Filed by Freeport-McMoRan Copper & Gold Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 of
the Securities Exchange Act of 1934

Subject Company: Phelps Dodge Corporation
Commission File No.: 001-00082

Cautionary Statement Regarding Forward-Looking Statements

This document contains certain forward-looking statements about FCX and Phelps Dodge. When used in this document, the words “anticipates”, “may”, “can”, “believes”, “expects”, “projects”, “intends”, “likely”, “will”, “to be” and any similar expressions and any other statements that are not historical facts, in each case as they relate to FCX or Phelps Dodge, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any of those statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of FCX and Phelps Dodge, including macroeconomic conditions and general industry conditions such as the competitive environment of the mining industry, unanticipated mining, milling and other processing problems, accidents that lead to personal injury or property damage, persistent commodity price reductions, changes in political, social or economic circumstances in areas where FCX and Phelps Dodge operate, variances in ore grades, labor relations, adverse weather conditions, the speculative nature of mineral exploration, fluctuations in interest rates and other adverse financial market conditions, regulatory and litigation matters and risks, changes in tax and other laws, the risk that a condition to closing of the transaction may not be satisfied, the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated and other risks to consummation of the transaction. The actual results or performance by FCX or Phelps Dodge, and issues relating to the transaction, could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of FCX or Phelps Dodge, the combined company or the transaction. Except as required by law, we are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

Important Information for Investors and Stockholders

FCX and Phelps Dodge filed a definitive joint proxy statement/prospectus with the SEC in connection with the proposed merger. FCX and Phelps Dodge urge investors and stockholders to read the definitive joint proxy statement/prospectus and any other relevant documents filed by either party with the SEC because they contain important information.

Investors and stockholders are able to obtain the definitive joint proxy statement/prospectus and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by FCX are available free of charge on the investor relations portion of the FCX website at http://www.fcx.com. Documents filed with the SEC by Phelps Dodge are available free of charge on the investor relations portion of the Phelps Dodge website at www.phelpsdodge.com.

FCX, and certain of its directors and executive officers are participants in the solicitation of proxies from the stockholders of FCX in connection with the merger. Information concerning the interests of FCX’s directors and

executive officers in FCX is set forth in the definitive joint proxy statement/prospectus filed with the SEC. Phelps Dodge, and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the merger. Information concerning the interests of Phelps Dodge’s directors and executive officers in Phelps Dodge is set forth in the definitive joint proxy statement/prospectus filed with the SEC.

Other information regarding the direct and indirect interests, by security holdings or otherwise, of the participants are described in the definitive joint proxy statement/prospectus relating to the merger. Investors and stockholders can obtain more detailed information regarding the direct and indirect interests of FCX’s and Phelps Dodge’s directors and executive officers in the merger by reading the definitive joint proxy statement/prospectus.

2

FCX's Acquisition of Phelps Dodge Lender Presentation February 27, 2007 1

Cautionary Statement Regarding Forward-Looking Statements This document contains certain forward-looking statements about FCX and Phelps Dodge. When used in this document, the words "anticipates", "may", "can", "believes", "expects", "projects", "intends", "likely", "will", "to be" and any similar expressions and any other statements that are not historical facts, in each case as they relate to FCX or Phelps Dodge, the management of either such company or the transaction are intended to identify those assertions as forward-looking statements. In making any of those statements, the person making them believes that its expectations are based on reasonable assumptions. However, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected or anticipated. These forward-looking statements are subject to numerous risks and uncertainties. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the control of FCX and Phelps Dodge, including macroeconomic conditions and general industry conditions such as the competitive environment of the mining industry, unanticipated mining, milling and other processing problems, accidents that lead to personal injury or property damage, persistent commodity price reductions, changes in political, social or economic circumstances in areas where FCX and Phelps Dodge operate, variances in ore grades, labor relations, adverse weather conditions, the speculative nature of mineral exploration, fluctuations in interest rates and other adverse financial market conditions, regulatory and litigation matters and risks, changes in tax and other laws, the risk that a condition to closing of the transaction may not be satisfied, the risk that a regulatory approval that may be required for the transaction is not obtained or is obtained subject to conditions that are not anticipated and other risks to consummation of the transaction. The actual results or performance by FCX or Phelps Dodge, and issues relating to the transaction, could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of FCX or Phelps Dodge, the combined company or the transaction. Except as required by law, we are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise. www.fcx.com 2

