Bond Codelco 3.15% ( USP3143NBM58 ) in USD

Codelco

100 % ▲

Chile

USP3143NBM58 ( in USD )

3.15% per year ( payment 2 times a year)

14/01/2051

Prospectus brochure of the bond Corporación Nacional del Cobre de Chile USP3143NBM58 en USD 3.15%, maturity 14/01/2051

200 000 USD

500 000 000 USD

P3143NBM5

15/07/2026 ( In 158 days )

Codelco, or Corporación Nacional del Cobre de Chile, is a Chilean state-owned copper mining company, the world's largest copper producer.

Codelco (Corporación Nacional del Cobre de Chile) issued a USD 500,000,000 3.15% bond due January 14, 2051 (CUSIP: P3143NBM5, ISIN: USP3143NBM58), currently trading at 100% of par value, with a minimum trading increment of USD 200,000 and semi-annual coupon payments.

OFFERING MEMORANDUM
Corporación Nacional del Cobre de Chile
U.S.$500,000,000 3.150% Notes due 2051
The notes (the "notes") will bear interest at the rate of 3.150% per year and will mature on January 15, 2051. The
interest on the notes will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on
July 15, 2021.
We may redeem the notes at our option, in whole or in part, at any time and from time to time prior to the date that is
six months prior to the maturity date, at a redemption price equal to the greater of 100% of the outstanding principal
amount of the notes to be redeemed and a redemption price based on a "make-whole" premium, plus accrued and
unpaid interest to the date of redemption. In addition, we may redeem the notes at our option, in whole or in part, at
any time and from time to time, beginning on the date that is six months prior to the maturity date, at a redemption
price equal to 100% of the outstanding principal amount of the notes to be redeemed, plus accrued and unpaid
interest to the date of redemption. Upon the occurrence of specified events relating to Chilean tax law, we may
redeem the notes in whole, but not in part, at 100% of their principal amount, plus accrued and unpaid interest to the
date of redemption. See "Description of Notes--Tax Redemption" and "--Optional Redemption".
The notes constitute direct, general, unconditional, unsecured and unsubordinated obligations of Corporación
Nacional del Cobre de Chile ("CODELCO" or the "Company"). The notes rank without any preference among
themselves and equally with all other unsubordinated and unsecured obligations of CODELCO, other than certain
obligations granted preferential treatment pursuant to Chilean law. It is understood that this provision will not be
construed so as to require CODELCO to make payments under the notes ratably with payments being made under
any other obligations. See "Description of Notes--Ranking."
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. This Offering Memorandum constitutes a
"prospectus" for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 16, 2019
See "Risk Factors" beginning on page 16 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 (the "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 the transfer of the notes, see "Transfer Restrictions" and "Plan of
Distribution."
The notes are being offered pursuant to an exemption from the requirement to publish a prospectus under Regulation
(EU) 2017/1129 (as amended and supplemented from time to time, the "Prospectus Regulation"), of the European
Union, and this offering memorandum has not been approved by a competent authority within the meaning of the

Prospectus Regulation. The notes are not intended to be offered, sold, or otherwise made available to and should not
be offered, sold, or otherwise made available to any retail investor in the European Economic Area.
Concurrently with this offering, we are launching a cash tender offer for (a) any and all (the "Any and All Offer") of
our outstanding (i) U.S.$226,981,000 aggregate principal amount of 3.875% Notes due 2021 (the "2021 Notes"), (ii)
U.S.$412,475,000 aggregate principal amount of 3.000% Notes due 2022 (the "2022 Notes"), and (iii)
U.S.$465,871,000 aggregate principal amount of 4.500% Notes due 2023 (the "2023 Notes" and, together with the
2021 Notes and the 2022 Notes, the "Any and All Notes") and (b) up to an aggregate principal amount not to exceed
the lesser of (x) U.S.$700,000,000 and (y) the difference between U.S.$1,105,327,000, which is the aggregate
maximum principal amount of the Any and All Offer, and the aggregate principal amount of the Any and All Notes
validly tendered and accepted for purchase in the Any and All Tender Offer (the "Maximum Tender Offer" and,
together with the Any and All Offer, the "Tender Offers") of (i) U.S.$1,068,601,000 aggregate principal amount of
4.500% Notes due 2025 (the "2025 Notes") and (ii) U.S.$1,500,000,000 aggregate principal amount of 3.625%
Notes due 2027 (the "2027 Notes" and, together with the 2025 Notes and the Any and All Notes, the "Tender
Notes"), in each case, validly tendered and accepted by us on or before the expiration date of the applicable Tender
Offer. We intend to use the net proceeds from the sale of the notes (i) to pay the consideration for the Tender Offers
and accrued and unpaid interest on the Tender Notes, (ii) to pay fees and expenses incurred in connection with the
Tender Offers and (iii) the remainder, if any, for general corporate purposes. The Tender Offers are not being made
pursuant to this offering memorandum. The closing of the Tender Offers is contingent upon the closing of this
offering.
Issue price per note: 99.554% plus accrued interest, if any, from December 14, 2020.
Delivery of the notes was made 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, S.A., Luxembourg ("Clearstream") on or about December 14, 2020.
Joint Book-Running Managers
BofA Securities
J.P. Morgan
Mizuho Securities
Scotiabank
The date of this offering memorandum is January 7, 2021.

