluted net income per share:

            

Before cumulative effect adjustment

 

0.37

  

0.04

  

0.64

  

0.03

 

Applicable to common stock

 

0.37

  

0.04

  

0.69

  

0.01

 


Consolidated revenues include PT Freeport Indonesia’s sale of copper concentrates, which also contain significant amounts of gold and silver, and the sale by Atlantic Copper of copper anodes, cathodes, wire and wire rod, and gold in anodes and slimes.  Our revenues and net income vary significantly with fluctuations in the market prices of copper and gold and other factors. 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 have outstanding gold-denominated and silver-denominated preferred stock with dividends and redemption amounts determined by commodity prices.  Based on PT Freeport Indonesia’s projected share of 2003 copper sales (1.4 billion pounds), a $0.01 per pou nd change in the average price realized would have an approximate $14 million impact on annual revenues and an approximate $7 million impact on annual net income.  A $5 per ounce change in the average price realized on PT Freeport Indonesia’s share of projected 2003 gold sales (2.6 million ounces) would have an approximate $13 million impact on annual revenues and an approximate $7 million impact on annual net income.  


Consolidated revenues for the second quarter and first six months of 2003 reflect higher copper and gold revenues at PT Freeport Indonesia and at Atlantic Copper, compared with the same periods in 2002.  Higher revenues from PT Freeport Indonesia during the second quarter and first six months of 2003 resulted primarily from increases in sales volumes caused by the mining of higher grade ore and higher gold prices.  Atlantic Copper’s revenues improved compared with the second quarter and first six months of 2002 mainly because of higher gold sales volumes and prices.


Second-quarter 2003 consolidated revenues include net reductions of $0.6 million ($0.3 million to net income or less than $0.01 per share) primarily for metal volume adjustments based on final assays and final pricing of concentrates sold in prior quarters, compared with a decrease of $5.9 million ($3.0 million to net income or $0.02 per share) to second-quarter 2002 revenues.  Six-month 2003 consolidated revenues included net additions of $11.0 million ($5.7 million to net income or $0.03 per share), compared with net additions of $5.4 million ($2.8 million to net income or $0.02 per share) in the first six months of 2002, primarily for final pricing of concentrates sold in prior years.

 

Consolidated cost of sales for the 2003 periods were higher compared with the 2002 periods largely because of higher unit costs and sales volumes.  Exploration expenses increased to $1.8 million in the second quarter of 2003 and $3.3 million in the first six months of 2003, from $0.8 million and $1.6 million, respectively, in the 2002 periods reflecting increased drilling in Block A during 2003.  General and administrative expenses increased to $20.7 million in the second quarter of 2003 from $16.4 million in the second quarter of 2002, and to $37.2 million in the first six months of 2003 from $32.8 million in the first six months of 2002.  The increases reflect charges for stock appreciation rights caused by a higher FCX stock price and several other smaller items.


Consolidated net interest expense increased to $55.5 million in the second quarter of 2003 from $43.5 million in the second quarter of 2002, and to $108.0 million in the first six months of 2003 from $87.8 million in the first six months of 2002 primarily because of the two FCX senior notes issued in the first quarter of 2003 (see Note 4 and “Capital Resources and Liquidity – Financing Activities”).  


Other expenses include the impact of translating Atlantic Copper’s net euro-denominated liabilities, primarily its retiree pension obligation.  Changes in the U.S.$/euro exchange rate require us to adjust the dollar value of net euro-denominated liabilities and record the adjustment in earnings.  The exchange rate was $1.05 per euro at December 31, 2002, $1.09 per euro at March 31, 2003 and $1.14 per euro at June 30, 2003.  Exchange rate effects on net income from euro-denominated liabilities were charges of $3.8 million in the second quarter of 2003, $9.3 million in the second quarter of 2002, $6.3 million in the first six months of 2003 and $8.7 million in the first six months of 2002.  Other expenses for the second quarter of 2003 and the first six months of 2003 also include a $6.6 million ($4.8 million to net income) charge associated with the early extinguishment of debt (see Note 4).


The provision for income taxes for the second quarter and first six months of 2003 represented 55 percent of consolidated income before income taxes and minority interests compared with 69 percent for the second quarter of 2002 and 68 percent for the first six months of 2002.  The lower percentage for the 2003 periods primarily reflects the impact of higher income at PT Freeport Indonesia (see “Other Financial Results”).  


Effective January 1, 2003, we adopted Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations,” which requires recording liabilities related to the legal obligations associated with the retirement of tangible long-lived assets at fair values in the periods in which the obligations are incurred (typically when the assets are acquired, constructed or installed).  When the liabilities for asset retirement obligations are initially recorded, capital costs of the related assets are increased by equal corresponding amounts.  The fair values of the liabilities are determined by estimating the asset retirement obligations, including consideration of inflation and a present value discount rate.  The fair values of the liabilities are also increased for a market risk premium to reflect what a third party would be expected to require to assume the liabilities.  Over time, changes in the fair values of the liabilities from revised estimates of the amount or timing of cash flows required to settle the future liability will be recognized by increasing or decreasing the liability and the related long-lived assets.  Changes resulting from the passage of time will be recognized as an increase in the liability and charged to expense. The capitalized asset costs will be depreciated over the related useful lives.


At January 1, 2003, we estimated the fair value of our asset retirement obligations to be $28.5 million.  We recorded the estimated fair value of these liabilities and increased assets and accumulated depreciation as of January 1, 2003.  Prior to the adoption of SFAS No. 143, estimated future reclamation and mine closure costs for our mining operations were accrued and charged to income over the estimated life of the mine using the unit-of-production method based on estimated recoverable proven and probable copper reserves.  The difference between our previously recorded estimated future reclamation and closure costs and the liabilities and net assets recorded under SFAS No. 143, after taxes and minority interest, resulted in a gain of approximately $9.1 million ($0.05 per share), which was recognized as a cumulative effect adjustment for a change in accounting principle.  As a result of adopting SFAS No. 143, we expect for the near term future depr eciation and amortization expense to be lower and production costs to be higher with no significant impact on earnings (see Note 2).

 

RESULTS OF OPERATIONS


We have two operating segments: “mining and exploration” and “smelting and refining.”  The mining and exploration segment includes PT Freeport Indonesia’s copper and gold mining operations in Indonesia and FCX’s 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 25 percent equity investment in PT Smelting. Summary comparative operating income (loss) by segment follows (in millions):



 

Second Quarter

 

Six Months

 
 

2003

 

2002

 

2003

 

2002

 

Mining and exploration

$

279.0

 

$

126.8

 

$

473.6

 

$

208.9

 

Smelting and refining

 

(4.1

)

 

2.6

  

(3.6

)

 

4.0

 

Intercompany eliminations and other

 

(33.7

)

 

(7.0

)

 

(37.4

)

 

(2.9

)

FCX operating incomea

$

241.2

 

$

122.4

 

$

432.6

 

$

210.0

 
             

a.

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 sale to third parties has occurred.  Changes in the amount of these deferred profits reduced operating income by $33.9 million in the second quarter of 2003, $6.1 million in the second quarter of 2002 and $35.9 million in the first six months of 2003, and increased operating income by $2.9 million in the first six months of 2002.  Our consolidated quarterly earnings fluctuate depending on the timing and prices of these sales.


MINING AND EXPLORATION

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





 

Second

 

Six

 
 

Quarter

 

Months

 

PT Freeport Indonesia revenues – prior year period

$

319.4

 

$

589.1

 

Increases (decreases):

      

Sales volumes:

      

Copper

 

33.4

  

103.6

 

Gold

 

140.6

  

211.0

 

Price realizations:

      

Copper

 

2.8

  

8.7

 

Gold

 

33.1

  

64.4

 

Adjustments, primarily for copper pricing on prior period sales

 

6.5

  

0.8

 

Treatment charges, royalties and other

 

(11.2

)

 

(22.9

)

PT Freeport Indonesia revenues – current year period

$

524.6

 

$

954.7

 


PT Freeport Indonesia’s revenues for both the second quarter and first six months of 2003 benefited from higher copper and gold sales volumes because of higher grade material mined compared with the 2002 periods.  Copper sales volumes totaled 395.2 million pounds in the second quarter of 2003, 13 percent higher than the 350.4 million pounds in the second quarter of 2002.   Gold sales volumes totaled 849,200 ounces in the second quarter of 2003, 116 percent higher than the 393,700 ounces in the second quarter of 2002.  Second-quarter 2003 copper and gold sales exceeded previous quarterly estimates primarily because of the timing of mining material previously forecasted to be mined in the second half of 2003.  For the six month periods, copper sales volumes totaled 787.2 million pounds in 2003, 22 percent higher than the 646.5 million pounds in 2002, and gold sales volumes totaled 1,433,100 ounces, 96 percent higher than the 730,300 ounces in 2002.  Copper price realizations were only slightly higher in the 2003 periods.  Gold price realizations of $347.69 in the second quarter of 2003 were nearly $39 per ounce higher than second-quarter 2002 realizations, and realizations in the first six months of 2003 of $345.14 were nearly $45 per ounce higher than the prior year period. Treatment charges and royalties in total were higher in the 2003 periods primarily because of the higher sales volumes and higher gold prices.  Royalties totaled $9.8 million in the second quarter of 2003, $4.1 million in the second quarter of 2002, $16.7 million in the first six months of 2003 and $7.3 million in the first six months of 2002.