Important Information for Investors and Stockholders FCX and Phelps Dodge filed a joint proxy statement/prospectus with the Securities and Exchange Commission (SEC) in connection with the proposed merger. FCX and Phelps Dodge urge investors and stockholders to read the definitive joint proxy statement/prospectus and any other relevant documents filed by either party with the SEC because they contain important information. Investors and stockholders may obtain the joint proxy statement/prospectus and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by FCX will be available free of charge on the investor relations portion of the FCX website at www.fcx.com. Documents filed with the SEC by Phelps Dodge will be available free of charge on the investor relations portion of the Phelps Dodge website at www.phelpsdodge.com. FCX and certain of its directors and executive officers are participants in the solicitation of proxies from the stockholders of FCX in connection with the merger. Information concerning the interests of FCX's directors and executive officers in FCX is set forth in the joint proxy statement/prospectus filed with the SEC. Phelps Dodge and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the merger. Information concerning the interests of Phelps Dodge's directors and executive officers in Phelps Dodge is set forth in the joint proxy statement/prospectus filed with the SEC. Other information regarding the direct and indirect interests, by security holdings or otherwise, of the participants is described in the definitive joint proxy statement/prospectus relating to the merger. Investors and stockholders can obtain more detailed information regarding the direct and indirect interests of FCX's and Phelps Dodge's directors and executive officers in the merger by reading the definitive joint proxy statement/prospectus. 3

Transaction Overview 4

Transaction Overview >> Announced Transaction on November 19, 2006 >> Positive Market Response o Size, Scale, Diversity >> Transaction Subject to Regulatory and FCX/PD Shareholder Approval o Material Regulatory Approval Received >> Shareholder Votes Set for March 14, 2007 >> Transaction Expected to Close on March 19, 2007 5

Transaction Highlights >> Creates World's Premier Publicly Traded Copper Company >> Leading North American-based Metals and Mining Investment >> World Class, Long-lived, Geographically Diverse Operations >> Significant Exploration Potential and Management Track Record of Adding Value Through Exploration >> Strong Cash Flows and Pro Forma Financial Strength >> Operating and Development Expertise >> Attractive Project Pipeline Supports Growing Production Profile 6

Sources/Uses Expected at Closing (US$ billions) Sources Uses - ------- ---- Existing Cash $2.5 Cash Consideration $18.0 Term A Proceeds 2.5 Fees & Expenses 0.5 Term B Proceeds 7.5 ----- Senior Notes Proceeds 6.0 Total Uses $18.5 ----- Total Sources $18.5 Pro Forma Cash & Credit Availability Cash in U.S. $1.0 Cash in Foreign Subs 2.3 Less L/C's, Cash Collateral (0.3) ---- Total Cash $3.0 Revolver 1.5 ---- Total Availability $4.5 7

Business Overview 8

World's Leading Public Copper Company Top 10 Copper Producers (2006E) Pro forma FCX is poised to take advantage of favorable industry fundamentals ____________________ Source: Brook Hunt 4Q Report. Rankings based on net equity ownership. (1) Xstrata shown pro forma the acquisition of Falconbridge 9

Premier North American Mining Company Enterprise Value (US$ billions) - --------- Source: Public filings, prices as of February 23, 2007 Pro forma FCX based on closing share price of $59.91, pro forma 358 million diluted shares outstanding, net debt and minority interest as of December 31, 2006 and debt incurred through the transaction 10

Combination of FCX and Phelps Dodge 2006 Revenue (US$ billions) 2006 EBITDA (US$ billions) 2006 Consolidated Copper Sales (billion lbs) Enterprise Value (US$ billions) (1) - --------- (1) As of February 23, 2007 (2) Includes approximately 540 mm lbs for minority interests; excludes purchased copper 11

Enhanced Diversification 2006 Mining Revenue by Commodity 2006 Mining Revenue by Geography Pro forma for the transaction, approximately 60% of production will come from investment grade countries 12

