8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 26, 2006
(Date of Report/Date of earliest event reported)

PHELPS DODGE CORPORATION

(Exact name of registrant as specified in its charter)

NEW YORK
(State or other jurisdiction
of incorporation) 001-00082
(Commission File Number) 13-1808503
(IRS Employer
Identification No.)

One North Central Avenue
Phoenix, Arizona 85004-4414
(Address and zip code of principal executive offices)

(602) 366-8100
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: INVESTOR PRESENTATION

EX-99.2: SUPPLEMENTAL MATERIALS FOR INVESTOR PRESENTATION

EX-99.3: PRESS RELEASE OF PHELPS DODGE CORPORATION DATED JUNE 26, 2006

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

(a) Combination Agreement

     Phelps Dodge Corporation (“Phelps Dodge”) entered into a Combination Agreement dated as of June 25, 2006 (the “Combination Agreement”), with Inco Limited, a Canadian corporation (“Inco”), providing for the combination of Phelps Dodge with both Inco and Falconbridge Limited, an Ontario corporation (“Falconbridge”), or the combination of Phelps Dodge with Inco only (both proposed combinations, together, the “Combination”). Phelps Dodge has agreed to combine with both Inco and Falconbridge if Inco has acquired all of the outstanding shares of Falconbridge’s common stock prior to the consummation of Phelps Dodge’s combination with Inco on the terms set forth in the Combination Agreement (the “Falconbridge Acquisition”). If Inco has not completed the Falconbridge Acquisition prior to the consummation of the combination of Phelps Dodge with Inco, Phelps Dodge has agreed to combine with Inco only as long as the support agreement between Inco and Falconbridge relating to Inco’s offer to acquire Falconbridge (the “Support Agreement”), has been terminated in accordance with its terms.

     Under the Combination Agreement: a newly-formed, wholly-owned Canadian subsidiary of Phelps Dodge (“Amalgamation Subsidiary”) will acquire all outstanding shares of Inco common stock; Amalgamation Subsidiary and Inco will amalgamate; and each outstanding share of Inco common stock (other than shares with respect to which dissent rights have been exercised, shares owned by Phelps Dodge or its subsidiaries and restricted shares of Inco common stock) will be exchanged by the holder for 0.672 Phelps Dodge common shares (the “Exchange Ratio”) and Cdn.$17.50 in cash (the “Cash Amount”). Each outstanding restricted share of Inco common stock awarded under Inco’s 2001 Key Executive Inventive Plan and 2005 Key Executive Inventive Plan will be converted into a number of restricted Phelps Dodge common shares equal to (i) the number of such Inco restricted shares multiplied by (ii)(a) the Exchange Ratio plus (b) the quotient of the Cash Amount divided by the New York Stock Exchange closing price of Phelps Dodge’s common stock on the trading day immediately prior to the closing date of the Combination expressed in Canadian dollars (such sum, the “Stock Award Exchange Ratio”). Each outstanding option to acquire Inco common stock, whether or not vested, shall be cancelled in exchanged for a fully vested option to acquire a number of Phelps Dodge common shares equal to the number of shares of Inco common stock subject to such Inco stock option multiplied by the Stock Award Exchange Ratio. The exercise price per Phelps Dodge common share subject to any such converted stock option will be an amount equal to the quotient of the exercise price per Inco common share subject to such Inco stock option divided by the Stock Award Exchange Ratio, subject to certain adjustments as set forth in the Combination Agreement.

     Phelps Dodge and Inco have made customary representations, warranties and covenants in the Combination Agreement, including, among other things, covenants (i) to conduct their respective businesses in the ordinary and usual course during the interim

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period between the execution of the Combination Agreement and the consummation of the Combination, (ii) not to engage in certain types of transactions during such period, (iii) in the case of Inco, use its reasonable best efforts to convene and hold a meeting of its shareholders to consider and vote upon the approval of the Combination, recommend that Inco shareholders vote in favor of the Combination and not withdraw, modify or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to Phelps Dodge such recommendation and (iv) in the case of Phelps Dodge, to use its reasonable best efforts to convene and hold a meeting of its shareholders to consider and vote upon Phelps Dodge Shareholder Matters (defined below), recommend that Phelps Dodge shareholders vote in favor of the Phelps Dodge Shareholder Matters and not withdraw, modify or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to Inco such recommendation, in each case, subject to certain exceptions set forth in the Combination Agreement. In addition, Inco has made certain additional customary covenants, including, among others, covenants not to (i) solicit, encourage or facilitate inquiries or proposals relating to alternative business combination transactions, (ii) engage in discussions or negotiations regarding, or provide any non-public information or data in connection with alternative business combination transactions, (iii) approve or recommend, or remain neutral with respect to, or propose publicly to approve or recommend, or remain neutral with respect to, alternative business combination transactions or (iv) accept or enter into, or publicly propose to accept or enter into, any agreement, arrangement or undertaking related to any alternative business combination, in each case, subject to certain exceptions set forth in the Combination Agreement.

     Consummation of the Combination is subject to certain conditions, including (i) approval by Phelps Dodge’s shareholders of an amendment to its restated certificate of incorporation to increase Phelps Dodge’s authorized common stock, change the name of Phelps Dodge to Phelps Dodge Inco Corporation and increase the size of the Phelps Dodge board of directors from 12 to 15, (ii) approval by Phelps Dodge’s shareholders of the issuance of Phelps Dodge shares to Inco shareholders in connection with the Combination (the matters described in clauses (i) and (ii) together, the “Phelps Dodge Shareholder Matters”), (iii) approval of the Combination by Inco shareholders, (iv) expiration or termination of the waiting period under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 and the European Commission anti-trust Council Regulation (EC) 139/2004 of 20 January 2004, (v) receipt of the requisite approval from the Superior Court of Justice (Ontario), (vi) approval under the Investment Canada Act and the Competition Act Canada, (vii) either Inco has completed the Falconbridge Acquisition prior to the consummation of the Combination or the Support Agreement has been cancelled prior to the consummation of the Combination and (viii) the amendment of Phelps Dodge’s restated certificate of incorporation as required by the approval of the Phelps Dodge Shareholder Matters. In addition, Phelps Dodge will not be obligated to consummate the Combination if more than 10% (or, in certain circumstances, 15%) of all issued and outstanding shares of Inco common stock have exercised their dissent rights. Each party’s obligation to consummate the

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Combination is subject to certain other conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects of the other party of its obligations and (iii) the absence of material adverse changes in the other party. The Combination Agreement contains certain termination rights for both Phelps Dodge and Inco, and further provides that, upon termination of the Combination Agreement under specified circumstances, (i) either party may be obligated to pay the other party’s actual expenses up to $125 million, (ii) Inco may be required to pay to Phelps Dodge a termination fee of (a) $425 million if termination occurs prior to the acquisition by Inco of at least two-thirds of Falconbridge’s common shares and (b) $925 million if termination occurs after such acquisition and (iii) Phelps Dodge may be required to pay to Inco a termination fee of $500 million.

(b) Note Purchase Agreement

     In connection with its entry into the Combination Agreement, Phelps Dodge has also entered into a note purchase agreement, dated June 25, 2006 (the “Note Purchase Agreement”), with Inco pursuant to which Phelps Dodge has agreed, subject to certain conditions, to purchase up to $3 billion principal amount of Inco’s 8.0% convertible subordinated notes due April 1, 2012 (the “Notes”). Inco may use the proceeds from the sale of the Notes only to purchase Falconbridge common shares and satisfy payments in respect of dissent rights in connection with the Falconbridge Acquisition; provided, that, Inco may not require Phelps Dodge to purchase Notes to fund (i) the purchase of Falconbridge common shares unless Inco has fully drawn on its credit facilities in place on June 25, 2006 or which are contemplated by financing commitments in place on such date (collectively, the “Financing Facilities”), and such funds, together with Inco’s reasonably available cash resources, are not sufficient to pay the cash portion of the purchase price of those Falconbridge common shares and/or (ii) the satisfaction of dissent rights resulting from the Falconbridge Acquisition unless (a) an amount equal to the number of dissenting shares multiplied by Cdn.$80.13 exceeds (b) the sum of Inco’s reasonably available cash resources and any undrawn amounts under the Financing Facilities. So long as the Combination Agreement remains in effect, Phelps Dodge’s obligation to purchase Notes shall be subject only to receipt of customary certificates and opinions from Inco and to (i) approval by the Toronto Stock Exchange of the issuance and sale of the Notes, the issuance of the Inco common shares issuable upon conversion of the Notes and the listing of such common shares on the Toronto Stock Exchange and (ii) application being made for the listing of such common shares on the New York Stock Exchange. Phelps Dodge’s commitment to purchase Notes may be terminated: (i) at any time by the mutual written consent of Phelps Dodge and Inco, (ii) if there has been a material breach of (a) any representation or warranty of Inco contained in the Note Purchase Agreement or (b) any of the covenants or agreements contained in the Note Purchase Agreement on the part of Inco, which breach is not curable or, if curable, is not cured within 10 business days after written notice of such breach is given by Phelps Dodge to Inco, (iii) in the case of a change of control of Inco, or (iv) at any time after March 31, 2007. The Note Purchase Agreement can be terminated prior to the initial issuance of Notes if any law is passed that makes the consummation of the transaction contemplated by the Note Purchase Agreement or the Support Agreement illegal or otherwise prohibited, or if a governmental entity in the United States or Canada shall have issued an order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the transaction contemplated by the Note Purchase Agreement or the Support Agreement, which order or other action is final and non-appealable. The Notes are convertible, in whole or in part and from time to time, into Inco