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 London Metal Exchange (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 second-quarter 2003 revenues include net additions of $7.6 million for adjustments to the fair value of embedded derivatives in concentrate sales contracts, compared with $4.1 million to second-quarter 2002 revenues.  PT Freeport Indonesia’s six-month 2003 revenues included net additions of $2.6 million for adjustments to the fair value of embedded derivatives in concentrate sales cont racts, compared with $14.4 million in the first six months of 2002.


At June 30, 2003, embedded derivatives on consolidated copper sales totaling 144.0 million pounds were recorded at an average price of $0.75 per pound. All of these sales are expected to be finally priced during the third quarter of 2003.  A one-cent movement in the average price used for these embedded derivatives will have an approximate $0.7 million impact on 2003 consolidated net income.


On limited occasions PT Freeport Indonesia has entered into derivative contracts to manage certain risks resulting from fluctuations in commodity prices.  During 2002 and the first six months of 2003, and as of June 30, 2003, PT Freeport Indonesia did not have any contracts in place for its copper and gold sales.  As conditions warrant, PT Freeport Indonesia may enter into new contracts for its future sales; however, it has no plans to do so in the foreseeable future.  


PT Freeport Indonesia has commitments from various parties, including Atlantic Copper and PT Smelting, to purchase all of its estimated remaining 2003 production.  Net of Rio Tinto’s interest, PT Freeport Indonesia’s share of sales for the third quarter of 2003 is projected to approximate 320 million pounds of copper and 640,000 ounces of gold. PT Freeport Indonesia’s share of sales for 2003 is projected to approximate 1.4 billion pounds of copper and 2.6 million ounces of gold, reflecting the expectation in 2003 of slightly lower copper ore grades and higher gold ore grades compared with 2002.


PT Freeport Indonesia Operating Results


  

Second Quarter

  

Six Months

 
  

2003

  

2002

  

2003

  

2002

 

PT Freeport Indonesia, Net of Rio Tinto’s Interest

Copper

            

    Production (000s of recoverable pounds)

401,200

  

374,500

  

790,000

  

671,200

 

    Production (metric tons)

181,900

  

169,900

  

358,300

  

304,500

 

    Sales (000s of recoverable pounds)

 

395,200

  

350,400

  

787,200

  

646,500

 

    Sales (metric tons)

 

179,300

  

158,900

  

357,100

  

293,200

 

    Average realized price per pound

 

$.75

  

$.75

  

$.75

  

$.74

 

Gold

            

    Production (recoverable ounces)

 

858,400

  

444,200

  

1,438,000

  

780,000

 

    Sales (recoverable ounces)

 

849,200

  

393,700

  

1,433,100

  

730,300

 

    Average realized price per ounce

 

$347.69

  

$308.76

  

$345.14

  

$300.17

 


Gross profit per pound of copper (cents):

Average realized price

 

75.3

  

74.6

  

74.7

  

73.6

 

Production costs:

            

    Site production and delivery

 

40.0

a

 

34.9

a

 

39.9

a

 

38.8

a

    Gold and silver credits

 

(76.2

)

 

(35.2

)

 

(64.5

)

 

(35.2

)

    Treatment charges

 

17.4

  

17.5

  

17.6

  

18.4

 

    Royalty on metals

 

2.5

  

1.2

  

2.1

  

1.1

 

        Cash production costs

 

(16.3

)

 

18.4

  

(4.9

)

 

23.1

 

    Depreciation and amortization

 

14.6

  

14.9

  

14.6

  

14.8

 

        Total production costs

 

(1.7

)

 

33.3

  

9.7

  

37.9

 

Adjustments, primarily for copper pricing     on prior period open sales

 

1.2

  

0.1

  

1.7

  

1.9

 

Gross profit per pound of copper

 

78.2

  

41.4

  

66.7

  

37.6

 


 

  

Second Quarter

  

Six Months

 
  

2003

  

2002

  

2003

  

2002

 


PT Freeport Indonesia, 100% Operating Statistics

Ore milled (metric tons per day)

 

221,300

  

239,600

  

229,700

  

241,900

 

Average ore grade

            

    Copper (percent)

 

1.24

  

1.14

  

1.19

  

1.02

 

    Gold (grams per metric ton)

 

1.95

  

.98

  

1.59

  

.85

 

    Gold (ounce per metric ton)

 

.063

  

.032

  

.051

  

.027

 

Recovery rates (percent)

            

    Copper

 

89.8

  

87.1

  

89.1

  

86.4

 

    Gold

 

 

87.9

  

86.3

  

87.2

  

86.0

 

Copper

            

    Production (000s of recoverable pounds)

474,700

  

457,600

  

935,200

  

814,700

 

    Production (metric tons)

 

215,300

  

207,600

  

424,200

  

369,500

 

    Sales (000s of recoverable pounds)

 

467,600

  

428,300

  

932,100

  

784,700

 

    Sales (metric tons)

 

212,100

  

194,300

  

422,800

  

355,900

 

Gold (recoverable ounces)

            

    Production

 

1,091,900

  

581,000

  

1,829,300

  

1,000,000

 

    Sales

 

1,080,100

  

516,200

  

1,822,600

  

936,100

 


a.

Net of deferred mining costs totaling $14.4 million (3.6 cents per pound) in the second quarter of 2003, $7.7 million (2.2 cents per pound) in the second quarter of 2002, $21.7 million (2.8 cents per pound) in the first six months of 2003 and $12.4 million (1.9 cents per pound) in the first six months of 2002.  


Net cash production costs per pound of copper is a measure intended to provide investors with information about the cash generating capacity of our mining operations in Indonesia.  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.


We calculate gross profit per pound of copper under a “by-product” method, while the copper, gold and silver contained within our concentrates are treated as co-products in our financial statements.  We use the by-product method in the presentation of gross profit per pound because (1) the majority of our revenues are copper revenues, (2) we produce and sell one product, concentrates, which contains all three metals and (3) it is not possible to specifically assign our costs to revenues from the copper, gold and silver we produce in concentrates.  In the co-product method presentation below, costs are allocated to the different products based on their relative revenue values.  Presentations under both methods are shown below along with a reconciliation to amounts reported in the consolidated financial statements.


Three Months Ended June 30, 2003

    
 

By-Product

 

Co-Product Method

 

(In Thousands)

Method

 

Copper

 

Gold

 

Silver

 

Total

 

Revenues

$

302,556

 

$

302,556

 

$

295,076

 

$

5,883

 

$

603,515

 
                

Site production and delivery

 

157,908

  

79,163

  

77,206

  

1,539

  

157,908

 

Gold and silver credits

 

(300,959

)

 

-

  

-

  

-

  

-

 

Treatment charges

 

68,613

  

34,397

  

33,547

  

669

  

68,613

 

Royalty on metals

 

9,814

  

4,920

  

4,798

  

96

  

9,814

 

Net cash production costs

 

(64,624

)

 

118,480

  

115,551

  

2,304

  

236,335

 

Depreciation and amortization

 

57,700

  

28,927

  

28,211

  

562

  

57,700

 

Total production costs

 

(6,924

)

 

147,407

  

143,762

  

2,866

  

294,035

 

Adjustments, primarily for copper pricing on prior period sales

 

(475

)

 

(475

)

 

-

  

-

  

(475

)

Gross profit

$

309,005

 

$

154,674

 

$

151,314

 

$

3,017

 

$

309,005

 
                

Pounds of copper sold (000)

 

395,200

  

395,200

          

Ounces of gold sold

       

849,200

       

Ounces of silver sold

          

1,310,500

    
                
                
                
 

By-Product

 

Co-Product Method

 
 

Method

 

Copper

 

Gold

 

Silver

   

Gross profit per pound of copper (cents)/ per ounce of gold and silver ($):

        

Revenues

 

75.3

  

75.3

  

347.69

  

4.49

    
                

Site production and delivery

 

40.0

  

20.0

  

90.92

  

1.17

    

Gold and silver credits

 

(76.2

)

 

-

  

-

  

-

    

Treatment charges

 

17.4

  

8.7

  

39.50

  

0.51

    