Strong Management Track Record >> Leader in Safety and Environmental Excellence >> World Class Open Pit and Underground Mining Expertise >> Global Leader in Mining and Processing Technologies >> Established Exploration and Development Expertise >> Proven Project Management Expertise 13

The Right Time 14

*LME and Comex, excluding Shanghai stocks, producer, consumer and merchant stocks. Industry Analysts Copper Price Forecasts 2007 2008 ---- ---- Reuters Survey (1) $2.81 $2.35 CRU $2.48 $1.64 Brook Hunt $2.50 $1.95 Bloomsbury $2.53 $2.55 "Street" $2.75 $2.30 Forward Curve $2.59 $2.68 (1) 45 Commodity Strategists as of January 15, 2007 (2) Excludes actuals for January and February 2007 which averaged $2.59/lb and $2.58/lb, respectively 15

Positive Long-Term Fundamentals >> The Combination of Strong Fundamentals Has Created Extremely Attractive Market Conditions for the Copper Industry >> Supply is Unlikely to Increase Meaningfully |X| Absence of Mega-development Projects in the Pipeline |X| Potential for Further Supply Disruptions >> China Continues to Lead Strong Demand Growth >> 60% of Today's Mines Deplete or Go Underground by 2021 >> New Mines Taking Longer to Build Supply/Demand Forecast* 2007 2008 ---------------------- --------------------------- Brook Hunt CRU Brook Hunt CRU Supply 18.7 18.3 19.6 19.4 Demand 18.2 18.2 18.9 18.9 - ------ ---- ---- ---- ---- Market Balance 0.5 0.1 0.7 0.5 China Demand Growth 8.0% 9.0% 7.0% 8.5% 16

World Class Discoveries Are Extremely Rare Recoverable Copper Reserves 2006E Copper Production Phelps Dodge's Tenke Fungurume is believed to be largest undeveloped, high-grade copper/cobalt project in the world today 17

The Right Assets Morenci, North America Cerro Verde, Peru Sierrita, North America 18

Geographically Diverse, Long-Lived Asset Base Net Consolidated interest Reserves 12/31/06 Copper (billion lbs) 93.6 77.2 Molybdenum (billion lbs) 2.0 1.8 Gold (million ozs) 42.4 38.3 Average Production Volumes (2007-2009) Copper (billion lbs) 4.4 3.6 Molybdenum (million lbs) 77 74 Gold (million ozs) 1.9 1.7 Implied Reserve Life (years) Copper 21 21 Molybdenum 25 25 Gold 22 22 Mineralized Material(1) Ore (million metric tons) 9,972 9,341 average % copper 0.38 0.37 average g/t gold 0.06 0.06 (1) Geologic resources (i.e. Mineralized Material) are not included in reserves. The geologic resources will not qualify as reserves until comprehensive engineering studies establish their economic feasibility. Accordingly, no assurance can be given that the estimated resources and mineralization will become proven and probable reserves. 19

North America 10 Mines in North America Morenci (85%) Reserves ------------- Cu 24.8 billion lbs Major Projects Mo 1.7 billion lbs >> Mill Restart and Concentrate Leach Project >> $210 Million Aggregate Capital Cost Production >> In Operation Mid-2007 Cu 1.6 billion lbs >> Adds 115MM lbs Cu/year Aggregate and Enhances Cost Profile Mo 69 million lbs Safford (100%) Mine Life 16 Years >> SX/EW Project >> $550 Million Capital Cost >> Production in 1H 2008 >> 240MM lbs Cu/year >> Substantial District Potential (Lone Star) (1) Reserves and annual production net to pro forma FCX. Reserves as of December 31, 2006. Mine life based on implied reserve life as of 12/31/06 reserves and 2007-2009 average production. Cu operations: Morenci (85%), Sierrita (100%), Bagdad (100%), Chino/Cobre (100%), Tyrone (100%), and Miami (100%) Cu development: Safford (100%) Primary Mo: Henderson (100%) and Climax (100%) with feasibility study expected on Climax in 2007 20

