Obligation Codealco 4.75% ( USP3143NAF17 ) en USD

Codealco

100 % ▼

Chili

USP3143NAF17 ( en USD )

4.75% par an ( paiement semestriel )

15/10/2014 - Obligation échue

Prospectus brochure de l'obligation Codelco USP3143NAF17 en USD 4.75%, échue

100 000 USD

500 000 000 USD

P3143NAF1

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 USP3143NAF17, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2014

OFFERING MEMORANDUM

US$500,000,000
Corporación Nacional del Cobre de Chile
4.750% Notes due 2014
____________
The notes will bear interest at the rate of 4.750% per year. Interest on the notes is payable on April 15 and
October 15 of each year, beginning on April 15, 2005. The notes will mature on October 15, 2014. 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") and will rank pari passu with all other unsecured and unsubordinated obligations of
CODELCO. See "Description of Notes -- General".
CODELCO has applied to list the notes on the Luxembourg Stock Exchange in accordance with its rules and
regulations; however, the notes have not yet been listed.
____________
Investing in the notes involves risks. See "Risk Factors" beginning on page 10.

The notes have not been registered under the United States Securities Act of 1933, as amended, (the
"Securities Act"), or any state securities laws. Accordingly, the notes are being offered and sold only to qualified
institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in
accordance with Regulation S under the Securities Act. Prospective purchasers that are qualified institutional
buyers are hereby notified that the seller of the notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfer of the
notes, see "Transfer Restrictions" and "Plan of Distribution".
____________

Price 98.482% plus accrued interest, if any, from October 28, 2004.
____________
The initial purchasers expect that delivery of the notes will be made to purchasers in book-entry form only
through the facilities of The Depositary Trust Company on or about October 28, 2004.
Joint Book -Running Managers
Citigroup HSBC
____________

Mitsubishi Securities RBC Capital Markets
October 21, 2004

Radomiro Tomic
El Abra
*
Chuquicamata
Salvador
Santiago
Andina
(Headquarters)

El Teniente

(Illustrative map of continental Chile)

*
The Codelco Norte Division was formed on August 1, 2002 by the consolidation of the Radomiro Tomic and Chuquicamata Divisions.

You should rely only on the information contained in this offering memorandum. We have not authorized
anyone to provide you with different information. 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 ...............................................................................................................................................................iv
Presentation of Financial and Statistical Information .............................................................................................................................vi
Summary .......................................................................................................................................................................................................... 1
Summary Consolidated Financial Data ...................................................................................................................................................... 9
Risk Factors ................................................................................................................................................................................................... 10
Use of Proceeds ............................................................................................................................................................................................ 17
Capitalization ................................................................................................................................................................................................ 18
Exchange Rates............................................................................................................................................................................................. 19
Selected Consolidated Financial Data....................................................................................................................................................... 20
Selected Operating Data.............................................................................................................................................................................. 22
Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................... 23
Business and Properties............................................................................................................................................................................... 38
Overview of the Copper Market ................................................................................................................................................................ 54
Regulatory Framework ................................................................................................................................................................................. 57
Management.................................................................................................................................................................................................. 61
Certain Transactions.................................................................................................................................................................................... 62
Foreign Investment and Exchange Controls in Chile ............................................................................................................................. 62
Description of Notes .................................................................................................................................................................................... 63
Taxation ......................................................................................................................................................................................................... 72
Plan of Distribution...................................................................................................................................................................................... 75
Transfer Restrictions.................................................................................................................................................................................... 79
Validity of the Notes.................................................................................................................................................................................... 82
Independent Auditors................................................................................................................................................................................... 82
Glossary of Certain Mining Terms ............................................................................................................................................................ 83
General Information...................................................................................................................................................................................... 87
Interim Consolidated Financial Statements ...........................................................................................................................................F1-1
Year-end Consolidated Financial Statements........................................................................................................................................F2-1
Annex A--Principal Differences between Chilean GAAP and U.S. GAAP..................................................................................... A-1

i

The notes may not be offered or sold, directly or indirectly, in 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 for which it has been published.
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.
Neither the Securities and Exchange Commission, any state securities commission nor any other U.S. regulatory
authority has approved or disapproved the securities nor has any of the foregoing authorities passed upon or endorsed the
merits of this offering or the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a
criminal offense.
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.
Effective from the date of commencement of discussions concerning the offering, you and each of your employees,
representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the offering and all materials of any kind, including opinions or other tax analyses, that have been provided to
you relating to such tax treatment and tax structure. However, the foregoing does not constitute an authorization to disclose
the identity of CODELCO or the initial purchasers or their respective affiliates, agents or advisers, or, except to the extent
relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information.
IN CONNECTION WITH THIS OFFERING, ON BEHALF OF THE INITIAL PURCHASERS,
CITIGROUP, OR ANY PERSON ACTING FOR IT, MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH
A VIEW TO S UPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWIS E PREVAIL FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER,
THERE IS NO OBLIGATION FOR CITIGROUP, OR ANY PERSON ACTING FOR IT, 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.