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common shares at a conversion rate equal to 95% of the average closing price of Inco’s common shares on the New York Stock Exchange over the five trading days preceding the date of conversion, but the Notes may not be converted (i) prior to the six month anniversary of the issuance of the Notes or (ii) if the holder of the Notes and its affiliates would own, together with any persons acting jointly or in concert with the holder and its affiliates, after such conversion, an aggregate of more than 20% of Inco’s outstanding common shares. Inco may deliver cash in lieu of part or all of amount due upon conversion of the Notes at stated principal amount plus accrued interest. Phelps Dodge is entitled to customary U.S. registration rights in respect of the Inco common stock issuable upon conversion of the Notes. Upon conversion of any Note, Phelps Dodge may either hold the resulting Inco common shares, in which case it may not vote those shares except pro rata with other voting shareholders, or it may sell the common shares. Such sales may either be in (i) broad, underwritten distributions, or (ii) block sales each representing 5% or less of Inco’s outstanding common stock, provided that Phelps Dodge will use commercially reasonable efforts in the context of the block trade market to try to avoid such trade being made to mining industry participants having an equity market capitalization of $10 billion or more. The Notes are redeemable by Inco at its option for cash, in whole or in part at any time (including following notice by the noteholder of its intent to convert) at stated principal amount plus accrued interest and mandatorily redeemable by Inco for cash at stated principal amount plus accrued interest upon a change of control of Inco (other than a change of control resulting in Phelps Dodge controlling Inco).

(c) Cooperation Agreement

     In connection with its entry into the Combination Agreement, Phelps Dodge has also entered into an agreement, dated June 25, 2006 (the “Cooperation Agreement”), with Falconbridge pursuant to which Falconbridge has agreed to take certain actions and refrain from taking certain actions in order to facilitate the Combination. Phelps Dodge and Falconbridge have made customary representations, warranties and covenants in the Cooperation Agreement, and the Cooperation Agreement shall terminate upon any termination of the Support Agreement by either Inco or Falconbridge.

ITEM 7.01 REGULATION FD DISCLOSURE

     Phelps Dodge is filing as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K materials being used in connection with presentations to and conversations with investors beginning the date hereof. Phelps Dodge is also filing as Exhibit 99.3 to this Current Report on Form 8-K a joint press release issued by Phelps Dodge on June 26, 2006, announcing the execution of the Combination Agreement. Such materials may be deemed to be soliciting materials in connection with the meeting of Phelps Dodge’s shareholders to be held in connection with the Combination.

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In connection with the proposed combination, Phelps Dodge intends to file a preliminary proxy statement on Schedule 14A with the SEC. Investors are urged to read the proxy statement (including all amendments and supplements to it) when it is filed because it contains important information. Investors may obtain free copies of the proxy statement, as well as other filings containing information about :Phelps Dodge, Inco and Falconbridge, without charge, at the SEC’s Web site (www.sec.gov). Copies of Phelps Dodge’s filings may also be obtained without charge from Phelps Dodge at its Web site (www.phelpsdodge.com) or by directing a request to Phelps Dodge, One North Central Avenue, Phoenix, Arizona 85004-4415, Attention: Assistant General Counsel and Corporate Secretary (602) 366-8100.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

99.1	Investor Presentation.
99.2	Supplemental Materials for Investor Presentation.
99.3	Press release of Phelps Dodge Corporation dated June 26, 2006.

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SIGNATURES

     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.

PHELPS DODGE CORPORATION
(Registrant)
By:	/s/ S. David Colton
	Name:	S. David Colton
	Title:	Senior Vice President and
		General Counsel
Date: June 26, 2006

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EXHIBIT INDEX

Exhibit
Number	Exhibit
99.1	Investor Presentation.
99.2	Supplemental Materials for Investor Presentation.
99.3	Press release of Phelps Dodge Corporation dated June 26, 2006.

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EX-99.1

Exhibit 99.1

Shaping the Future: Creating a Global Industry Leader

Forward-Looking Statements These materials include "forward-looking statements" (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) including statements regarding, among other things, the benefits of the combination with Inco and the combined company's plans, objectives, expectations and intentions. All statements other than historical information are forward-looking statements. These forward-looking statements are based on management's current beliefs and expectations, speak only as of the date made, and are subject to a number of significant risks and uncertainties that cannot be predicted or quantified and are beyond our control. Future developments and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. The following factors, among others, could cause actual results to differ from those described in the forward- looking statements in this document: (i) the ability to obtain governmental approvals of the combination on the proposed terms and schedule; (ii) the failure of Inco's shareholders to approve the plan of arrangement; (iii) the failure of Phelps Dodge's shareholders to authorize the issuance of Phelps Dodge common shares, the change of Phelps Dodge's name to (Phelps Dodge Inco) and an increase in the size of Phelps Dodge's board of directors as required under the combination agreement; (iv) the risks that the businesses of Phelps Dodge and Inco and/or Falconbridge will not be integrated successfully; (v) the risks that the cost savings, growth prospects and any other synergies from the combination may not be fully realized or may take longer to realize than expected; (vi) the risks that the cost savings, growth prospects and any other synergies from the combination may not be fully realized or may take longer to realize than expected; (vi) the combined company's inability to refinance indebtedness incurred in connection with the combination on favorable terms or at all; (vii) the possibility that Phelps Dodge will combine with Inco only; (viii) the possible impairment of goodwill resulting from the combination and the resulting impact on the combined company's assets and earnings; and (ix) additional factors that may affect future results of the combined company set forth in Phelps Dodge's, Inco's and Falconbridge's filings with the Securities and Exchange Commission, which filings are available at the SEC's Web site at (www.sec.gov). 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.

Supplemental Data These materials also include terms used to describe supplemental data. Any such data or terms are not a substitute for any U.S. generally accepted accounting principle measure and should be evaluated within the context of our U.S. GAAP results. Any such references may not be comparable to similarly titled measures reported by other companies. As required by Regulation G, we have posted on our Web site - www.phelpsdodge.com - a full reconciliation of non-GAAP financial measures to U.S. GAAP financial measures. Unless otherwise indicated, all information in this presentation relating to Phelps Dodge is on a post-FIN-46 basis (i.e., Candelaria and El Abra are fully consolidated with minority interests shown separately rather than a pro rata consolidation). Note: In connection with the proposed combination, Phelps Dodge intends to file a preliminary proxy statement on Schedule 14A with the SEC. Investors are urged to read the proxy statement (including all amendments and supplements to it) when it is filed because it contains important information. Investors may obtain free copies of the proxy statement, as well as other filings containing information about Phelps Dodge, Inco and Falconbridge, without charge, at the SEC's Web site (www.sec.gov). Copies of Phelps Dodge's filings may also be obtained without charge from Phelps Dodge at Phelps Dodge's Web site (www.phelpsdodge.com) or by directing a request to Phelps Dodge, One North Central Avenue, Phoenix, Arizona 85004-4415, Attention: Assistant General Counsel and Corporate Secretary, (602) 366-9100.

