Obligation Codealco 3% ( USP3143NAP98 ) en USD

Société émettrice Codealco
Prix sur le marché 100 %  ▲ 
Pays  Chili
Code ISIN  USP3143NAP98 ( en USD )
Coupon 3% par an ( paiement semestriel )
Echéance 17/07/2022 - Obligation échue



Prospectus brochure de l'obligation Codelco USP3143NAP98 en USD 3%, échue


Montant Minimal 200 000 USD
Montant de l'émission 1 250 000 000 USD
Cusip P3143NAP9
Notation Standard & Poor's ( S&P ) NR
Notation Moody's NR
Description détaillée Codelco est la plus grande entreprise productrice de cuivre au monde, une société publique chilienne exploitant des mines de cuivre à grande échelle.

L'Obligation émise par Codealco ( Chili ) , en USD, avec le code ISIN USP3143NAP98, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/07/2022

L'Obligation émise par Codealco ( Chili ) , en USD, avec le code ISIN USP3143NAP98, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Codealco ( Chili ) , en USD, avec le code ISIN USP3143NAP98, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).








OFFERING MEMORANDUM

U.S.$2,000,000,000

Corporación Nacional del Cobre de Chile
U.S.$1,250,000,000 3.00% Notes due 2022
U.S.$750,000,000 4.25% Notes due 2042
The notes due 2022 (the "2022 notes") will bear interest at the rate of 3.00% per year and will mature on July 17, 2022, and the notes
due 2042 (the "2042 notes") will bear interest at the rate of 4.25% per year and will mature on July 17, 2042. We refer to the 2022
notes and the 2042 notes collectively as the notes. The interest on the notes of each series will be payable semi-annually in arrears
on January 17 and July 17 of each year, beginning on January 17, 2013. The notes of each series will not be redeemable prior to
maturity except in the event of certain developments affecting taxation. See "Description of Notes--Tax Redemption."
The notes will be direct, unsecured and unsubordinated obligations of Corporación Nacional del Cobre de Chile ("CODELCO" or
the "Company") and will rank pari passu with all other unsecured and unsubordinated obligations of CODELCO. See "Description
of Notes--General."
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF
market of the Luxembourg Stock Exchange. Currently, there is no public market for the notes.
See "Risk Factors" beginning on page 14 for a discussion of certain risks that you should consider in connection with an
investment in the notes.
Neither the U.S. Securities and Exchange Commission ("SEC") nor any other regulatory body has approved or disapproved
of these securities or passed upon the adequacy or accuracy of this offering memorandum. Any representation to the
contrary is a criminal offense.
The notes have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws, and are being offered and sold only to (i) qualified institutional buyers under Rule 144A under the Securities Act and
(ii) persons outside the United States under Regulation S under the Securities Act. For a description of certain restrictions on
transfer of the notes, see "Transfer Restrictions" and "Plan of Distribution."
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company ("DTC") and its direct
and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear system, and Clearstream
Banking, société anonyme, Luxembourg ("Clearstream") against payment on or about July 17, 2012.

Issue price:

2022 Notes 98.663% plus any accrued interest from July 17, 2012.
2042 Notes 97.547% plus any accrued interest from July 17, 2012.

Joint Book-Running Managers
HSBC
J.P. MORGAN

The date of this offering memorandum is July 17, 2012.




We are responsible for the information contained in this offering memorandum. We have not
authorized anyone to give you any other information, and we take no responsibility for, and can provide no
assurance as to the reliability of, any information that others may give you. We are not, and the initial
purchasers are not, making an offer of these securities in any jurisdiction where the offer is not permitted.
Prospective investors should not assume that the information contained in this offering memorandum is
accurate as of any date other than the date on the front of this offering memorandum.
After having made all reasonable inquiries, we confirm that the information contained in this offering
memorandum is true and accurate in all material respects, that the opinions and intentions expressed herein are
honestly held, and that there are no other facts the omission of which would make this offering memorandum as a
whole or any of such information or the expression of any such opinions or intentions misleading. CODELCO
accepts responsibility accordingly.

Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to
"CODELCO," the "Company," "we," "our," "ours," "us" or similar terms refer to Corporación Nacional del Cobre
de Chile (CODELCO) together with its subsidiaries.

TABLE OF CONTENTS

Page
Note Regarding Forward Looking Statements .............................................................................................................iv
Enforceability of Civil Liabilities .................................................................................................................................. v
Presentation of Financial and Statistical Information ...................................................................................................vi
Summary........................................................................................................................................................................ 1
Summary Consolidated Financial Data ....................................................................................................................... 11
Risk Factors ................................................................................................................................................................. 14
Use of Proceeds ........................................................................................................................................................... 25
Capitalization ............................................................................................................................................................... 26
Exchange Rates ........................................................................................................................................................... 27
Selected Consolidated Financial Data ......................................................................................................................... 28
Selected Operating Data .............................................................................................................................................. 31
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 32
Business and Properties ............................................................................................................................................... 51
Overview of the Copper Market .................................................................................................................................. 75
Regulatory Framework ................................................................................................................................................ 78
Management ................................................................................................................................................................ 84
Related Party Transactions .......................................................................................................................................... 87
Foreign Investment and Exchange Controls in Chile .................................................................................................. 88
Description of Notes .................................................................................................................................................... 89
Taxation ....................................................................................................................................................................... 99
Plan of Distribution ................................................................................................................................................... 103
Transfer Restrictions .................................................................................................................................................. 107
Validity of the Notes .................................................................................................................................................. 110
Independent Auditors ................................................................................................................................................ 111
Glossary of Certain Mining Terms ............................................................................................................................ 112
General Information .................................................................................................................................................. 116
Unaudited Interim Consolidated Financial Statements
F-1
2011 Year-end Consolidated Financial Statements ............................................................................................... F-111
Consolidated Financial Statements for the Years Ended December 31, 2009 and 2010 ....................................... F-227



i








The notes may not be offered or sold, directly or indirectly, in the Republic of Chile ("Chile") or to any
resident of Chile, except as permitted by applicable Chilean law.
This offering memorandum has been prepared by CODELCO solely for use in connection with the
proposed offering of the securities described herein. This offering memorandum is personal to each offeree and
does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire
securities. We and the initial purchasers reserve the right to reject for any reason any offer to purchase any of the
notes.
This offering memorandum may only be used for the purposes of this offering.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or
future. CODELCO has furnished the information contained in this offering memorandum. The initial purchasers
have not independently verified any of the information contained herein (financial, legal or otherwise) and assume
no responsibility for the accuracy or completeness of any such information.
In making an investment decision, prospective investors must rely on their own examination of CODELCO
and the terms of the offering, including the merits and risks involved. Prospective investors should not construe
anything in this offering memorandum as legal, business or tax advice. Each prospective investor should consult its
own advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase
the securities under applicable legal investment or similar laws or regulations. Investors should be aware that they
may be required to bear the financial risks of this investment for an indefinite period of time.
This offering memorandum contains summaries believed to be accurate with respect to certain documents,
but reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to CODELCO or the initial purchasers, and at the office of the Luxembourg paying agent.
This Offering Memorandum constitutes a Prospectus for the purpose of the Luxembourg law dated July
10th, 2005 on Prospectus for Securities.
IN CONNECTION WITH THIS OFFERING, HSBC SECURITIES (USA) INC. OR J.P. MORGAN
SECURITIES LLC, OR ANY PERSON ACTING FOR EITHER OF THEM, MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED
PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION FOR HSBC
SECURITIES (USA) INC. OR J.P. MORGAN SECURITIES LLC, OR ANY PERSON ACTING FOR
EITHER OF THEM, TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this offering memorandum and the purchase, offer or sale of the notes and (2)
obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale by you of
the notes under the laws and regulations applicable to you in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales; neither we nor the initial purchasers shall have any responsibility
therefor. See "Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the
notes.
You acknowledge that:

ii





· you have been afforded an opportunity to request from us, and to review, all additional information considered
by you to be necessary to verify the accuracy of, or to supplement, the information contained in this offering
memorandum;
· you have not relied on the initial purchasers or any person affiliated with the initial purchasers in connection
with your investigation of the accuracy of such information or your investment decision; and
· no person has been authorized to give any information or to make any representation concerning us or the notes,
other than as contained in this offering memorandum and, if given or made, any such other information or
representation should not be relied upon as having been authorized by us or the initial purchasers.
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons
to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). Any notes will only be available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this offering memorandum or any of its contents.
To the extent that the offer of the notes is made in any European Economic Area ("EEA") Member State
that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member
State, the "Prospectus Directive") before the date of publication of a prospectus in relation to the notes which has
been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or,
where appropriate, published in accordance with the Prospectus Directive and notified to the competent authority in
that Member State in accordance with the Prospectus Directive), the offer (including any offer pursuant to this
document) is only addressed to qualified investors in that Member State within the meaning of the Prospectus
Directive or has been or will be made otherwise in circumstances that do not require the Company to publish a
prospectus pursuant to the Prospectus Directive.
See "Risk Factors" beginning on page 14 for a description of certain risks you should consider before
investing in the notes.
____________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, OR THE RSA, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PRUCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

iii





NOTE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements. We may from time to time make
forward-looking statements in our annual report, in prospectuses, press releases and other written materials and in
oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of
the media and others. Examples of these forward-looking statements include:
· projections of revenues, net income (loss), capital expenditures, dividends, capital structure or other financial
items or ratios;
· statements of our plans, objectives or goals, including those relating to anticipated trends, competition,
regulation and rates;
· statements about our future economic performance or that of Chile or other countries in which we have
investments; and
· statements of assumptions underlying these statements.
Words such as "believe," "could," "may," "will," "anticipate," "plan," "expect," "intend," "target,"
"estimate," "project," "potential," "predict," "forecast," "guideline," "should" and similar expressions are intended
to identify forward-looking statements, but are not the exclusive means of identifying these statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of
important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in these forward-looking statements. These factors, some of which are discussed under
"Risk Factors," include economic and political conditions and government policies in Chile or elsewhere, inflation
rates, exchange rates, regulatory developments and changes in Chilean law, customer demand, competition,
unanticipated mining and production problems, commodity prices, relations with employees and contractors,
variances in ore grade, adverse weather conditions and natural disasters. We caution you that the foregoing list of
factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those
in forward-looking statements.
You are cautioned not to place undue reliance on these forward-looking statements which reflect our views
only as of the date they are made, and we do not undertake any obligation to update them or publicly to release the
result of any revisions to these forward-looking statements in light of new information or future developments after
the date of this offering memorandum.