Royalty on metals

 

2.5

  

1.2

  

5.65

  

0.07

    

Net cash production costs

 

(16.3

)

 

29.9

  

136.07

  

1.75

    

Depreciation and amortization

 

14.6

  

7.3

  

33.22

  

0.43

    

Total production costs

 

(1.7

)

 

37.2

  

169.29

  

2.18

    

Adjustments, primarily for copper pricing on prior period sales

 

1.2

  

1.0

  

(0.22

)

 

(0.01

)

   

Gross profit per pound/ounce

 

78.2

  

39.1

  

178.18

  

2.30

    
                

Reconciliation to Amounts Reported

               

(In Thousands)


Revenues

 

Production and Delivery

 

Depreciation and Amortization

       

Totals presented above

$

603,515

 

$

157,908

 

$

57,700

       

Less:  Treatment charges per above

 

(68,613

)

 

N/A

  

N/A

       

           Royalty per above

 

(9,814

)

 

N/A

  

N/A

       

           Other

 

N/A

  

5,820

  

N/A

       

Adjustments, primarily for copper pricing on prior period sales per above

 

(475

)

 

N/A

  

N/A

       

Mining and exploration segment

 

524,613

  

163,728

  

57,700

       

Smelting and refining segment

 

210,681

  

204,944

  

7,046

       

Eliminations and other

 

(125,839

)

 

(91,264

)

 

3,537

       

As reported in FCX consolidated financial statements

$

609,455

 

$

277,408

 

$

68,283

       


Three Months Ended June 30, 2002

    
 

By-Product

 

Co-Product Method

 

(In Thousands)

Method

 

Copper

 

Gold

 

Silver

 

Total

 

Revenues

$

259,624

 

$

259,624

 

$

118,956

 

$

4,363

 

$

382,943

 
                

Site production and delivery

 

122,198

  

82,847

  

37,959

  

1,392

  

122,198

 

Gold and silver credits

 

(123,319

)

 

-

  

-

  

-

  

-

 

Treatment charges

 

61,458

  

41,667

  

19,091

  

700

  

61,458

 

Royalty on metals

 

4,115

  

2,790

  

1,278

  

47

  

4,115

 

Net cash production costs

 

64,452

  

127,304

  

58,328

  

2,139

  

187,771

 

Depreciation and amortization

 

52,157

  

35,360

  

16,202

  

595

  

52,157

 

Total production costs

 

116,609

  

162,664

  

74,530

  

2,734

  

239,928

 

Adjustments, primarily for copper pricing on prior period sales

 

2,041

  

2,041

  

-

  

-

  

2,041

 

Gross profit

$

145,056

 

$

99,001

 

$

44,426

 

$

1,629

 

$

145,056

 
                

Pounds of copper sold (000)

 

350,400

  

350,400

          

Ounces of gold sold

       

393,700

       

Ounces of silver sold

          

951,600

    
                

Gross profit per pound of copper (cents)/ per ounce of gold and silver ($):

         

Revenues

 

74.6

  

74.6

  

308.76

  

4.55

    
                

Site production and delivery

 

34.9

  

23.6

  

96.42

  

1.46

    

Gold and silver credits

 

(35.2

)

 

-

  

-

  

-

    

Treatment charges

 

17.5

  

11.9

  

48.49

  

0.74

    

Royalty on metals

 

1.2

  

0.8

  

3.25

  

0.05

    

Net cash production costs

 

18.4

  

36.3

  

148.16

  

2.25

    

Depreciation and amortization

 

14.9

  

10.1

  

41.15

  

0.62

    

Total production costs

 

33.3

  

46.4

  

189.31

  

2.87

    

Adjustments, primarily for copper pricing on prior period sales

 

0.1

  

0.1

  

(6.61

)

 

0.03

    

Gross profit per pound/ounce

 

41.4

  

28.3

  

112.84

  

1.71

    


                
                

Reconciliation to Amounts Reported

               

(In Thousands)


Revenues

 

Production and Delivery

 

Depreciation and Amortization

       

Totals presented above

$

382,943

 

$

122,198

 

$

52,157

       

Less:  Treatment charges per above

 

(61,458

)

 

N/A

  

N/A

       

           Royalty per above

 

(4,115

)

 

N/A

  

N/A

       

           Other

 

N/A

  

439

  

N/A

       

Adjustments, primarily for copper pricing on prior period sales per above

 

2,041

  

N/A

  

N/A

       

Mining and exploration segment

 

319,411

  

122,637

  

52,157

       

Smelting and refining segment

 

176,070

  

164,431

  

6,892

       

Eliminations and other

 

(87,482

)

 

(80,944

)

 

3,256

       

As reported in FCX consolidated financial statements

$

407,999

 

$

206,124

 

$

62,305

       


Six Months Ended June 30, 2003

    
 

By-Product

 

Co-Product Method

 

(In Thousands)

Method

 

Copper

 

Gold

 

Silver

 

Total

 

Revenues

$

589,088

 

$

589,088

 

$

496,223

 

$

11,484

 

$

1,096,795

 
                

Site production and delivery

 

314,666

  

169,007

  

142,364

  

3,295

  

314,666

 

Gold and silver credits

 

(507,707

)

 

-

  

-

  

-

  

-

 

Treatment charges

 

138,172

  

74,212

  

62,513

  

1,447

  

138,172

 

Royalty on metals

 

16,654

  

8,945

  

7,535

  

174

  

16,654

 

Net cash production costs

 

(38,215

)

 

252,164

  

212,412

  

4,916

  

469,492

 

Depreciation and amortization

 

114,932

  

61,730

  

51,999

  

1,203

  

114,932

 

Total production costs

 

76,717

  

313,894

  

264,411

  

6,119

  

584,424

 

Adjustments, primarily for copper pricing on prior period sales

 

12,755

  

12,755

  

-

  

-

  

12,755

 

Gross profit

$

525,126

 

$

287,949

 

$

231,812

 

$

5,365

 

$

525,126

 
                

Pounds of copper sold (000)

 

787,200

  

787,200

          

Ounces of gold sold

       

1,433,100

       

Ounces of silver sold

          

2,544,600

    
                

Gross profit per pound of copper (cents)/ per ounce of gold and silver ($):

         

Revenues

 

74.7

  

74.7

  

345.14

  

4.49

    
                

Site production and delivery

 

39.9

  

21.5

  

99.34

  

1.29

    

Gold and silver credits

 

(64.5

)

 

-

  

-

  

-

    

Treatment charges

 

17.6

  

9.4

  

43.62

  

0.57

    

Royalty on metals

 

2.1

  

1.1

  

5.26

  

0.07

    

Net cash production costs

 

(4.9

)

 

32.0

  

148.22

  

1.93

    

Depreciation and amortization

 

14.6

  

7.8

  

36.28

  

0.47

    

Total production costs

 

9.7

  

39.8

  

184.50

  

2.40

    

Adjustments, primarily for copper pricing on prior period sales

 

1.7

  

1.7

  

1.12

  

0.02

    

Gross profit per pound/ounce

 

66.7

  

36.6

  

161.76

  

2.11

    


Reconciliation to Amounts Reported

               

(In Thousands)


Revenues

 

Production and Delivery

 

Depreciation and Amortization

       

Totals presented above

$

1,096,795

 

$

314,666

 

$

114,932

       

Less:  Treatment charges per above

 

(138,172

)

 

N/A

  

N/A

       

           Royalty per above

 

(16,654

)

 

N/A

  

N/A

       

           Other

 

N/A

  

9,400

  

N/A

       

Adjustments, primarily for copper pricing on prior period sales per above

 

12,755

  

N/A

  


N/A

       

Mining and exploration segment

 

954,724

  

324,066

  

114,932

       

Smelting and refining segment

 

429,076

  

413,427

  

14,091

       

Eliminations and other

 

(249,749

)

 

(212,615

)

 

7,048

       

As reported in FCX consolidated financial statements

$

1,134,051

 

$

524,878

 

$

136,071

       




Six Months Ended June 30, 2002

    
 

By-Product

 

Co-Product Method

 

(In Thousands)

Method

 

Copper

 

Gold

 

Silver

 

Total

 

Revenues

$

478,394

 

$

478,394

 

$

219,726

 

$

7,783

 

$

705,903

 
                

Site production and delivery

 

250,589

  

169,825

  

78,001

  

2,763

  

250,589

 

Gold and silver credits

 

(227,509

)

 

-

  

-

  

-

  

-

 

Treatment charges

 

119,027

  

80,666

  

37,049

  

1,312

  

119,027

 

Royalty on metals

 

7,332

  

4,969

  

2,282

  

81

  

7,332

 

Net cash production costs

 

149,439

  

255,460

  

117,332

  

4,156

  

376,948

 

Depreciation and amortization

 