Webcast Details Webcast: www.phelpsdodgeinco.com www.phelpsdodge.com www.inco.com www.falconbridge.com

Key Participants J. Steven Whisler Chairman and Chief Executive Officer - Phelps Dodge Scott M. Hand Chairman and Chief Executive Officer - Inco Derek G. Pannell Chief Executive Officer - Falconbridge Timothy R. Snider President and Chief Operating Officer - Phelps Dodge Ramiro G. Peru Executive Vice President and Chief Financial Officer - Phelps Dodge

Transaction Rationale

Creating a Global Industry Leader Preeminent North American-based miner Industry leader in safe production Pro forma enterprise value of US$56 billion (1) Diversity of commodities, markets and geographies Leading global market positions #1 in nickel #2 in molybdenum #2 in copper #3 in cobalt Quality assets with long-lived reserves Global scale with superior growth pipeline Proven operating capabilities, project management and industry-leading technology Significant synergies of approximately $900 million Combination of experienced and proven management teams Financial strength and capital access to invest in growth Clear potential for multiple expansion Significant Value Enhancement for All Shareholders (1) Pro forma enterprise value as of June 23, 2006 1

Agreed Transaction (1) Premium to June 23, 2006, closing price Offer Price: C$80.13/share for Inco C$62.11/share for Falconbridge Premium (1): 22.8% for Inco 11.9% for Falconbridge Consideration Mix: C$17.50 + 0.672 Phelps Dodge shares for each Inco share Approximately C$14 billion in cash (three-way) Approximately 301 million shares (three-way) Structure: Plan of Arrangement Amended Support Agreement Up to US$5.0 billion Share Repurchase Program Inclusive of up to US$3.0 billion Convertible Subordinated Note purchase commitment Key Conditions: Phelps Dodge and Inco shareholder votes Not conditioned on Inco / Falconbridge merger completion Regulatory approvals Name: Phelps Dodge Inco Corporation Headquarters: Corporate, Copper Division: Phoenix, Arizona Nickel Division: Toronto, Ontario Timing: Expected close: September 2006 2

Creation of a Global Industry Leader BHP Billiton Rio Tinto Anglo CVRD Phelps Dodge Inco Alcoa Xstrata Barrick Newmont Alcan Norilsk 122.592 80.163 68.183 59.248 56 33.042 30.154 27.58 22.579 21.746 18.31 Note: Stock prices as of June 23, 2006. Phelps Dodge Inco based on pro forma standalone enterprise values and does not include any impact of multiple re-rating or synergies. "Enterprise Value" means equity value plus net debt, preferred stock and minority interest less investments in unconsolidated affiliates. Enterprise Value (US$ in billions) "Super Majors" 3

Scale and Breadth of Core Operations Phelps Dodge Today 13,500 employees Operations, projects and offices in 23 countries Phelps Dodge Inco 40,000 employees Operations, projects and offices in more than 40 countries Inco Today 12,000 employees Operations, projects and offices in 12 countries Falconbridge Today 14,500 employees Operations, projects and offices in 18 countries Copper Operations Copper Development Nickel Operations Nickel Development 4

Global Reach Focused on Low-Risk Geographies North America Chile Peru Other P 70 18 9 3 North America Europe Asia Other I 37 16 31 16 North America Chile Peru Other F 63 19 6 12 North America Chile Peru Other Asia Europe East 59 15 6 10 7 3 2005 Revenue: US$8.3 billion 2005 Revenue: US$4.5 billion 2005 Revenue: US$8.1 billion 2005 Revenue: US$21.0 billion Phelps Dodge Inco Falconbridge + + = Phelps Dodge Inco 5 Note: Segmentation based on net sales to customers in dollars.

Enhanced Commodity Diversification Copper Moly P 77 23 Copper Cobalt Other Nickel I 9 1 7 83 Copper Other Nickel Cobalt F 54 19 25 2 Copper Moly Nickel Other Cobalt East 53 9 28 9 1 2005 Revenue: US$8.3 billion 2005 Revenue: US$4.5 billion 2005 Revenue: US$8.1 billion 2005 Revenue: US$21.0 billion + + Phelps Dodge Inco Falconbridge = Phelps Dodge Inco 6

Leading Market Positions in Key Commodities Source: Public filings, Phelps Dodge research. Note: Copper, molybdenum and refined cobalt represent proportionate share of production. Top Molybdenum Producers (2005) (Pounds in millions) Top Copper Producers (2005) (Pounds in millions) Top Nickel Producers (2005) (Pounds in millions) Top Refined Cobalt Producers (2005) (Pounds in millions) 7

Commitment to Excellence Industry leader in safety - Zero and Beyond Committed to working with communities in which we do business Environmental responsibility a key part of doing business $400 million trust fund Accelerated reclamation and remediation Phelps Dodge Total Recordable Injury Rate (TRIR) U.S. Mining Industry Average = 4.1x U.S. Manufacturing Average = 5.9x x x x x x x x 8

Long-Lived Operating Assets Sudbury (100%) Reserves: 180 Production: 130 Mine Life: 30 Morenci (85%) Reserves: 2,827 Production: 340 Mine Life: 20 Antamina (33.75%) Reserves: 496 Production: 201 Mine Life: 15 Collahuasi (44%) Reserves: 1,984 Production: 140 Mine Life: 20 Candelaria (80%) Reserves: 271 Production: 143 Mine Life: 15 El Abra (51%)(2) Reserves: 232 Production(2): 118 Mine Life: 6 Voisey's Bay (100%) Reserves: 35 Production (1): 55 Mine Life: 30 PT Inco (61%) Reserves: 99 Production: 51 Mine Life: 30 Bagdad (100%) Reserves: 635 Production: 101 Mine Life: 20 Henderson (100%) Reserves: 151 Production: 32 Mine Life: 17 Sierrita (100%) Reserves: 1,089 Production: 79 Mine Life: 26 Note: Reserves and production shown on pro-rata basis. Reserves in millions of short tons. Production in thousands of short tons. Approximate mine life in years. Reserves reported in accordance with regulatory requirements for each company. (1) Estimated annual production. (2) Does not include potential expansion capacity. Cerro Verde (53.6%) Reserves: 942 Production(1): 160 Mine Life: 30 Copper Operations Copper Development Nickel Operations Nickel Development 9

Strong Growth Pipeline in Core Commodities Cerro Verde (PD) Goro (Inco) Koniambo (Falco) El Morro (Falco) El Pachon (Falco) Copper Projects Nickel Projects Moly Projects Pomalaa (Inco) Greenfield Projects Brownfield Projects 2006 2007 2008 2009 2010 Frieda River (Falco) Kabanga (Falco) Collahuasi Moly Recovery (Falco) Collahuasi Debottlenecking (Falco) Collahuasi Expansion (Falco) Raglan Expansion (Falco) 1-D Lower (Inco) Bahodopi (Inco) Nickel Rim (Falco) Goro Expansion (Inco) Lomas Bayas Expansion (Falco) Pomalaa Expansion Sorowako Limonite (Inco) Safford (PD) El Abra (PD) Climax (PD) Henderson (PD) Safford - Lone Star (PD) Tenke Fungurume (PD) Totten (Inco) Voisey's Bay Expansion (Inco) Tenke Fungurme Expansion (PD) 10

Inco/Falconbridge Synergies Phelps Dodge Inco Synergies Feed Flow Optimization 205 Maximizing Throughput 135 Cost & Other Improvements 100 SG&A 110 Efficiency savings (QFZ/One Mine Strategy) Significant Additional Synergies from Three-Way Combination $550 $900 +$350 (1) Assumes discount rate of 7% % of Phelps Dodge Inco 2005 PF Revenue 4.3% NPV of Synergies (1) ~$5,800 (US$ in millions) Feed Flow Optimization Maximizing Throughput Cost & Other Improvements SG&A Technology & Debottlenecking "One Mine" and QfZ Projects Sourcing & Logistics SG&A and Exploration 11

Synergy Opportunities Key drivers of cost savings Optimization of product flow Rationalization of purchasing and procurement Corporate office and governance Shared business services Focused exploration Application of best practices across portfolio Continuous improvement in capital efficiency Additional benefits expected in subsequent years North American "One Mine" Quest for Zero program Proven track record of delivering synergies / cost reduction $135 million in synergies announced in Cyprus Amax transaction Exceeded initial estimates by 35% Achieved one year ahead of schedule Focus on Operational Excellence Has Delivered Superior Results to Shareholders 12

Leading S&P 500 Index Company Market Capitalization Source: FactSet as of June 23, 2006. (1) Pro forma market capitalization based on Phelps Dodge's combination with Inco / Falconbridge. 13

Strong Copper and Nickel Industry Fundamentals Nickel Demand 1970 2000 1971 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Growth '92-'04 = 4.0% p.a. Growth '05-'15 = 4.3% p.a. (forecast) Growth '80-'89 = 3.3% p.a. Growth '70-'79 = 3.4% p.a. Demand projected to grow by 4.3% per annum between 2005 and 2015 (000's MT) Source: Brook Hunt. 1970 23000 1971 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Growth '90-'04 = 3.1% p.a. Growth '05-'15 = 3.9% p.a. (forecast) Growth '80-'89 = 2.1% p.a. Growth '70-'79 = 3.1% p.a. (000's MT) Demand projected to grow by 3.9% per annum between 2005 and 2015 Copper Demand 14

Multiple Expansion Potential Significant Value Enhancement for All Shareholders Enterprise Value (US$ billions) Note: Size of circle represents the respective enterprise value. 2007 EBITDA based on consensus estimates Enterprise Value / 2007 EBITDA 15