South America Peru Cerro Verde (53.6%) (1) Major Projects Reserves Cu 8.3 billion lbs >> Major Project With Conventional Concentrator Mo 0.1 billion lbs >> Aggregate $850MM Project Completed in 4Q06 >> Ramp-up to Full Production in 1H07 Cu Production 380 million lbs >> Adds 430MM lbs Cu/year Aggregate Mine Life 37 years Chile El Abra (51%) (1) >> Large Sulfide Mineral Deposit Underlying Current Oxide Pit Cu Reserves 2.9 billion lbs >> Extends Mine Life Through 2021 With Sulfide Cu Production Beginning in 2010 Production 190 million lbs >> Adds 325MM lbs Cu/year Aggregate Mine Life 19 years Candelaria/ Ojos del Salado (80%) (1) Cu Reserves 3.5 billion lbs Production 340 million lbs Mine Life 15 years (1) Reflects net interest in properties; production figures are average annual estimates for 2007 - 2009 21

Indonesia - Grasberg Grasberg (90.64%) (1) Development Projects Reserves >> DOZ Expansions (50K t/d & 80K t/d) Cu 35.2 billion lbs >> Big Gossan Development Au 37.2 million ozs >> Common Infrastructure Project Ag 116 million ozs >> Development of Grasberg Underground & Balance of Mineral District Reserves >> Significant Exploration Potential Production Cu 1.1 billion lbs Au 1.6 million ozs Ag 3.1 million ozs Mine Life 34 years (1) Reflects net interest in properties; production figures are average annual estimates for 2007 - 2009 22

Africa - Democratic Republic of Congo Tenke Fungurume (1) (57.75%) Development Projects Reserves Cu 2.6 billion lbs >> Feasibility Study Approved 4Q06 Co 0.3 billion lbs >> Oxide Leach Operation >> $650MM Capital Cost >> Aggregate Production of 250MM lbs Cu/year; 18 MM lbs Co/Year in First 10 Years >> Potential Expansions (1) Reflects net interest in properties 23

Significant Exploration Potential Papua, Indonesia >> Rights to 2.2 Million Acres >> Highly Prospective Exploration Areas Provide Opportunities to Continue to Add to our Long-lived Reserves Tenke Fungurume, Democratic Republic of Congo >> Believed to be Largest Undeveloped, High Grade Copper/Cobalt Project in the World Today >> Less Than Half of 600-square-mile Concession Explored; Cumulative Strike Length Greater Than 80 Kilometers >> Start-up: Late 2008 to Early 2009 >> ~$650 Million Aggregate Capital and Related Project Expenditures 24

Proven Technical Expertise Pro forma FCX will be a world leader >> Open pit mining >> SX/EW production technology >> Block cave underground mining >> Copper concentrate leaching (1) Smelting and refining production capacity shown on a 100% basis (2) FCX's share approximates 62,000 metric tons per year (3) Miami Refinery permanently shut down 25

The Right Company 26

Pro Forma FCX -- Growing Sales Profile Copper Sales (billion lbs) Gold Sales (million ozs) Note: Consolidated copper sales include Note: Consolidated gold sales include approximately 540 mm lbs in 2006, 700 mm approximately 185 k oz in 2006, lbs in 2007, 740 mm lbs in 2008 and 195 k oz in 2007, 170 k oz in 2008 810 mm lbs in 2009 for minority and 220 k oz in 2009 for minority interest interest; excludes purchased copper 27

EBITDA and Cash Flow at Various Copper Prices Average Annual EBITDA 2007-2009 ($500 Gold & $15 Molybdenum) Average Annual Operating Cash Flow 2007-2009 ($500 Gold & $15 Molybdenum) Note: Each $50/oz change in gold approximates $90 million to EBITDA and $50 million to operating cash flow; each $2.00/lb of molybdenum equates to $100 million to EBITDA and $80 million to operating cash flow EBITDA equals operating income plus depreciation, depletion, and amortization; Operating cash flow shown after merger adjustments 28

Sensitivity to Commodity Prices Annual Financial Impact ----------------------- Change EBITDA Operating Cash Flow (in millions) Copper: -/+ $0.20/lb $800 $500 Molybdenum: -/+ $2.00/lb $100 $80 Gold: -/+ $50/ounce $90 $50 Note: Annual financial impact based on estimated average annual production for 2007-2009 29