We have not, and the initial purchasers have not, authorized anyone to provide any information
other than that contained in this offering memorandum. We and the initial purchasers take no responsibility
for, and can provide no assurance as to the reliability of, any other 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 (i) the information contained in this offering
memorandum is true and accurate in all material respects, (ii) the opinions and intentions expressed herein are
honestly held and (iii) 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
Risk Factors ................................................................................................................................................................. 15
Use of Proceeds ........................................................................................................................................................... 29
Capitalization ............................................................................................................................................................... 30
Exchange Rates ........................................................................................................................................................... 32
Selected Consolidated Financial Data ......................................................................................................................... 33
Selected Operating Data .............................................................................................................................................. 37
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 39
Business and Properties ............................................................................................................................................... 63
Overview of the Copper Market .................................................................................................................................. 88
Regulatory Framework ................................................................................................................................................ 91
Management ................................................................................................................................................................ 97
Related Party Transactions ........................................................................................................................................ 101
Foreign Investment and Exchange Controls in Chile ................................................................................................ 103
Description of Notes .................................................................................................................................................. 104
Taxation ..................................................................................................................................................................... 117
Plan of Distribution ................................................................................................................................................... 121
Transfer Restrictions .................................................................................................................................................. 127
Validity of the Notes .................................................................................................................................................. 130
Independent Auditors ................................................................................................................................................ 131
Glossary of Certain Mining Terms ............................................................................................................................ 132
General Information .................................................................................................................................................. 136
Financial Statements .................................................................................................................................................. 139
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.
i

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 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.
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 (i)
upon request to CODELCO or the initial purchasers and (ii) at the office of the paying agent.
IN CONNECTION WITH THIS OFFERING, BOFA SECURITIES, INC., J.P. MORGAN
SECURITIES LLC, MIZUHO SECURITIES USA LLC, SCOTIA CAPITAL (USA) INC., OR ANY
PERSON ACTING FOR ANY 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 BOFA SECURITIES, INC., J.P. MORGAN SECURITIES
LLC, MIZUHO SECURITIES USA LLC, SCOTIA CAPITAL (USA) INC., OR ANY PERSON ACTING
FOR ANY 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: (i) 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
(ii) 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.
The notes are subject to restrictions on resale and transfer as described under "Transfer Restrictions." By
purchasing the notes, you will be deemed to have made certain acknowledgments, representations and agreements as
described under "Transfer Restrictions." You may be required to bear the financial risks of investing in the notes for
an indefinite period of time.
You acknowledge that:
· 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;

ii

· you have made your own assessment concerning the relevant tax, legal, currency and other considerations
relevant to investment in the notes;
· you have sufficient knowledge and experience to be capable of evaluating the merits and risks of a
prospective investment in the notes; 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 for distribution only to persons who (i) have professional experience in
matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom (the "UK"),
or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This
offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to which this offering memorandum relates is available
only to and 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.
The notes are not intended to be offered, sold, or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the UK. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive
(EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where the customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes
or otherwise making them available to retail investors in the EEA or in the UK, has been prepared and therefore the
offering or selling of the notes or otherwise making them available to any retail investor in the EEA or in the UK
may be unlawful under the PRIIPs Regulation.
See "Risk Factors" beginning on page 16 for a description of certain risks you should consider before
investing in the notes.

iii

NOTE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements. We may from time to time make
forward-looking statements in (i) our annual report; (ii) prospectuses, press releases and other written materials; or
(iii) 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, profit (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," "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, natural disasters and the duration and severity of the recent
outbreak of coronavirus ("COVID-19") and its potential impact on our business. 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
CODELCO 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 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 indenture 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 indenture, 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, in the case that the debtor consents to the attachment in the same
enforcement proceeding or when the debtor is a stock corporation. In addition, pursuant to the Chilean constitution
(the "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."