Transaction Summary

Key Deal Terms Offer Price(1): C$80.13 / share C$62.11 / share Consideration Mix: C$17.50 / share cash + 0.672 Phelps Dodge shares C$17.50 / share cash + 0.55676 Inco shares Aggregate Value: C$14 billion cash + 301 million Phelps Dodge shares C$7 billion cash + 216 million Inco shares Premium (2): 22.8% 11.9% Breakup Fee: Inco to Phelps Dodge US$925 million (3%) if Inco is successful in acquiring Falconbridge US$475 million (3%) if Inco standalone Phelps Dodge to Inco US$500 million (3%) Falconbridge to Inco US$450 million Key Conditions: Phelps Dodge shareholder vote Inco shareholder vote EU antitrust approval Expected Closing: September 2006 July 2006 (1) Based on Phelps Dodge closing price of US$82.95 per share, Inco closing price of C$65.25 per share and Falconbridge closing price of C$55.50 as of June 23, 2006 (2) Premium to June 23, 2006, closing price Phelps Dodge Offer for Inco Inco Offer for Falconbridge 16

Summary of Phelps Dodge Inco Name: Phelps Dodge Inco Corporation Headquarters: Corporate, Copper Division: Phoenix, Arizona Nickel Division: Toronto, Ontario Key Management: Chairman and Chief Executive Officer: J. Steven Whisler Vice Chairman: Scott M. Hand President and Chief Operating Officer: Timothy R. Snider President Inco Nickel: Derek G. Pannell Chief Financial Officer: Ramiro G. Peru Listings: NYSE and TSX Board Composition: Phelps Dodge: 11 Inco/Falconbridge: 4 Pro Forma Ownership: Phelps Dodge Shareholders: 40% Inco Shareholders: 31% Falconbridge Shareholders: 29% 17

Transaction Structure Phelps Dodge Inco Shareholders C$17.50 Cash C$44.61 Stock C$62.11 C$17.50 Cash C$62.63 Stock C$80.13 Fully underwritten financing package from Citigroup and HSBC Expect to refinance bridge facilities in the capital markets ~US$2 billion of undrawn revolver capacity Phelps Dodge Offer Enhanced Inco Offer C$ 5.00 Cash C$10.42 Stock C$15.42 Implied Value Enhancement to Falconbridge Up to US$5.0 billion share repurchase Step 2 Step 1 Step 3 Inclusive of up to US$3.0 billion Convertible Subordinated Note purchase commitment 18

Transaction Timetables June July August September Phelps Dodge / Inco Timetable Inco / Falconbridge Timetable Enhanced Inco offer announced Announce transaction Preliminary PD proxy filed Inco mails its proxy PD proxy mailed Inco shareholder meeting Inco takes up Falconbridge (assuming antitrust clearance) June July PD shareholder meeting Closing 19

Financial Highlights

Summary Combined Financial Information 2005 Revenues 2005 EBITDA (1) 2005 Cash Flows from Operations (2) 2005 Net Profit (3) Note: US$ in millions. (1) Operating income before depreciation, depletion and amortization and special items and provisions. (2) Before working capital. (3) Net profit to common shareholders. +253% +222% +241% +205% $8,287 $20,953 $0 $5,000 $10,000 $15,000 $20,000 $25,000 Phelps Dodge Phelps Dodge Inco 20

Phelps Dodge 2005 Inco 2005 Falconbridge 2005 Phelps Dodge Inco 2005 Operations 1770 739 1635 4144 Substantial Free Cash Flow (US$ in millions) Note: Free cash flow is calculated as net income plus non-cash charges less changes in working capital. (1) Net of approximately US$569 million in contributions to environmental trust, pension, and retiree medical and life plans. (2) Not adjusted to reflect pro forma transaction adjustments. (1) Free Cash Flow in 2005 (2) 21

Superior Value to All Shareholders Phelps Dodge Inco Cash Flow (1) Immediately accretive Earnings Per Share Accretive by 2008 Equity ownership in global industry leader Significant synergy potential Up to US$5 billion share repurchase program Current US$0.80 regular dividend per share maintained (1) Cash flow is defined as net income plus depreciation, depletion & amortization. 22

Attractive Premium Versus Teck and Xstrata Offers Phelps Dodge Offer: 22.8% Premium Enhanced Inco Offer: 11.9% Premium C$/share C$/share Note: Stock prices as of June 23, 2006. 23

Three-Way Combination is Superior Superior asset quality and growth profile Greater synergies than any other combination Highly liquid stock and leading member of S&P 500 Clear case for multiple expansion NYSE and TSX listings Approved by all three boards Enhanced premium to competing offers Ongoing equity participation in combined entity Significant presence and ongoing commitment to Canada Creating a Global Industry Leader 24

Shaping the Future: Creating a Global Industry Leader

EX-99.2

Exhibit 99.2

Phelps Dodge Corporation
FIFA Analyst Call
Monday, June 26, 2006

Ramiro G. Peru

Introduction

• Good morning and welcome to everyone on the call

• We’re here today to discuss a landmark event for our three companies ... the creation of North America’s preeminent mining and metals company, which will be named Phelps Dodge Inco

Forward-Looking Statements

• I want to remind you that the presentation this morning will include a number of forward-looking statements

Supplemental Data

• It is also important to keep in mind this cautionary statement on the use of supplemental data

• All references to dollars will be in U.S. dollars unless specifically noted (current exchange rate of 0.8907 US$/C$)

Webcast Details

• Mention webcast details

• With that, let me turn the floor over to Steve Whisler, Chairman & CEO of Phelps Dodge Corporation

J. Steven Whisler

Key Participants

• With me today are:

• Tim Snider, President and Chief Operating Officer of Phelps Dodge, and

• Ramey Peru, Executive Vice President and Chief Financial Officer of Phelps Dodge

• We’re extremely pleased to be joined by:

• Scott Hand, Chairman and Chief Executive Officer of Inco, and

• Derek Pannell, Chairman and Chief Executive Officer of Falconbridge

Transition comment: We’ll provide you with an overview of the transaction, discuss the strategic rationale, provide details on the transaction and review the financial highlights

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1.	Creating a Global Industry Leader
•	In Phelps Dodge Inco, we are taking advantage of a unique opportunity:

• Creates one of the world’s largest mining companies

• Based in North America and in 40 countries worldwide

• Leading positions in copper and nickel, two highly attractive base metals

• More than 80 percent of our assets in the Americas, with some mine lives averaging 20 to 30 years or more

• A strong portfolio of development projects in all three companies

• Our analysis indicates potential for significant synergies beyond those already revealed by Inco and Falconbridge

• Average annual synergies of approximately $900 million

• Three great management teams ... and we want to take the best from each

• We’ve already met with rating agencies ... we’re committed to retaining an investment-grade rating through the cycle

2.	Agreed Transaction
•	You’ll see from this slide that the timing and terms of the transaction are clearly attractive:

• This is a friendly transaction, and the only transaction involving Inco and Falconbridge that has the approval of the boards of all corporations involved

• It provides investors with cash as well as the opportunity for Inco and Falconbridge shareholders to participate in equity in the new company

• We believe that the transaction will be a net benefit to Canada in many ways

• The combined company will continue to be an active corporate citizen in Canada: there will be no layoffs in mining and processing operations for at least the first 3 years, the Nickel operations will continue to be run out of a new Nickel Division head office based here in Toronto, and we plan to continue to build on the proud histories of both Inco and Falconbridge

3. Creation of a Global Industry Leader

• On the basis of enterprise value, Phelps Dodge Inco will vault into the “Super Major” status within the global mining industry

• Gains the attendant benefits of size and scale

• Access to capital markets

• Enhanced liquidity

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• Scale to develop world class projects on a global basis

• Clear opportunity for multiple expansion

4. Scale and Breadth of Core Operations

•	Phelps Dodge Inco will have a global presence with operations in many of the world’s proven mining regions
•	It will have about 40,000 employees in 40 countries
•	It will comprise a strong mix of copper and nickel operations and exciting projects
•	Enhanced ability to take prudent risk ... important, because the next generation of world-class projects will be developed in more challenging regions
5.	Global Reach Focused on Low-Risk Geographies
•	Assuming a 2005 revenue basis, more than 80 percent of assets are in the Americas
•	Its operations are in stable and well-established mining regions
6.	Enhanced Commodity Diversification
•	Strong base in attractive commodity products ... copper and nickel
•	A solid platform for further diversification
•	Substantial by-product revenue will be an added benefit
7.	Leading Market Positions in Key Commodities
•	No. 1 in nickel, No. 2 in copper, No. 1 or 2 in moly depending on how you measure, No. 3 in cobalt (though No. 2 if Chinese production is deconsolidated) with an improved position once Tenke is put into production in late 2008 or early 2009
•	World’s largest publicly traded copper and nickel producer
•	This completes my overview of Phelps Dodge Inco. With that, I’d like to introduce Scott Hand, Chairman and CEO of Inco. Scott will take a few minutes to discuss how our transaction will affect the existing deal between Inco and Falconbridge