iv





ENFORCEABILITY OF CIVIL LIABILITIES
Corporación Nacional del Cobre de Chile (together with its consolidated subsidiaries, "CODELCO" or the
"Company") is a state-owned enterprise organized under the laws of Chile. All of its directors and executive
officers and certain experts named in this offering memorandum reside outside the United States (principally in
Chile) and all or a substantial portion of the assets of CODELCO and of such persons are located outside the United
States. As a result, it may not be possible for investors to effect service of process within the United States on, or
bring actions or enforce foreign judgments against, CODELCO or such persons in U.S. courts. In addition,
CODELCO has been advised by its Chilean counsel, Carey y Cía. Ltda., that no treaty exists between the United
States and Chile for the reciprocal enforcement of foreign judgments. There is also doubt as to the enforceability in
Chilean courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of the
U.S. federal securities laws. Chilean courts, however, have enforced judgments rendered in the United States by
virtue of the legal principles of reciprocity and comity, subject to the review in Chile of the U.S. judgment in order
to ascertain whether certain basic principles of due process and public policy have been respected, without
reviewing the merits of the subject matter of the case. Lastly, CODELCO has been advised by Carey y Cía. Ltda.
that there is doubt as to the enforceability in original actions in Chilean courts of liabilities predicated solely upon
U.S. federal securities laws.
The notes, the Fiscal and Paying Agency Agreement and the Purchase Agreement will provide that
CODELCO will appoint the Chilean consul in New York City as its agent upon whom process may be served in any
action arising out of or based upon, respectively, the notes, the Fiscal and Paying Agency Agreement, the Purchase
Agreement or the transactions contemplated thereby, which may be instituted in any federal or state court having
"subject matter" jurisdiction. See "Description of Notes."
Pursuant to the Chilean Mining Code, mining concessions as well as certain raw materials and other
property or assets permanently dedicated to the exploration or extraction of minerals cannot be subject to an order of
attachment, except with respect to mortgages or in the case that the debtor consents to the attachment in the same
enforcement proceeding. In addition, pursuant to the Chilean Constitution, mining concessions corresponding to
mining deposits exploited by CODELCO upon its creation in 1976 cannot be subject to attachment nor to any act of
disposition by CODELCO. As a result, the rights of holders to attach property of CODELCO in the event of a
default under the notes would be limited by such provisions. See "Regulatory Framework--Mining Regulations."

v





PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION
In this offering memorandum, references to "U.S.$," "$," "U.S. dollars" and "dollars" are to United States
dollars, references to "cents" are to United States cents (U.S.$0.01), references to "pesos" or "Ch$" are to Chilean
pesos and references to "UF" are to "Unidades de Fomento." The UF is an inflation-indexed Chilean monetary unit
which is linked to, and which is adjusted daily to reflect changes in, the Chilean consumer price index during the
preceding 30 days.
Pursuant to Oficio Circular 368 of October 2006, as amended, of the Superintendencia de Valores y
Seguros ("SVS"), or the Chilean Superintendency of Securities and Insurance, beginning in 2010, all companies
with publicly traded securities in Chile are required to prepare and report consolidated financial statements in
accordance with International Financial Reporting Standards ("IFRS") as adopted by the International Accounting
Standards Board (IASB). As of January 1, 2010, CODELCO no longer prepares financial statements in accordance
with generally accepted accounting principles in Chile ("Chilean GAAP"). CODELCO's first results reported under
IFRS were the unaudited interim financial statements as of and for the three-month period ended March 31, 2010.
Financial results for the fiscal year ended December 31, 2009 have been reconstructed according to IFRS in order to
make them comparable to our 2010 and 2011 financial statements.
The audited consolidated statements of financial position as of December 31, 2009, 2010 and 2011 and the
opening consolidated statement of financial position as of January 1, 2009 and the consolidated statements of
comprehensive income for the years ended December 31, 2009, 2010 and 2011 included herein (the "Year-end
Consolidated Financial Statements"), are presented in accordance with IFRS. The consolidated financial statements
for the year ended December 31, 2011 are referred to as the "2011 Year-end Consolidated Financial Statements."
The unaudited interim consolidated statements of financial position as of March 31, 2012 and the unaudited
consolidated statements of comprehensive income, changes in equity and cash flows for the three month periods
ended March 31, 2011 and 2012 (the "Unaudited Interim Consolidated Financial Statements") included in this
offering memorandum are presented in accordance with IFRS. The Unaudited Interim Consolidated Financial
Statements and the Year-end Consolidated Financial Statements are referred to together as the "Consolidated
Financial Statements."
Unless otherwise indicated, the Consolidated Financial Statements and other financial information
concerning CODELCO included herein are presented in U.S. dollars in conformity with Decree Law 1.350 of 1976,
as amended by Law 20.392 published in the Official Gazette on November 14, 2009, and for periods after January,
1, 2009, in accordance with IFRS. Decree Law 1.350 is the Chilean law pursuant to which CODELCO was created
and which provides for its governance.
Because the notes offered hereby have not been and will not be registered with the SEC, the Consolidated
Financial Statements do not and are not required to comply with the applicable requirements of the Securities Act,
and the related rules and regulations adopted by the SEC, which would apply if the notes offered hereby were being
registered with the SEC.
The U.S. dollar is the currency used in the primary economic environment in which CODELCO operates.
Nevertheless, as an international company operating primarily in Chile as well as in several other Latin American
countries, a portion of CODELCO's business is transacted in Chilean pesos and other non-dollar currencies.
Adjusted EBITDA data is included in this offering memorandum because such data is used by certain
investors to measure a company's ability to service debt and fund capital expenditures, and it is included herein for
convenience only. CODELCO calculates Adjusted EBITDA by adding interest expense, taxes (including income
and export taxes), depreciation and amortization to net income, in accordance with IFRS. Adjusted EBITDA is not
a measure of financial performance or liquidity under IFRS and should not be considered in isolation or as a
substitute for net income as a measure of operating performance, or as an alternative to cash flows as a measure of
liquidity. Additionally, the Company's calculation of Adjusted EBITDA may be different than the calculation used
by other companies, and therefore comparability may be affected.