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PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION
In this offering memorandum, references to "U.S.$," "$," "U.S. dollars" and "dollars" are to United States
dollars and 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." References to "AUD" are to Australian
dollars. References to "HKD" are to Hong Kong dollars. The UF is an inflation-indexed Chilean monetary unit that
is linked to, and adjusted daily to reflect changes in, the Chilean consumer price index during the preceding 30 days.
References to "euro" or "" are to the legal currency of the European Economic and Monetary Union.
Pursuant to Circular N° 368 (Oficio Circular N° 368) of October 2006, as amended, of the Comisión para
el Mercado Financiero (the Chilean securities authority, or "CMF"), since 2010, all companies with publicly traded
securities in Chile have been required to prepare and report consolidated financial statements in accordance with
International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board
("IASB").
The audited consolidated financial statements as of and for the years ended December 31, 2017 and 2018
and the audited consolidated financial statements as of and for the years ended December 31, 2018 and 2019
included herein are referred to as the "2017-2018 Consolidated Financial Statements" and the "2018-2019
Consolidated Financial Statements," respectively. The 2017-2018 Consolidated Financial Statements and the
2018-2019 Consolidated Financial Statements (together, the "Audited Annual Consolidated Financial Statements")
are presented in accordance with IFRS issued by the IASB.
The unaudited interim consolidated financial statements as of September 30, 2020 and for the nine-month
periods ended September 30, 2019 and 2020 included herein (the "Unaudited Interim Consolidated Financial
Statements") are presented in accordance with IAS 34 "Interim Financial Reporting." The Unaudited Interim
Consolidated Financial Statements and the Audited Annual Consolidated Financial Statements are referred to
together as the "Consolidated Financial Statements."

The accounting policies adopted in the preparation of the Unaudited Interim Consolidated Financial
Statements are consistent with those applied in the preparation of the 2018-2019 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 Diario Oficial de la República de Chile (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, this offering
memorandum does not and is 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, several European countries and China, a portion of CODELCO's business is transacted in Chilean pesos
and other non-dollar currencies.
The body of generally accepted accounting principles is commonly referred to as "GAAP." A non-GAAP
financial measure is generally defined by the SEC as one that purports to measure historical or future financial
performance, financial position or cash flows but: (i) excludes amounts, or is subject to adjustments that have the
effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in
accordance with GAAP in the issuer's statement of income, balance sheet or statement of cash flows (or equivalent
statements); or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measure so calculated and presented.