Scott Hand Talking Points

• Thank you, Steve. First, let me second everything Steve had to say about the historic importance of this transaction and the great strength our companies will gain by combining our forces

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• We’ll have a strong portfolio of high-quality assets, greater diversification and a viable platform for expansion and growth

• For us, the Phelps Dodge bid for Inco is superior to the bid offered for us by Teck Cominco. Specifically, the transaction represents a premium of 23 percent to the current Inco price and a 19 percent premium to the Teck Cominco bid for Inco

• Just as important, the transaction means we are able to increase our bid for Falconbridge to C$62.11, or C$15.42 per share of Falconbridge stock. This makes our offer clearly better than the competing bid in the market

• There really is no question of the tremendous shareholder value we will achieve by bringing our companies under one banner. I’m excited for what it means for our shareholders, our customers, our employees, and the communities in which we do business

• Let me make one last point: This transaction will be good for Canada. We’ll be a stronger company, with the headquarters of our nickel operations located here in Toronto. Increased strength will give us greater control over our destiny, and that will mean greater stability and good jobs that stay here

• With that, let me introduce Derek Pannell, Chief Executive Officer of Falconbridge

Derek Pannell Talking Points

• Thanks very much, Scott. As many of you know, Scott and I have become used to making joint appearances together. I’m glad we’re expanding from a duo to a trio with the addition of our U.S. colleague, Steve

• Like Steve, I couldn’t be more excited about the prospects of what we’re discussing here today. Something this big doesn’t come along every day, and it will turn our three companies into a mining powerhouse. When combined, we’ll have some of the best mines and best development properties for two of the world’s most important metals, copper and nickel, and we’ll benefit from strong positions in several other metals as well

• Our shareholders will gain even more from our three-way combination than from the two-way combination of Inco and Falconbridge. The enhanced price for our shares that results from this transaction is clearly beneficial to all Falconbridge shareholders. What’s more, they will have the opportunity to have an equity position in the mining industry’s most exciting new company

• Over the years, I’ve respected Phelps Dodge and Inco as competitors and managers. Recently, as we’ve worked to become partners, I’ve gained even more respect for them. I’m excited by the prospect of being together in the same organization. It will be good for our shareholders, and our customers, and I can’t wait to get started. With that, let me turn the floor back to Steve

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J. Steven Whisler

• Thanks, Derek. Now I’d like to introduce Tim Snider, the president and COO of Phelps Dodge. Tim and his team have been determining our estimate of the synergies that can be gained by bringing our three organizations together, and their findings are very encouraging

Timothy R. Snider

8.	Commitment to Excellence
•	Thanks Steve
•	As someone who has spent most of his career in operations, I am very excited about the merger of these three companies
•	We have similar cultures with complimentary skill sets
•	One of the areas of similarity is the dedication of all of our companies to the safety and health of employees
•	Phelps Dodge has long standing commitment to safety and we strive to continuously improve. I think our record stands for itself
•	We are also very much committed to supporting the communities in which we operate... we have a long history of doing so
•	And we are proactive when it comes to environmental protection
•	During this period of high metal prices we have initiated numerous accelerated reclamation projects, particularly at some of our more mature operations in the Southwest U.S.
•	And we are committed to continue this work, as evidenced by our establishment of a $400 million environmental trust fund
9.	Long-Lived Operating Assets
•	The combined company will have a very strong portfolio of long lived, cost competitive metal mines operating generally in politically stable parts of the world
10.	Strong Growth Pipeline in Core Commodities
•	And in addition, we have an impressive pipeline of new opportunities
•	Each of the three companies brings significant growth potential in the form of Greenfield and brownfield development opportunities
•	Some are in construction or commissioning, some are in the feasibility study stage, and some are pre-feasibility
•	In addition, we have a pool of highly talented exploration professionals around the world that are keeping the pipeline full

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11.	Significant Synergies from Three-Way Combination
•	Now let me talk briefly about synergies
•	Inco and Falconbridge identified synergies totaling $550 million that would result from their combination. These synergies have been well documented and discussed
•	The addition of Phelps Dodge adds a third skill set to the mix
•	We have identified another $350 million in synergies, which brings the total to $900 million. We expect to reach this run-rate by 2008
•	As you can see from this slide, we have a variety of categories of synergies
•	A portion of the additional synergies that result from Phelps Dodge contribution is a result of our experience with our “one mine” process. For the last several years we have been improving our six operations in the Southwest U. S. by taking advantage of their geographic proximity. We have begun operating these facilities as if they were one mine. This has allowed us to recognize the best practices that reside at each operation...and then apply those practices throughout
•	This “one mine” concept is similar to what Inco and Falconbidge have planned for the Sudbury district. We have determined that Phelps Dodge’s “one mine” blueprint can accelerate and improve the synergies at Sudbury
•	Also, applying our Quest for Zero six-sigma process approach to some of the operations can also create value
•	Also, those of you that follow Phelps Dodge closely know that we are leaders in process technology. For example, our development of material characterization techniques has allowed improvement in the Phelps Dodge concentrator circuits over the years. We believe applying some of these analytical techniques to some of the nickel concentrators will allow process changes and deliver similar results in terms of process recovery...which equates to improved production
•	We also see some opportunities for debottlenecking. Continuing to develop adjacent underground opportunities to our Candelaria open pit can improve ore grade and therefore copper production with very little capital cost. The Inco and Falconbridge organizations bring substantial underground mining experience to the table. Phelps Dodge’s underground experience is not as extensive
•	There are logistics synergies also...for example, concentrate that is produced at Phelps Dodge’s operations in Chile can be at least partially processed at the Falconbridge Altonorte smelter...and the acid produced can be partly used in our leaching operations in South America. Also, excess copper anodes produced at Altonorte or the Canadian smelters can be fed into the unused capacity at Phelps Dodge’s El Paso refinery

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•	Sourcing savings will be realized because we have a bigger aggregate sourcing spend and can then create more efficiencies from volume and improvement of the supply chain
•	We also will gain some additional synergies in the SG&A category. A good example is cobalt marketing. Phelps Dodge will start producing cobalt when its Tenke Fungurume comes on line. We were in the process of building a cobalt marketing team. This won’t be necessary now because we can simply use the existing cobalt marketing capabilities
•	In addition, we will realize an aggregate reduction in exploration expenditures in addition to those identified in the Inco-Falconbridge combination. The combined exploration team can be more efficient together than apart. With the great asset base and pipeline of new opportunities, we can safely make another cut at exploration
12.	Synergy Opportunities
•	The forgoing description is a sampling of synergies that are either included in the totals or are being contemplated as additional synergies
•	The opportunities for synergies and improved efficiencies are large as we combine three great companies with complimentary skills. We will learn a lot from each other and turn it to value
•	Phelps Dodge is an important addition to this combination. We bring great technology, programs, and a proven track record of delivering on synergies
•	Now I’d like to ask Ramey Peru to discuss the financial aspects of our three-way transaction. Ramey...

Ramiro G. Peru

13.	Leading S&P 500 Index Company
•	On a pro-forma basis, the new company will leapfrog in where it stands today in the S&P 500. We’ll be close to the top 75 in pro-forma market cap
•	We’ll be in the company of many household names, and our higher position in the index should enhance demand for Phelps Dodge Inco stock and increase our trading liquidity
14.	Strong Copper and Nickel Industry Fundamentals
•	As you all know, the mining industry has experienced and should continue to experience strong fundamentals for both copper and nickel
•	Anticipated demand levels indicate that supply challenges will continue
•	This makes the prospects for both copper and nickel the most attractive among the base metals, and Phelps Dodge Inco will be in a great position to benefit

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15.	Significant Value Enhancement for All Shareholders
•	We believe we’ll have an opportunity as a new company to achieve a meaningful re-rating. We think Phelps Dodge is significantly undervalued in the market because of our single commodity focus among other factors
•	Inco and Falconbridge have been excluded from this chart because their valuation is somewhat influenced by takeover premiums
•	The diversified commodity portfolio of the new company should move our valuation closer to the Super Majors, whose superior ratings give them greater stability throughout commodity price cycles
16.	Key Deal Terms
•	You’ll see here that our offer of C$80.13 per share for Inco is superior to Teck Cominco’s offer, and that our offer makes it possible for Inco to make an enhanced offer of C$62.11 per share for Falconbridge, an increase of C$14.52 per share making it also clearly superior to Xstrata’s current unsolicited offer
•	Our offer is a combination of cash and shares. It has an aggregate value of C$14 billion in cash and 301 million of Phelps Dodge shares at full pro ration. Inco’s offer for Falconbridge has an aggregate value of C$7 billion cash and 216 million of Inco shares at full pro ration. This represents a premium of 23 percent for Inco and 12 percent for Falconbridge over their closing prices on Friday, June 23
•	We do not anticipate any major regulatory hurdles
17.	Summary of Phelps Dodge Inco
•	Phelps Dodge Inco’s headquarters will be in Phoenix. Inco will be the nickel division of the new company, and it will have offices in Toronto, ensuring a continued major presence.
•	Steve Whisler will be Chairman and CEO of the new company. Scott Hand will be Vice Chairman, Tim Snider will be President and Chief Operating Officer, Derek Pannell will be President of Inco Nickel, and I will be Chief Financial Officer.
•	We’ll keep our listing on the New York Stock Exchange and also be listed on the Toronto Stock Exchange
•	Our 15-member board will have a total of four members from the Inco and Falconbridge boards
18.	Transaction Structure
•	We have engineered a transaction to maximize the likelihood of a successful outcome, and to provide value to all three groups of shareholders