95,679

  

64,842

  

29,782

  

1,055

  

95,679

 

Total production costs

 

245,118

  

320,302

  

147,114

  

5,211

  

472,627

 

Adjustments, primarily for copper pricing on prior period sales

 

9,593

  

9,593

  

-

  

-

  

9,593

 

Gross profit

$

242,869

 

$

167,685

 

$

72,612

 

$

2,572

 

$

242,869

 
                

Pounds of copper sold (000)

 

646,500

  

646,500

          

Ounces of gold sold

       

730,300

       

Ounces of silver sold

          

1,727,800

    
                

Gross profit per pound of copper (cents)/ per ounce of gold and silver ($):

         

Revenues

 

73.6

  

73.6

  

300.17

  

4.48

    
                

Site production and delivery

 

38.8

  

26.3

  

106.81

  

1.60

    

Gold and silver credits

 

(35.2

)

 

-

  

-

  

-

    

Treatment charges

 

18.4

  

12.5

  

50.73

  

0.76

    

Royalty on metals

 

1.1

  

0.8

  

3.13

  

0.05

    

Net cash production costs

 

23.1

  

39.6

  

160.67

  

2.41

    

Depreciation and amortization

 

14.8

  

10.0

  

40.78

  

0.61

    

Total production costs

 

37.9

  

49.6

  

201.45

  

3.02

    

Adjustments, primarily for copper pricing on prior period sales

 

1.9

  

1.9

  

0.71

  

0.03

    

Gross profit per pound/ounce

 

37.6

  

25.9

  

99.43

  

1.49

    


Reconciliation to Amounts Reported

               

(In Thousands)


Revenues

 

Production and Delivery

 

Depreciation and Amortization

       

Totals presented above

$

705,903

 

$

250,589

 

$

95,679

       

Less:  Treatment charges per above

 

(119,027

)

 

N/A

  

N/A

       

           Royalty per above

 

(7,332

)

 

N/A

  

N/A

       

           Other

 

N/A

  

2,679

  

N/A

       

Adjustments, primarily for copper pricing on prior period sales per above

 

9,593

  

N/A

  


N/A

       

Mining and exploration segment

 

589,137

  

253,268

  

95,679

       

Smelting and refining segment

 

375,597

  

353,910

  

13,644

       

Eliminations and other

 

(164,055

)

 

(166,137

)

 

6,036

       

As reported in FCX consolidated financial statements

$

800,679

 

$

441,041

 

$

115,359

       


Mill throughput per day averaged 221,300 metric tons of ore in the second quarter of 2003, 239,600 metric tons of ore in the second quarter of 2002, 229,700 metric tons of ore in the first six months of 2003 and 241,900 metric tons of ore in the first six months of 2002.  The lower mill throughput rates during the 2003 periods reflect the mining of harder ore at the Grasberg open pit.  Mill throughput rates vary based on the characteristics of the ore being processed as we manage our operations to optimize metal production.  


PT Freeport Indonesia reached its targeted production rate at the Deep Ore Zone (DOZ) underground mine of 35,000 metric tons of ore per day during the first quarter of 2003.  During the second quarter of 2003 new underground mining production records were established, with combined average production totaling approximately 50,200 metric tons of ore per day from the Intermediate Ore Zone and DOZ mines, representing 23 percent of second-quarter 2003 mill throughput.  DOZ production averaged 40,800 metric tons of ore per day during the second quarter of 2003, and studies are ongoing to evaluate additional low-cost expansion options for the DOZ underground operation. Production at the Intermediate Ore Zone mine has declined during 2003 and the mine is expected to deplete its ore reserves by the end of 2003.  Approximate average daily throughput processed at our mill facilities from each of our producing mines follows (metric tons of ore per day):


 

Second Quarter

 

Six Months

 
 

2003

 

2002

 

2003

 

2002

 

Grasberg open pit

171,100

 

202,100

 

179,600

 

207,200

 

Deep Ore Zone underground mine

40,800

 

19,300

 

38,300

 

15,400

 

Intermediate Ore Zone underground mine

9,400

 

18,200

 

11,800

 

19,300

 

     Total mill throughput

221,300

 

239,600

 

229,700

 

241,900

 


PT Freeport Indonesia reported higher copper production in the 2003 periods, reflecting the continued mining of higher-grade ore which began late in the second quarter of 2002.  Second-quarter 2003 copper ore grades averaged 1.24 percent, compared with 1.14 percent in the second quarter of 2002.  Copper recovery rates also improved to 89.8 percent for the second quarter of 2003, compared with 87.1 percent for the second quarter of 2002.


Gold production for the second quarter of 2003 was a quarterly record and reflects significantly higher ore grades and higher mill recovery rates over the year-ago period.  In the second quarter of 2003, ore milled averaged 1.95 grams per metric ton (g/t), compared with 0.98 g/t in the second quarter of 2002. Gold recovery rates improved to 87.9 percent for the second quarter of 2003, compared with 86.3 percent for the second quarter of 2002.  As previously reported, we began to access higher-grade ore late in the second quarter of 2002.  


Unit site production and delivery costs in the second quarter of 2003 averaged $0.40 per pound of copper, $0.05 per pound higher than the $0.35 reported in the second quarter of 2002. For the first six months of 2003, unit site production and delivery costs of $0.40 per pound were $0.01 per pound higher than the $0.39 per pound in the 2002 period.  Unit site production and delivery costs in the 2003 periods increased from the prior year period because of stronger Indonesian and Australian currencies and higher mine maintenance and energy cost.  Higher grades of ore mined resulted in higher gold credits of $0.76 per pound in the 2003 quarter, compared with the 2002 quarter level of $0.35 per pound.  Gold credits for the first six months of 2003 of $0.65 per pound were also higher than the gold credits of $0.35 per pound in the 2002 period.  Gold ore grades for the second quarter of 2003 increased by 99 percent, compared with the second quarter of 200 2, and gold ore grades for the first six months of 2003 increased by 87 percent, compared with the first six months of 2002.


Unit net cash production costs, including gold and silver credits, totaled a record-low net credit of $(0.16) per pound for the second quarter of 2003, and for the full year 2003 we expect them to average a net credit of approximately $(0.04) per pound of copper, a new annual record assuming second half gold prices of $350 per ounce and annual gold sales of 2.6 million ounces.    


The functional currency for our operations in Indonesia and Spain is the U.S. dollar.  All of our revenues and significant 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 these currencies and adversely affected when the U.S. dollar weakens in relation to these currencies.


PT Freeport Indonesia recorded losses totaling $1.3 million in the second quarter of 2003, $1.2 million in the second quarter of 2002, $1.8 million in the first six months of 2003 and $1.6 million in the first six months of 2002 related to its rupiah-denominated assets and liabilities. PT Freeport Indonesia’s labor costs are mostly rupiah-denominated.  At estimated annual aggregate rupiah payments of one trillion and an exchange rate of 8,265 rupiah to one U.S. dollar, the exchange rate at June 30, 2003, a one-thousand-rupiah increase in the exchange rate would result in an approximate $13 million decrease in aggregate annual operating costs or approximately $0.03 per share to consolidated net income on a diluted basis.  A one-thousand-rupiah decrease in the exchange rate would result in an approximate $17 million increase in aggregate annual operating costs or approximately $0.04 per share to consolidated net income on a diluted basis.  


PT Freeport Indonesia purchases certain materials and supplies denominated in Australian dollars.  At estimated annual aggregate Australian dollar payments of 225 million and an exchange rate of $0.67 to one Australian dollar, the exchange rate at June 30, 2003, a $0.01 increase or decrease in the exchange rate would result in an approximate $2 million change in aggregate annual costs or less than $0.01 per share to consolidated net income on a diluted basis.


                At times, PT Freeport Indonesia has entered into foreign currency forward contracts to hedge a portion of its aggregate anticipated Indonesian rupiah and Australian dollar payments.  PT Freeport Indonesia’s foreign currency forward contracts matured in December 2002 and PT Freeport Indonesia has no outstanding foreign currency forward contracts as of June 30, 2003.  PT Freeport Indonesia recorded net gains to production costs for its foreign currency contracts totaling $2.8 million in the second quarter of 2002 and $4.4 million in the first six months of 2002.


Exploration Activities  

Block A exploration efforts in the first half of 2003 were primarily associated with drilling near the Deep Ore Zone and the Kucing Liar mines to support the conversion of resources to proven and probable reserves.  Field exploration activities outside of our current mining operations area are in suspension because of safety and security issues and uncertainty relating to an Indonesian law enacted in 1999 prohibiting open-pit mining in protected forest areas.  The current suspensions were granted for one-year periods ending February 26, 2004, for Block B, March 31, 2004, for PT Nabire Bakti Mining and November 15, 2003, for Eastern Minerals. We expect to continue to seek suspension renewals for additional one-year periods for each of the suspended areas as required.