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In this offering memorandum, CODELCO discloses several non-GAAP financial measures, including
"Adjusted EBIT," "Adjusted EBITDA," "cash cost," "total costs and expenses" and "financial debt." Adjusted EBIT
is calculated by adding finance cost, impairment charges and income tax expense to profit (loss) for the period.
Adjusted EBITDA is calculated by adding finance cost, income tax expense, depreciation and amortization of assets
plus export taxes and impairment charges to profit (loss) for the period. Impairments include charges and reversals
related to charges of investment projects, research projects and investment in associates and joint ventures and
exclude impairment charges related to definitely-lived tangible assets which show indicators of impairment under
International Accounting Standard N° 36. Cash cost is calculated in accordance with the methodology specified by
Brook Hunt & Associates for the 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, electricity, diesel, finance costs, third-party services, other costs, transportation and physical
plant costs associated with those processes, net of income from sales of byproducts. Cash cost is presented as a
nominal dollar amount, usually expressed as cents per pound, and excludes provisions, amortization, depreciation
and central office costs. Financial debt is calculated as loans from financial institutions plus bonds issued. Total debt
to capitalization includes total financial debt divided by total financial debt plus total equity.
Adjusted EBIT and Adjusted EBITDA data are included in this offering memorandum because such data
are used by investors to assess: (i) the operating trends and financial performance of the Company and (ii) the ability
of the Company to (a) service its existing debt, (b) incur new debt and (c) fund its capital expenditures.
CODELCO believes that Adjusted EBIT and Adjusted EBITDA, while providing useful information,
should not be considered in isolation or as a substitute for profit for the period as an indicator of operating
performance or as an alternative to cash flow as a measure of liquidity. Adjusted EBIT and Adjusted EBITDA are
not measures of financial performance in accordance with IFRS. Additionally, CODELCO's calculation of Adjusted
EBIT and Adjusted EBITDA may differ from the calculation used by other companies and, therefore, comparability
may be affected.
Cash cost is disclosed in this offering memorandum because it is a widely used measure of costs in the
mining industry. CODELCO believes that cash cost, while providing useful information, should not be considered in
isolation or as a substitute for cost of sales, cost of selling and administrative expenses or as an indicator of costs.
Cash cost is not a measure of financial performance in accordance with IFRS.
CODELCO also presents certain ratios and margins that are derived using Adjusted EBITDA, including the
ratio of debt to Adjusted EBITDA, the Adjusted EBITDA coverage ratio and earnings to fixed charges (adjusted).
CODELCO believes that these ratios are widely used by investors to measure our performance. In the section titled
"Summary Consolidated Financial Data," CODELCO provides a reconciliation of Adjusted EBIT and Adjusted
EBITDA to profit, along with the ratio of debt to Adjusted EBITDA, Adjusted EBITDA coverage ratios and ratio of
earnings to fixed charges (adjusted), for the relevant periods.
Under the accounting policies adopted by CODELCO, gross profit is calculated before the provision for a
10% special export tax. Under Law N° 13,196 (the "Copper Reserve Law"), CODELCO is required to pay a special
export tax on the sales revenues that CODELCO derives from the export of copper sourced and related byproducts
produced by CODELCO. In addition, CODELCO is subject to a mining tax at progressive rates of between 5% and
14% in accordance with Law N° 20,026. These taxes are included in "other expenses" by function. See "Risk
Factors--Risks Relating to CODELCO's Relationship with the Government of Chile--CODELCO is subject to
special taxes" for additional information on these special taxes, including the mining tax rate effective for 2017,
2018 and 2019.
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.

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#93837554v8

The Observed Exchange Rate (as defined herein under "Exchange Rates") reported by the Central Bank of
Chile (i) as of January 2, 2018 was Ch$614.75 = U.S.$1.00; (ii) as of January 2, 2019 was Ch$694.77 = U.S.$1.00;
(iii) as of September 30, 2019 was Ch$725.68 = U.S.$1.00; (iv) as of January 2, 2020 was Ch$748.74 = U.S.$1.00
and (v) as of September 30, 2020 was Ch$784.46 = U.S.$1.00. The Federal Reserve Bank of New York does not
report a noon buying rate for Chilean pesos. See "Exchange Rates."
In this offering memorandum, all tonnage information is expressed in metric tons and all references to
ounces are to troy ounces, in each case, unless otherwise specified. Except where otherwise noted, tonnage
information in this offering memorandum does not include: (i) CODELCO's 49% direct share of the El Abra
deposit, which is mined by Sociedad Contractual Minera El Abra and 51% owned by Cyprus El Abra Corporation, a
subsidiary of Freeport-McMoRan Inc., or (ii) CODELCO's 20% share of Anglo American Sur S.A. ("Anglo
American Sur"), unless otherwise specified. See "Business and Properties--Copper Production--Associations, Joint
Ventures and Partnerships--SCM El Abra" and "--Anglo American Sur" for a description of these interests.
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 from 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
necessarily reflect the value of CODELCO's mining concessions or its resources and reserves. Fair value of mining
properties acquired through business combinations is reflected in the Consolidated Financial Statements when
acquired.
As used in this offering memorandum, "Chuquicamata," "Radomiro Tomic," "Gabriela Mistral,"
"El Teniente," "Andina," "Salvador," "Mina Ministro Hales" and "Ventanas" refer to 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).

