Bond Codealco 2.25% ( XS1084942470 ) in EUR

Codealco

100 % ▲

Chile

XS1084942470 ( in EUR )

2.25% per year ( payment 1 time a year)

08/07/2024 - Bond has expired

Prospectus brochure of the bond Codelco XS1084942470 in EUR 2.25%, expired

100 000 EUR

600 000 000 EUR

Codelco is a Chilean state-owned copper mining company, the world's largest copper producer.

The Bond issued by Codealco ( Chile ) , in EUR, with the ISIN code XS1084942470, pays a coupon of 2.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 08/07/2024

OFFERING MEMORANDUM

600,000,000

Corporación Nacional del Cobre de Chile
2.250% Notes due 2024

The notes will bear interest at the rate of 2.250% per year and will mature on July 9, 2024. The interest on the notes will be payable
on July 9 of each year, beginning on July 9, 2015. The notes 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 (the "Euro MTF Market"). This Listing Memorandum constitutes a "prospectus" for the
purposes of the Luxembourg Act dated July 10 2005 on prospectuses for securities, as amended. The Euro MTF Market is not a
regulated market for purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
This document may not be used for or in connection with an offer to, or a solicitation by, anyone in any jurisdiction or in any
circumstances in which such offer or solicitation is not authorized or is unlawful. This document has not been approved by any
regulatory authority in the European Economic Area and has not been prepared in accordance with EC Prospectus Directive
2003/71/EC, as amended, and the EC Prospectus Regulation 2012/486/EC.
See "Risk Factors" beginning on page 13 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 nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus supplement is truthful or complete. 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 registered global form only and deposited with a common depositary for Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream") on or about July 9, 2014.

Issue price: 98.707% plus accrued interest, if any, from July 9, 2014.

Joint Book-Running Managers
Deutsche Bank HSBC
Santander

The date of this offering memorandum is July 15, 2014.

We have not authorized anyone to provide any information other than that contained in this offering
memorandum. We 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 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 .............................................................................................................. v
Enforceability of Civil Liabilities .................................................................................................................................vi
Presentation of Financial and Statistical Information ................................................................................................. vii
Summary........................................................................................................................................................................ 1
Summary Consolidated Financial Data ....................................................................................................................... 10
Risk Factors ................................................................................................................................................................. 13
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 ............................................................................................................................................... 55
Overview of the Copper Market .................................................................................................................................. 80
Regulatory Framework ................................................................................................................................................ 83
Management ................................................................................................................................................................ 89
Related Party Transactions .......................................................................................................................................... 92
Foreign Investment and Exchange Controls in Chile .................................................................................................. 93
Description of Notes .................................................................................................................................................... 94
Taxation ..................................................................................................................................................................... 105
Plan of Distribution ................................................................................................................................................... 111
Transfer Restrictions .................................................................................................................................................. 116
Validity of the Notes .................................................................................................................................................. 119
Independent Auditors ................................................................................................................................................ 120
Glossary of Certain Mining Terms ............................................................................................................................ 121
General Information .................................................................................................................................................. 125
Unaudited Interim Consolidated Financial Statements .............................................................................................. F-1
Consolidated Financial Statements for the Years Ended December 31, 2012 and 2013 ....................................... F-112
Consolidated Financial Statements for the Years Ended December 31, 2011 and 2012 ....................................... F-229

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 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.
IN CONNECTION WITH THE ISSUE OF THE NOTES, HSBC BANK PLC AS STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE SUCH STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN AT ANY TIME AFTER THE ADEQUATE
PUBLIC DISCLOSURE OF THE OFFER OF THE NOTES AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE
OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
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.

ii

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;
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.
See "Risk Factors" beginning on page 13 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.
____________________
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
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.
____________________
NOTICE TO PROSEPCTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that any offer of notes in any Member State of
the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus

iii

for offers of notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of the offering contemplated in this offering memorandum may only do so in
circumstances in which no obligation arises for the Company, or any of the initial purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive, in relation to such offer. Neither the Company, nor the initial
purchasers have authorized, nor do they authorize, the making of any offer of notes in circumstances in which an
obligation arises for the Company or the initial purchasers to publish a prospectus for such offer. Neither the
Company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of notes through
any financial intermediary, other than offers made by the initial purchasers, which constitute the final placement of
the notes contemplated in this offering memorandum. The expression Prospectus Directive means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.