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.
This document 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 2001 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons").
The Notes are only 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
document or any of its contents.
See "Risk Factors" immediately following the offering memorandum summary for a description of certain
factors relating to an investment 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 purchaser, 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, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that
other ris ks 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.
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 the Republic of Chile ("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 & 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 & 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 will provide that CODELCO will appoint the Chilean consul in New Yo rk City as its agent upon whom
process may be served in any action arising out of or based upon the notes 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 property related to
the 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,

iv

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 Consumer Price Index during the preceding 30 days.
The audited consolidated financial statements of CODELCO as of December 31, 2002 and 2003 and for each of the
three years ended December 31, 2001, 2002 and 2003 (the "Year-end Consolidated Financial Statements"), as well as the
unaudited interim consolidated financial statements as of June 30, 2003 and 2004 and for the six months ended June 30, 2003
and 2004 (the "Interim Consolidated Financial Statements" and, together with the Year-end Consolidated Financial
Statements, the "Consolidated Financial Statements") and, unless otherwise indicated, other financial information concerning
CODELCO included herein are presented in U.S. dollars in conformity with Decree Law 1.350 of 1976 and in conformity
with generally accepted accounting principles in Chile ("Chilean GAAP"). Decree Law 1.350 of 1976 is the Chilean law
pursuant to which CODELCO was created and which provides for its governance. Because the notes offered hereby have not
been registered with the SEC, the Consolidated Financial Statements do not and are not required to comply with the
applicable requirements of the U.S. Securities Act of 1933, as amended (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 of 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. Chilean GAAP as applied to
CODELCO differs in certain important respects from U.S. GAAP. See "Annex A--Principal Differences between Chilean
GAAP and U.S. GAAP" contained elsewhere in this offering memorandum for a description of the principal differences
between Chilean GAAP and U.S. GAAP as they relate to CODELCO. Unconsolidated financial statements for CODELCO
and its subsidiaries are not included in this offering memorandum.
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 for
December 31, 2003 was Ch$593.80 = U.S.$1.00 and for October 21, 2004 was Ch$612.25 = 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. Certain terms relating to the copper mining business are defined in
"Glossary of Certain Mining Terms".
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 EBITDA by adding interest expense, taxes (including income and export taxes), depreciation and amortization to
net income, in each case determined in accordance with Chilean GAAP. Under Chilean GAAP, operating income is
calculated before provision for the 10% export tax payable by CODELCO under Law 13.196. EBITDA is not a measure of
financial performance or liquidity under either Chilean GAAP or U.S. GAAP 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 EBITDA may be different than the calculation used by other companies, and
therefore comparability may be affected.
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 western world 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, "western world" consists of the countries of western
Europe, the United States, Canada, Latin America, Africa, Oceania (including Australia) and some of Asia, and specifically
excludes Albania, Bulgaria, China, Hungary, Mongolia, North Korea, Poland, Romania, Russia, the Czech and Slovak

vi

Republics and the countries of the former Commonwealth of Independent States (including Armenia, Kazakhstan, Ukraine
and Uzbekistan). Although certain independent sources report significant production of copper in the countries excluded
from this definition of the western world, CODELCO's management does not believe such reports provide information that is
sufficiently authoritative, and therefore uses western world production in this offering memorandum as a basis for
comparison.
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, or net direct 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, financing, 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
amortization, depreciation and central office costs.
As used in this offering memorandum, "El Teniente", "Andina" and "Salvador" 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
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 in accordance with Chilean
GAAP.
CODELCO is the world's largest copper producer and one of the largest companies in Chile in terms of sales
(U.S.$3.8 billion in 2003). As of December 31, 2003, CODELCO's total assets and equity amounted to U.S.$8.1 billion and
U.S.$2.8 billion, respectively, without including the value of CODELCO's mining concessions and ore deposits (as of June
30, 2004, such amounts were U.S.$8.2 billion and U.S.$2.9 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 Chilean State and controls approximately 20% of the world's copper reserve
base, as such term is defined by the U.S. Geological Survey.
In 2003, CODELCO had an estimated 15% share of western world copper production, with production of
approximately 1.67 million metric tons (including CODELCO's share of the El Abra deposit, which is mined by a joint
venture owned 49% by CODELCO and 51% by Phelps Dodge Corporation) and an estimated 16% share of the world's
molybdenum production with production of 23,173 metric tons.
CODELCO's sales of refined copper in 2003 were geographically diversified with 47% to Asia (including 20% to
China), 35% to Europe, 11% to North America and 7% to South America.
CODELCO's main commercial product is Grade A cathode copper. In 2003, CODELCO derived 83.8% of its total
sales from copper and 16.2% of its total sales from by-products of its copper production.
CODELCO's copper operations are consolidated into four divisions:
(1) The Codelco Norte Division, CODELCO's largest division, operates the Chuquicamata and Radomiro Tomic
mines and related facilities. Chuquicamata has been in operation since 1915 and includes smelting and refining
capacity, while Radomiro Tomic is CODELCO's newest operation with its first full year of production in 1998. The
Codelco Norte Division was created on August 1, 2002 by combining the formerly separate Chuquicamata and
Radomiro Tomic Divisions. In 2003, Chuquicamata and Radomiro Tomic produced 600,629 and 306,539 metric
tons of copper, respectively, which together represent approximately 58% of CODELCO's total copper output.
Chuquicamata is one of the largest copper-producing mines in the world, and ranks among the lowest-cost
producers. Radomiro Tomic is the world's largest SX-EW producer of copper, utilizing new technology to achieve
highly efficient copper recovery.
(2) The El Teniente Division is the operator of the El Teniente mine, which is the world's largest underground
copper mine and has been in operation for approximately 100 years. The El Teniente Division includes the
Caletones smelter. In 2003, this division produced 339,440 metric tons of copper.
(3) 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 produced approximately 805,165
metric tons of concentrate, containing 235,834 metric tons of copper, in 2003.
(4) The Salvador Division includes the Salvador mine and concentrator and the smelter/refinery complex at
Potrerillos, which has a capacity of 671,000 metric tons of concentrate. Salvador produced 80,105 metric tons of
copper in 2003.

1