viii

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Document Outline

#3">TABLE OF CONTENTS
#6">NOTE REGARDING FORWARD-LOOKING STATEMENTS
#7">ENFORCEABILITY OF CIVIL LIABILITIES
#8">PRESENTATION OF FINANCIAL AND STATISTICAL INFORMATION
#11">SUMMARY
#13">Competitive Strengths
#14">Business Strategy
#15">Recent Developments
- #15">Impact of COVID-19
- #16">Prepayment of Debt
  - #16">On December 2, 2020, CODELCO prepaid its outstanding U.S.$300 million loan with Export Development Canada due July 17, 2022, and its outstanding U.S.$300 million loan with Scotiabank & Trust (Cayman) Ltd. due April 13, 2022 (collectively, the Prepaym...
- #16">Appointment of New Executives
- #16">Concurrent Tender Offer
#17">Corporate Information
#18">The Offering
#22">SUMMARY CONSOLIDATED FINANCIAL DATA
#26">RISK FACTORS
- #26">Risks Relating to CODELCOs Operations
- #26">Developments relating to the COVID-19 pandemic may have a material adverse impact on CODELCOs operations.
  - #26">CODELCO has in the past recognized significant impairment charges for certain assets and, if market and industry conditions deteriorate, further impairment charges may be recognized.
  - #27">CODELCO faces competition in the copper market from other copper producers.
  - #27">Most of CODELCOs copper output is dependent upon production from three of its main mining complexes.
  - #28">The business of mining is subject to risks, some of which are not completely insurable.
  - #28">CODELCOs water supply could be affected by geological changes or environmental regulations.
  - #28">CODELCOs compliance with environmental, health and safety laws may require increased costs, including capital commitments, and non-compliance may subject it to significant penalties.
  - #30">CODELCO is subject to legal proceedings and legal compliance risks that may adversely impact its financial condition, results of operations and liquidity.
  - #30">Earthquake damage to CODELCOs properties and operations could negatively affect CODELCOs results.
  - #30">Future compliance with a changing and complex regulation scheme may require changes in CODELCOs business.
  - #31">CODELCOs business plans are based on estimates of the volume and grade of CODELCOs ore deposits, which could be incorrect.
  - #31">CODELCOs business requires substantial capital expenditures.
  - #31">CODELCOs future performance depends on the results of current and future innovation and exploration.
  - #31">CODELCO has experienced high energy costs and may experience higher energy costs in the future.
  - #32">Any interruption or destruction or loss of data in CODELCOs information technology systems due to technical or operational malfunctions or cyber-attacks could have a material adverse effect on its reputation, business, financial condition and result...
  - #32">Labor disruptions involving CODELCOs employees or the employees of its independent contractors could affect CODELCOs production levels and costs.
  - #33">CODELCO is subject to an extensive labor reform law promulgated by the Government of Chile that could affect its business and operating results in the future.
  - #33">CODELCO engages in hedging activity from time to time, particularly with respect to its copper production, which may not be successful and may result in losses to CODELCO.
  - #34">Global economic, political and regulatory developments may adversely affect CODELCO.
- #34">Risks Relating to CODELCOs Relationship with the Government of Chile
  - #34">Important corporate governance matters, the annual budget and financing programs are determined by or subject to the approval of the President of Chile and the Ministries of Finance and Mining.
  - #35">CODELCOs funding through retention of profits is restricted and is subject to the approval of the Ministries of Finance and Mining.
  - #35">CODELCO is subject to special taxes.
  - #36">Constitutional amendments could be proposed that would allow private ownership of CODELCO.
- #36">Risks Relating to Chile
  - #36">CODELCOs growth and profitability depend on political stability and economic activity in Chile and other emerging markets.
  - #37">CODELCOs business performance is subject to the effects of inflation and changes in the value of the peso.
- #37">Risks Relating to the Offering
  - #37">In case of a default under the notes, the ability of holders to attach property of CODELCO may be limited by Chilean law.
  - #38">CODELCO is permitted to incur additional indebtedness ranking equally to the notes or certain secured indebtedness.
  - #38">If certain changes to tax law were to occur, CODELCO would have the option to redeem the notes.
  - #38">Our obligations under the notes will be subordinated to certain statutory liabilities.
  - #38">The market value of the notes may depend on economic conditions in other countries over which CODELCO has no control.
