**U.S.Securities and Exchange Commission**

**Washington, D.C. 20549**

 

**Form 40-F**

 

**[Checkone]**

 

| **o**      | ** ** | **Registration statement pursuant to section 12  of the Securities Exchange Act of 1934**              |
|------------|------------|-------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                        |
| ** ** | ** ** | **OR**                                                                                                      |
|       |       |                                                                                                        |
| **ý** | ** ** | **Annual report pursuant to section 13(a) or  15(d) of the Securities Exchange Act of 1934** |

 

| **For the  fiscal year ended December 31, 2005** | **Commission  File No. 1-11284** |
|-------------------------------------------------------|---------------------------------------|

 

**FalconbridgeLimited**

(Exact name of Registrant as specified in its charter)

 

**Not Applicable**

(Translation of Registrant’s name into English (if applicable))

 

**Ontario, Canada**

(Province or other jurisdiction of incorporation or organization)

 

**1021**

(Primary Standard Industrial Classification Code Number (ifapplicable))

 

**98-0359144**

(I.R.S. Employer Identification Number (if applicable))

 

**BCE Place**

**181 Bay St., Suite 200**

**Toronto, Ontario M5J 2T3**

**Telephone: (416) 982-7111**

(Address and telephone number of Registrant’s principal executiveoffices)

 

**CT Corporation System**

**111 Eighth Avenue**

**New York, New York  10011**

**Telephone:  (212) 894-8700**

(Name, address (including zip code) and telephone number (includingarea code) of agent for service in the United States)

 

Securities registered or to beregistered pursuant to Section 12(b) of the Act.

 
| **Title of each class** | ** ** | **Name of each exchange on which registered** |
|----------------------------------------|------------|-----------------------------------------------------------------------------|
| Common  Shares                         |       | New York  Stock Exchange                                                    |
|                                   |       |                                                                        |
| Common Share  Purchase Rights          |       | New York  Stock Exchange                                                    |

 

Securities registered or to beregistered pursuant to Section 12(g) of the Act.

 

**None**

(Title of Class)

 

Securities for which there is areporting obligation pursuant to Section 15(d) of the Act.

 

**Not Applicable**

 

For annual reports, indicate bycheck mark the information filed with this Form:

 
| ý Annual Information Form | ý Audited annual financial statements |
|--------------------------------|--------------------------------------------|

 

Indicatethe number of outstanding shares of each of the issuer’s classes of capital orcommon stock as of the close of the period covered by the annual report.

 

Common shares outstanding:**370,688,138**

 

Indicateby check whether the Registrant by filing the information contained in this Form isalso thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the filing number assigned to the Registrant in connection with suchRule.

 

Yes  o  No  ý

 

Indicateby check mark whether the Registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports) and (2) has been subject to such filingrequirements for the past 90 days.

 

Yes  ý  No  o

 

 

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**FORWARD-LOOKINGSTATEMENTS**

 

Certain statements contained in this Annual Information Form areforward-looking statements (as defined in applicable securities legislation).Examples of such statements include, but are not limited to, statementsconcerning (i) our assessment of the outlook for metal markets in 2006, (ii) Inco’soffer to acquire all of the common shares of Falconbridge Limited and thebenefits of such combination, (iii) our future financial requirements andfunding of those requirements, (iv) our expectations with respect to ourdevelopment projects, (v) our production forecast for 2006, (vi) ourcapital expenditure forecasts, and (vii) our dividend schedule. Inherentin forward-looking statements are risks and uncertainties well beyond ourability to predict or control. Actual results and developments are likely todiffer, and may differ materially, from those expressed or implied by theforward-looking statements contained in this Annual Information Form. Suchstatements are based on a number of assumptions which may prove to beincorrect, including, but not limited to, assumptions about the timing, stepsto be taken and completion of Inco’s offer to acquire all of our common shares,the ability to successfully compete against global metals and mining andexploration companies by creating through such a combination an enterprise ofincreased scale; strong demand for nickel, copper and other metals in emergingmarkets such as China; approximately $350 million per annum in pre-taxoperating and other synergies and cost savings, and other benefits beingrealized based on the achievement of operational efficiencies fromrestructuring, integration and other initiatives relating to the combination ofFalconbridge and Inco; the approvals or clearances required to be obtained byInco and Falconbridge from regulatory and other agencies and bodies beingobtained in a timely manner; divestitures required by regulatory agencies beingacceptable and completed in a timely manner; there being limited costs,difficulties or delays related to the integration of the Falconbridge’soperations with those of Inco; the timely completion of the steps required tobe taken for the eventual combination of the two companies; business andeconomic conditions generally; exchange rates, energy and other anticipated andunanticipated costs and pension contributions and expenses; the supply anddemand for, deliveries of, and the level and volatility of prices of, nickel,copper, aluminum, zinc and other primary metals products and other metalproducts Inco and Falconbridge produce; the timing of the receipt of remainingregulatory and governmental approvals for the development projects and otheroperations; the continued availability of financing on appropriate terms fordevelopment projects; Falconbridge’s costs of production and production andproductivity levels, as well as those of its competitors; market competition;mining, processing, exploration and research and development activities; the 