SMELTING AND REFINING

As the world’s single largest producer and supplier of custom concentrate, our investment in smelters (Atlantic Copper and PT Smelting) serves an important role in our concentrate marketing strategy.  PT Freeport Indonesia 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 our smelter investments, we are assured placement of a significant portion of our concentrate production and are able to achieve operating hedges.  While currently low smelting and refining charges adversely affect the operating results of Atlantic Copper, low charges benefit the operating results of PT Freeport Indonesia’s mining operations.  


As a result, changes in smelting and refining charge rates do not have a significant impact on our consolidated operating results. Taking into account taxes and minority ownership interests, an equivalent change in the smelting and refining rates PT Freeport Indonesia pays and the rates Atlantic Copper and PT Smelting receive, would essentially offset in our consolidated operating results.


Atlantic Copper Operating Results

    

($ In Millions)

Second Quarter

 

Six Months

 
 

2003

 

2002

 

2003

 

2002

 

Gross profit

$(1.3

)

$4.7

 

$1.6

 

$8.0

 

Add depreciation and amortization expense

7.0

 

6.9

 

14.1

 

13.6

 

Other

0.4

 

1.0

 

0.3

 

1.5

 

Cash margin

$6.1

 

$12.6

 

$16.0

 

$23.1

 
         

Operating income (loss)

$(4.1

)

$2.6

 

$(3.6

)

$4.0

 

Concentrates and scrap treated (metric tons)

244,600

 

242,500

 

486,700

 

500,800

 

Anodes production (000s of pounds)

163,800

 

152,100

 

323,400

 

322,200

 

Cathodes, wire rod and wire sales (000s of pounds)

140,200

 

140,400

 

278,900

 

276,200

 

Gold sales in anodes and slimes (ounces)

205,600

 

159,800

 

447,600

 

411,400

 


                Atlantic Copper’s operating cash margin was $6.5 million lower in the 2003 quarter, compared with the 2002 quarter, and $7.1 million lower in the first six months of 2003, compared with the first six months of 2002, primarily because of lower treatment charge rates and higher unit costs.  Atlantic Copper’s cathode cash production costs per pound of copper, before currency hedging, averaged $0.16 in the second quarter of 2003 and the first six months of 2003, compared with $0.12 in the second quarter of 2002 and $0.11 in the first six months of 2002.  The higher unit costs in the 2003 periods primarily reflect a stronger euro currency in relation to the U.S. dollar, which added approximately $0.03 per pound to the 2003 second quarter and six-month periods when compared to the 2002 periods.  Atlantic Copper is planning a 45-day maintenance turnaround in the second quarter of 2004 .  The estimated cost of $24 million will be charged to expense when incurred , and Atlantic Copper’s operating results will reflect reduced production during the turnaround period.  Atlantic Copper’s average treatment rates continued at historically low levels of $0.15 per pound for the second quarter of 2003 and $0.16 per pound for the first six months of 2003, compared with $0.17 per pound for both 2002 periods.  In July 2003, Atlantic Copper successfully negotiated new labor contracts covering its smelter/refinery and copper wire manufacturing workforce in Huelva, Spain with no material changes in terms.


Cathode cash production cost per pound of copper is a measure intended to provide investors with information about the costs associated with our smelting operations in Spain.  Other smelting companies present this measure, although our measure may not be comparable to similarly titled measures reported by other companies.  Below is a reconciliation of our smelting and refining segment production costs to the production costs used to calculate our cathode cash production cost per pound of copper (in thousands, except per pound amounts):


 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 
 

2003

 

2002

 

2003

 

2002

 

Smelting and refining segment production costs reported in FCX’s consolidated financial statements

$

204,944

 

$

164,431

 

$

413,427

 

$

353,910

 

Less:

            

Raw material purchase costs

 

(88,901

)

 

(79,670

)

 

(170,597

)

 

(160,945

)

Production costs of wire rod and wire

 

(16,658

)

 

(11,457

)

 

(35,831

)

 

(25,515

)

Production costs of anodes sold

 

(2,852

)

 

(1,114

)

 

(5,505

)

 

(3,850

)

Currency hedging

 

2,502

  

(651

)

 

4,117

  

(1,963

)

Other

 

(578

)

 

(811

)

 

(663

)

 

(1,514

)

Credits:

            

Gold and silver revenues

 

(71,116

)

 

(49,741

)

 

(152,189

)

 

(121,527

)

Acid and other by-product revenues

 

(4,760

)

 

(4,230

)

 

(9,345

)

 

(8,022

)

Production costs used in calculating cathode cash production cost per pound

$

22,581

 

$

16,757

 

$

43,414

 

$

30,574

 
             

Pounds of cathode produced

 

137,900

  

140,300

  

272,800

  

276,500

 
             

Cathode cash production cost per pound before hedging

 

$0.16

  

$0.12

  

$0.16

  

$0.11

 


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 and at a June 30, 2003, exchange rate of $1.14 per euro, a $0.05 increase or decrease in the exchange rate would result in an approximate $5 million change in annual costs, before any hedging effects, or approximately $0.03 per share to our consolidated net income on a diluted basis.


In connection with refinancing its debt in June 2000, Atlantic Copper’s lenders required a significantly expanded program to hedge anticipated euro-denominated operating costs.  In March 2003, Atlantic Copper’s lenders agreed to waive the requirements to hedge anticipated euro-denominated operating costs and interest costs.  Atlantic Copper has extend ed the waiver through September 2003.  At June 30, 2003, Atlantic Copper had contracts to purchase 31.3 million euros at an average exchange rate of $1.02 per euro through December 2003.  These contracts currently hedge approximately 63 percent of Atlantic Copper’s projected remaining 2003 euro disbursements.  Each $0.01 change in the US$/euro exchange rate impacts the market value of these contracts by approximately $0.3 million.  Atlantic Copper’s operating results reflect gains (losses) on currency hedging contracts that matured during the periods totaling $2.5 million in the second quarter of 2003, $(0.7) in the second quarter of 2002, $4.1 million in the first six months of 2003 and $(2.0) million in the first six months of 2002.  Atlantic Copper recorded gains to Other Comprehensive Income, a component of stockholders’ equity, totaling $0.1 million in the second quarter of 2003, $12.1 million in the second quarter of 2002, $1.1 million in the first six months of 20 03 and $11.0 million in the first six months of 2002 for its currency hedging contracts that remained open as of the end of those periods.


Atlantic Copper had euro-denominated net monetary liabilities at June 30, 2003, totaling $81.4 million recorded at an exchange rate of $1.14 per euro.  The exchange rate was $1.09 per euro at March 31, 2003, and $1.05 per euro at December 31, 2002.  Adjustments to Atlantic Copper’s euro-denominated net liabilities to reflect changes in the exchange rate are recorded in other expenses and totaled a charge of $3.8 million in the second quarter of 2003, $9.3 million in the second quarter of 2002, $6.3 million in the first six months of 2003 and $8.7 million in the first six months of 2002.


We are currently reviewing options with respect to Atlantic Copper's financial obligations as a result of the effect of continued low treatment rates on its results.  These options include the possibility of restructuring Atlantic Copper's debt, additional capital contributions by FCX and business combination transactions. As of June 30, 2003, FCX’s net investment in Atlantic Copper totaled approximately $36 million and Atlantic Copper's debt under nonrecourse financing arrangements totaled $273.4 million ..


PT Smelting Operating Results  

    
 

Second Quarter

 

Six Months

 

2003

 

2002

 

2003

 

2002

 

(In millions)

PT Freeport Indonesia sales to PT Smelting

$154.6

 

$38.9

 

$275.9

 

$138.1

Equity in PT Smelting earnings (losses)

2.3

 

(2.5

)

2.9

 

(3.4

)

PT Freeport Indonesia profits (deferred) recognized

(6.5

)

0.5

 

(4.4

)

1.1

 


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 208,400 metric tons of concentrate in the second quarter of 2003, 60 percent more than the 130,600 metric tons treated in the 2002 quarter, and 420,700 metric tons in the first six months of 2003, 36 percent more than the 308,300 metric tons treated in the first six months of 2002.  The lower level of concentrate treated in 2002 and the lower anodes and cathodes production and sales were caused by a scheduled maintenance turnaround.  PT Smelting’s copper cathode cash production costs per pound (see below) totaled $0.10 in the second quarter of 2003 and first six months of 2003, compared with $0.25 in the 2002 second quarter and $0.18 for the first six months of 2002, reflecting the impact of the 28-day maintenance turnaround in May 2002. The next maintenance turnaround is scheduled to occur in 2004.