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•	Let me explain the key components for you:
•	Phelps Dodge has agreed to acquire Inco for 0.672 of its shares plus C$17.50
•	As of closing on Friday June 23rd, the offer is valued at C$80.13 per Inco share.
•	The offer is NOT conditional upon Inco consummating its combination with Falconbridge
•	However, we are highly committed to closing the three-way merger.
•	In fact, our support for Inco has put them in a position to agree to an increased offer for Falconbridge.
•	The terms of the enhanced Inco offer for Falconbridge are 0.55676 shares of Inco plus C$17.50 for each Falconbridge share.
•	As of closing on Friday, June 23rd, and incorporating our agreed price with Inco, the Inco Offer for Falconbridge is valued at C$62.11
•	Also to support Inco, we have agreed to purchase up to US$3.0 billion of Convertible Subordinated Notes to fund the acquisition of Falconbridge shares and to fund the cash requirements of any dissenting Falconbridge shareholders.
•	This convertible subordinated financing is in addition to Inco’s committed financing for the Falconbridge transaction.
•	This transaction is not subject to financing. We obtained financing commitments from Citigroup and HSBC in amounts more than sufficient to fund the transactions contemplated.
•	Importantly, as part of the financing package, we have obtained committed financing for a share repurchase program of up to US$5 billion which we intend to execute following the consummation of the transaction.
•	This $5.0 billion for repurchases would be reduced by any funding provided to Inco pursuant to the convertible notes. If Inco does not require our funding to acquire Falconbridge or cash out dissenters rights, the full amount is available for the repurchase program.
•	We all believe strongly in the strategic merits of this three way combination.
•	As such, we have agreed to reciprocal break-up fees between ourselves and Inco.
•	Now, let’s talk about timing
19.	Transaction Timetable
•	According to the schedule we see unfolding, we anticipate that Inco’s tender offer for Falconbridge is expected to close in July. Their 2nd stage squeeze-out is expected to close in August.
•	We anticipate an Inco shareholder vote in August followed by a Phelps Dodge shareholder vote in September.

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•	If we hit these targets, our transaction with Inco should close in September 2006.
•	It’s an ambitious schedule, but we are committed to doing everything we can to make it happen
20.	Summary Combined Financial Information
•	The combined company will add significant scale and breadth to the existing Phelps Dodge.
•	By any measure ... revenue, EBITDA, cash flow, profit ... we’ll be a stronger company and more capable of withstanding the volatility associated with the commodity business
•	Moreover, we will be firmly committed to maintaining an investment grade rating through the cycle
•	We plan to file our proxy as early as this Friday so pro forma financials will be available at that time
21.	Substantial Free Cash Flow
•	The new company will generate strong cash flow
•	This will give us the resources to prudently manage the balance sheet and to identify and develop large-scale projects
•	With that I’d like to ask Steve to return for some final comments
22.	Superior Value to All Shareholders
•	Thanks, Ramey. From what you’ve seen today, I believe you can understand why we’re all so excited about the new company we’ll create
•	Under our agreed-upon terms, the transaction will be strongly cash flow accretive and immediately accretive to earnings in the second full year
•	Our combined shareholders will be able to participate from the unique synergies we’ll achieve and from our up to $5 billion repurchase program
•	We plan to keep our regular annual dividend rate of 80 cents per share intact
23.	Attractive Premium to Xstrata’s and Teck Cominco’s offer
•	Our transaction results in a compelling offer for all Inco and Falconbridge shareholders. They receive a premium to the market price of their stock and a premium to any competing bids we face

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J. Steven Whisler

24.	Three-Way Combination is Superior
•	In closing, I want to emphasize just how exciting this deal is. We will create the pre-eminent, North American based mining and metals company and, more importantly, a true global leader
•	We will climb into the Super Major category
•	We’ll be positioned in great commodity products ... copper and nickel ... and we’ll have a solid platform for growth and expansion
•	We’ll be more diversified, which will lower the impact of market cycles on our company and our stock
•	At anticipated price levels, we’ll have extremely strong cash flow, which will expand the opportunities available to us and help us pay down debt quickly
•	As we go forward, we are committed to honoring the heritage of all 3 Companies as well as the Canadian heritage we will inherit. This transaction will be good for Canada, good for our shareholders, good for our customers and good for the communities in which we do business.
•	Now, let’s get to your questions ...

Forward-Looking Statements

These materials include “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) including statements regarding, among other things, the benefits of the combination with Inco and the combined company’s plans, objectives, expectations and intentions. All statements other than historical information are forward-looking statements. These forward-looking statements are based on management’s current beliefs and expectations, speak only as of the date made, and are subject to a number of significant risks and uncertainties that cannot be predicted or quantified and are beyond our control. Future developments and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The following factors, among others, could cause actual results to differ from those described in the forward-looking statements in this documents: (i) the ability to obtain governmental approvals of the combination on the proposed terms and schedule; (ii) the failure of Inco’s shareholders to approve the plan of arrangement; (iii) the failure of Phelps Dodge’s shareholders to authorize the issuance of Phelps Dodge common shares, the change of Phelps Dodge’s name to Phelps Dodge Inco and an increase in the size of Phelps Dodge’s board of directors as required under the combination agreement; (iv) the risks that the businesses of Phelps Dodge and Inco and/or Falconbridge will not be integrated successfully; (v) the risks that the cost savings, growth prospects and any other synergies from the combination may not be fully realized or may take longer to realize than expected; (vi) the combined company’s inability to refinance indebtedness incurred in connection with the combination on favorable terms or at all; (vii) the possibility that Phelps Dodge will combine with Inco only; (viii) the possible impairment of goodwill and other long-lived assets resulting from the combination and the resulting impact on the combined company’s assets and earnings; and (ix) additional factors that may affect future results of the combined company set forth in Phelps Dodge’s, Inco’s and Falconbridge’s filings with the Securities and Exchange Commission, which filings are available at the SEC’s Web Site at (www.sec.gov). 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.

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NOTE: In connection with the proposed combination, Phelps Dodge intends to file a preliminary proxy statement on Schedule 14A with the SEC. Investors are urged to read the proxy statement (including all amendments and supplements to it) when it is filed because it contains important information. Investors may obtain free copies of the proxy statement, as well as other filings containing information about Phelps Dodge, Inco and Falconbridge, without charge, at the SEC’s Web site (www.sec.gov). Copies of Phelps Dodge’s filings may also be obtained without charge from Phelps Dodge at Phelps Dodge’s Web site (www.phelpsdodge.com) or by directing a request to Phelps Dodge, One North Central Avenue, Phoenix, Arizona 85004-4415, Attention: Assistant General Counsel and Corporate Secretary (602) 366-8100.

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EX-99.3

Exhibit 99.3

Media:	Media:	Media & Investors:
Peter J. Faur (602) 366-7993	Steve Mitchell (416) 361-7950	Denis Couture (416) 982-7020
Investors:	Investors:
Stanton K. Rideout (602) 366-8589	Sandra Scott (416) 361-7758

For Immediate Release

Phelps Dodge, Inco and Falconbridge Agree to US$56 Billion Three-Way Combination, Creating One of
World’s Largest Mining Companies

Transaction Creates World’s Largest Nickel Producer
and Largest Publicly Traded Copper Producer

Combines High-Quality, Long-Lived Assets in Regions with Low Geopolitical Risk and Strong
Development Pipelines; Enhances Ability to Invest in Long-Term Growth

US$900 Million of Estimated Annual Synergies Expected by 2008; Combination Expected to Be
Immediately Accretive to Cash Flow and Accretive to Earnings Per Share in 2008

Phelps Dodge Offer for Combined Inco/Falconbridge Is Valued at C$80.13 Per Share;
Agreement Enables Inco to Enhance Offer for Falconbridge to C$62.11 Per Share

Phelps Dodge Also Announces Up to US$5 Billion Share Repurchase Program

PHOENIX AND TORONTO, June 26, 2006-Phelps Dodge Corporation (NYSE: PD), Inco Limited (TSX, NYSE: N) and Falconbridge Limited (TSX, NYSE: FAL) announced today they have agreed to combine in a US$56 ⁽¹⁾ billion transaction to create a North American-based mining company that is one of the world’s largest. The new company will be named Phelps Dodge Inco Corporation.