iv

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.

v

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 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, 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,
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."

vi

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." 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. References to "euro" or "" are to the legal currency of the European Economic and
Monetary Union.
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").
The audited consolidated statements of financial position as of December 31, 2011, 2012 and 2013, and the
consolidated statements of comprehensive income for the years ended December 31, 2011, 2012 and 2013 included
herein (the "Year-end Consolidated Financial Statements"), are presented in accordance with IFRS as issued by the
IASB. The consolidated financial statements for the years ended December 31, 2012 and 2013 are referred to as the
"2012-2013 Year-end Consolidated Financial Statements."
The unaudited interim consolidated statements of financial position as of March 31, 2014 and the unaudited
consolidated statements of comprehensive income, changes in equity and cash flows for the three-month periods
ended March 31, 2013 and 2014 (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."
The accounting policies adopted in the preparation of the Unaudited Interim Consolidated Financial
Statements are consistent with those applied in the preparation of the Year-end Consolidated Financial Statements
for the year ended December 31, 2013. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--New Accounting Standards."
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. Adjusted EBITDA is calculated by adding finance income (expense), net, income tax expense,
depreciation and amortization plus export taxes to net income, in each case determined in accordance with IFRS as
issued by the IASB. Adjusted EBITDA is presented because it is a widely accepted indicator of funds available to
service debt, although it is not an IFRS-based measure of liquidity or performance. The Company believes that

vii

Adjusted EBITDA, while providing useful information, should not be considered in isolation or as a substitute for
net income as an indicator of operating performance, or as an alternative to cash flow 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.
Under IFRS, gross profit is calculated before provision for the 10% special export tax payable by
CODELCO under Law 13.196, as well as a mining tax at progressive rates of between 5% and 14% 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 2013 and estimated from
2014.
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, 2013 was Ch$523.76 = U.S.$1.00, as of March 31, 2014 was Ch$550.53 = U.S.$1.00 and
as of July 1, 2014 was Ch$552.72 = 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")) or CODELCO's indirect 20% share of Anglo American
Sur S.A. ("Anglo American Sur"), unless otherwise specified. See "Business and Properties--Associations, Joint
Ventures and Partnerships--SCM El Abra" and "Business and Properties--Associations, Joint Ventures and
Partnerships--Anglo American Sur" for a description of these joint ventures. 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," "Gabriela Mistral," "El
Teniente," "Andina," "Salvador", "Mina Ministro Hales" and "Ventanas" 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).

viii

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.
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 revenues
(U.S.$14.96 billion in 2013). As of December 31, 2013, CODELCO's total assets and equity amounted to
U.S.$33.36 billion and U.S.$12.40 billion, respectively, without including the value of CODELCO's mining
concessions and ore deposits (as of March 31, 2014, such amounts were U.S.$34.08 billion and U.S.$12.31 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 Chile and controls approximately 9% of the world's proved and probable copper
reserves, as such terms are defined by the U.S. Geological Survey.
In 2013, CODELCO had an estimated 10% share of total world copper production, with production of
approximately 1.79 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 CODELCO's share of Anglo American Sur (of which CODELCO owns a
20% indirect share), and an estimated 9% share of the world's molybdenum production, with production of
approximately 23,043 metric tons excluding CODELCO's share of Anglo American Sur.
CODELCO's main commercial product is Grade A cathode copper. In 2013, CODELCO derived 93% of
its total sales from copper and 7% of its total sales from by-products of its copper production. For the three-month
period ended March 31, 2014, CODELCO derived 92% of its total sales from copper and 8% of its total sales from
by-products of its copper production.
CODELCO's sales of copper in 2013 were geographically diversified, with approximately 59% of sales
made to Asia, including 41% to China, 15% to Europe, 26% to North and South America. CODELCO's top ten
customers purchased approximately 35% of its total copper sales volume in 2013.
CODELCO's copper operations are divided into eight divisions. In September 2010, CODELCO created
the Mina Ministro Hales Division, which operates the Mina Ministro Hales ore body. In December 2010,
CODELCO divided the former CODELCO Norte Division into the Chuquicamata and Radomiro Tomic Divisions.
CODELCO's divisions consist of the following:
· 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 2013, this division produced 339,012 metric tons of copper cathodes, or 18.9% of
CODELCO's total copper output (including CODELCO's share of the El Abra deposit and Anglo
American Sur), with a cash cost of 165.8 cents per pound, compared to 193.4 cents per pound in 2012,
and a total cash cost of U.S.$1,228 million, compared to U.S.$1,503 million in 2012. For the first
three months of 2014, this division had a cash cost of 144.8 cents per pound and a total cash cost of
U.S.$240 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
2013, this division produced 379,589 metric tons of copper cathodes, or 21.2% of CODELCO's total
copper output (including CODELCO's share of the El Abra deposit and Anglo American Sur), with a