 

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accuracy ofore/mineral reserve estimates; premiums realized over London Metal Exchange (“LME”)cash and other benchmark prices; tax benefits/charges; the resolution ofenvironmental and other proceedings and the impact on the combined company ofvarious environmental regulations and initiatives; assumptions concerningpolitical and economic stability in countries or locations in whichFalconbridge operates or otherwise and the ability to continue to pay quarterlycash dividends in such amounts as Falconbridge’s Board of Directors may determinein light of other uses for such funds and other factors.

 

While Falconbridge anticipates that subsequent events and developments may causeFalconbridge’s views to change, the Company specifically disclaims anyobligation to update these forward-looking statements. These forward-lookingstatements should not be relied upon as representing the Company’s views as ofany date subsequent to the date of this Annual Information Form. Although theCompany has attempted to identify important factors that could cause actualactions, events or results to differ materially from those described inforward-looking statements, there may be other factors that cause actions,events or results not to be as anticipated, estimated or intended. There can beno assurance that forward-looking statements will prove to be accurate, asactual results and future events could differ materially from those anticipatedin such statements. Accordingly, readers should not place undue reliance onforward-looking statements. These factors are not intended to represent acomplete list of the factors that could affect Falconbridge and the combinationof Inco and Falconbridge.

 

**CONTROLSAND PROCEDURES**

 

Evaluation ofDisclosure Controls and Procedures. As of December 31,2005, an evaluation of the effectiveness of the issuer’s “disclosure controlsand procedures” (as such term is defined in Rules 13a-15(e) and15d-15(e) of the Exchange Act) was carried out by our management, underthe supervision of, and with the participation of, our Chief Executive Officer(“CEO”) and Chief Financial Officer (“CFO”). Based upon that evaluation, theCEO and CFO concluded that as of such date our disclosure controls andprocedures were effective such that information relating to us, including ourconsolidated subsidiaries, required to be disclosed by us in the reports wefile or submit under the Exchange Act (a) is recorded, processed,summarized and reported within the time periods specified in the Securities andExchange Commission’s rules and forms and (b) is accumulated andcommunicated to our management, including our principal executive and principalfinancial officers, or persons performing similar functions, as appropriate, toallow timely decisions regarding disclosure.

 

Changes in internal control over financialreporting. There have been no changes in our internal control over financialreporting that occurred during the period covered by this annual report thathave materially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

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#### **AUDIT COMMITTEEFINANCIAL EXPERT**

####  

Our Board of Directors has determined that at least one member of theaudit committee, André Bérard, qualified as an audit committee financial expert.He is “independent” as that term is defined for purposes of audit committeemember independence under the corporate governance standards of the New YorkStock Exchange. The Securities and Exchange Commission has indicated that thedesignation of an audit committee financial expert does not make that person an“expert” for any purpose, impose any duties, obligations or liability on thatperson that are greater than those imposed on members of the audit committeeand board of directors who do not carry this designation or affect the duties,obligations or liabilities or any other member of the audit committee or theboard of directors.

 

#### **CODE OF ETHICS**

####  

We haveadopted a code of ethics that applies to our President and CEO and ourExecutive Vice-President and CFO. The latter is also our principal accountingofficer. A copy of our code, entitled “Code of Ethics”, can be found on the “CorporateGovernance” page of our website at www.falconbridge.com.