Phelps Dodge Inco will be the world’s leading nickel producer, the world’s largest publicly traded copper producer and a leading producer of molybdenum and cobalt, and it will have a world-class portfolio of growth projects and exciting exploration opportunities. For the quarter ended March 31, 2006, the three companies had combined revenues of US$6.3 billion and EBITDA (earnings before interest, taxes, depreciation and amortization) of US$1.9 billion.

The corporate office and the new company’s copper division will be headquartered in Phoenix. Inco Nickel, the new company’s nickel division, will be headquartered in Toronto.

The Phelps Dodge board of directors also announced, as part of the transaction, a share repurchase program of up to US$5.0 billion to be commenced after closing.

(1) Enterprise Value defined as equity value plus debt, preferred stock and minority interest less cash and investments in unconsolidated affiliates.

Phelps Dodge Inco will have operations in more than 40 countries and will employ approximately 40,000 people globally. Phelps Dodge Inco will be listed on the New York Stock Exchange and will apply for a listing on the Toronto Stock Exchange. As a result of the three-way combination, Phelps Dodge Inco will have a significantly increased weighting in the S&P 500 Index. A Web site with detailed information on the transaction is available at www.phelpsdodgeinco.com.

J. Steven Whisler, chairman and chief executive officer of Phelps Dodge Corporation, said: “This transaction represents a unique opportunity in a rapidly consolidating industry to create a global leader based in North America—home of the world’s deepest and most liquid capital markets. The combined company has one of the industry’s most exciting portfolios of development projects, and the scale and management expertise to pursue their development successfully. The creation of this new company gives us the scale and diversification to manage cyclicality, stabilize earnings and increase shareholder returns. At the same time, we are committed to maintaining an investment-grade credit rating throughout the business cycle.”

Scott M. Hand, chairman and chief executive officer of Inco, said: “This combination allows Inco’s shareholders, in addition to receiving a substantial premium for their stock, to share in the significant synergies both from our agreed merger with Falconbridge and from the combination with Phelps Dodge, and it creates an opportunity for all three groups of shareholders to participate in an exciting, new, diversified industry leader. We believe the Phelps Dodge transaction delivers an excellent value proposition for our shareholders. The new Phelps Dodge Inco also will maintain a very strong commitment to and presence in Canada.”

Derek Pannell, chief executive officer of Falconbridge, said: “This is an industry-redefining transaction. Phelps Dodge Inco will have the scale, diversification, market leadership, reserve position, growth profile and balance sheet necessary to create tremendous value for shareholders. It represents a significant premium to Falconbridge shareholders, with ongoing participation in the upside of the three-way combination. We believe this transaction represents a most compelling opportunity for all Falconbridge shareholders.”

Terms of the Transaction

Under the terms of the transaction, Phelps Dodge will acquire all of the outstanding common shares of Inco for a combination of cash and common shares of Phelps Dodge having a value of C$80.13 per Inco share, based upon the closing price of Phelps Dodge stock and the closing US/Canadian dollar exchange rate on Friday, June 23, 2006. Each shareholder of Inco would receive 0.672 shares of Phelps Dodge stock plus C$17.50 per share in cash for each share of Inco stock. This represents a premium of 23 percent to Inco’s market price as of close of trading on June 23 and a 19 percent premium to the value of the existing Teck Cominco Limited unsolicited offer for Inco.

Simultaneous with its entry into the combination agreement with Phelps Dodge, Inco has entered into an agreement with Falconbridge to increase its previously recommended offer for Falconbridge. Under the terms of this enhanced offer, Inco has increased the cash component of the offer from C$12.50 to C$17.50 and the exchange ratio from 0.524 shares of Inco for each share of Falconbridge to 0.55676 shares of Inco for each share of Falconbridge. The board of Falconbridge has unanimously agreed to recommend this revised offer and also approved an amendment of the Support Agreement with Inco to reflect the revised price.

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Based upon the value of the consideration offered by Phelps Dodge for Inco of C$80.13 per share, the implied value of the revised agreed offer for Falconbridge including the increased cash component is C$62.11 per share, representing a 12 percent premium to Falconbridge’s closing price on June 23, and an 18 percent premium to the existing Xstrata plc unsolicited offer for Falconbridge.

At Phelps Dodge’s June 23 closing price of US$82.95, the total enterprise value of the acquisition by Phelps Dodge of the combined Inco and Falconbridge is approximately US$40 billion.

The acquisition of Falconbridge by Inco is subject to regulatory approvals and other customary closing conditions, and Inco’s tender offer is expected to close in July. Inco anticipates conducting a second-stage transaction to acquire the remaining Falconbridge shares, which is expected to close in August. Upon the closing of the Phelps Dodge-Inco combination, shareholders of Falconbridge who have been issued Inco common shares in the Inco-Falconbridge transaction will be entitled to receive for those shares the same package of cash and Phelps Dodge shares as will other Inco shareholders.

Phelps Dodge strongly supports Inco’s agreed offer for Falconbridge and has entered into a definitive agreement under which it will purchase up to US$3.0 billion of convertible subordinated notes issued by Inco provide Inco with substantial additional liquidity at the time of its purchase of Falconbridge common shares or to satisfy related dissent rights, as needed. The convertible subordinated notes will only be funded in the event the Inco/Falconbridge combination is consummated. The instrument will be redeemable for cash at any time by Inco after the merger with Falconbridge and may be converted at any time beginning six months after issuance by Phelps Dodge at a conversion rate equal to 95 percent of the market value of Inco’s common shares plus accrued interest of the security at the time of conversion. The instrument will bear an 8 percent PIK coupon. The issuance of the convertible subordinated notes will be subject to regulatory approval.

Phelps Dodge intends to complete its share repurchase program within the 12 months after closing of the Inco transaction in an amount equal to US$5 billion, less the amount of any convertible subordinated notes purchased by Phelps Dodge.

The transaction between Phelps Dodge and Inco is not conditioned upon the completion of the Inco and Falconbridge combination. Thus, in the event the Inco-Falconbridge merger is not completed, Inco shareholders will receive the same 0.672 shares of Phelps Dodge and C$17.50 per share in cash that they would have received in the proposed three-way combination. Should Inco not complete the Falconbridge transaction, the Phelps Dodge board of directors intends to execute the full US$5.0 billion share repurchase program within 12 months of closing a transaction with Inco.

Inco has agreed to pay a break-up fee to Phelps Dodge under certain circumstances of US$475 million on a stand-alone basis and US$925 million in conjunction with its combination with Falconbridge. Inco has also given Phelps Dodge certain other customary rights, including a right to match competing offers. Phelps Dodge has agreed to pay Inco a US$500 million break-up fee under certain circumstances.

Phelps Dodge has received financing commitments from Citigroup and HSBC that may be drawn upon to fund the contemplated transactions and the up to US$5.0 billion share repurchase program.

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Inco has received additional financing commitments from Morgan Stanley, Goldman, Sachs & Co., Royal Bank of Canada, and Bank of Nova Scotia in support of the increased cash component of its revised agreed offer for Falconbridge.

After completion of the transaction, current Phelps Dodge shareholders would own approximately 40 percent of Phelps Dodge Inco, current Inco shareholders would own approximately 31 percent, and current Falconbridge holders would own approximately 29 percent. The transaction, which is subject to Phelps Dodge and Inco shareholder approval, regulatory approvals and customary closing conditions, is expected to close in September 2006.

Delivering Significant Value to Shareholders Through Synergies and Growth

The combination of Phelps Dodge, Inco and Falconbridge is expected to result in total annual synergies of approximately US$900 million by 2008. This includes US$550 million in total expected annual synergies from the combination of Inco and Falconbridge.

The net present value of total synergies, at a 7.0 percent discount rate, is approximately US$5.8 billion after-tax.

The combination brings together three companies with unique, complementary skill sets. The synergies previously identified by Inco and Falconbridge will be generated in part by joint operation of facilities in the Sudbury Basin, where there are contiguous, interwoven mines and processing facilities. Consolidation of the district allows feed flow changes that result in production increases and cost reductions. Also, consolidation of management allows for the sharing of best practices.

The inclusion of Phelps Dodge enhances these synergies. Its three-year-old North American One Mine processes are an excellent blueprint for the consolidation of the Sudbury district. In addition, Phelps Dodge brings a focus on technology that can be applied to improve process recoveries and throughput in Sudbury and elsewhere. Also, the larger company will realize savings in procurement and supply-chain management because of its much larger size.

Based on these synergies, the combination is expected to be immediately accretive to cash flow and accretive to earnings per share in 2008, excluding integration and transaction costs.

The new, larger company will benefit from a strengthened financial position to take advantage of future growth opportunities. This increased financial strength, coupled with its combined assets and expertise, will enable it to pursue current and future development projects more effectively.