1

Document Outline

#1">Corporación Nacional del Cobre de Chile
#1">2.250% Notes due 2024
#1">Joint Book-Running Managers
#2">TABLE OF CONTENTS
#4">Notice to New Hampshire Residents
#7">ENFORCEABILITY OF CIVIL LIABILITIES
#10">SUMMARY
#12">Competitive Strengths
#13">Business Strategy
#14">Recent Developments
#14">Corporate Information
#15">The Offering
#18">Risk Factors
#19">SUMMARY CONSOLIDATED FINANCIAL DATA
#22">RISK FACTORS
#22">Risks Relating to CODELCOs Operations
#22">CODELCOs business is highly dependent upon the price of copper.
#22">CODELCO faces competition in the copper market from other copper producers.
#22">Most of CODELCOs copper output is dependent upon production from three of its main mining complexes.
#23">The business of mining is subject to risks, some of which are not completely insurable.
#25">CODELCOs business requires substantial capital expenditures.
#25">Future performance of the Company depends on the results of current and future innovation and exploration.
#25">CODELCO has experienced high energy costs and may experience higher energy costs in the future.
#28">Risks Relating to CODELCOs Relationship with the Chilean Government
#29">CODELCO is subject to special taxes and distributions.
#29">Constitutional amendments could be proposed that would allow private ownership of CODELCO.
#29">Risks Relating to Chile
#29">CODELCOs business performance is subject to the effects of inflation and changes in the value of the peso.
#30">Source: Chilean National Institute of Statistics
#30">Risks Relating to the Offering
#31">If certain changes to tax law were to occur, CODELCO would have the option to redeem the notes.
#31">Our obligations under the notes will be subordinated to certain statutory liabilities.
#34">USE OF PROCEEDS
#35">CAPITALIZATION
#36">EXCHANGE RATES
#37">SELECTED CONSOLIDATED FINANCIAL DATA
#40">SELECTED OPERATING DATA
#41">Adoption of IFRS
#41">Overview
#44">Results of Operations for the Three-Month Periods ended March 31, 2013 and 2014
#47">Results from Operations for the Three Years Ended December 31, 2013
#50">Liquidity and Capital Resources
#64">BUSINESS AND PROPERTIES
#65">Copper Production
#65">General
#66">Operations
#69">Projected Capital Expenditures by Division 2014-2018
#69">Chuquicamata Division
#70">Radomiro Tomic Division
#71">Gabriela Mistral Division
#71">El Teniente Division
#72">Andina Division
#73">Salvador Division
#74">Associations, Joint Ventures and Partnerships
#79">Resources and Reserves
#79">Geological Resources
#79">Mineral Resources
#79">Ore Reserves
#83">Marketing
#83">General
#84">Pricing and Hedging
#84">Major Export Customers
#85">Competition
#85">Employees
#87">Number of Employees by Division(1)
#90">Copper Prices and Inventories on Commodities Exchanges
#91">Opportunities for Copper
#92">REGULATORY FRAMEWORK
#92">Overview of the Regulatory Regime
#93">Mining Regulations
#93">Environmental Regulations
#96">Enforceability of Obligations
#96">Payment of Obligations
#97">Statutory Documents
#98">MANAGEMENT
#99">Directors and Executive Officers
#100">Committees of the Board of Directors
#100">Audit, Benefits and Ethics Committee (Comité de Auditoría, Compensaciones y Ética)
#100">Projects and Investment Committee (Comité de Proyectos y Financiamiento de Inversiones)
#100">Management Committee (Comité de Gestión)