Cathode cash production cost per pound of copper is a measure intended to provide investors with information about the costs associated with our 25 percent-owned smelting operations in Indonesia.  Other smelting companies present this measure, although our measure may not be comparable to similarly titled measures reported by other companies.  Below is a reconciliation of the production costs used to calculate PT Smelting’s cathode cash production cost per pound of copper to our equity in PT Smelting earnings (losses) reported in FCX’s consolidated financial statements (in thousands, except per pound amounts):


 

Three Months Ended

June 30,

 

Six Months Ended

June 30,

 
 

2003

 

2002

 

2003

 

2002

 

Production costs – PT Smelting (100%)

$

14,161

 

$

21,301

 

$

27,428

 

$

34,928

 

Add:   Gold and silver refining charges

 

1,372

  

646

  

2,863

  

1,888

 

Less:  Acid and other by-product revenues

 

(1,873

)

 

(1,088

)

 

(3,888

)

 

(2,493

)

  Production cost of anodes sold

 

(1,173

)

 

2,518

  

(2,424

)

 

3,088

 

Production cost used in calculating cathode cash production cost

$

12,487

 

$

23,377

 

$

23,979

 

$

37,411

 
             

Cathode production (pounds)

 

124,100

  

92,400

  

245,100

  

210,200

 
             

Cathode cash production cost per pound

$

0.10

 

$

0.25

 

$

0.10

 

$

0.18

 


Reconciliation to Amounts Reported

            

Production costs per above

$

(14,161

)

$

(21,301

)

$

(27,428

)

$

(34,928

)

Other costs

 

(180,984

)

 

(93,309

)

 

(367,279

)

 

(228,512

)

Revenue and other income

 

204,463

  

104,704

  

406,977

  

250,490

 

PT Smelting net income (loss)

 

9,318

  

(9,906

)

 

12,270

  

(12,950

)

             

PT Freeport Indonesia’s 25% equity interest

 

2,330

  

(2,477

)

 

3,068

  

(3,238

)

Amortization of excess investment cost

 

(60

)

 

(60

)

 

(121

)

 

(121

)

           Equity in PT Smelting earnings (losses) per FCX consolidated financial statements

$

2,270

 

$

(2,537

)

$

2,947

 

$

(3,359

)

  

 

Our revenues include PT Freeport Indonesia’s sales to PT Smelting, but we defer recognizing profits on 25 percent of PT Freeport Indonesia sales to PT Smelting remaining in PT Smelting’s inventory at the end of the period.  The effect of changes in these deferred profits was the deferral of operating profits totaling $6.5 million in the second quarter of 2003 and $4.4 million in the first six months of 2003, and the recognition of operating profits of $0.5 million in the second quarter of 2002 and $1.1 million in the first six months of 2002.


OTHER FINANCIAL RESULTS


The FCX/Rio Tinto joint ventures incurred $2.8 million of aggregate exploration costs in the second quarter of 2003, $1.3 million in the second quarter of 2002, $5.2 million in the first six months of 2003 and $2.5 million in the first six months of 2002.  Our exploration program for 2003 is focused on targets in Block A that have high potential to add reserves and to provide information to support future exploration.  We incurred $1.8 million of exploration expense in the second quarter of 2003, $0.8 million in the second quarter of 2002, $3.3 million in the first six months of 2003 and $1.6 million in the first six months of 2002, representing our share of exploration costs.


Second-quarter 2003 general and administrative expenses of $20.7 million were $4.3 million higher than the $16.4 million reported in the 2002 quarter, while general and administrative expenses for the first six months of 2003 were $4.4 million higher at $37.2 million, compared with $32.8 million reported in the 2002 period.  The increase in the second quarter of 2003 primarily relates to a $1.5 million increase in costs for stock appreciation rights compared with the 2002 quarter caused by an increase in FCX’s stock price.  Other causes for the increase include higher costs at Atlantic Copper, primarily because of a stronger euro currency, higher insurance costs and higher legal costs.


                Total interest cost (before capitalization) was $56.3 million in the second quarter of 2003, $47.0 million in the second quarter of 2002, $109.4 million in the first six months of 2003 and $94.4 million in the first six months of 2002. Interest costs increased in the 2003 periods primarily because of the two senior note offerings completed during the first quarter of 2003 which increased average outstanding debt balances and interest rates (see “Capital Resources and Liquidity – Financing Activities”).  We capitalized $0.8 million of interest costs in the second quarter of 2003, $3.5 million in the second quarter of 2002, $1.5 million in the first six months of 2003 and $6.6 million in the first six months of 2002.  Capitalized interest costs primarily related to the development of the Deep Ore Zone mine which reached targeted capacity in the first quarter of 2003.


The provision for income taxes as a percentage of consolidated income before income taxes and minority interest totaled 55 percent for the second quarter of 2003, 69 percent for the second quarter of 2002, 55 percent for the first six months of 2003 and 68 percent for the first six months of 2002.  PT Freeport Indonesia’s Contract of Work provides for a 35 percent corporate income tax rate, and the tax treaty between Indonesia and the United States provides for a withholding tax of 10 percent on dividends and interest that PT Freeport Indonesia pays to our parent company.  We also incur a U.S. alternative minimum tax at a rate of 2 percent based primarily on consolidated income, net of smelting and refining results.  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 carry forwards for which we have provide d no financial statement benefit.


We receive minimal tax benefit from costs incurred by our parent company, primarily because it generates no taxable income from U.S. sources.  We also currently receive no tax benefit from losses in our smelting and refining segment because those losses cannot be used to offset PT Freeport Indonesia’s profits in Indonesia.  Thus, the percentage of our provision for income taxes compared to our consolidated income before income taxes and minority interest will decrease as PT Freeport Indonesia’s income increases and vice versa absent changes in Atlantic Copper and the parent company costs.  Parent company costs consist primarily of interest, depreciation and amortization, and general and administrative expenses.  Summaries of the significant components of our calculation of the consolidated provision for income taxes are shown below (in thousands, except percentages).





 

Three months ended

June 30,

 

Six months ended

June 30,

 

2003

2002

2003

2002

Mining and exploration segment operating income

$

278,991

$

126,818

$

473,636

$

208,862

Mining and exploration segment interest expense, net

(14,520

)

(18,797

)

(29,872

)

(37,910

)

Intercompany operating profit recognized (deferred)

(33,877

)

(6,059

)

(35,885

)

2,893

     Book taxable income

230,594

101,962

407,879

173,845

Indonesian corporate income tax rate (35%) plus U.S. alternative minimum tax rate (2%)

 


37%

   


37%

   


37%

   


37%

 

Corporate income taxes

85,320

37,726

150,915

64,323

PT Freeport Indonesia net income

145,274

64,236

256,964

109,522

Withholding tax on FCX’s equity share

9.064%

9.064%

9.064%

9.064%

Withholding taxes

13,168

5,822

23,291

9,927

Other

(580

)

2,492

916

604

a

FCX consolidated provision for income taxes

$

97,908

$

46,040

$

175,122

$

74,854

FCX consolidated effective tax rate

 

55%

   

69%

   

55%

   

68%

 
               

a.  Includes a $2.4 million tax refund.


CAPITAL RESOURCES AND LIQUIDITY


Net cash provided by operating activities was $2 84.1 million for the first six months of 2003, compared with $152.8 million for the first six months of 2002. Net cash used in investing activities totaled $36.7 million in the first six months of 2003, compared with $57.9 million in the 2002 period. Net cash provided by financing activities totaled $4 85 ..1 million in the first six months of 2003 compared with a use of $93.8 million in the first six months of 2002.


Operating Activities  

Operating cash flow improved $1 31 ..3 million to $2 84 ..1 million in the first six months of 2003 from $152.8 million in the first six months of 2002 primarily because of higher net income.  Working capital changes related to the timing of certain receipts and payments reduced operating cash flow by $44.7 million in the first six months of 2003 and $34.4 million in the first six months of 2002.


Investing Activities  

Capital expenditures for PT Freeport Indonesia and Atlantic Copper totaled $62.2 million for the first six months of 2003 and $81.5 million for the first six months of 2002.  Our capital expenditures for 2003 are expected to total approximately $160 million, including approximately $40 million to complete expansion of the Deep Ore Zone mine to 35,000 metric tons of ore per day and to complete work on the Grasberg overburden handling system.  We expect to fund our 2003 capital expenditures with operating cash flows and available cash.  We sold $23.6 million of our restricted investments in the first quarter of 2003 and $23.7 million in the first quarter of 2002 and used the proceeds to pay scheduled semiannual payments of interest on our 8 ¼% Convertible Senior Notes.  Restricted investments totaling $73.5 million at June 30, 2003, are scheduled to fund interest payments on our 8 ¼% Convertible Senior Notes through July 2004.