vi





Under IFRS, gross profit is calculated before provision for the 10% special export tax payable by
CODELCO under Law 13.196, as well as the 5.7% mining tax that became effective in January 2006 pursuant to a
modification of Chilean Income Tax Law 824 (Decreto Ley 824). See also "Risk Factors--Risks Relating to
CODELCO's Relationship with the Chilean Government--CODELCO is subject to special taxes and distributions"
for information related to the mining tax rate effective in 2012.
Certain figures included in this offering memorandum and in the Consolidated Financial Statements have
been rounded for ease of presentation. Percentage figures included in this offering memorandum have in some cases
been calculated on the basis of such figures prior to rounding. For this reason, certain percentage amounts in this
offering memorandum may vary from those obtained by performing the same calculations using the figures in the
Consolidated Financial Statements. Certain other amounts that appear in this offering memorandum may not sum
due to rounding.
The Observed Exchange Rate (as defined herein under "Exchange Rates") reported by the Central Bank of
Chile as of December 30, 2011 was Ch$521.46 = U.S.$1.00, as of March 30, 2012 was Ch$489.76 = U.S.$1.00 and
as of July 9, 2012 was Ch$499.26 = U.S.$1.00. The Federal Reserve Bank of New York does not report a noon
buying rate for Chilean pesos. See "Exchange Rates."
All tonnage information in this offering memorandum is expressed in metric tons and all references to
ounces are to troy ounces, in each case, unless otherwise specified. Tonnage information in this offering
memorandum does not include CODELCO's share of the El Abra deposit, which is mined by Sociedad Contractual
Minera El Abra, owned 49% by CODELCO and 51% by Cyprus El Abra Corporation (a subsidiary of Freeport
McMoRan Copper & Gold, Inc. ("Freeport McMoRan")), unless otherwise specified. Certain terms relating to the
copper mining business are defined in "Glossary of Certain Mining Terms."
Market information regarding CODELCO's share of copper production, reserves and relative cost position
has been derived by CODELCO from third-party sources, including reports of Brook Hunt & Associates, and from
CODELCO's own industry research. Brook Hunt & Associates publishes periodic reports containing global copper
production data and cost analysis by mine site. While CODELCO believes that its estimates are reliable, such
estimates have not been confirmed by independent sources. The Consolidated Financial Statements do not reflect
the value of CODELCO's mining concessions or its resources and reserves.
As used in this offering memorandum, "cash cost" is calculated in accordance with the methodology
specified by Brook Hunt & Associates for determination of C1 cost (cash cost) and includes all direct cash costs of
mining, including costs associated with extraction, leaching, smelting and further processing of copper ores into
refined metal, as well as labor, transportation and physical plant costs associated with those processes, net of income
from sales of by-products. Cash cost figures are given as nominal dollar amounts, usually expressed as cents per
pound, and exclude provisions, amortization, depreciation and central office costs. Cash cost is presented because it
is a widely used measure of costs, although it is not an IFRS or U.S. GAAP-based measure of cost. The Company
believes that cash cost, while providing useful information, should not be considered in isolation or as a substitute
for costs of sales, costs of selling and administrative expenses, or as an indicator of costs.
As used in this offering memorandum, "Chuquicamata," "Radomiro Tomic," "El Teniente," "Andina,"
"Salvador" and "Mina Ministro Hales" refer to the divisions of CODELCO, not the mines having those names,
unless otherwise required by context.
As used in this offering memorandum, the term "billion" means one thousand million (1,000,000,000).