 

#### **PRINCIPAL ACOUNTANTFEES AND SERVICES**

####  

##### **Provision of Non-Audit Services by the Auditor**

#####  

Ernst &Young LLP and its respective affiliates (collectively “Ernst & Young”)are our auditors. From time to time, Ernst & Young also providesnon-audit services to us and our subsidiaries. It is our policy not to engageour auditors to provide services in connection with financial informationsystems design and implementation or other services that may impair theobjectivity of the auditors. We have implemented a procedure to ensure that anyengagement of the auditors for non-audit services receives prior clearance bythe Audit Committee. At the beginning of each year, the Audit Committeeapproves the proposed services, including the nature, type and scope ofservices contemplated and related fees, to be rendered by these firms duringthe year. In addition, Audit Committee pre-approval is also required for thoseengagements that may arise during the course of the year that are outsidethe scope of the initial services and fees pre-approved by the Audit Committee.In approving any such engagement, the Audit Committee will consider whether theprovision of such non-audit services is compatible with maintaining Ernst &Young’s independence.

 

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##### **Fees Paid to the Auditor**

#####  

Thetable below summarizes the fees paid in Canadian dollars to Ernst &Young for the years indicated:

 
| ** **          | ** ** | **Falconbridge  ($ )  2005/2004** | ** ** | **Reporting Issuer  Subsidiaries  ($ )  2005/2004** | ** ** | **Total  ($ )  2005/2004** | ** ** |
|---------------------|------------|----------------------------------------|------------|---------------------------------------------------------------|------------|---------------------------------|------------|
| ** **          | ** ** | ** **                             | ** ** | ** **                                                    | ** ** | ** **                      | ** ** |
| Audit fees          |       | 3,644,869/2,031,663                    |       | 27,500/14,939                                                 |       | 3,672,369/2,046,602             |       |
| Audit-related  fees |       | 1,411,313/392,914                      |       | —/20,393                                                 |       | 1,411,313/413,307               |       |
| Tax fees            |       | 1,233,735/2,485,579                    |       | —/97,525                                                 |       | 1,233,735/2,583,104             |       |
| All other  fees     |       | 125,000/—                         |       | —/—                                                 |       | 125,000/—                  |       |
|                |       |                                   |       |                                                          |       |                            |       |
| Total               |       | 6,414,917/4,910,156                    |       | 27,500/132,857                                                |       | 6,442,417/5,043,013             |       |

 

Note: On December 31, 2005, the exchangerate between U.S. dollars and Canadian dollars based on the inverse of the noonbuying rate in the City of New York for cable transfers as certified forcustoms purposes by the Federal Reserve Bank of New York was US$0.8579 perCdn$1.00. On December 31, 2004, the comparable exchange rate was US$0.8310per Cdn$1.00.

 

Detailsof the fees paid to Ernst & Young are provided below:

 

###### ***Audit Fees***

######  

Audit fees include fees for theannual financial statement audit of us and certain of our subsidiaries. Thefees also include the review of our unaudited interim financial statements, aswell as fees relating to regulatory filings.

 

###### ***Audit-Related Fees***

######  

Auditrelated fees are fees for services provided by Ernst & Young that arereasonably related to its role as auditor and include fees for audits of ouremployee benefit funds and advice on accounting standards and other specifictransactions.

 

*Tax Fees*

 

Taxfees include fees for tax compliance, tax advice and tax planning, includingexpatriate tax services.

 

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*All Other Fees*

 

Allother fees include fees for all other support and advisory services.

 

##### **Consideration of Independence**

#####  

Ernst &Young has advised the Audit Committee that it considers itself to beindependent of us, and the Audit Committee has confirmed that it considers Ernst &Young to be independent.

 

**OFF-BALANCE SHEET ARRANGEMENTS**

 

The Registrant does not have any unconsolidated affiliates. It does notenter into material off-balance sheet arrangements with special purposeentities in the normal course of business. The Registrant’s only significantoff-balance sheet arrangements are the Canadian dollar expenditure hedgesdiscussed below.

 

TheRegistrant uses forward foreign exchange and option contracts to hedge theeffect of exchange rate changes on identifiable foreign currency exposures. Ithedges up to 50% of its two-year Canadian dollar operating cost and 25% of thesubsequent three-year. The Registrant may enter into futures and forwardcontracts for the purchase or sale of currencies not designated as hedges.These contracts are carried at estimated fair values and gains or lossesarising from the changes in the market values of these contracts recognized inthe earnings of the period in which the changes occur. For a description ofthese positions, see Note 17 (c) on page 88 of the Registrant’saudited consolidated financial statements for the fiscal year ended December 31,2005 which are attached hereto as Exhibit 2.