In July 2003, FCX acquired the 85.7 percent ownership interest in PT Puncakjaya Power (PJP) owned by affiliates of Duke Energy Corporation for $78 million cash.  PJP is the owner of assets supplying power to PT Freeport Indonesia’s operations, including the 3x65 megawatt coal-fired power facilities, diesel generating capacity and other project assets.  PT Freeport Indonesia purchases power from P JP under infrastructure asset financing arrangements.   At June 30, 2003, PT Freeport Indonesia had infrastructure asset financing obligations to PJP totaling $312.8 million.  As a result of this transaction, our consolidated balance sheet will no longer reflect PT Freeport Indonesia’s obligation to PJP, but instead will reflect the $258.8 million of PJP bank debt at June 30, 2003, a $54.0 million reduction in our consolidated debt.   The transaction is expected to have a net positive effect on consolidated earnings of approximately $1 2 million per year, primarily from reduced interest costs.


Financing Activities

During the first quarter of 2003, we completed two senior note offerings.  On January 29, 2003, we sold $500 million of 10⅛% Senior Notes due 2010.  Interest on the notes is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2003.  We may redeem some or all of the notes at our option at a make-whole redemption price prior to February 1, 2007, and afterwards at stated redemption prices.  The indenture governing the notes contains restrictions on incurring debt, creating liens, entering into sale leaseback transactions, taking actions to limit distributions from certain subsidiaries, selling assets, entering into transactions with affiliates, paying cash dividends on common stock, repurchasing or redeeming common or preferred equity, prepaying subordinated debt and making investments.  Pursuant to the restricted payment covenant, the amount available for dividend and other restricted payments as of June 30, 2003, was approximat ely $170 million.


On February 11, 2003, we sold $575.0 million of 7% Convertible Senior Notes due 2011.  Interest on the notes is payable semiannually on March 1 and September 1 of each year, beginning September 1, 2003.  The notes are convertible, at the option of the holder, at any time on or prior to maturity into shares of FCX common stock at a conversion price of $30.87 per share, which is equal to a conversion rate of approximately 32.39 shares of common stock per $1,000 principal amount of notes.


We used a portion of the $1.046 billion in net proceeds from the two note offerings to repay all of our outstanding amounts under our bank credit facilities. Following the sale of the notes and repayment of the outstanding amounts under the bank credit facilities, FCX and PT Freeport Indonesia had remaining a revolving credit facility with $150 million available under the terms of the bank credit facilities. We subsequently terminated our lending commitments and established an interim credit facility totaling $150 million with JP Morgan.  The interim credit facility represents an amendment to the previous facility and requires us to provide $100 million of cash security, unless we elect to reduce the available $150 million commitment.  The banks waived the restrictive covenants. This facility is expected to remain undrawn and to be replaced with a new facility later in 2003.  At June 30, 2003, FCX and PT Freeport Indonesia had deferred financing costs related to this facility totaling $10.1 million, which may be a djusted upon entering into a new facility.


In February 2003, our Board of Directors authorized the initiation of an annual cash dividend on FCX’s common stock of $0.36 per share ($0.09 payable quarterly).  In April and July 2003, our Board of Directors approved $0.09 per share dividends on our common stock payable May 1, 2003, and August 1, 2003, respectively.


In June 2000, our Board of Directors authorized a 20-million-share increase in our open market share purchase program, bringing the total shares approved for purchase under this program to 80 million. From inception of these programs in July 1995, we have purchased 70.7 million shares for $1.24 billion (an average of $17.53 per share) and approximately 9.3 million shares remain available under the program. We have not purchased any of our shares since the first quarter of 2001 and our bank credit facilities prohibited common stock purchases until we recently amended them.   The timing of future purchases is dependent upon may factors, including the price of our common shares, our business and financial position, and general economic and market conditions.   As noted earlier, FCX’s 10 ⅛% Senior Notes contain limitations on restricted payments, including common stock purchases.


In April 2003, we concluded tender offers to purchase any and all of our outstanding 7.20% Senior Notes due 2026 and our 7.50% Senior Notes due 2006.  Of the $450 million outstanding at March 31, 2003, notes with a face amount of $234.0 million were tendered for $239.0 million cash.  We recorded a charge to other expenses of $6.6 million, $4.8 million to net income, in the second quarter of 2003 associated with these early extinguishments of debt.   In July 2003, we purchased an additional $76.0 million face amount of our 7.20% Senior Notes for $77.2 million, and will record a charge to other expenses of $1.3 million ($0.9 million to net income) in the third quarter of 2003.   We are currently reviewing our options for repaying other outstanding debt, which could result in the recognition of losses and gains in future periods.  Depending on the timing and structure of a new credit facility and repayments of other outstanding debt, certain of our deferred financing costs in addition to scheduled amortization may be charged to 2003 earnings.


Below is a summary (in millions) of our debt and redeemable preferred stock maturities based on loan balances as of June 30, 2003, and the June 30, 2003, London P.M. gold fixing price for one ounce of gold ($346.00) and the London silver fixing price for one ounce of silver ($4.51) in the London bullion market (which determine the preferred stock redemption amounts).  As of July 31, 2003, our cash and cash equivalent balances totaled approximately $ 665 million.





 

2003

 

2004

 

2005

 

2006

 

2007

 

Thereafter

7.20% Senior Notes due 2026 a

$

149.5

 

$

  -

 

$

-    

 

$

-    

 

$

  -

 

$

     -

Infrastructure financings and

    equipment loans

 

21.1

  

47.1

  

57.4

  

61.1

  

38.4

  

179.3

Atlantic Copper facilities and other

 

38.7

  

67.6

  

24.2

  

24.1

  

88.7

  

30.0

7.50% Senior Notes due 2006

 

-

  

-

  

-

  

66.5

  

-

  

-

8¼% Convertible Senior Notesb

 

-

  

-

  

-

  

603.8

  

-

  

-

10⅛% Senior Notes due 2010

 

-

  

-

  

-

  

-

  

-

  

500.0

7% Convertible Senior Notesb

 

-

  

-

  

-

  

-

  

-

  

575.0

        Total debt maturities

 

209.3

  

114.7

  

81.6

  

755.5

  

127.1

  

1,284.3

Redeemable preferred stockc

 

218.3

  

10.7

  

10.7

  

159.7

  

-

  

-

        Total maturities at June 30, 2003

$

427.6

 

$

125.4

 

$

92.3

 

$

915.2

 

$

127.1

 

$

1,284.3


a.

Although due in 2026, the holders of the 7.20% Senior Notes may, and are expected to, elect early repayment in November 2003.  In July 2003, we purchased $76.0 million of these notes.

b.

Conversion price is $14.30 per share for the 8 ¼% Convertible Senior Notes and $30.87 per share for the 7% Convertible Senior Notes.

c.

Represents $10.7 million each year for our Silver-Denominated Preferred Stock, $207.6 million in August 2003 for our Gold-Denominated Preferred Stock, and $149.0 million in February 2006 for our Gold-Denominated Preferred Stock, Series II. In accordance with SFAS No. 150 (see Note 8), FCX’s mandatorily redeemable preferred stock will be classified as debt effective July 1, 2003.  On August 1, 2003, we redeemed the Gold-Denominated Preferred Stock for $210.5 million and a portion of the Silver-Denominated Preferred Stock for $10.8 million.



CAUTIONARY STATEMENT


Our discussion and analysis contains forward-looking statements in which we discuss factors we believe may affect our performance in the future.  Forward-looking statements are all statements other than historical facts, such as those regarding anticipated sales volumes, ore grades, commodity prices, capital expenditures, the earnings impact of acquiring an interest in PJP, debt maturities and other commitments, establishment of a new credit facility, and political, economic and social conditions in our areas of operations.  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 declines in the average grades of ore mined, unanticipated milling and other processing problems, labor relations, 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, 2002.  


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, 2002.  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, 2002.


Item 4.  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 of a date within 90 days prior to the filing of 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.  

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



PART 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.


In May 2003, PT Freeport Indonesia received a U.S. federal grand jury subpoena for the production of documents in connection with an anti-trust investigation of the copper concentrate industry.  PT Freeport Indonesia has not been identified as a target and is cooperating fully with the investigation.


Item 6.

Exhibits and Reports on Form 8-K.

(a)

The exhibits to this report are listed in the Exhibit Index beginning on Page E-1 hereof.

(b)

During the quarter for which this report is filed, the registrant filed six Current Reports on Form 8-K reporting events under Item 5 dated April 3, 2003, April 4, 2003, April 17, 2003, April 24, 2003, May 13, 2003, June 20, 2003 and one Current Report on Form 8-K reporting events under Item 12 dated April 17, 2003.










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:  August 11 , 2003










Freeport-McMoRan Copper & Gold Inc.