vii





SUMMARY
This summary must be read as an introduction to this offering memorandum and any decision to invest in
the notes should be based on a consideration of the offering memorandum as a whole, including the documents
incorporated by reference.
The following summary is qualified in its entirety by the more detailed information and financial statements
appearing elsewhere in this offering memorandum. Unless otherwise indicated, financial information with respect
to CODELCO provided in this offering memorandum has been presented in U.S. dollars and prepared in
accordance with IFRS.
CODELCO is the world's largest copper producer and the largest company in Chile in terms of sales
(U.S.$17.51 billion in 2011). As of December 31, 2011, CODELCO's total assets and equity amounted to
U.S.$20.83 billion and U.S.$6.06 billion, respectively, without including the value of CODELCO's mining
concessions and ore deposits (as of March 31, 2012, such amounts were U.S.$21.30 billion and U.S.$6.53 billion,
respectively).
CODELCO engages primarily in the exploration, development and extraction of ores bearing copper and
by-products, the processing of ore into refined copper and the international sale of refined copper and by-products.
CODELCO is 100% owned by the Republic of Chile and controls approximately 9% of the world's proven and
probable copper reserves, as such term is defined by the U.S. Geological Survey.
In 2011, CODELCO had an estimated 11% share of total world copper production, with production of
approximately 1.80 million metric tons (including CODELCO's share of the El Abra deposit, which is mined by
Sociedad Contractual Minera El Abra, owned 49% by CODELCO and 51% by Cyprus El Abra Corporation, a
subsidiary of Freeport McMoRan) and an estimated 9% share of the world's molybdenum production, with
production of approximately 23,098 metric tons.
CODELCO's main commercial product is Grade A cathode copper. In 2011, CODELCO derived 90% of
its total sales from copper and 10% of its total sales from by-products of its copper production. For the three-month
period ended March 31, 2012, CODELCO derived 91% of its total sales from copper and 9% of its total sales from
by-products of its copper production.
CODELCO's sales of copper in 2011 were geographically diversified, with approximately 58% of sales
made to Asia, including 36% to China, 21% to Europe, 21% to North America and South America, and the
remainder to Oceania. CODELCO's top ten customers purchased approximately 31% of its total copper sales
volume in 2011.
CODELCO's copper operations are divided into seven divisions and, separately, CODELCO operates the
Gabriela Mistral Mine, which is referred to as Gabriela Mistral. In December 2010, CODELCO divided the former
CODELCO Norte Division into the Chuquicamata and Radomiro Tomic Divisions.
· The Chuquicamata Division operates the Chuquicamata mine, one of the largest copper producing mines in the
world, which began its operations in 1915 and currently includes smelting and refining capacities. In 2011, this
division produced 443,381 metric tons of copper cathodes, or 24.7% of CODELCO's total copper output
(including CODELCO's share of the El Abra deposit), with a cash cost of 110.8 cents per pound and a total
cash cost of U.S.$1,078 million.
· The Radomiro Tomic Division operates the Radomiro Tomic mine, which began its first full year of production
in 1998 and is the world's largest producer of copper using the SX-EW technology. In 2011, this division
produced 470,096 metric tons of copper cathodes, or 26.2% of CODELCO's total copper output (including
CODELCO's share of the El Abra deposit), with a cash cost of 100.3 cents per pound and a total cash cost of
U.S.$1,028 million.