 

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#### **TABULAR DISCLOSUREOF CONTRACTUAL OBLIGATIONS**

####  

Atabular disclosure of Falconbridge’s contractual obligations as of December 31,2005 follows:

 
| **(US$ , millions)**            | ** ** | **Significant obligations by year due** | ** ** |
|-------------------------------------------|------------|-------------------------------------------------------------|------------|
| **Nature of Obligation**        | ** ** | **2006**                                                    | ** ** | **2007 - 2008** | ** ** | **2009 - 2010** | ** ** | **2011 and beyond** | ** ** | **Total** | ** ** |
|                                      |       |                                                        |       |   |   |   |   |   |   |   |   |
| Long-term  debt(1)                        |       | 352                                                         |       | 593 |   | 432 |   | 2,435 |   | 3,812 |   |
| Asset retirement obligation (2)           |       | 60                                                          |       | 53 |   | 33 |   | 1,396 |   | 1,542 |   |
| Employee  future benefits (3)             |       | —                                                      |       | — |   | — |   | 589 |   | 589 |   |
| Capital  leases                           |       | 1                                                           |       | 6 |   | 2 |   | 6 |   | 15 |   |
| Operating  leases and purchase commitment |       | 172                                                         |       | 31 |   | 17 |   | 21 |   | 241 |   |
|                                      |       |                                                        |       |   |   |   |   |   |   |   |   |
| Total  contractual obligations            |       | 585                                                         |       | 683 |   | 484 |   | 4,447 |   | 6,199 |   |

 

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(1)                                Long-term debt includesconvertible debentures and other loans, senior debentures, preferred shareliabilities and debt of joint ventures.

 

(2)                                The obligation for theretirement of assets represents the estimated undiscounted cash spendingforecast for a period exceeding 50 years.

 

(3)                                The obligation foremployee future benefits represents the unfunded obligation as of December 31,2005. Due to the nature of the obligation for employees’ future benefits, thetiming of the settlement of this liability is not readily determinable

 

#### **IDENTIFICATION OFTHE AUDIT COMMITTEE**

####  

We havean audit committee which is presently composed of the following directors: AndréBérard (Chair), Neville Kirchmann, James McCutcheon and Mary Mogford.

 

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#### **UNDERTAKING**

####  

Registrantundertakes to make available, in person or by telephone, representatives torespond to inquiries made by the Commission staff, and to furnish promptly,when requested to do so by the Commission staff, information relating to: thesecurities registered pursuant to Form 40-F; the securities in relation towhich the obligation to file an annual report on Form 40-F arises; ortransactions in said securities.

 

**SIGNATURES**

 

Pursuantto the requirements of the Exchange Act, the Registrant certifies that it meetsall of the requirements for filing on Form 40-F and has duly caused thisannual report to be signed on its behalf by the undersigned, thereto dulyauthorized.

 
| Falconbridge  Limited |                 |   |
|-----------------------|----------------------|--------|
| Registrant            |                 |
|                  |                 |
| By                    | s/Stephen K.  Young  |   |   |
|                  | Stephen K.  Young    |   |
|                  | Corporate  Secretary |   |
|                  |                 |
| Date                  | March 27,  2006 |   |
|                       |                      |        |  |  |  |

 

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Exhibits

 

1.                                       Annual Information Form ofFalconbridge Limited dated March 22, 2006.

 

2.                                       The audited Consolidated Financial Statements for thefiscal year ended December 31, 2005 and the accompanying Management’sDiscussion and Analysis of Falconbridge Limited appearing on pages 64 to 101 and pages 24 to 63, respectively, of the Falconbridge Limited 2005Annual Report.

 

3.                                       Consent of Ernst & Young LLP.

 

4.                                       Certificationof Derek Pannell, Chief Executive Officer, pursuant to Rule 13a-14(a).

 

5.                                       Certificationof Steven Douglas, Chief Financial Officer, pursuant to Rule 13a-14(a).

 

6.                                       Certificationof Derek Pannell, Chief Executive Officer, pursuant to Rule 13a-14(b).

 

7.                                       Certificationof Steven Douglas, Chief Financial Officer, pursuant to Rule 13a-14(b).

 

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