  - #38">The transferability of the notes may be limited by the absence of an active trading market and restrictions on transfer under applicable securities law.
  - #39">We cannot assure you that our credit rating, or the credit ratings for the notes, will not be lowered, suspended or withdrawn by the rating agencies.
  - #39">Payments claimed in Chile on the notes, pursuant to a judgment or otherwise, may be in pesos.
#40">USE OF PROCEEDS
#41">CAPITALIZATION
#43">EXCHANGE RATES
#44">SELECTED CONSOLIDATED FINANCIAL DATA
#48">SELECTED OPERATING DATA
#50">MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- #50">Overview
- #53">Impact of COVID-19
- #53">Results of Operations for the Nine-month Periods Ended September 30, 2019 and 2020
- #56">Results of Operations for the Three Years Ended December 31, 2019
- #60">Liquidity and Capital Resources
- #69">Controls and Procedures
- #69">New Accounting Standards
- #71">Critical Accounting Estimates
#74">BUSINESS AND PROPERTIES
- #76">Copper Production
  - #76">General
  - #77">Operations
  - #80">El Teniente Division
  - #81">Radomiro Tomic Division
  - #81">Chuquicamata Division
  - #82">Mina Ministro Hales Division
  - #82">Gabriela Mistral Division
  - #83">Andina Division
  - #84">Salvador Division
  - #84">Ventanas Division
  - #85">Associations, Joint Ventures and Partnerships
- #89">Geological Resources
- #89">Mineral Resources
- #89">Ore Reserves
- #91">Resource Development
- #92">Production Costs of Copper
- #93">Marketing
  - #93">General
  - #94">Pricing and Hedging
  - #94">Major Export Customers
- #95">Competition
- #95">Employees
- #97">Occupational Health and Safety
- #97">Comptroller General of the Republic
- #97">Legal Proceedings
#99">OVERVIEW OF THE COPPER MARKET
- #101">Opportunities for Copper
#102">REGULATORY FRAMEWORK
- #102">Overview of the Regulatory Regime
- #103">Mining Regulations
- #104">Environmental Regulations
- #107">Enforceability of Obligations
- #107">Payment of Obligations
- #107">Statutory Documents
#108">MANAGEMENT
- #110">Directors and Executive Officers
- #111">Committees of the Board of Directors
  - #111">Audit, Benefits and Ethics Committee (Comité de Auditoría, Compensaciones y Ética)
  - #111">Projects and Investment Committee (Comité de Proyectos y Financiamiento de Inversiones)
  - #111">Management Committee (Comité de Gestión)
  - #111">Sustainability Committee (Comité de Sustentabilidad)
  - #111">Science, Technology and Innovation Committee (Comité de Ciencias, Tecnología e Innovación)
#112">RELATED PARTY TRANSACTIONS
#114">FOREIGN INVESTMENT AND EXCHANGE CONTROLS IN CHILE
#115">DESCRIPTION OF NOTES
- #115">General
- #115">Ranking
- #116">Registration, Form and Delivery
- #116">The Global Notes
  - #116">Rule 144A Global Note
  - #116">Regulation S Global Note
  - #117">Exchanges Among the Global Notes
  - #117">Certain Book-Entry Procedures for the Global Notes
  - #119">Certificated Notes
- #119">Covenants
  - #119">Consolidation, Merger, Conveyance, Sale or Lease
  - #119">Limitation on Liens
  - #120">Limitation on Sale-and-Lease-Back Transactions
  - #121">Periodic Reports
  - #121">Events of Default
- #122">Payment of Additional Amounts
- #123">Redemption
  - #123">Optional Redemption
  - #124">Tax Redemption
- #125">Notices
- #125">Replacement of Notes
- #125">Modification of the Indenture
- #126">Defeasance and Covenant Defeasance
- #126">Governing Law; Submission to Jurisdiction; Sovereign Immunity
- #127">Further Issues of Notes
#128">Taxation
- #128">General
- #128">Chilean Taxation
- #129">United States Taxation
- #131">The Proposed Financial Transaction Tax
#132">PLAN OF DISTRIBUTION
- #133">Notice to Prospective Investors in the European Economic Area (EEAŽ) and the United Kingdom
  - #133">a retail investor means a person who is one (or more) of:
    - #133">(i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID IIŽ); or
    - #133">(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the Insurance Distribution DirectiveŽ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
- #134">Notice to Prospective Investors in Canada
- #134">Notice to Prospective Investors in Hong Kong
- #134">Notice to Prospective Investors in Italy
- #135">Notice to Prospective Investors in Japan
- #135">Notice to Prospective Investors in Singapore
- #136">Notice to Prospective Investors in Switzerland
- #136">Notice to Prospective Investors in Chile
- #136">Notice to Prospective Investors in China
- #136">Notice to Prospective Investors in the Dubai International Financial Centre
- #136">Notice to Prospective Investors in Taiwan
- #137">Notice to Prospective Investors in the Republic of Korea
#138">TRANSFER RESTRICTIONS
#141">VALIDITY OF THE NOTES
#142">INDEPENDENT AUDITORS
#143">GLOSSARY OF CERTAIN MINING TERMS
#147">GENERAL INFORMATION
- #147">Authorization
- #147">Litigation
- #147">Clearing
- #147">Listing
- #148">Financial Condition
#509">THE ISSUER