1





· The El Teniente Division is the operator of El Teniente mine, which is the world's largest underground copper
mine and has been in operation for more than 100 years. The El Teniente Division includes the Caletones
smelter. In 2011, this division produced 400,294 metric tons of copper, or 22.3% of CODELCO's total copper
output (including CODELCO's share of the El Abra deposit), with a cash cost of 92.4 cents per pound and a
total cash cost of U.S.$810 million.
· The Andina Division operates the Andina and Sur-Sur mines with production split among open-pit and
underground mines. It does not have independent smelting capacity. Andina has been in operation since 1970
and produced 234,348 metric tons of copper in 2011, or 13.0% of CODELCO's total copper output (including
CODELCO's share of the El Abra deposit), with a cash cost of 127.9 cents per pound and a total cash cost of
U.S.$639 million.
· The Salvador Division includes the Salvador mine and concentrator and the smelter/refinery complex at
Potrerillos, which has a capacity to treat 671,000 metric tons of concentrate. Salvador produced 69,044 metric
tons of copper cathodes in 2011 from its own mine production, or 3.8% of CODELCO's total copper output
(not including CODELCO's share of the El Abra deposit), with a cash cost of 175.2 cents per pound and a total
cash cost of U.S.$267 million. CODELCO's Board of Directors has decided to phase out mining operations at
the Salvador mine by 2016, or by 2021 if warranted by market and operational conditions. The Potrerillos
smelter and refinery will continue to operate upon any cessation of the mining operations at Salvador.
· The Ventanas Division was created in connection with the acquisition of the Ventanas smelter/refinery complex
from the Republic of Chile's state-owned mining company Empresa Nacional de Minería ("ENAMI") in May
2005. The Ventanas smelter has a capacity to treat 400,000 metric tons of concentrate. Ventanas refined
401,509 metric tons of copper in 2011. Pursuant to the terms of the acquisition, CODELCO is required to
provide on market terms the necessary smelting and refining capacity for the treatment of copper concentrate
delivered by the small- and medium-sized mining industry that ENAMI serves.
· The Mina Ministro Hales Division was created in September 2010 for the operation of the Mina Ministro Hales
ore body, which is expected to begin operations starting at the end of 2013 and expected to produce an average
of 170,000 tons of copper per year and 287 tons of silver per year when in full operation in 2014.
CODELCO also operates Gabriela Mistral, which uses SX-EW technology. Gabriela Mistral produced its first
copper cathodes in May 2008 after a 26-month construction period at a cost of U.S.$1.03 billion. In 2011, this mine
produced 118,078 metric tons of copper, or 6.6% of CODELCO's total copper output (including CODELCO's share
of the El Abra deposit) with a cash cost of 163.5 cents per pound and a total cash cost of U.S.$432 million. The ore
body is located in Chile's Second Region and contains proven and probable reserves of 542 million metric tons of
oxidized mineral with a grade of 0.4% of total copper.
For a description of CODELCO's associations with other companies, see "Business and Properties--
Copper Production--Associations, Joint Ventures and Partnerships."
Competitive Strengths
CODELCO believes it has certain distinguishing competitive strengths:
· Copper Reserves. CODELCO controls approximately 9% of the world's proven and probable copper reserves.
In 2011, CODELCO's proven and probable reserves represented at least 34 years of future production at current
levels. According to the U.S. Geological Survey, CODELCO's proven and probable reserves increased from
57.1 million tons in 2010 to 60.5 million tons in 2011.
· Market Presence. CODELCO is the largest copper producer in the world, with an estimated 11% share of the
total world copper production, with 1.80 million metric tons (including CODELCO's share of the El Abra
deposit) of production in 2011. CODELCO is also one of the largest producers of molybdenum in the world,
with an estimated 9% share of total world molybdenum production, with 23,098 metric tons in 2011.

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