#100">Corporate Governance and Sustainability Committee (Comité de Gobierno Corporativo y Sustentabilidad)
#101">RELATED PARTY TRANSACTIONS
#103">DESCRIPTION OF NOTES
#103">General
#104">Registration, Form and Delivery
#104">Global Notes; Book-Entry Form
#107">Certificated Notes
#108">Consolidation, Merger, Conveyance, Sale or Lease
#108">Limitation on Liens
#109">Limitation on Sale and Lease-Back Transactions
#109">Payment of Additional Amounts
#110">Tax Redemption
#111">Defeasance
#111">Events of Default
#111">Notices
#112">Amendments
#112">Governing Law; Submission to Jurisdiction; Sovereign Immunity
#112">Further Issues of Notes
#114">TAXATION
#114">General
#114">Chilean Taxation
#115">United States Taxation
#116">Tax Consequences to U.S. Holders
#117">Information Reporting and Backup Withholding
#118">European Union Savings Directive
#120">Plan of Distribution
#121">Notice to Prospective Investors in the European Economic Area
#122">Notice to Prospective Investors in the United Kingdom
#122">Notice to Prospective Investors in Hong Kong
#122">Notice to Prospective Investors in Italy
#122">The offer of the notes has not been registered with the Italian Securities and Exchange Commission (Commissione Nazionale per le Società e la Borsa, the CONSOBŽ) pursuant to Italian securities legislation and, accordingly, the Notes may not be offer...
#123">(i) to qualified investors (investitori qualificati), as defined in Article 2, paragraph (e) of the Prospectus Directive as implemented by Article 34-ter of CONSOB Regulation No. 11971 of May 14, 1999, as amended from time to time, (the Issuer...
#123">(ii) in any other circumstances where an express exemption from compliance with the restrictions on offers to the public applies, as provided under Article 100 of the Italian Legislative Decree No. 58 of February 24, 1998, as amended from time ...
#123">Moreover, and subject to the foregoing, any offer, sale or delivery of the notes or distribution of copies of this offering memorandum or any other document relating to the notes in Italy under (i) or (ii) above must be:
#123">(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legisl...
#123">(ii) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in Ita...
#123">(iii) in compliance with any other applicable laws and regulations or requirement imposed by the Bank of Italy, CONSOB or other Italian authority.
#123">Any investor purchasing the notes in the offering is solely responsible for ensuring that any offer or resale of the notes it purchased in the offering occurs in compliance with applicable Italian laws and regulations.
#123">Notice to Prospective Investors in Japan
#123">Notice to Prospective Investors in Singapore
#124">Notice to Prospective Investors in Switzerland
#125">TRANSFER RESTRICTIONS
#128">VALIDITY OF THE NOTES
#129">INDEPENDENT AUDITORS
#129">The consolidated financial statements of CODELCO as of and for the years ended December 31, 2011, 2012 and 2013, included in this offering memorandum, have been audited by Ernst & Young Servicios Profesionales de Auditoría y Asesorías Limitada, indepe...
#134">GENERAL INFORMATION
#134">Authorization
#134">Litigation
#134">Clearing
#135">Financial Condition
#488">THE ISSUER
#488">The Bank of New York Mellon (Luxembourg) S.A.
#489"> 600,000,000
#489">Corporación Nacional del Cobre de Chile
#489">Offering Memorandum
#489">Joint Book-Running Managers