Pro Forma Capital Expenditures 30

Capitalization Table (US$ billions) December 31, 2006 Pro Forma Capitalization Amount % Cash, Cash Equivalents and Restricted Investments $3.4 -- New Revolver(1) $0.0 0.0% New Sr. Secured Term Loan A 2.5 9.0% New Sr. Secured Term Loan B 7.5 27.0% New Sr. Unsecured Notes 6.0 21.6% Existing Debt 1.6 5.8% Total Debt(2) $17.6 63.3% Total Stockholders' Equity $10.2 36.7% Total Book Capitalization $27.8 100.0% Credit Statistics Debt / EBITDA(3) 2.3x EBITDA(3) / Interest(4) 5.6x Debt / Capitalization 63.3% - --------- (1) New Revolver consists of $1.0 billion Revolving Credit Facility available to Freeport and $0.5 billion Amended and Restated Revolving Credit Facility available to Freeport and PT-FI (2) Pro forma total debt as of December 31, 2006 is based on book values. Total debt as calculated in the pro forma financial statements is based on Phelps Dodge's fair market value of debt (3) Based on year end December 31, 2006 pro forma EBITDA of $7.8 billion (4) Based on year end December 31, 2006 pro forma net interest of $1.4 billion 31

Significant Debt Reduction Year-End Net Debt at Varying Copper Prices - --------- Note: Sensivity assumes $15 Molybdenum and $500 Gold; EBITDA equals operating income plus depreciation, depletion, and amortization 32

Financial Policy o FCX is Committed to Maintaining a Strong Financial Position o Debt Reduction Top Priority o Continuation of Positive Copper Markets is Expected to Provide Substantial Cash Flows That Will Enable the Combined Company to Achieve Significant Near-term Debt Reduction o Subject to Market Conditions, Considering Equity Offering Shortly Following Completion of Transaction o Consideration of Asset Sales o FCX Anticipates Continuing Regular Annual Common Dividend of $1.25 per Share 33

Syndication Summary 34

Transaction Timetable Financing - ------------------------------------------------------------------------------- Date Event - ------------------------------------------------------------------------------- February 20, 2007 Materials posted to IntraLinks February 27, 2007 Lender Meeting March 8, 2007 Credit Agreement posted to IntraLinks March 9, 2007 Commitments due March 13, 2007 Lender comments due to Credit Agreement March 19, 2007 Closing - ------------------------------------------------------------------------------- 35

Summary of Proposed Terms for Senior Secured Credit Facilities Borrower Freeport-McMoRan Copper & Gold Inc. ("FCX" or the "Company") - -------------------------------------------------------------------------------------- Facilities Overview Facilities Amount Maturity Undrawn Drawn (LIBOR +) ---------------------------------------------------------------- Revolving Credit Facility1,2 $1,500 mm 5 years 37.5 bps 150 bps Term Loan A1 $2,500 mm 5 years NA 150 bps Term Loan B $7,500 mm 7 years NA 175 bps ---------------------------------------------------------------- 1 Subject to a ratings based grid 2 Comprised of new $1.0 billion revolving credit facility available to Freeport and Amended and Restated $500.0 million Revolving Credit Facility available to Freeport and PT-FI - -------------------------------------------------------------------------------------- Amortization 10% per annum on Term Loan A with remainder as a bullet at maturity 1% per annum on Term Loan B with remainder as a bullet at maturity - -------------------------------------------------------------------------------------- Collateral/Guarantees The Credit Facilities will be guaranteed by domestic subsidiaries subject to certain exceptions for subsidiaries with restrictions in their organizational documents. FCX and each Guarantor will pledge the stock of their subsidiaries subject to certain exceptions including international subsidiaries and restrictions in organizational documents - -------------------------------------------------------------------------------------- Financial Covenants: Senior Secured Debt/EBITDA and Total Debt/EBITDA. Except at the time of any incurrence of indebtedness, compliance with the financial covenants will not be required so long as the Revolving Credit Facility is undrawn 36

FCX's Acquisition of Phelps Dodge - ------------------------------------------------------------------------------- Lender Presentation February 27, 2007 37