The combined company will have an impressive list of greenfield and brownfield projects and expansions. Those now in commissioning or in the late stages of construction include Voisey’s Bay (nickel), Cerro Verde (copper/molybdenum) and Henderson (molybdenum). Other projects include Safford (copper), Tenke Fungurume (copper/cobalt), Climax (molybdenum), Lomas Bayas (copper), Collahuasi (copper/molybdenum), El Morro (copper), El Pachon (copper), El Abra (copper), Goro (nickel), Koniambo (nickel), and Nickel Rim (nickel).

Management Team and Board of Directors

J. Steven Whisler, 51, chairman and chief executive officer of Phelps Dodge, will be chairman and chief executive officer of the new company. Scott M. Hand, 64, chairman and chief executive officer of Inco, will become vice chairman of Phelps Dodge Inco. Derek Pannell, 60, chief executive officer of Falconbridge, will become president: Inco Nickel and will head the new

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company’s nickel, zinc and aluminum operations. Timothy R. Snider, 56, president and chief operating officer of Phelps Dodge, will hold the same position in the new company. Ramiro G. Peru, 50, executive vice president and chief financial officer of Phelps Dodge, will be the chief financial officer of the new company. Whisler, Snider and Peru will be based in Phoenix. Hand and Pannell will be based in Toronto.

The board of directors of the new company will be composed of 15 members, 11 from the board of Phelps Dodge and four from the boards of Inco and Falconbridge.

Benefits to Canada

Canada will derive benefits not only from the new Phelps Dodge Inco’s scale and global reach, but its continuing strong commitment to Canada overall and the local communities in which it operates. As the largest mining company based in North America, Phelps Dodge Inco will have ready access to global capital markets and be well positioned to draw upon its leading market position, combined management teams, technical depth and the expertise of its collective workforce. In Canada, Phelps Dodge Inco will continue to pursue all major capital expenditure projects that Inco and Falconbridge have initiated.

Regarding Canadian employment, Phelps Dodge Inco will not lay off any employees at any of its Canadian operating companies for at least three years after the completion of the transaction, unless those employees are part of an already announced shutdown or reduction in workforce. Canadians will occupy a majority of management positions of the Canadian businesses at Phelps Dodge Inco. While there will be some head-office workforce reduction, as is natural in any such combination, Phelps Dodge Inco will provide severance and make available appropriate outplacement and/or counseling services. Phelps Dodge Inco has committed to establish the head office of the global nickel business in Toronto. The company will maintain a major nickel research and development facility in Canada, and continue all existing Canadian exploration activities for a period of at least three years. Additionally, Phelps Dodge Inco will abide by any practices or agreements engaged in by Inco or Falconbridge with provincial Canadian governments concerning the export or processing of intermediate ore products.

In local communities, Phelps Dodge Inco will maintain all community and educational programs currently in place. In Ontario, Manitoba, Newfoundland and Labrador, Quebec, and New Brunswick, Phelps Dodge Inco has committed to direct resources toward training, education and other initiatives with the specific goal of training potential new employees, as well as enhancing the resources and quality of training available to existing employees. The new company will also maintain and carry forward the practice of environmental protection established over many years by each company, as well as keeping an unwavering focus on worker health and safety.

A World Leader in Metals and Mining

The combined entity will have large-scale production capabilities, significant proven and probable reserves in all of its core commodities and a diversified asset base.

Copper
Pro-forma 2005 copper production for the combined entity was 3.4 billion pounds. Pro-forma 2005 copper revenues were US$11.13 billion. Phelps Dodge Inco will be the world’s largest publicly traded copper corporation after the closing.

Nickel

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Pro-forma 2005 nickel production for the combined entity was 738 million pounds. Pro-forma 2005 nickel revenues were US$5.8 billion. Upon closing of the transaction, Phelps Dodge Inco will be the world’s largest nickel producer.

Molybdenum
Pro-forma 2005 molybdenum production for the combined entity was 68 million pounds. Pro-forma 2005 molybdenum revenues were US$1.89 billion. Phelps Dodge Inco will be the world’s second largest producer of molybdenum.

Cobalt
Pro-forma 2005 cobalt production for the combined entity was 14 million pounds. Pro-forma 2005 cobalt revenues were US$210 million. Phelps Dodge Inco will be the world’s third-largest producer of cobalt.

Webcast

Management of Phelps Dodge, Inco and Falconbridge will host a webcast for investors today at 9:00 a.m. eastern time, to discuss the details of the transaction. The webcast can be accessed at www.phelpsdodgeinco.com.

Phelps Dodge is one of the world’s leading producers of copper and molybdenum and is the largest producer of molybdenum-based chemicals and continuous-cast copper rod. The company employs 13,500 people worldwide.

Inco is a primary metals company. In business for 100 years, it is one of Canada’s best-known companies and largest exporters. It employs 12,000 people around the world at mining operations, production facilities, a research center and through its marketing and sales network.

Falconbridge is a leading copper and nickel company with investments in fully integrated zinc and aluminum assets. Its primary focus is the identification and development of world-class copper and nickel ore bodies. It employs 14,500 people at its operations and offices in 18 countries.

Advisors and Counsel

Phelps Dodge is being advised by Citigroup Corporate and Investment Banking and by HSBC Securities. Phelps Dodge’s counsel are Debevoise & Plimpton LLP and Heenan Blaikie LLP. Inco is being advised by Morgan Stanley, RBC Capital Markets and Goldman Sachs. Inco’s counsel are Sullivan & Cromwell and Osler Hoskin & Hartcourt LLP. Falconbridge is being advised by CIBC World Markets. Falconbridge’s counsel are McCarthy Tetrault LLP and Fried Frank Harris Shriver & Jacobson LLP.

Forward-Looking Statements

These materials include “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) including statements regarding, among other things, the benefits of the combination with Inco and the combined company’s plans, objectives, expectations and intentions. All statements other than historical information are forward-looking statements. These forward-looking statements are based on management’s current beliefs and expectations, speak only as of the date made, and are subject to a number of significant risks and uncertainties that cannot be predicted or quantified and are beyond our control. Future developments and actual results could differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. The following factors, among others, could cause actual results to differ from those described in the forward-looking statements in this documents: (i) the ability to obtain governmental

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approvals of the combination on the proposed terms and schedule; (ii) the failure of Inco’s shareholders to approve the plan of arrangement; (iii) the failure of Phelps Dodge’s shareholders to authorize the issuance of Phelps Dodge common shares, the change of Phelps Dodge’s name to Phelps Dodge Inco and an increase in the size of Phelps Dodge’s board of directors as required under the combination agreement; (iv) the risks that the businesses of Phelps Dodge and Inco and/or Falconbridge will not be integrated successfully; (v) the risks that the cost savings, growth prospects and any other synergies from the combination may not be fully realized or may take longer to realize than expected; (vi) the combined company’s inability to refinance indebtedness incurred in connection with the combination on favorable terms or at all; (vii) the possibility that Phelps Dodge will combine with Inco only; (viii) the possible impairment of goodwill and other long-lived assets resulting from the combination and the resulting impact on the combined company’s assets and earnings; and (ix) additional factors that may affect future results of the combined company set forth in Phelps Dodge’s, Inco’s and Falconbridge’s filings with the Securities and Exchange Commission, which filings are available at the SEC’s Web Site at (www.sec.gov). 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.

Supplemental Data

These materials also include terms used to describe supplemental data. Any such data or terms are not a substitute for any U.S. generally accepted accounting principle measure and should be evaluated within the context of our U.S. GAAP results. Any such references may not be comparable to similarly titled measures reported by other companies. As required by Regulation G, we have posted on our Web Site — www.phelpsdodgeinco.com — a full reconciliation of non-GAAP financial measures to U.S. GAAP financial measures. Unless otherwise indicated, all information in this news release relating to Phelps Dodge is on a post-FIN-46 basis (i.e., Candelaria and El Abra are fully consolidated with minority interests shown separately rather than a pro rata consolidation).

NOTE: In connection with the proposed combination, Phelps Dodge Corporation (“Phelps Dodge”) intends to file a preliminary proxy statement on Schedule 14A with the SEC. Investors are urged to read the proxy statement (including all amendments and supplements to it) when it is filed because it contains important information. Investors may obtain free copies of the proxy statement, as well as other filings containing information about Phelps Dodge, Inco and Falconbridge, without charge, at the SEC’s Web site (www.sec.gov). Copies of Phelps Dodge’s filings may also be obtained without charge from Phelps Dodge at Phelps Dodge’s Web site (www.phelpsdodge.com) or by directing a request to Phelps Dodge, One North Central Avenue, Phoenix, Arizona 85004-4415, Attention: Assistant General Counsel and Corporate Secretary (602) 366-8100.

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