EXHIBIT INDEX


Exhibit

Number

  Description

 

2.1

      Agreement, dated as of May 2, 1995 by and between Freeport-McMoRan Inc. (FTX) and FCX and The RTZ Corporation PLC, RTZ Indonesia Limited, and RTZ America, Inc. (the Rio Tinto Agreement).  Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-3 of FCX filed November 5, 2001 (the FCX November 5, 2001 Form S-3).  


2.2

      Amendment dated May 31, 1995 to the Rio Tinto Agreement.  Incorporated by reference to Exhibit 2.2 to the FCX November 5, 2001 Form S-3.  

2.3

      Distribution Agreement dated as of July 5, 1995 between FTX and FCX.  Incorporated by reference to Exhibit 2.3 to the FCX November 5, 2001 Form S-3.  


3.1          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, 2002.

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 By-Laws of FCX dated as of March 12, 1999.  Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 1998 (the 1998 FCX Form 10-K).

4.1

      Deposit Agreement dated as of July 1, 1993 among FCX, Mellon Securities Trust Company,  (Mellon), as Depositary, and holders of depositary receipts (Step-Up Depositary Receipts) evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Step-Up Convertible Preferred Stock.  Incorporated by reference to Exhibit 4.1 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).

4.2

      Form of Step-Up Depositary Receipt. Incorporated by reference to Exhibit 4.2 to the FCX 2002 Second Quarter Form 10-Q.

4.3

      Deposit Agreement dated as of August 12, 1993 among FCX, Mellon, as Depositary, and holders of depositary receipts (Gold-Denominated Depositary Receipts) evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Gold-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.3 to the FCX 2002 Second Quarter Form 10-Q.

4.4

      Form of Gold-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.4 to the FCX 2002 Second Quarter Form 10-Q.

4.5

      Deposit Agreement dated as of January 15, 1994, among FCX, Mellon, as Depositary, and holders of depositary receipts (Gold-Denominated II Depositary Receipts) evidencing certain Depositary Shares, each of which, in turn, represents 0.05 shares of Gold-Denominated Preferred Stock II.  Incorporated by reference to Exhibit 4.5 to the FCX 2002 Second Quarter Form 10-Q.


4.6

      Form of Gold-Denominated II Depositary Receipt. Incorporated by reference to Exhibit 4.6 to the FCX 2002 Second Quarter Form 10-Q.


4.7

      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 represents 0.025 shares of Silver-Denominated Preferred Stock. Incorporated by reference to Exhibit 4.7 to the FCX 2002 Second Quarter Form 10-Q.


4.8

      Form of Silver-Denominated Depositary Receipt. Incorporated by reference to Exhibit 4.8 to the FCX 2002 Second Quarter Form 10-Q.


4.9

      Amended and Restated Credit Agreement dated as of October 19, 2001 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 A rranger, and The Chase Manhattan Bank as A dministrative A gent, S ecurity A gent, JAA S ecurity A gent and D ocumentary A gent.  Incorporated by reference to Exhibit 4.13 to the Quarterly Report on Form 10-Q of FCX for the quarter ended September 30, 2001.

4.10

      Indenture dated as of August 7, 2001 from FCX and FCX Investment Ltd. to The Bank of New York, as trustee.  Incorporated by reference to Exhibit 4.1 to the FCX November 5, 2001 Form S-3.

4.11

      Registration Rights Agreement dated as of August 7, 2001 by and between FCX and FCX Investment Ltd., as issuers, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial purchaser. Incorporated by reference to Exhibit 4.2 to the FCX November 5, 2001 Form S-3.

4.12

      Collateral Pledge and Security Agreement dated as of August 7, 2001 by and among FCX Investment Ltd., as pledgor, The Bank of New York, as trustee, and The Bank of New York, as collateral agent. Incorporated by reference to Exhibit 4.3 to the FCX November 5, 2001 Form S-3.

4.13

      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 FCX November 5, 2001 Form S-3.

4.14

      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 Debt Securities.  Incorporated by reference to Exhibit 4.5 to the FCX November 5, 2001 Form S-3.


4.15

      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 FCX 2000 First Quarter Form 10-Q.

4.16

      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.

4.17

      Amendment to Amended and Restated Credit Agreement dated as of December 17, 2002.  Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of FCX dated January 16, 2003.

4.18

      Amendment to Amended and Restated Credit Agreement dated as of March 21, 2003.

4.19

      Indenture dated as of January 29, 2003 from FCX to The Bank of New York, as Trustee, with respect to the 10 % 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.

4.20

      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 the Current Report on Form 8-K of FCX dated February 11, 2003.

4.21

      Registration Rights Agreement dated as of February 11, 2003, by and between FCX and Merrill Lynch, Pierce, Fenner & Smith Incorporated.  Incorporated by reference to Exhibit 4.20 to the Annual Report of FCX on Form 10-K for the year ended December 31, 2002.


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

       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.  


10.4

      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.  


10.5

       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.


10.6

      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

      Amended and Restated Power Sales Agreement dated as of December 18, 1997 between PT Freeport Indonesia   and P.T. Puncakjaya Power. Incorporated by   reference to Exhibit 10.9 to the FCX 1997 Form 10-K.


10.8       Option, Mandatory Purchase and Right of First Refusal Agreement dated as of December 19, 1997 among PT     Freeport Indonesia, P.T. Puncakjaya Power, Duke   Irian Jaya, Inc., Westcoast Power, Inc. and P.T. Prasarana  Nusantara Jaya. Incorporated by reference to Exhibit 10.10 to the FCX 1997 Form 10-K.

 
 

         Executive Compensation Plans and Arrangements (Exhibits 10.9 through 10.3 5 )


10.9         Annual Incentive Plan of FCX as amended effective February 2, 1999.  Incorporated by reference to Exhibit 10.11 to the 1998 FCX Form 10-K.
 

10.10        FCX Performance Incentive Awards Program as amended effective February 2, 1999. Incorporated by reference to Exhibit 10.13 to the 1998 FCX Form 10-K.

10.11        FCX President’s Award Program.  Incorporated by reference to Exhibit 10.7 to the FCX November 5, 2001 Form S-3.

 

10.12        FCX Adjusted Stock Award Plan, as amended.  Incorporated by reference to Exhibit 10.15 to the 1997 FCX Form K.

 

10.13        FCX 1995 Stock Option Plan.  Incorporated by reference to Exhibit 10.8 to the FCX November 5, 2001 Form S-3.

 

10.14        FCX 1995 Stock Option Plan for Non-Employee Directors, as amended.  Incorporated by reference to Exhibit 10.1 the FCX 1997 Form 10-K.

 

10.15        FCX 1999 Stock Incentive Plan.  Incorporated by reference to Exhibit 10.18 to the Quarterly Report on Form 10-Q of FCX for the quarter ended June 30, 1999.

 

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).

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

Amended Financial Counseling and Tax Return Preparation and Certification Program of FCX.  Incorporated by reference to Exhibit 10.18 to the FCX 2003 First Quarter Form 10-Q.

10.19

FM Services Company Performance Incentive Awards Program as amended effective February 2, 1999.  Incorporated by reference to Exhibit 10.19 to the 1998 FCX Form 10-K.

10.20

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 .

10.21

Consulting Agreement dated as of December 22, 1988 between FTX and Kissinger Associates, Inc. (Kissinger Associates). Incorporated by reference to Exhibit 10.21 to the FCX 1997 Form 10-K.

10.22

Letter Agreement dated May 1, 1989 between FTX and Kent Associates, Inc. (Kent Associates, predecessor in interest to Kissinger Associates). Incorporated by reference to Exhibit 10.22 to the FCX 1997 Form 10-K.

10.23

Letter Agreement dated January 27, 1997 among Kissinger Associates, Kent Associates, FTX, FCX and FMS.  Incorporated by reference to Exhibit 10.26 to the FCX 2001 Form 10-K.  

10.24

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.

10.25

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.

10.26

Supplemental Agreement between FMS and B. M. Rankin, Jr. dated February 2, 2001.  Incorporated by reference to Exhibit 10.29 to the Annual Report on Form 10-K of FCX for the fiscal year ended December 31, 2000 (the FCX 2000 Form 10-K).

10.27

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.  

10.28

Supplemental Letter Agreement dated July 14, 2003 between J. Bennett Johnston, Jr. and FMS.  

10.29

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.

10.30

Supplemental Letter Agreement dated July 14, 2003 between FMS and Gabrielle K. McDonald.

10.31

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.

10.32

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.


10.33

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.


10.34

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.


10.35

FCX 2003 Stock Incentive Plan, as amended.


15.1   

        Letter dated July 17, 2003 from Ernst & Young LLP regarding unaudited interim financial statements.


31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d – 14(a).


31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d – 14(a).


32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.


32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.